UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12
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WESTWATER RESOURCES, INC.
☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐
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[ ] Fee computed on table in exhibit required by Item25(b)Item 25(b) per Exchange Act Rules 14a6(i)14a-6(i)(1) and 0-11
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| | Westwater Resources, Inc. 6950 S. Potomac Street, Suite 300 Centennial, Colorado 80112
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20222023 ANNUAL MEETING OF STOCKHOLDERS20222023 Annual Meeting of Stockholders (the “Annual Meeting”) in virtual format only on Tuesday,Wednesday, May 10, 2022,2023, at 8:9:00 a.m., localcentral daylight time at www.cesonlineservices.com/wwr23_vm. To participate in the Grand Bohemian Hotel locatedAnnual Meeting, you must pre-register at 2655 Lane Park Road in Birmingham, Alabama towww.cesonlineservices.com/wwr23_vm by no later than 9:00 a.m., central daylight time, on Tuesday, May 9, 2023. At the virtual meeting, the stockholders will consider and vote upon the following matters:1.Elect as directors the five nominees named in the accompanying proxy statement.2.Approve an amendment to our 2013 Omnibus Incentive Plan as amended (“Incentive Plan”) to extend the termination date for the Incentive Plan by 5 years to June 4, 2028.3.Provide advisory approval of our executive compensation.4.Ratify the appointment of Moss Adams LLP as our independent registered public accountant for 2022.5.Transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.14, 2022,13, 2023, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof.Stockholders are cordially invitedmeeting in person.attached proxy statement for the Annual Meeting. You may vote electronically at the Annual Meeting if you attend virtually or by proxy. If you elect to vote by proxy, please follow the instructions on the enclosed proxy card — voting by proxy can occur by mail, via the telephone, or over the Internet. Whether or not you plan to be present atparticipate in the virtual meeting, you are requested to sign and return the enclosed proxy in the enclosed envelope, or to vote your shares over the telephone or over the Internet, so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured. The giving of such proxy will not affect your right to vote in person, should you later decide to virtually attend the meeting. Annual Meeting. Please date and sign the enclosed proxy and return it promptly in the enclosed envelope or vote over the telephone or Internet. Your vote is important.
March 14, 2023 By Order of the Board of Directors,/s/ JOHN W. LAWRENCEJohn W. Lawrence, Secretary
Centennial, Colorado
March 15, 2022
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Important Notice Regarding the Availability of Proxy Materials | ||
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| | The Notice of Annual Meeting, Proxy Statement and |
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202220, 2023.
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Date and Time: |
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| Record Date: | | | Monday, March 13, 2023 | |
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There will be no physical location for this Annual Meeting |
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| Board Recommendation | | ||
1. Election of five nominees to our Board of Directors (page 6) | | | FOR each Director Nominee | |
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3. Advisory vote to approve our executive compensation (page 23) | |
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4. Advisory vote to approve the frequency of future advisory votes on our executive compensation (page 42) | | | EVERY ONE YEAR | |
5. Ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for | |
| FOR | |
Name | | | Age | | | Director Since | | | Audit | | | Compensation | | | Committees Nominating and Corporate Governance | | | Safety and Sustainability | | |||||||||||||||
Terence J. Cryan+ | | | | | 60 | | | | 2017; 2006 – 16 | | | | | | | | | | | | | | | | | | | | | | | x | | |
Frank Bakker# | | | | | 57 | | | | 2023 | | | | | | | | | | | | | | | | | | | | | Ch. | | |||
Tracy D. Pagliara* | | | | | 60 | | | | 2017 | | | | | x | | | | | | x | | | | Ch. | | | | | | | | |||
Karli S. Anderson* | | | | | 49 | | | | 2018 | | | | | x | | | | Ch. | | | | | | | | | | | x | | | |||
Deborah A. Peacock* | | | | | 66 | | | | 2020 | | | Ch. | | | | | x | | | | | | x | | | | | | | | |
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| | | | Director | | | | | | Nominating and | | Safety |
Name | | Age | | Since | | Audit | | Compensation | | Corporate Governance | | and Sustainability |
Terence J. Cryan + |
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Chad D. Potter # |
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Deborah A. Peacock * |
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PROPOSAL |
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| | Westwater Resources, Inc. 6950 S. Potomac Street, Suite 300 Centennial, Colorado 80112
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Stockholders (the “Record Date”).
close of business on the Record Date, you may attend the Annual Meeting by visiting www.cesonlineservices.com/wwr23_vm at least 24 hours before the Annual Meeting begins and pre-registering by entering the control number found on your proxy card, voter instruction form, or Notice, as applicable. If you do not pre-register or you are not a stockholder, you will not be able to attend the meeting. You may log into www.cesonlineservices.com/wwr23_vm, beginning at 8:30 a.m. central daylight time on Wednesday, May 10, 2023. The Annual Meeting will begin promptly at 9:00 a.m. central daylight time on May 10, 2023. If you experience any technical difficulties during the Annual Meeting, a toll-free number will be available for assistance and will be located in the reminder email message you will receive prior to the meeting.
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If you ownare the beneficial owner of shares held in “street name” (that are registered in the name of someone else, such asis, if you hold your shares through a broker, bank or other nominee,holder of record), you need to direct that organization to vote those shares on your behalf or obtain an authorization from them and vote the shares for yourself at the meeting.
Record Date.
• Election of Directors: For Proposal 1, directors are elected by a plurality of the votes cast, and the five nominees for director who receive the most FOR votes at the Annual Meeting in person or by proxy will be elected to the Board. Abstentions, “broker non-votes” and shares that are voted “withhold” in regard to a director nominee will not be counted toward such nominee’s election and will have no effect on the outcome of the election. • Advisory Approval of the Frequency for Future Advisory Votes on Our Executive Compensation. For Proposal No. 4, the alternative — that is, every one year, every two years, or every three years — receiving the greatest number of votes will be the frequency that stockholders approve. Abstentions and “broker non-votes” will not affect the outcome of the vote. • All Other Proposals: For the other proposals and any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting, the affirmative vote of a majority of the votes cast on such proposals or other business at the Annual Meeting in person or by proxy is required for approval. Abstentions and “broker non-votes” are not treated as cast either for or against any such proposals or other business, and therefore will not affect the outcome of the vote. Q: |
Q: What constitutes a quorum for the Annual Meeting?
(Proposals 2, 3 and 5).
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are not empowered to vote such shares on non-routine matters, which we refer to as a “broker non-vote.” The effect of not instructing your broker, bank or other holder of record regarding how you wish your shares to be voted will NOT be counted as “FOR” or “AGAINST” for these non-routine matters, and will NOT have an effect on Proposals 1, 2, 3, or 3.
4.
the Questions and Answers portion of this Proxy Statement.
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proposals (Proposals 2, 3 and 5).
If you plan to attend the Annual Meeting, you must hold your shares in your own name, have a letter or recent brokerage statement from the record holder of your shares confirming your ownership or have a valid proxy authorizing you to vote shares at the meeting, and you must bring a form of personal photo identification with you in order to be admitted. The Company reserves the right to refuse admittance to anyone without proper proof of share ownership, proper authorization to vote shares, or proper photo identification.
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Q: Whom should I call if I have questions about the Annual Meeting?
January 16, 2023.
Name | | | Age | | | Director Since | | | Primary Occupation | |
Terence J. Cryan | | | 60 | | | 2017; 2006 – 2016 | | | Chairman of the Board, Westwater Resources, Inc. (Executive Chairman since February 26, 2022) and Managing Director, MACCO Restructuring Group, LLC | |
Frank Bakker | | | 57 | | | 2022 | | | President and Chief Executive Officer (CEO), Westwater Resources, Inc. | |
Tracy D. Pagliara | | | 60 | | | 2017 | | | President and CEO, Williams Industrial Services Group, Inc. | |
Karli S. Anderson | | | 49 | | | 2018 | | | Executive Vice President, Chief People and ESG Officer, and Head of Communications, Summit Materials, Inc. | |
Deborah A. Peacock | | | 66 | | | 2020 | | | President, CEO and Managing Director, Peacock Law P.C. | |
Name |
| Age |
| Director Since |
| Primary Occupation |
Terence J. Cryan | | 59 | | 2017; 2006-2016 | | Chairman of the Board, Westwater Resources, Inc. (Executive Chairman since February 26, 2022) and Managing Director, MACCO Restructuring Group, LLC |
Chad M. Potter | | 47 | | 2022 | | President and Chief Executive Officer, Westwater Resources, Inc. |
Tracy D. Pagliara | | 59 | | 2017 | | President & CEO of Williams Industrial Services Group, Inc. |
Karli S. Anderson | | 48 | | 2018 | | Executive Vice President, ESG & IR, Summit Materials, Inc. |
Deborah A. Peacock | | 65 | | 2020 | | President, CEO & Managing Director, Peacock Law P.C. |
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED BELOW.
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Mr. Cryan currently serves as a Managing Director of MACCO Restructuring Group, LLC, which provides qualified interim leadership and advice to stakeholders across a broad spectrum of business sectors. Mr. Cryan served as President and Chief Executive Officer of Williams Industrial Services Group (f/k/a Global Power Equipment Group, Inc. (now known as Williams Industrial Services Group)), a publicly traded provider of construction and maintenance services to power, energy and industrial customers, from March 2015 until July 2017. Previously, Mr. Cryan served as Co-founder and Managing Director of Concert Energy Partners, an investment and private equity firm based in New York City from 2001 until 2015. Prior to that, Mr. Cryan was a Senior Managing Director in the Investment Banking Division at Bear Stearns. Additionally, Mr. Cryan was a Managing Director, Head of the Energy and Natural Resources Group and member of the Investment Banking Operating Committee at Paine Webber which he joined following its acquisition of Kidder, Peabody in 1994. From 2007 to 2010, Mr. Cryan also served as President and Chief Executive Officer of Medical Acoustics LLC.
Chad M. Potter
Chad M. Potter
Massachusetts.
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Tracy D. Pagliara
Committee
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Mexico, which she founded in April 1995. In 2014, Ms. Peacock co-founded the Greater New Mexico Chapter of Women Corporate Directors.
Since 2011, Ms. Peacock has served on the Board of Regents of New Mexico Institute of Mining & Technology and currently serves as the Chair. Ms. Peacock has served on the New Mexico Mining Safety Board from 2015 until 2021. Since 2017, Ms. Peacock has served on the Board of Directors of THEMAC Resources Group, Ltd. (and Chairs its Corporate Governance Committee and is a member of its Audit Committee) as well as its wholly-owned subsidiary New Mexico Copper Corp.
In 2014, Ms. Peacock co-founded the Greater New Mexico Chapter of Women Corporate Directors. Ms. Peacock served on the Board of New Mexico Angels from 2005 to 2022.
social license.
Mr. Cryan is best situated to serve as Executive Chairman given his long tenure with the Company and his extensive experience involving board leadership, corporate strategy, succession planning and talent acquisition as well as dealing with the financial markets and institutional investors. Mr. Bakker is best situated to serve as Chief Executive Officer given his experience in engineering, project management, construction and operations, and general corporate management.
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Board Member | | | Audit | | | Compensation | | |
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Sustainability | |
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2022.
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The Compensation Committee may delegate its authority to determine the amount and form of compensation paid to non-executive employees and consultants to officers and other appropriate supervisory personnel. It may also delegate its authority (other than its authority to determine the compensation of the Chief Executive Officer) to a subcommittee of the Compensation Committee. Finally, to the extent permitted by applicable law, the Compensation Committee may delegate to one or more officers (or other appropriate personnel) the authority to recommend stock options and other stock awards for employees who are not executive officers or members of the Board.
On May 21, 2021, the Board changed the name of its former Health, Safety, Environment and Public Affairs Committee to the Safety and Sustainability Committee.
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human rights, government relations and communications issues relating to the Company, including compliance with laws and regulations. The Committee’s primary purposes are to:
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Committee, it will be reviewed by the non-interested members of Audit Committee and they will decide whether the Related Party Transaction will be permitted.
There are currently no Related Party Transactions.
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The Board is also responsible for oversight of the Company’s efforts to address ESG matters. The Company has a long history of environmental leadership, especially with regard to state and federal regulations as they apply to our former uranium operations. In addition, we have performed our work without serious injury for severalmany years –— emblematic of our approach to safe work practices, procedures and leadership. As part of our environmental sustainability efforts as we develop our graphite business, the Westwater team has developed, and made a provisional patent application for, a process that purifies graphite with a lighter environmental footprint than processes used by others in our business. Also, as part of our ongoing efforts to provide for diversity at theon our Board of Directors, two-thirdtwo-thirds of the independent Directors are females.
2023.
2022.
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Total ($) | | |||||||||
Terence J. Cryan+ | | | | | 280,034 | | | | | | 146,300 | | | | | | 426,334 | | |
Tracy D. Pagliara | | | | | 98,417 | | | | | | 70,000 | | | | | | 168,417 | | |
Karli S. Anderson | | | | | 100,000 | | | | | | 70,000 | | | | | | 170,000 | | |
Deborah A. Peacock | | | | | 98,417 | | | | | | 97,250 | | | | | | 195,667 | | |
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| Awards |
| Total |
Name | | ($) | | ($) (1) | | ($) |
Terence J. Cryan + |
| 150,495 |
| 70,000 |
| 220,495 |
Tracy D. Pagliara |
| 80,247 |
| 70,000 |
| 150,247 |
Karli S. Anderson |
| 90,247 |
| 70,000 |
| 160,247 |
Deborah A. Peacock |
| 82,198 |
| 70,000 |
| 152,198 |
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Name | | | Number of Vested Options | | | Number of Unvested Options | | | Restricted Stock Units | | |||||||||
Terence J. Cryan+ | | | | | 53,653 | | | | | | — | | | | | | 134,220 | | |
Tracy D. Pagliara | | | | | 53,653 | | | | | | — | | | | | | 64,220 | | |
Karli S. Anderson | | | | | 52,707 | | | | | | 78,720 | | | | | | — | | |
Deborah A. Peacock | | | | | 52,707 | | | | | | — | | | | | | 64,220 | | |
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Name | | Vested Options | | Unvested Options | | Stock Units |
Terence J. Cryan + |
| 32,397 |
| 21,256 |
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Tracy D. Pagliara |
| 32,397 |
| 21,256 |
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Karli S. Anderson |
| 31,451 |
| 21,256 |
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Deborah A. Peacock |
| 31,451 |
| 21,256 |
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Mr. Cryan was an Independent Director through February 25, 2022. He became Executive Chairman on February 26, 2022, and as a result he is no longer an Independent Director.
Whenemployees in Fiscal Year 2023.
overhang. The proposed change is the same as was requested and approved by the shareholders at the 2021 Annual Meeting (at that time the request was to approve a 1.5 million share increase representing approximately 4.7 percent on a fully diluted basis).
| | | Numbers of Shares | | | As a % of Common Stock Outstanding(1) | | ||||||
Stock options outstanding(2) | | | | | 356,204 | | | | | | 0.71% | | |
Restricted stock units outstanding | | | | | 1,036,930 | | | | | | 2.07% | | |
Restricted stock awards outstanding | | | | | — | | | | | | — | | |
Shares available for grant | | | | | 415,815 | | | | | | 0.83% | | |
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| As a % of Common Stock |
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| | Numbers of Shares | | Outstanding (1) |
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Stock options outstanding (2) |
| 277,576 |
| 0.79 | % |
Restricted stock units outstanding |
| 247,761 |
| 0.70 | % |
Restricted stock awards outstanding |
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Shares available for grant |
| 1,268,108 |
| 3.59 | % |
tightlyclosely align these incentive opportunities with the interests of our stockholders.to extend the term ofadditional shares for issuance under the Incentive Plan for an additional 5 years, or until June 4, 2028.Plan.
• No “Evergreen Provision.” The Incentive Plan specifies a fixed number of shares available for future grants and does not provide for any automatic increase based on the number of outstanding shares of our common stock. • No Discounted Awards. The Incentive Plan prohibits the granting of stock options and stock appreciation rights with an exercise or grant price that is less than the fair market value of our common stock on that date. • No Re-pricing without Stockholder Approval. The Incentive Plan prohibits the re-pricing of stock options and stock appreciation rights, without first obtaining the approval of our stockholders. |
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Eligibility
All of our officers, directors and employees, and the officers, directors and employees of our subsidiaries and affiliates, are eligible to receive awards under the Incentive Plan. In addition, consultants, advisers, and certain other individuals whose participation in the Incentive Plan is determined to be in the best interests of
The
cancellation, plus (z) the additional 1,500,000 shares being authorized for issuance under the Incentive Plan.
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Types of Awards Available Under the Incentive Plan
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Restricted Stock.A grantee who is awarded restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares of common stock are subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). The fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends paid while the common stock is subject to restrictions will be subject to withholding taxes. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.
1,500,000 SHARES.
Plan Category | | | Number of shares issuable under outstanding options, warrants and rights (a) | | | Weighted average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) | | |||||||||
Equity compensation plans approved by security holders(1)(2) | | | | | 1,393,134 | | | | | $ | 4.63 | | | | | | 415,815 | | |
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| | | | Weighted | | remaining available | |
| | Number of shares | | average exercise | | for future issuance | |
| | issuable under | | price of | | under equity | |
| | outstanding | | outstanding | | compensation plans | |
| | options, warrants | | options, warrants | | (excluding securities | |
| | and rights | | and rights | | reflected in column(a)) | |
Plan Category | | (a) | | (b) | | (c) | |
Equity compensation plans approved by security holders(1)(2) |
| 662,580 | | $ | 6.18 | 1,236,658 |
The Incentive Plan is the only equity compensation plan under which the Company currently issues equity awards.
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| President and Chief Executive Officer | | |
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John W. Lawrence | |
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Terence J. Cryan –Frank Bakker — please see above under “Proposal 1: Election of Directors” for information about Terence J. Cryan, the Company’s Executive Chairman
Chad M. Potter – please see above under “Proposal 1: Election of Directors” for information about Chad M. Potter,Frank Bakker, the Company’s President and Chief Executive Officer.
Jeffrey L. Vigil joined the Company as Vice President—Finance and Chief Financial Officer in June 2013. Mr. Vigil is a mining industry financial veteran with more than thirty years of financial management experience in both production stage and development stage enterprises. Previously, he served in various financial positions, including Chief Financial Officer, at Energy Fuels, a uranium company, from April 2009 to May 2013, where he was responsible for financial and management reporting, equity financings, tax planning and compliance, treasury functions and risk management. Mr. Vigil also managed financial, operational, and legal due diligence for a number of acquisitions. Prior to Energy Fuels, he served as Chief Financial Officer for Koala Corporation. Mr. Vigil is a graduate of the University of Wyoming with a Bachelor of Science degree in Accounting and is a licensed Certified Public Accountant in the State of Colorado.
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John W. Lawrence has served the Company in a contractual capacity as General Counsel since October 2012 and as Corporate Secretary since May 2013. Mr. Lawrence became an employee of the Company in February 2022.2022, and continues to serve as General Counsel and Corporate Secretary. In January 2023, Mr. Lawrence was promoted to Chief Administrative Officer, General Counsel and Corporate Secretary. Mr. Lawrence has over thirty-fivefourty years of legal and engineering experience for publicly traded companies. Previously, he served as General Counsel and Corporate Secretary for Ocean Power Technologies, Inc. (NYSE: OPTT), a renewable energy company providing electric power and communications solutions, and related services for remote offshore applications from June 2014 to January 2022. In addition, he served as General Counsel and Corporate Secretary for Louisiana Energy Services, LLC, a commercial uranium enrichment facility located in New Mexico and operating under the privately-owned, international consortium known as Urenco, from 2003 to 2008. Prior to 2003 and between 2008 and 2012, Mr. Lawrence was associated with several national law firms including Winston & Strawn, Shaw, Pittman, Potts & Trowbridge, and LeBoeuf, Lamb, Greene & MacRae. Mr. Lawrence holds a Juris Doctorate from Catholic University and received his Bachelor of Science in Nuclear Engineering from Purdue University.
Previously Dain A. McCoig was identified as an executive officer. Mr. McCoig joined the Company in 2004 as Plant Engineer and was promoted to Kingsville Dome Plant Supervisor in 2005, Senior Engineer in August 2008, Manager – South Texas Operations in April 2010, Vice President—South Texas Operations in January 2013 and Vice President—Operations in May 2018. Mr. McCoig earned a Bachelor of Science degree in Mechanical Engineering from Colorado School of Mines in 2002 and attained his certification as a Professional Engineer from the Texas Board of Professional Engineers in 2010.
| | | Title | | | Dates of Service (FY2022 to date) | |
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Christopher M. Jones | | | President, Chief Executive Officer, and Director | | | January 1, 2022 – February 25, 2022 | |
Chad M. Potter | | | President, Chief Executive Officer, and Director | | | February 25, 2022 – January 16, 2023 | |
Frank Bakker | | | President, Chief Executive Officer, and Director | | | January 16, 2023 to date | |
Jeffrey L. Vigil | | | Vice President – Finance and Chief Financial Officer | | | January 1, 2022 – August 26, 2022 | |
| | | Vice President – | | | August 26, 2022 – January 16, 2023 | |
| Senior Vice President – Finance and Chief Financial Officer | | | January 16, 2023 to date | | ||
John W. Lawrence | | | General Counsel and Corporate Secretary | | | January 1, 2022 – January 16, 2023 | |
| Chief Administrative Officer, General Counsel and Corporate Secretary | | | January 16, 2023 to date | |
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The Company’s executive compensation program is designed to attract and retain qualified management personnel, to align the interests of the Company’s management interests with thatthose of its stockholders, and to reward exceptional organizational and individual performance. Performance of the Company’s executives is evaluated based on financial and non-financial goals that balance achievement of short-terms goals, related to the continued improvement of the Company’s business, and long-term goals, thatwhich seek to maximize stockholder value.
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include both cash and equity compensation arrangements that are supported by strong corporate governance, including active and effective oversight by the Compensation Committee.
| | | Description | |
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Attraction and Retention | | | The Company provides competitive compensation to its NEOs and | |
Pay for Performance | | | A significant portion of each NEO’s compensation is “at-risk” or variable, based on predetermined performance criteria. Such criteria include both short- and long-term goals, as well as financial and non-financial goals. The Compensation Committee considers each of these criteria in making its compensation decisions each year. | |
Pay Mix | | | The Company uses a variety of | |
Alignment of Incentives | | | The Company requires its | |
Competitive Packages | | | The Company evaluates its compensation program in an effort to provide a competitive compensation package to each NEO that takes into account their responsibilities, performance and organization. | |
any and all relationships that each director has with the Company, and the Board subsequently reviews these findings. The responsibilities of the Compensation Committee, as stated in its charter, include the following:●review and make such recommendations to the Board as the Compensation Committee deems advisable with regard to all incentive-based compensation plans and equity-based plans;●review and approve the corporate goals and objectives that may be relevant to the compensation of NEOs and other Company officers;●evaluate the performance of the NEOs and other Company officers in light of the goals and objectives that were set and determine and approve the compensation of the NEOs and other Company officers based on such evaluation; and●review and approve the recommendations of the CEO with regard to the compensation of all officers of the Company other than the CEO.
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performance of the other NEOs and other Company officers. No other NEO or Company officer is present or privy to the recommendations of the CEO to the Compensation Committee. The Compensation Committee and the Board of Directors determine the compensation of the CEO without any management input.
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The same peer group was used during 2022.
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RSUs, restricted stock units (RSUs), with many possible performance criteria available as the Compensation Committee determines to be appropriate. In addition to RSUs, the Incentive Plan provides for the grant of awards of stock options, stock appreciation rights, restricted stock, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and
Plan.
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| | | Primary Objective | |
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Base Salary | | | Annual fixed cash compensation | | | Attract and retain qualified and high performing executives | |
Short-Term Incentive Compensation | | | Annual compensation based on the achievement of predetermined performance goals | | | Incentivize NEOs and Company officers to achieve the short-term performance goals established by the Compensation Committee | |
Long-Term Incentive Compensation | | | Long-term equity awards granted as time-based and performance-based RSUs or stock options | | | Retain NEOs and Company officers and align their interests with the interests of the stockholders | |
2021
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driving NEO performance against specific goals and ensuring the interest of management and stockholders are aligned properly.
| | | For Say-on-Pay Proposal | | | Against Say-on-Pay proposal | | | Abstain from Say-on-Pay Proposal | | |||||||||
2022 Annual Meeting | | | | | 76% | | | | | | 21% | | | | | | 3% | | |
2021 Annual Meeting | | | | | 84% | | | | | | 13% | | | | | | 3% | | |
2020 Annual Meeting | | | | | 72% | | | | | | 26% | | | | | | 2% | | |
2019 Annual Meeting | | | | | 39% | | | | | | 45% | | | | | | 16% | | |
2018 Annual Meeting | | | | | 45% | | | | | | 51% | | | | | | 4% | | |
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| For Say-on-Pay | Against Say-on-Pay | Abstain from Say-on-Pay |
2021 Annual Meeting | 84% | 13% | 3% |
2020 Annual Meeting | 72% | 26% | 2% |
2019 Annual Meeting | 39% | 45% | 16% |
2018 Annual Meeting | 45% | 51% | 4% |
Due to the results of the Say-on-Pay vote at the 2018 Annual Meeting, the Compensation Committee initiated and directed a comprehensive review of the Company’s compensation policies and practices. The
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2021LTI plan and the fiscal year 2020 LTI plan were not met in fiscal year 2022.
and the 2022 LTI Plan
goals for 2022.
measured against a custom index of the Company’s graphite peers (weighted one-third).
• The Compensation Committee determined that this goal was met for Company personnel who were included in the 2021 LTI plan and who were employed on March 1, 2023. Decisions associated with the |
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2021 Grants of 2020 Plan-Based Awards
2020 LTI Plan Awards
31
Graphite Public Peer Group for TSR for
who were employed on March 1, 2023.
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In fiscal year 2021,2022, the Compensation Committee increasedCEO base salary for Mr. Jones remained the same from fiscal year 2021. After he retired on February 25, 2022, the base salary of the CEO by 5% and the other NEOs by 7% to maintain competitiveness within the industry. The 2021 base salaries for the NEOs were as follows:
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| 2021 Base | |
Name | | Title | | Salary | |
Christopher M. Jones + |
| President and Chief Executive Officer | | $ | 334,300 |
Jeffrey L. Vigil |
| Vice President – Finance and Chief Financial Officer | | $ | 248,900 |
Dain A. McCoig * |
| Vice President – Operations | | $ | 228,100 |
Name | | | Title | | | Period of Service | | | 2022 Base Salary | | |||
Christopher M. Jones+ | | | President and Chief Executive Officer | | | January 1 – February 26, 2022 | | | | $ | 334,300 | | |
Chad M. Potter++ | | | President and Chief Executive Officer | | | February 25 – December 31, 2022 | | | | $ | 285,000 | | |
Jeffrey L. Vigil+++ | | | Vice President – Finance and Chief Financial Officer | | | January 1 – August 26, 2022 | | | | $ | 263,834 | | |
Steven M. Cates | | | Vice President – Finance and Chief Financial Officer | | | August 26 – December 31, 2022 | | | | $ | 245,000 | | |
John W. Lawrence | | | General Counsel and Corporate Secretary | | | February 26 – December 31, 2022 | | | | $ | 265,000 | | |
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and Clawback
Position | | | Base Salary Ownership Multiple | | |||
Chief Executive Officer | | | | | 5X | | |
Other Named Executive Officers | | | | | 3X | | |
Other Officer and Vice Presidents | | | | | 2X | | |
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Year | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | | | Net Income(6) | | ||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | ||||||||||||||||||
2022 | | | | $ | 698,632 | | | | | $ | 323,515 | | | | | $ | 466,358 | | | | | $ | 293,529 | | | | | $ | 16.02 | | | | | $ | (11,121) | | |
2021 | | | | $ | 800,264 | | | | | $ | 523,815 | | | | | $ | 398,653 | | | | | $ | 297,966 | | | | | $ | 43.61 | | | | | $ | (16,144) | | |
2022.
Chair
2021
(1)
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| | | | | | Option | | | | All Other | | |
| | | | Salary | | Awards | | | | Compensation | | |
Name and Principal Position |
| Year |
| ($) |
| ($)(1) |
| Bonus ($) |
| ($)(2) |
| Total ($) |
Christopher M. Jones |
| 2021 |
| 334,300 |
| 250,725 |
| 206,848 |
| 8,391 |
| 800,264 |
President and CEO |
| 2020 |
| 318,360 |
| 191,016 |
| 191,016 |
| 1,253 |
| 701,645 |
Jeffrey L. Vigil |
| 2021 |
| 248,900 |
| 124,450 |
| 102,671 |
| 6,184 |
| 482,205 |
Vice President – Finance and CFO |
| 2020 |
| 232,625 |
| 69,788 |
| 69,788 |
| 814 |
| 373,015 |
Dain A. McCoig | | 2021 | | 228,100 | | 68,430 | | 56,455 | | 55,216 | | 408,201 |
Vice President – Operations |
| 2020 |
| 213,110 | | 63,933 | | 63,933 | | 1,253 | | 342,229 |
Mr. Jones served as CEO & President in 2021 and in 2022 until he retired from the Company on February 25, 2022.
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| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Unites or Other Rights That Have Not Vested ($) | | ||||||||||||||||||
Chad M. Potter(1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 285,833(5) | | | | | | 225,808 | | |
John W. Lawrence | | | | | 606(2) | | | | | | — | | | | | | 19.25 | | | | | | 7/19/2028 | | | | | | 170,321(6) | | | | | | 134,554 | | |
| | | | | 1,507(3) | | | | | | — | | | | | | 19.25 | | | | | | 4/18/2028 | | | | | | — | | | | | | — | | |
Steven M. Cates | | | | | 9,498(4) | | | | | | — | | | | | | 3.77 | | | | | | 5/10/2031 | | | | | | 96,894(7) | | | | | | 76,546 | | |
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| | | | Option Awards | | Stock Awards | ||||||||
| | | | Number of | | Number of | | | | | | Equity Incentive |
| Equity Incentive |
| | | | Securities | | Securities | | | | | | Plan Awards: | | Plan Awards: |
| | | | Underlying | | Underlying | | | | | | Number of | | Market or Payout |
| | | | Unexercised | | Unexercised | | Option | | | | Unearned Shares, | | Value of Unearned |
| | Vesting | | Options | | Options | | Exercise | | Option | | Units or Other | | Shares, Unites or Other |
| | Commencement | | (#) | | (#) | | Price | | Expiration | | Rights That Have | | Rights That Have |
Name | | Date | | Exercisable | | Unexercisable | | ($) | | Date | | Not Vested (#) | | Not Vested ($) |
Christopher M. Jones |
| 3/12/2013 |
| 92 |
| — |
| 1,638.00 |
| 3/12/2023 |
| 126,528 |
| 272,035 |
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| 7/19/2018 |
| 3,829 |
| — |
| 19.25 |
| 7/19/2028 |
| — |
| — |
| | 4/18/2019 | | 9,520 | | — | | 19.25 | | 4/18/2029 | | — |
| — |
Jeffrey L. Vigil |
| 7/19/2018 |
| 1,392 |
| — |
| 19.25 |
| 7/19/2028 |
| 54,587 |
| 117,362 |
| | 4/18/2019 | | 3,462 | | — | | 19.25 | | 4/18/2029 | | — |
| — |
Dain A. McCoig |
| 7/19/2018 |
| 1,276 |
| — |
| 19.25 |
| 7/19/2028 |
| 38,406 |
| 82,573 |
| | 4/18/2019 |
| 3,171 |
| — |
| 19.25 |
| 4/18/2029 |
| — |
| — |
26, 2022 and are eligible to vest equally over the next two years contingent on employment with the Company. 8,210 unvested RSUs relate to the 2020 LTI — Time RSUs, as further described on page 32, and are eligible to vest next year upon approval by the Compensation Committee, typically occurring in the first quarter of each calendar year. The remainder of the unvested RSUs relate to the 2022 LTI — Time, 2022 LTI — R&D Program and 2022 LTI — ISO Program, as further described on page 31, and are eligible to vest equally over the next three years upon approval by the Compensation Committee.
The2022
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Equity Awards
In addition, upon a change in control, the stock options granted under the Company’s 2004 Stock Incentive Plan, the restricted stock granted under the Company’s 2007 Restricted Stock Plan and any awards under the Company’s 2013 Omnibus Incentive Plan will immediately vest in full, to the extent not already vested, for all NEOs.
The Compensation Committee believes that the above-mentioned vesting and acceleration is appropriate on the basis that our NEOs should receive the full benefit of such awards in the event of a change in control.
The following table shows the payments and benefits that would be made to ourthose individuals who were serving as NEOs on December 31, 2022, assuming a qualifying termination or a qualifying termination following a change in control if that termination had occurred on December 31, 2021.
2022.
Name | | | Cash Severance | | | Equity Acceleration | | | Total Potential Payment | | |||||||||
Chad M. Potter(1) | | | | $ | 285,000 | | | | | $ | 225,808 | | | | | $ | 510,808 | | |
Steven M. Cates | | | | $ | 245,000 | | | | | $ | 76,546 | | | | | $ | 321,546 | | |
John W. Lawrence | | | | $ | 265,000 | | | | | $ | 134,554 | | | | | $ | 399,554 | | |
with a cash severance of $285,000, and with 27,387 shares of Company common stock accelerated at a value of $29,030.
in the event of a change of control (as defined therein), if Mr. Potter was terminated without cause (as defined therein), demoted, or had his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein). See “Potential Payments Upon Termination or Change in Control” above. The employment agreement also contained customary confidentiality, non-competition, and non-solicitation provisions.
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his base salary. The employment agreement as amended, also provides for potential payments in the event of a change of control (as defined therein), if Mr. VigilCates is terminated without cause (as defined therein), demoted or has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein). See “Potential“Potential Payments Upon Termination or Change in Control”Control” above.
The employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions. Mr. Vigil has agreed not to perform any work in the United States related in any way to uranium mining, or to solicit customers, suppliers or employees of the Company, during the term of the employment agreement and for a period of six month thereafter.
Other Employment Agreements
2022, in connection with his joining the Company as General Counsel and Corporate Secretary. Mr. Lawrence previously served in a contractual capacity as General Counsel of the Company since October 2012 and as Corporate Secretary of the Company since May 2013. Pursuant to his employment agreement, Mr. Lawrence is entitled to an annual base salary, which was set initially at $265,000 and was subject to annual adjustment by the Compensation Committee, has a targeted cash bonus equal to 50% of his base salary and a targeted stock bonus equal to 50% of his base salary. The employment agreement also provided for a grant of $80,000 of RSUs that would vest in equal parts of the first and second anniversary dates of the effective date of the employment agreement. The employment agreement also provides for potential payments in the event of a change of control (as defined therein), if Mr. Lawrence is terminated without cause (as defined therein), demoted or has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein). See “
Potential Payments Upon Termination or Change in Control” above. The employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions.Pursuant to the Executive Chairman Agreement, Mr. Cryan will receive a salary of $12,500 per month, in addition to any other amounts Mr. Cryan receives from the Company for his other positions with the Company (such as his roles as Director, Chairman of the Board of Directors, and member of the Safety and Sustainability Committee) pursuant to the existing fee structure for those positions that were previously determined by the Board of Directors of the Company, as an employee of the Company. See “
Director Compensation” on page 16. Mr. Cryan or the Company may terminate the Executive Chairman Agreement at any time upon 60 days’ notice, and the Company upon such termination will only be obligated to pay Mr. Cryan the compensation and expenses due up to the date of the termination. The Executive Chairman Agreement also contains customary confidentiality, non-competition, and non-solicitation provisions.with the Company. Mr. Bakker’s employment agreement with the Company was disclosed by an 8-K that was filed on January 17, 2023.
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”
The Company is asking stockholders to approve an advisory resolution on the compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related narrative discussion included in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to approve, reject or abstain from voting with respect to our executive compensation programs and policies and the compensation paid to the named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers as described in this Proxy Statement.
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WESTWATER FOR FISCAL YEAR 2023.
| | | 2022 | | | 2021 | | ||||||
Audit fees(1) | | | | $ | 261,675 | | | | | $ | 224,005 | | |
Audit-related fees | | | | | — | | | | | | — | | |
Tax fees | | | | | — | | | | | | — | | |
All other fees | | | | | — | | | | | | — | | |
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| 2021 |
| 2020 | ||
Audit fees (1) | | $ | 224,005 | | $ | 276,287 |
Audit-related fees | |
| — | |
| — |
Tax fees | |
| — | |
| — |
All other fees | |
| — | |
| — |
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Name of Individual or Group | | | Number of Shares of Common Stock Beneficially Owned(1) | | | Percent of Class | | ||||||
Terence J. Cryan | | | | | 209,528 | | | | | | * | | |
Tracy D. Pagliara | | | | | 117,873 | | | | | | * | | |
Karli S. Anderson | | | | | 52,707 | | | | | | * | | |
Deborah A. Peacock | | | | | 302,327 | | | | | | * | | |
Frank Bakker | | | | | 2,000 | | | | | | * | | |
John W. Lawrence | | | | | 65,599 | | | | | | * | | |
Steven M. Cates | | | | | 41,025 | | | | | | * | | |
All current directors and executive officers as a group (7 persons) | | | | | 791,059 | | | | | | 1.6% | | |
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+ This category includes
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Cryan, 186,927 shares; Mr. Pagliara, 116,927 shares; Ms. Anderson, 52,707 shares; Ms. Peacock, 116,927 shares; Mr. Lawrence, 2,113 shares; and Mr. Cates, 9,498. Except as otherwise noted, the directors and executive officers exercise sole voting and investment power over their shares shown in the table and none of the share are subject to pledge. Except for 840 shares held by Mr. Lawrence’s spouse, the directors, director nominees and executive officers exercise sole voting and investment power over their shares shown in the table and none of the shares are subject to pledge.
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the proposal not earlier than the close of business on the 120th day prior to the 20232024 Annual Meeting and not later than the close of business on the later of 90th day prior to the 20232024 Annual Meeting date or the 10th day following the date on which public announcement of the 20232024 Annual Meeting is first made; otherwise, the proposal will be considered by us to be untimely and not properly brought before the meeting.
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