UR-ENERGY INC
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2025 · Filed Apr 25, 2025
Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or our Compensation Committee view the link between the Company’s performance and our executive pay.
Pay Versus Performance Table
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. The table below presents information on the compensation of our Chief Executive Officer and our other NEOs in comparison to certain performance metrics for 2024, 2023 and 2022. The metrics are not those that our Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. CAP does not reflect the amount of compensation actually paid, earned, or received during the applicable year.
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Average | | | | | | |
| | | | | | | Summary | | Average | | Value of | | |
| | | Summary | | | | Compensation | | compensation | | initial fixed | | |
| | | Compensation | | Compensation | | Table Total | | Actual Paid to | | $100 | | |
| | | Table Total | | Actually paid | | for Non-PEO | | Non-PEO | | Investment | | Net Loss |
| | | for PEO(1)(2) | | to PEO(3) | | NEOs(4)(5) | | NEOs(6) | | Based on TSR | | (in thousands) |
| Year | ($) | ($) | ($) | ($) | ($) | ($) | ||||||
| 2024 | | 1,010,565 | | 876,272 | | 727,047 | | 652,772 | | 94.26 | | (53,189) |
| 2023 | | 1,133,845 | | 1,264,503 | | 726,784 | | 814,529 | | 126.23 | | (30,656) |
| 2022 | | 977,721 | | 929,307 | | 555,000 | | 582,974 | | 94.26 | | (17,140) |
| (1) | The principal executive officer (the “PEO”) was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time. |
| (2) | Reflects the total compensation reported in the Summary Compensation Table for Mr. Cash in each year. |
| (3) | Represents the total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table. |
| (4) | The Non-PEO NEOs were Steven M. Hatten and Roger L. Smith in 2024, 2023, and 2022. |
| (5) | Reflects the average total compensation reported in the Summary Compensation Table for Messrs. Hatten and Smith for each of the years presented. |
| (6) | Represents the average total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
The table below provides the adjustments to the Summary Compensation Table amounts shown in the previous table to arrive at the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs.
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · 2024 · · 2023 · · 2022 · | |||||||||||||
| · · Non-PEO · · Non-PEO · · Non-PEO | |||||||||||||
| | | PEO | | NEO | | PEO | | NEO | | PEO | | NEO | |
| | | Totals(1) | | Averages(2) | | Totals(1) | | Averages(2) | | Totals(1) | | Averages(2) | |
| Description · ($) · ($) · ($) · ($) · ($) · ($) | |||||||||||||
| Summary compensation table Total compensation(3) | | 1,010,565 | | 727,047 | | 1,133,845 | | 726,784 | | 977,721 | | 555,000 | |
| Subtract summary compensation table Stock awards(3) | | (76,067) | | (44,941) | | (71,214) | | (40,958) | | (53,301) | | (34,063) | |
| Subtract summary compensation table Option awards(3) | | (158,620) | | (93,712) | | (160,041) | | (92,050) | | (286,341) | | (78,269) | |
| Add fair value of awards granted during the covered year that are unvested at year end, determined as of covered year end(4) | | 209,165 | | 123,574 | | 230,146 | | 132,371 | | 265,537 | | 109,667 | |
| Add change in fair value of awards granted in prior years that are unvested as of covered year end, determined based on the change in fair value from prior year end to covered year end(5) | | (84,774) | | (42,311) | | 89,836 | | 42,021 | | (4,409) | | (5,259) | |
| Add change in fair value of awards granted in prior years that vest in the covered year, determined based on the change in fair value from prior year end to covered year vesting date(6) | | (23,997) | | (16,885) | | 41,931 | | 46,361 | | 30,100 | | 35,898 | |
| Compensation actually paid | | 876,272 | | 652,772 | | 1,264,503 | | 814,529 | | 929,307 | | 582,974 | |
| (1) | The PEO was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time |
| (2) | The Non-PEO NEOs were Steven M. Hatten and Roger L. Smith in 2024, 2023, and 2022. |
| (3) | Reflects the total compensation, stock awards, and option awards reported in the Summary Compensation Table for the PEO and average compensation, stock awards, and option awards reported in the Summary Compensation Table for the non-PEO NEOs. |
| (4) | Reflects the fair value of the awards granted during the covered year that were unvested at the covered year end. The fair values were determined as of December 31 of each respective covered year. |
| (5) | Reflects the change in the fair value of the awards granted prior to the covered year that were unvested as of the covered year end. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to December 31 of each respective covered year. |
| (6) | Reflects the change in the fair value of the awards granted prior to the covered year that vested in the covered year. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to the vesting date of the awards in the respective covered year. |
Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total and average compensation in the covered year as described in the above Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table. Changes in the market price of our Common Shares following the grant date of an award can significantly influence the CAP calculations.
The following table is intended to assist in understanding the CAP changes in the above tables:
| | | | | | | |
|---|---|---|---|---|---|---|
| · 2022 · 2023 · 2024 | ||||||
| Canadian dollar share price used for CAP and TSR calculations(1) | | 1.57 | | 2.02 | | 1.64 |
| (1) | The Company’s stock and option awards are priced in Canadian dollars in accordance with the terms of the Amended and Restated Stock Option and RSU&EI Plans. All award adjustments in the Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table above are initially calculated in Canadian dollars and then converted to U.S. dollars using exchange rates in effect for the respective periods. |
The change in the market price of our Common Shares can greatly impact CAP calculations. Our share price increased from Canadian $1.57 in 2022 to Canadian $2.02 in 2023, then decreased to Canadian $1.64 in 2024. These changes significantly influenced the 2023 and 2024 CAP adjustments noted in the preceding Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid.
Relationship between Compensation Actually Paid and Prescribed Performance Measures
The following chart shows the relationship between CAP and the Company’s TSR for the covered periods.
A $100 investment made on December 31, 2021 would have decreased to $94, increased to $126, and decreased to $94 in the years ended December 31, 2022, 2023, and 2024, respectively. This is a direct reflection of our share price performance during the same periods. Share price performance is one of many measures used to evaluate performance and determine executive compensation.
However, our business and industry are heavily dependent upon the market price for uranium, which performed similarly to our share price performance, as shown in the following chart.
The following chart shows the relationship between CAP and the Company’s net loss for the covered periods.
Our net loss increased from $17.1 million in 2022 to $30.7 million in 2023 and $53.2 million in 2024. We were not in commercial production during 2022, having previously reduced production levels in response to depressed uranium prices. In 2023, we initiated production activities at Lost Creek in response to a recovering uranium market and significantly increased development expenditures, which led to increased losses. In 2024, ramp up activities continued at Lost Creek and development activities commenced at Shirley Basin. Because we were not in production in 2022, initiated production in 2023, and continued development activities in 2024, net loss does not necessarily align with how the Company, or our Compensation Committee, views the link between the Company’s performance and executive pay. Therefore, we do not rely on the relationship of net income to executive compensation, nor directly target it as an incentive, in our compensation program.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.