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.
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| Westwater Resources, Inc.
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20212023 ANNUAL MEETING OF STOCKHOLDERS20212023 Annual Meeting of Stockholders (the “Annual Meeting”) in virtual format only on Wednesday, May 21, 202110, 2023, at 9:00 a.m., localcentral daylight time at our headquarters, locatedwww.cesonlineservices.com/wwr23_vm. To participate in the Annual Meeting, you must pre-register at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112, 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.Approve the issuance of shares of common stock to Lincoln Park Capital Fund pursuant to New York Stock Exchange American Company Guide Rule 713(a).2.Approve an amendment to our 2013 Omnibus Incentive Plan, as amended, to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 1,500,000 shares.3.Elect as directors the five nominees named in the accompanying proxy statement.4.Provide advisory approval of our executive compensation.5.Ratify the appointment of Moss Adams LLP as our independent registered public accountant for 2021.6.Transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.25, 202113, 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 all of 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 26, 2021
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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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2021Monday, March 20, 2023.
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Date and Time: | | | Wednesday, May | | |
| 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.
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Election of five nominees to our Board of Directors (page | | | FOR each Director Nominee | |
Increase the authorized number of shares of common stock available and reserved for issuance under the 2013 Omnibus Incentive Plan (page 17) | | | FOR | |
3. Advisory vote to approve our executive compensation (page | |
| FOR | |
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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| Audit |
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| Corporate Governance |
| Environment |
Terence J. Cryan* |
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| 2017; 2006-16 |
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Christopher M. Jones |
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Tracy D. Pagliara* |
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Karli S. Anderson* |
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Deborah A. Peacock* |
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| | | Westwater Resources, Inc. 6950 S. Potomac Street, Suite 300 Centennial, Colorado 80112
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Stockholders (the “Record Date”).
in the reminder email message you will receive prior to the meeting.
Q: Why is the Company seeking stockholder approval of the common stock issuance proposal?
A: As a result of our listing on New York Stock Exchange American as of March 19, 2021, issuances of our common stock are subject to New York Stock Exchange American Company Guide Rule 713(a), which requires us to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of more than 19.99 percent of our outstanding shares of our
common stock (or securities convertible into or exercisable for shares of our common stock) at a price less than the lower of (i) the closing price (as reflected on Nasdaq.com, where we were previously listed) immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock (as reflected on Nasdaq.com where we were previously listed) for the five trading days immediately preceding the signing of the binding agreement.
TABLE OF CONTENTSFuture sales under the Purchase Agreement may result in the issuance by us of more than 19.99% of our outstanding shares of our common stock, which requires stockholder approval for purposes of New York Stock Exchange American Company Guide Rule 713(a). Accordingly, we are seeking approval from our stockholders of the proposed issuances of shares under the Purchase Agreement. We intend to use the Purchase Agreement as a source of capital to finance the design, engineering and construction of a commercial-scale, battery-grade graphite proceeding plant that is intended to be located in the State of Alabama.
Record Date.
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(Proposals 2, 3 and 5).
the Questions and Answers portion of this Proxy Statement.
• Via the Internet: You may vote by proxy via the Internet by following the instructions on the voting instruction form accompanying the proxy materials. • By Telephone: You may vote by proxy by calling the toll-free number found on the voting instruction form. • By Mail: You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided. Q: |
Q: How will my proxy be voted?
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: What does it mean if I receive more than one set of materials?
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. | |
Under the terms and subject to the conditionsBoard meetings held in 2022. All of the Purchase Agreement, we havedirectors then-serving attended the right, but not2022 Annual Meeting of Stockholders.
Under the Purchase Agreement, the Company may direct Lincoln Park to purchase up to 100,000 shares of common stock on any business day (each, a “Regular Purchase”), subject to a maximum purchase commitment of $1,000,000 per Regular Purchase. In addition, provided the closing price of our common stock exceeds a certain threshold price set forth in the Purchase Agreement and we have directed Lincoln Park to purchase the maximum amount of shares in a Regular Purchase, we may,Company’s leadership from time to time, and at our sole discretion, also direct Lincoln Park to purchase additional shareslong-term interests of our common stockshareholders. Based on these considerations, currently Mr. Cryan serves as Executive Chairman and Mr. Bakker serves as Chief Executive Officer. 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 “accelerated purchases,”engineering, project management, construction and “additional accelerated purchases” as set forth inoperations, and general corporate management.
The purchase price for Regular Purchases equals 95%2023 Annual Meeting are existing directors of the lower of (i)Company. Mr. Cryan, Mr. Pagliara, Ms. Anderson, and Ms. Peacock were elected by the lowest sale price of our common stock on the purchase date, or (ii) the arithmetic average of the three lowest closing sale prices for our common stock during the ten consecutive trading days ending on the trading day immediately preceding the purchase date. A purchase notice for a Regular Purchase may only be issued after the markets have closed (i.e., after 4:00 pm eastern time), which ensures that the purchase price is always known and fixedstockholders at the time the purchase notice is issued.
On any trading day when the closing price of our common stock is above $0.50 and when the maximum Regular Purchase has been made as described above, we also have the right (but not the obligation), in our sole discretion, to present Lincoln Park with a purchase notice for an accelerated purchase (an “Accelerated Purchase”). An Accelerated Purchase directs Lincoln Park to purchase up2022 Annual Meeting. Mr. Bakker was appointed to the lesserBoard effective January 16, 2023, following the resignation of (i) three times the number of shares purchased pursuant to a Regular Purchase, or (ii) 30% of the trading volumeChad M. Potter on the date of the Accelerated Purchase, in each case at a purchase price equal to 95% of the lower of the volume weighted average price of our common stock during the Accelerated Purchase measurement period on the applicable Accelerated Purchase date and the closing sale price of our common stock on the applicable Accelerated Purchase date.
Lincoln Park has no right to requireJanuary 16, 2023.
Board Member | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Safety and Sustainability | |
Terence J. Cryan+ | | | | | | | | | | | | x | |
Frank Bakker# | | | | | | | | | | | | Ch. | |
Tracy D. Pagliara* | | | x | | | x | | | Ch. | | | | |
Karli S. Anderson* | | | x | | | Ch. | | | | | | x | |
Deborah A. Peacock* | | | Ch. | | | x | | | x | | | | |
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proceeds, financial or business covenants, restrictions on future funding, rights of first refusal, participation rights, penalties or liquidated damagesprepare the Audit Committee report required to be included in the Purchase Agreement. Company’s proxy statements.
We have agreed with Lincoln Park that we will not enter into any “variable rate” transactions with any third party for 36 months, beginning on the Commencement Date, pursuant to the termsChair of the Purchase Agreement. We issued to Lincoln Park 150,000 sharesAudit Committee, and Mr. Pagliara, a member of common stock as commitment shares in consideration for entering into the Purchase Agreement.
The Purchase Agreement and Registration Agreement are attached as Exhibit 10.1 and Exhibit 10.2, respectively, toAudit Committee, each satisfies the Company’s Current Report on Form 8-K filed withcriteria adopted by the Securities and Exchange Commission on December 4, 2020.
Intended Use(“SEC”) to serve as an “audit committee financial expert.” In addition, the Board has determined that each of Ms. Peacock, Mr. Pagliara, and Ms. Anderson, constituting all current members of the Purchase Agreement
We intend to use the Purchase Agreement as a source of capital to finance the design, engineering and construction of a commercial-scale, battery-grade graphite processing plant thatAudit Committee, is intended to be located in the State of Alabama and known generally as the Coosa Graphite Project.
In February 2021, Westwater announced the commencement of a definitive feasibility study (“DFS”) for the Coosa Graphite Project that will produce designs and drawings for the detailed engineering effort needed before beginning the construction of the processing plant. The DFS also will identify long-lead items and provide detailed specifications for these items to be ordered. The processing plant will proceed in two phases. Phase I will build and operate a commercial-scale processing plant capable of producing 7,500 metric tonnes per year of our three battery-grade products, ULTRA-PMG™, ULTRA-CSPG™, and ULTRA-DEXDG™. In Phase II, the capacity of the processing plant will be increased to produce 15,000 metric tonnes per year. The DFS will address both Phase I and Phase II. The DFS is scheduled to be completed by the end of the second quarter of FY2021. Construction of the processing plant is anticipated to begin at the end of 2021 and continue through 2022.
Westwater plans to utilize the DFS as a basis for engaging financial institutions to fund the design, engineering and construction of the processing plant. Westwater realizes that any participation by financial institutions will also require capital contributions from Westwater. However, until the DFS is available and discussions on financing commence, the balance between funding from financial institutions and Westwater cannot be determined. As a result, Westwater put into place the Purchase Agreement to generate the necessary amount of capital that Westwater believes is needed to finance the design, engineering and construction of the processing plant. The Purchase Agreement will minimize capital risk to construct the processing plant and maintain the construction schedule.
Requirement to Seek Stockholder Approval
At the time we entered into the Purchase Agreement, our common stock was listed on the Nasdaq Capital Market, and we agreed in the Purchase Agreement that we would not issue or sell to Lincoln Park under the Purchase Agreement any shares of our common stock in excess of 3,804,370 (plus the 150,000 commitment shares), which represents 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with the applicable rules of the Nasdaq Stock Market or (ii) the average price of all applicable sales of common stock to Lincoln Park under the Purchase Agreement (including the 150,000 commitment shares) equals or exceeds $6.15, such that issuances and sales of our common stock to Lincoln Park under the Purchase Agreement would be exempt from the Exchange Cap limitation under applicable Nasdaq rules. Also, the Purchase Agreement provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable Nasdaq rules, and Nasdaq Rule 5635(d) requires us to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of more than 19.99% of our outstanding shares of our common stock (or securities convertible into or exercisable for shares of our common stock) at a price less than the lower of (i) the closing price (as reflected on
7
Nasdaq.com) immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “Nasdaq 20% Rule”). Under applicable Nasdaq rules, the Nasdaq 20% Rule continues to apply to transactions we entered into while our common stock was listed on the Nasdaq Capital Market, despite our subsequent decision to delist our common stock from the Nasdaq Capital Market.
In addition, because our common stock has been listed on the NYSE American commencing March 19, 2021, we are subject to the NYSE American listing rules, including Rule 713(a) of the NYSE American Company Guide (together with the Nasdaq 20% Rule, the “20% Rules”). Rule 713(a) of the NYSE American Company Guide requires stockholder approval of a transaction, other than a public offering, involving the sale, issuance or potential issuance by an issuer of common stock at a price less than the greater of book or market value which together with sales by officers, directors or principal stockholders of the issuer equals 20% or more of presently outstanding common stock.
Accordingly, to comply with the Exchange Cap and 20% Rules, we are seeking stockholder approval of the issuance of shares of our common stock under the Purchase Agreement. Through March 25, 2021, we have sold 3,800,000 shares of common stock (plus the 150,000 commitment shares) for aggregate gross proceeds of $24,922,200 under the Purchase Agreement, and $75,077,800 of the $100.0 million total commitment under the Purchase Agreement remains available for sale. We may sell up to an additional 4,370 shares under the Purchase Agreement without seeking additional stockholder approval in compliance with the 20% Rules.
In order to fully utilize the $100.0 million expected to be available to us, we believe that we would need to issue 12,000,000 additional shares of common stock to Lincoln Park, which would be in excess of the 20% Rules. Accordingly, in order to be able to sell to Lincoln Park the full amount available under the Purchase Agreement, we are seeking stockholder approval to issue more than 19.99% of our outstanding shares as of the date we entered into the Purchase Agreement with Lincoln Park.
In order to comply with the 20% Rules and to satisfy conditions under the Purchase Agreement, we are seeking stockholder approval to permit issuance of more than 19.99% of our common stock to Lincoln Parkindependent director pursuant to the Purchase Agreement. We are seeking stockholder approval for the issuance of up to 15,950,000 shares of our common stockrequirements under the Purchase Agreement. We would seek additional stockholder approval before issuing more than such 15,950,000 shares.
Effect of Failure to Obtain Stockholder Approval
If the stockholders do not approve this Proposal 1, we will be unable to issue shares of common stock to Lincoln Park pursuant to the Purchase Agreement in excess of the Exchange Cap. As a result, the Company would need to seek alternative sources of financing in order to complete engineering and design and to commence construction of the processing facility for the Coosa Graphite Project. Those alternative sources of financing could include a traditional capital raise, which from past experience have been quite costly, are generally limited in size, may result in significant price discounts for stock offerings, and could include the concurrent issuance of warrants. Without the availability of the Purchase Agreement, Westwater also may need to consider putting into place a convertible debt facility, but those facilities could include significant discounts and could contain terms that may materially impact the value of the Coosa Graphite Project. Yet another option if the Purchase Agreement is not approved is the use of a partner or joint venture, but finding and negotiating with such entities takes time and, in the end, it is likely that Westwater would have to share a substantial portion of the anticipated profits from the Coosa Graphite Project, which is currently wholly-owned by Westwater.
Reasons for Transaction and Effect on Current Stockholders
The Board of Directors has determined that the Purchase Agreement with Lincoln Park is in the best interests of the Company and its stockholders because the right to sell shares to Lincoln Park provides the Company with a reliable source of capital at low cost as compared to other sources, and the ability to access that capital when and as needed, which de-risks the Coosa Graphite Project.
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The Purchase Agreement does not affect the rights of the holders of outstanding common stock, but the sale of shares to Lincoln Park pursuant to the terms of the Purchase Agreement will have a dilutive effect on the existing stockholders, including the voting power and economic rights of the existing stockholders. As of March 25, 2021, the Company had 32,336,315 shares outstanding. If we were to sell to Lincoln Park all 15,950,000 shares we are seeking stockholder approval to issue under the Purchase Agreement, Lincoln Park would have purchased approximately 32.8% of the outstanding shares of the Company after such issuances; however, at any one time Lincoln Park is limited from owning more than 9.99 percent of the Company’s outstanding shares.
Notwithstanding the foregoing, the Purchase Agreement provides that the Company shall not issue, and Lincoln Park shall not purchase, any shares of our common stock under the Purchase Agreement if such shares proposed to be issued and sold, when aggregated with all other shares of our common stock then owned beneficially (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended)amended (the “Exchange Act”) and NYSE American listing standards and is able to read and understand the Company’s financial statements.
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 | | |
Effectthe Annual Report on Form 10-K for a discussion of Approval
If this Proposal 1 is approved by our stockholders, we will be able to issue shares in a greater number than permitted by the Exchange Cap to Lincoln Park under the Purchase Agreement. valuation assumptions for stock and option awards.
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 | | |
In addition, the additional shares that we could issue to Lincoln Park willFebruary 26, 2022, and as a result in greater dilution to existing stockholders and may result in a decline in our stock price or greater price volatility.
Each additional share of common stock that would be issuable to Lincoln Park would have the same rights and privileges as each share of our currently authorized common stock.
Vote Required and Recommendation of the Board of Directors
If a quorumhe is present, the number of affirmative votes cast in favor of this Proposal 1 must exceed the number of votes cast against the proposal for approval of this proposal; provided, however, that the vote of any shares of our common stock issued to Lincoln Park pursuant to the Purchase Agreement will not be counted in determining whether or not Proposal 1 is approved. Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal.
THE BOARDno longer an Independent Director.
CONTENTS
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Company’s executive officers.
With only 54,460 shares remaining in the Incentive Plan at the end of 2016 (that figure is not adjusted for a subsequent reverse stock split in 2019 discussed below) on July 18, 2017, our stockholders routinely approved an amendmentamendments to the Incentive Plan to increase the authorized number of shares of common stock available and reserved for issuance under the Incentive Plan, and to re-approve the material terms of the performance goals under the Incentive Plan. As part of that approval, another 1 million shares of our common stock were authorized and reserved for issuance under the Incentive Plan (that figure also is not adjusted for the subsequent reverse stock split in 2019 discussed below). Equity awards continued to be made from the Incentive Plan over the following eighteen months, again slowly reducing the number of shares available for future awards.
Withthat purpose. By February 2023, there were only 13,905415,815 shares remaining in the Incentive Plan at the end of 2018 (that figure is not adjusted for a subsequent reverse stock split discussed below), on April 18, 2019, our stockholders approved another amendment to the Incentive Plan to increase the authorized number of shares of common stock available and reserved for issuance under the Incentive Plan, and approved amendments to the limitations on the number of shares that may be issued in individual recipients in any calendar year. As part of that approval, another 3.3 million shares of our common stock were authorized and reserved for issuance under the Incentive Plan; however, on April 23, 2019, Westwater effectuated a 1-for-50 reverse stock split that dramatically reduced the increase to only 66,000 shares.
With only 45,886 shares remaining in the Incentive Plan at the end of 2019, on April 28, 2020, our stockholders approved another amendment to the 2013 Incentive Plan to increase the authorized number of shares of common stock available and reserved for issuance under such plan by 350,000 shares, and approved amendments to the limitations on the number of shares that may be issued to individual recipients in any calendar year. During 2020, Westwater’s Compensation Committee, Nominating and Corporate Governance Committee and Board of Directors approved the grant of equity awards in the form of both non-qualified stock options (“NQSO”s) to the Directors, which would vest on time-based criteria in one year, and restricted stock units (“RSU”s) to officers, employees and a consultant, which would vest on time-based and performance-based criteria over a three-year period. Those equity awards collectively totaled 337,300 shares of Westwater common stock. By the end of 2020, only 58,585 shares are available in the Incentive Plan, which is not sufficient for future awards. the anticipated equity awards to eligible directors, officers, and employees in Fiscal Year 2023.
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basis, of the 32,336,31549,999,759 shares of our common stock that was outstanding as of March 25, 2021,13, 2023, and as such, represents minimal risk of dilution or overhang.
Our Board The proposed change is the same as was requested and its Compensation Committee and its Nominating and Corporate Governance Committee believeapproved by the shareholders at the 2021 Annual Meeting (at that equity awards are important in recruiting and retaining highly qualified officers, employees and non-employee directors. The Incentive Plan, as proposedtime the request was to be amended, will allow the Company to continue to grant equity awards over the next two years and will continue to permit us the flexibility to determine the types and specific terms of awards made to participants. This flexibility allows us to make future awards basedapprove a 1.5 million share increase representing approximately 4.7 percent on our objectives of aligning compensation with stockholder value.
| | | 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) |
| 159,057 |
| 0.83 | % |
Restricted stock units outstanding |
| 236,403 |
| 1.23 | |
Restricted stock awards outstanding |
| — |
| — | |
Shares available for grant |
| 58,585 |
| 0.31 | % |
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Upon stockholder approval of the amendment to the Incentive Plan, it will become effective. If the stockholders do not approve the amendment to the Incentive Plan, it will not become effective, the existing Incentive Plan will continue in effect, and we may continue to grant awards under the existing Incentive Plan, subject to its terms, conditions and limitations and up to the limitoutstanding stock options as of 58,585 shares.
A copy of the proposed amendment is attached to this proxy statement as Appendix A, and a full copy of the Incentive Plan as amended is attached hereto as Appendix B.
The Board recommends a vote FOR the approval of the amendment to the Incentive Plan.
March 13, 2023, was approximately $4.63 per share.
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By approving the amendment to the Incentive Plan, based on our current stock price, we anticipate we could deliver competitive equity compensation and grant awards for the next two years, assuming no significant declines in the value of our equity.
Aligning our Employees’ Interests with our Stockholders
• No “Evergreen Provision.” The Incentive Plan specifies a fixed number of |
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Background for Approval of Additional Shares
As of December 31, 2020, 2021, we had 58,585 shares available for issuance of future equity awards undergrants and does not provide for any automatic increase based on the Incentive Plan. In setting and recommending to stockholders the additional number of outstanding shares to be authorized for issuance under theof our common stock.
| | | | | | | | | | | |
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| |
| |
| |
| |
| % of Weighted |
|
| | | | | | | | | | Average Number of |
|
| | Options | | RSUs | | Restricted | | | | Shares Outstanding |
|
Fiscal Year | | Granted | | Granted | | Stock Granted | | Total | | During Year |
|
2020 |
| 149,801 |
| 236,403 |
| — |
| 386,204 |
| 4.39 | % |
2019 |
| 20,943 |
| — |
| — |
| 20,943 |
| 1.07 | % |
2018 |
| 8,974 |
| — |
| — |
| 8,974 |
| 0.97 | % |
prohibits the re-pricing of stock options and stock appreciation rights, without first obtaining the approval of our stockholders.
13
under the Incentive Plan for employee-directors, officers, employees, and consultants. The Nominating and Corporate Governance Committee determines the number of shares of common stock subject to awards under the Incentive Plan for non-employee directors. Each member of our Compensation Committee and each member of our Nominating and Corporate Governance Committee is both a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee also interprets the provisions of the Incentive Plan. During any period of time in which we do not have a Compensation Committee, the Incentive Plan will be administered by the Board of Directors or another committee appointed by the Board of Directors. References herein to our Compensation Committee include a reference to the Board of Directors or another committee appointed by the Board of Directors for those periods in which the Board of Directors or such other committee appointed by the Board of Directors is acting.
The
cancellation, plus (z) the additional 1,500,000 shares being authorized for issuance under the Incentive Plan.
14
Recoupment
Award agreements for awards granted pursuant to the Incentive Plan provide for mandatory repayment by the recipient to us of any gain realized by the recipient to the extent the recipient is in violation of or in conflict with certain agreements with us (including but not limited to an employment or non-competition agreement) or upon termination for “cause” as defined in the Incentive Plan, applicable award agreement, or any other agreement between us and the grantee. Awards are also subject to mandatory repayment to the extent the grantee is or becomes subject to any clawback or recoupment right we may have or to the extent any law, rule or regulation imposes mandatory recoupment.
15
the participants’ consent or violate our plan’s prohibition on repricing. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Our stockholders also must approve any amendment that changes the no-repricing provisions of the Incentive Plan. The Incentive Plan has a term that expires tenfifteen years after the original stockholder approval of the plan,Incentive Plan, i.e., on June 4, 2028, but it may be earlier terminated by the Board of Directors at any time.
16
entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.
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 | | |
| | | | | | | |
|
| |
| | |
| Number of securities |
| | | | 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 | |
Plan Category | | and rights (a) | | and rights (b) | | reflected in column(a)) (c) | |
Equity compensation plans approved by security holders (1)(2)(3) |
| 395,460 | | $ | 4.36 |
| 58,585 |
17
ELECTION OF DIRECTORS
The Board has nominated five directors for election at the Annual Meeting. The directors will hold office from election until the next Annual Meeting of Stockholders and until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently directors and were elected by the stockholders at the 2020 Annual Meeting.
If your proxy is properly completed and received in time for the Annual Meeting, and if your proxy does not indicate otherwise, the represented shares will be voted “FOR” each of the directors presented below. We have no reason to believe that any of the nominees for director will be unable to serve if elected. However, if any of these nominees becomes unavailable, the persons named in the proxy intend to vote for any alternate designated by the current Board. Proxies cannot be voted for a greater number of persons than the nominees named.
The paragraphs below describe each nominee’s individual management and leadership experience for at least the last five years, which the Company believes, in the aggregate, creates a well-rounded and capable Boardcurrently issues equity awards.
Following each nominee’s biography below, we have highlighted certain notable skills and qualifications that contributed to his or her selection as a member of our Board of Directors.
| | | | | | |
Name | | Age | | Director Since | | Primary Occupation |
Terence J. Cryan | | 58 | | 2017; 2006-16 | | Chairman of the Board, Westwater Resources, Inc. and Managing Director, MACCO Restructuring Group, LLC |
Christopher M. Jones | | 62 | | 2013 | | President and Chief Executive Officer, Westwater Resources, Inc. |
Tracy D. Pagliara | | 58 | | 2017 | | President & CEO of Williams Industrial Services Group, Inc. |
Karli S. Anderson | | 47 | | 2018 | | Vice President, Summit Materials, Inc. |
Deborah A. Peacock | | 64 | | 2020 | | President, CEO & Managing Director, Peacock Law, P.C. |
Terence J. Cryan
Chairman of the Board and Chairman of the Nominating and Corporate Governance Committee
Terence J. Cryan rejoined the Westwater Resources Board as its Chairman in August 2017. He previously served as a director from October 2006 to March 2016, served as Westwater’s Interim President and Chief Executive Officer from September 2012 to March 2013, and served as Chairman of the Board from June 2014 through March 2016. Mr. Cryan is also Chairman of the Board of Ocean Power Technologies, Inc. where he has served as a director since October 2012.
Mr. Cryan currently serves as a Managing Director of MACCO Restructuring Group, LLC, which provides qualified interim leadership and advice to debtors and their stakeholders across a broad spectrum of business sectors. Mr. Cryan served as President and Chief Executive Officer of Global Power Equipment Group Inc. 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
18
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.
Mr. Cryan served as a Director on the Board of Global Power Equipment Group Inc. from January 2008 until July 2017. Mr. Cryan was previously a Director on the Board of Superior Drilling Products, Inc. from June 2014 to December 2016. He was also previously a director of The Providence Service Corporation from May 2009 to May 2011 and Gryphon Gold Corporation from August 2009 to December 2012. Mr. Cryan has also been an adjunct professor at the Metropolitan College of New York Graduate School of Business and is a frequent speaker at finance and energy & natural resources industry gatherings. Mr. Cryan received a Master of Science degree in Economics from the London School of Economics in 1984 and a Bachelor of Arts degree in Economics from Tufts University in 1983. Mr. Cryan is a Board Leadership Fellow and member of the National Association of Corporate Directors.
Mr. Cryan’s extensive financial industry experience and educational background in economics provide him with a wealth of knowledge in dealing with financial, accounting and regulatory matters. Mr. Cryan’s prior professional experience also permits him to provide valuable advice to the Company with respect to potential capital raising and merger and acquisition transactions, and his prior Board service and service as Interim President and Chief Executive Officer of the Company provides him a deep understanding of the operations of the Company.
Christopher M. Jones
President and Chief Executive Officer
Chairman of the Health, Safety and Environment Committee
Christopher M. Jones has served as President and Chief Executive Officer and a director since April 2013 and served as the interim Chairman of the Board from March 2016 to August 2017. Mr. Jones has more than 30 years’ experience in the mining industry and was most recently President, Chief Executive Officer and a director of Wildcat Silver Corporation from August 2008 to May 2012, where he and his team effectively doubled the size of Wildcat Silver’s resources twice using proven metallurgical technologies. Prior to that, Mr. Jones was the Chief Operating Officer and the Mining General Manger at Albian Sands Energy from April 2004 to June 2008. Mr. Jones also held management positions at RAG Coal West Inc., Phelps Dodge Sierrita Corp. and Cyprus Amax Coal Company. He is a member of the American Institute of Mining, Metallurgical, and Petroleum Engineers and is a Professional Engineer registered in Utah and Alberta as well as a member of the National Association of Corporate Directors. Mr. Jones received a Bachelor of Science degree in Mining Engineering at the South Dakota School of Mines and a Master of Business Administration degree from Colorado State University.
Mr. Jones has extensive executive and leadership experience as a result of his prior employment in management roles at other companies within the mining industry, which enables him to provide valuable counsel to Westwater on issues of strategic planning and corporate governance. Mr. Jones’ extensive experience engaging First Nations peoples on Canada, leading efforts to implement The Mining Association of Canada’s Towards Sustainable Mining process, successful efforts to secure ISO 14001 certifications, and receiving national safety awards for safe mine performance will help secure success for Westwater as it develops businesses in the energy materials sector. In addition, Mr. Jones has a history of leading various mining and production operations, as well as exploration and development projects, which will be useful to Westwater in its efforts to develop its Coosa Graphite Project in Alabama.
Tracy D. Pagliara
Member of the Audit, Compensation and Nominating and Corporate Governance Committees
Tracy D. Pagliara has served as a director since July 2017. Since April 2018, Mr. Pagliara has been serving as CEO of Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group, Inc.), a publicly traded provider of construction and maintenance services to the power, energy and industrial customers (“Williams”). From July 2017 to April 2018, Mr. Pagliara served as Co-President and Co-CEO of Williams. Mr. Pagliara joined Williams in April 2010 as General Counsel, Secretary and Vice President, Business Development and served in multiple other positions of increasing responsibility, including Senior Vice President, Administration, prior to his appointment as Co-President and Co-CEO in July 2017. Prior to joining Williams in April 2010, Mr. Pagliara served as the Chief Legal Officer of Gardner Denver, Inc., a leading global manufacturer of highly engineered compressors, blowers, pumps and other fluid transfer equipment, from
19
August 2000 through August 2008. He also had responsibility for other roles during his tenure with Gardner Denver, including Executive Vice President of Administration, Chief Compliance Officer, and Corporate Secretary. Prior to joining Gardner Denver, Mr. Pagliara held positions of increasing responsibility in the legal departments of Verizon Communications/GTE Corporation from August 1996 to August 2000 and Kellwood Company from May 1993 to August 1996, ultimately serving in the role of Assistant General Counsel for each company. Mr. Pagliara has a B.S. in Accounting and a J.D. from the University of Illinois. He is a member of the Missouri and Illinois State Bars and a Certified Public Accountant.
Mr. Pagliara brings to the Board extensive experience advising public companies and companies in the energy industry, in addition to companies with similar capital needs to Westwater. Mr. Pagliara’s background in accounting will also permit him to contribute substantially as a member of the Audit Committee.
Karli S. Anderson
Chair of the Compensation Committee and Member of the Audit and the Health, Safety and Environment Committees
Karli S. Anderson is Vice President, Investor Relations at Summit Minerals, Inc., a leading vertically-integrated materials company with operations throughout North America. She previously served as Vice President, Investor Relations for Royal Gold, Inc., a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties, and similar production-based interests with over 190 properties on six continents. Previously, from 2010 to 2013, Ms. Anderson was a Senior Director of Investor Relations for Newmont Mining Corporation, one of the world’s largest gold producers. Ms. Anderson’s 20 years of capital markets experience includes shareholder engagement related to environmental, social and governance (ESG) factors with both equity and fixed income investors as well as proxy advisory firms. From 2012 to 2018, Ms. Anderson served as Chairman of the Board of the Denver Gold Group, an organization representing seven-eighths of the world’s publicly traded gold and silver companies. Ms. Anderson holds a Bachelor’s Degree in telecommunications from Ohio University, a Masters of Business Administration (finance) from the Wharton School at the University of Pennsylvania and is in the process of completing her Master’s Degree in Professional Accounting from Colorado State University. Ms. Anderson is a Governance Fellow and member of the National Association of Corporate Directors.
Ms. Anderson’s insights and guidance, her wealth of experience in the mining industry, as well as her advocacy towards greater corporate governance within the investment community, will continue to be critical assets to Westwater.
Deborah A. Peacock
Chair of the Audit Committee, Member of the Compensation Committee
Ms. Peacock is an attorney licensed to practice law in New Mexico, Colorado and New York, and she is a Registered Patent Attorney. Ms. Peacock is also a Registered Professional Engineer in Colorado and New Mexico. Ms. Peacock is the President, CEO, Managing Director and owner of Peacock Law P.C. located in Albuquerque, New Mexico, which she founded in April 1995. In 2014, Ms. Peacock co-founded the Greater New Mexico Chapter of Women Corporate Directors and currently serves on its Board.
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 since 2015. 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. Since 2017, Ms. Peacock has served on the Board of Directors of New Mexico Gas Company, and since 2018 she has served on the Board of Directors of Emera Technologies, LLC – both wholly-owned subsidiaries of Emera, Inc. Ms. Peacock has served on the Board of New Mexico Angels since 2005. In addition to her current Board service, Ms. Peacock previously served on the Board of The Georgia O’Keeffe Museum located in Santa Fe, New Mexico and both its Audit and Executive Committees, and as Chair of its Audit Committee. She previously served on the New Mexico Environmental Improvement Board and as Chair for four years.
Ms. Peacock obtained her Bachelors of Science degree (B.S.) in Metallurgical Engineering from the Colorado School of Mines, and her Law Degree (J.D.) from Harvard Law School. She is also a Governance Fellow with the National
20
Association of Corporate Directors. Ms. Peacock brings to the Board extensive experience in or with corporate governance, financial oversight, a wide variety of business and corporate legal matters including intellectual property and mergers & acquisitions, and has knowledge of mining and metallurgy industries, environmental regulations, permitting, and community involvement and engagement.
CORPORATE GOVERNANCE
The Company’s business and affairs are overseen by the Board pursuant to the Delaware General Corporation Law and the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”). Members of the Board are kept informed of the Company’s business through discussions with the Chairman and key members of management, by reviewing materials provided to them and by participating in Board and Committee meetings. All members of the Board are elected annually by the stockholders.
Regular attendance at Board meetings and the Annual Meeting is expected of each director. Our Board held 15 meetings during 2020. No director attended fewer than 75% of the total number of Board and applicable Committee meetings (held during the period that such director served) in 2020. The independent directors met in executive session at several of the Board meetings held in 2020. All of the directors at the time attended the 2020 Annual Meeting of Stockholders.
The Company’s governing documents allow the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. Currently, Mr. Cryan serves as Chairman and Mr. Jones serves as Chief Executive Officer.
Determination of 2021 Director Nominees
Each of the director nominees at the 2021 Annual Meeting are existing directors of the Company and stood for election and were elected at the Company’s 2020 Annual Meeting of Directors. Criteria for financial experience, diversity, and public company experience at a senior level were used as part of the selection process. Marvin K. Kaiser served on the Westwater Board of its Directors from 2007 until the 2020 Annual Meeting.
The Board annually reviews all relationships that directors have with the Company to affirmatively determine whether the directors are “independent” under Nasdaq listing standards. The Board has determined that each of Ms. Anderson and Peacock and Messrs. Cryan and Pagliara are “independent” and as a result, each existing member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is “independent.” In arriving at the foregoing independence determination, the Board considered transactions and relationships between each director or any member of her or his immediate family and the Company, its subsidiaries or its affiliates. The Board has determined that the directors designated as “independent” have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.
Interested parties, including the Company’s stockholders, desiring to communicate with the Board members, including its non-management directors as a group, may do so by mailing a request to the Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. Pursuant to the instruction of the Company’s non-management directors, the Secretary will review inquiries and if they are relevant to, and consistent with our operations, policies and procedures, they will be forwarded to the director or directors to whom they are addressed. Inquiries not forwarded will be retained by the Company and will be made available to any director upon request.
21
The Board has established four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Health, Safety and Environment Committee. The table below indicates the members of each standing Board Committee as of March 15, 2021.
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Each of the Company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee operates under a charter, adopted by the Board, which is available on the Company’s website at www.westwaterresources.net under “Corporate Governance,” or in print, without charge, to any stockholder who sends a request to the office of the Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. The functions performed by each of the standing Committees are briefly described below.
We have a separately-designated Audit Committee composed solely of independent directors. The Audit Committee held four meetings in 2020.
The Audit Committee’s primary responsibilities are to:
The Board has determined that Ms. Peacock, the chair of the Audit Committee, and Mr. Pagliara, a member of the Audit Committee, each satisfies the criteria adopted by the SEC to serve as an “audit committee financial expert.” In addition, the Board has determined that each of Ms. Peacock, Mr. Pagliara and Ms. Anderson, constituting all current members of the Audit Committee, is an independent director pursuant to the requirements under the Exchange Act and Nasdaq listing standards and is able to read and understand the Company’s financial statements.
The Compensation Committee held four meetings in 2020. The Compensation Committee is responsible for assisting the Board in setting the compensation of the Company’s directors and executive officers and administering and
22
implementing the Company’s incentive compensation plans and equity-based plans. The Compensation Committee’s duties and responsibilities are to:
The Compensation Committee also reviews and discusses the Compensation Discussion and Analysis appearing in the Company’s proxy statements with management, and based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis set forth herein be included in this proxy statement.
Under the Compensation Committee Charter, the Compensation Committee has the authority to retain compensation consultants. Meridian Compensation Partners was engaged in March 2018 to review our Long-Term Incentive program to ensure it was competitive as an incentive and retention program. See the discussion under the heading “Compensation Discussion and Analysis” for further information regarding the executive compensation programs. The Compensation Committee also has the authority to obtain advice and assistance from executives, internal or external legal, accounting or other advisors as it determines necessary to carry out its duties.
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.
The Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee held one meeting in 2020. The Nominating and Corporate Governance Committee’s duties and responsibilities are to:
The Nominating and Corporate Governance Committee of the Board identifies director candidates based on input provided by a number of sources, including members of the Nominating and Corporate Governance Committee, other directors, our stockholders, members of management and third parties. The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by our stockholders and those recommended by other parties. Any stockholder recommendation must be sent to the Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, and must include detailed background information regarding the suggested candidate that demonstrates how the individual meets the Board membership criteria discussed below. The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates.
As part of the identification process, the Nominating and Corporate Governance Committee takes into account each candidate’s business and professional skills, experience serving in management or on the board of directors of companies similar to the Company, financial literacy, independence, personal integrity and judgment. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and
23
recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Board does not have a formal diversity policy for directors. However, the Board is committed to an inclusive membership. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process. Incumbent directors who are being considered for re-nomination are re-evaluated both on their performance as directors and their continued ability to meet the required qualifications.
The Health, Safety and Environment Committee
The Health, Safety and Environment Committee held two meetings in 2020. Its function is to provide oversight to the Company as the Company undertakes and conducts, in compliance with all regulatory, statutory and the Company’s policies, its operations in an economically and socially responsible manner, with due regard to the safety and health of its employees, the impact of its operations on the natural environment, and the social, economic, health and environmental-related impacts in the communities in which the Company operates.
The Company has adopted a Code of Ethics for Senior Financial Officers, which is applicable to the Company’s chief executive officer, chief financial officer, controller, treasurer and chief internal auditor, and a Code of Business Conduct and Ethics, which is applicable to all of directors, officers and employees. Copies of the codes are available on the Company’s website at http://www.westwaterresources.net/corporate/corporate-governance or in print, without charge, to any stockholder who sends a request to the office of the Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. In the event that the Company makes any amendment to, or grants any waiver from, a provision of the Code of Ethics for Senior Financial Officers that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, or certain other senior officers and requires disclosure under applicable SEC rules, the Company intends to disclose such amendment or waiver and the reasons for the amendment or waiver on the Company’s website or, as required by Nasdaq rules, file a Current Report on Form 8 K with the SEC reporting the amendment or waiver.
The Company’s Internet website address is provided as an inactive textual reference only. The information provided on the website is not incorporated into, and does not form a part of, this proxy statement.
The Company’s general policy with respect to related party transactions is included in its Code of Business Conduct and Ethics, the administration of which is overseen by the Audit Committee. Directors and officers are required to report any transaction that the Company would be required to disclose pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K (a “Related Party Transaction”) to the Audit Committee.
The Company collects information about potential Related Party Transactions in its annual questionnaire completed by directors and officers. Potential Related Party Transactions are subject to the review and approval of the non-interested members of the Audit Committee. In determining whether to approve any such transaction, the Audit Committee will consider such factors as it deems relevant, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in arm’s length negotiations with an unrelated third party.
The Company was not a party to any Related Party Transaction since the beginning of 2018.
24
Board Oversight of Risk Management
The Board has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. The Board relies upon the President and Chief Executive Officer to supervise day-to-day risk management, who reports directly to the Board and certain Committees on such matters as appropriate.
The Board is also responsible for oversight of the Company’s efforts to address environmental, social and corporate governance (“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 several 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 the Board of Directors, we have 50/50 gender representation for independent Directors.
The Board delegates certain oversight responsibilities to its Committees. For example, while the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations and ethics rests with the management, the Audit Committee provides risk oversight with respect to the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and corporate policies and controls, and the independent auditor’s selection, retention, qualifications, objectivity and independence. Additionally, the Compensation Committee provides risk oversight with respect to the Company’s compensation programs, and the Nominating and Corporate Governance Committee provides risk oversight with respect to the Company’s governance structure and processes and succession planning. The Board and each Committee consider reports and presentations from the members of management responsible for the matters considered to enable the Board and each Committee to understand and discuss risk identification and risk management.
The Audit Committee, operating under a written charter adopted by the Board, reports to and acts on behalf of the Board by providing oversight of the Company’s independent auditors and the Company’s financial management and financial reporting procedures. Management has primary responsibility for preparing the Company’s financial statements and establishing and maintaining effective internal financial controls and for the public reporting process. Moss Adams LLP, the Company’s independent registered public accountants, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.
In this context, the Audit Committee reviewed and discussed with management and Moss Adams LLP the audited financial statements for the year ended December 31, 2020, the Moss Adams audit fees, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has discussed with Moss Adams LLP the matters that are required to be discussed by the applicable Public Company Accounting Oversight Board and SEC standards. Moss Adams LLP has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Moss Adams LLP’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Moss Adams LLP that firm’s independence. The Audit Committee also concluded that Moss Adams LLP’s provision of audit and non-audit services to the Company and its affiliates is compatible with Moss Adams LLP’s independence.
Based on the considerations referred to above, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2020 be included in the Company’s Annual Report on Form 10-K for 2020 and selected Moss Adams LLP as the independent registered public accountants for the Company for 2021.
The Report was submitted by the following members of the Audit Committee of the Board:
Deborah A. Peacock, Chair
Tracy D. Pagliara
25
Karli S. Anderson
The information contained in the foregoing Audit Committee Report shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.
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In 2020, the compensation of non-employee directors consisted of an annual $50,000 cash retainer, earned at a rate of $12,500 per quarter. The compensation of the Company’s Chairman of the Board, Mr. Cryan, consisted of $27,500 per quarter. All of the Company’s directors are also reimbursed for reasonable out-of-pocket expenses related to attendance at Board and Committee meetings.
In addition, each non-employee director earned $1,250 per quarter for each committee served upon, with the Chair of each committee earning either an additional $2,500 per quarter (in the case of the Audit and Compensation Committees) or $1,250 per quarter (in the case of the Nominating and Corporate Governance and the Health, Safety and Environment Committees) for such service.
Also, each non-employee director (other than Mr. Kaiser who retired from the Board in April 2020) was provided with a stock award valued at $50,000 following the annual general meeting of stockholders held in April 2020.
The following table summarizes all compensation earned by directors, excluding Mr. Jones, whose compensation is set forth in the 2020 Summary Compensation Table, in the year ended December 31, 2020.
| | | | | | |
| | Fees Earned | | | | |
| | or | | Stock | | |
|
| Paid in Cash |
| Awards |
| Total |
Name | | ($) | | ($) (1) | | ($) |
Terence J. Cryan |
| 120,000 |
| 50,000 |
| 170,000 |
Tracy D. Pagliara |
| 65,000 |
| 50,000 |
| 115,000 |
Karli S. Anderson |
| 75,000 |
| 50,000 |
| 125,000 |
Deborah A. Peacock |
| 47,115 |
| 50,000 |
| 97,115 |
Marvin K. Kaiser |
| 24,520 |
| — |
| 24,520 |
The number of RSUs and vested and unvested stock options held by each non-employee director at fiscal year-end 2020 is shown below:
| | | | | | |
|
| Number of |
| Number of |
| Restricted |
Name | | Vested Options | | Unvested Options | | Stock Units |
Terence J. Cryan |
| 946 |
| 31,451 |
| — |
Tracy D. Pagliara |
| 946 |
| 31,451 |
| — |
Karli S. Anderson |
| — |
| 31,451 |
| — |
Deborah A. Peacock |
| — |
| 31,451 |
| — |
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Name | |
| Age | | | Position | |
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| | | President and Chief Executive Officer | |
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| | | Senior Vice | |
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| | Chief Administrative Officer, General Counsel & Corporate Secretary | |
Christopher M. Jones –
Jeffrey L. Vigil
Dain A. McCoig joined
Purdue University.
| | | 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 | | | January 1, 2022 – August 26, 2022 | |
| | | Vice | | | 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 | |
28
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.
| | | 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. | |
29
Core Values:
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• Safety, of: • Each other; • Our environment; • The communities where we work; • Our assets; and • Our reputation. • Cost management: • Focus on first quartile cost performance; and • Effective and efficient use of our stockholder’s assets. • Reliability and integrity: • Highest level of performance every day; • Improving our processes; and • Conservative promises well-kept. |
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Peer Group Analysis and Use of Compensation Consultants
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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 | |
31
At our 20202022 Annual Meeting, 72%76% of the shares cast on the Say-on-Pay proposal voted to approve the compensation paid to our NEOs, 26%21% voted against such compensation, and 2%3% abstained. While theThose results wereare markedly improved from the 2018 and 2019 Annual Meetings and generally consistent with the results in the 2020 and 2021 Annual Meetings. The following table illustrates the change over time. The Board and the Compensation Committee will continue to focus on driving NEO performance against specific goals and ensuring that the interestsinterest of management and stockholders are aligned properly.
As a historical reference, at our 2018 Annual Meeting, 51% of the shares cast on the Say-on-Pay proposal voted against the compensation paid to our NEOs, 45% voted to approve such compensation, and 4% abstained.
| | | 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% | | |
At our 2019 Annual Meeting, 45% of the shares cast on the Say-on-Pay proposal voted against the compensation paid to our NEOs, 39% voted to approve such compensation, and 26% abstained.
The Board and the Compensation Committee will continue to engage in stockholder outreach with the aim of increasing the percentage of stockholders voting in favor of the Say-on-Pay proposal.
2022
32
four three meetings and its members engaged in numerous additional informal telephone conference calls. At everydiscussions. Also in 2022, the Board held ten meetings and at several of those meetings the independent Directors discussed issues involving executive compensation. The following summarizes those meetings and discussions.
2020 GrantsLTI plan. The Committee concluded that all of Plan-Based Awards
the 2022 objectives in the fiscal year 2022 LTI plan has been satisfied, and they authorized a full payout under that plan. The Committee also concluded that only the time-based elements in the fiscal year 2021 LTI plan and in the fiscal year
and the 2022 LTI Plan
33
Further, the Compensation Committee commendedwas unwilling to exercise any discretion with regard to this specific goal.
34
35
36
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granting additional long-term performance-based and time-based equity awards to executive officers during the course of 20212023 to continue aligning their long-term incentives with those of stockholders.
During
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 | | |
For fiscal 2020, the Compensation Committee increased base salaries for NEOs by 5% in recognition of evolution in responsibilities of management as the Company was completing its strategic pivot to the graphite business. In addition, the increase was reflective of the fact that there was no merit increase for 2019. The 2020 base salaries were as follows:
| | | | | |
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| 2019 Base | |
Name | | Title | | Salary | |
Christopher M. Jones |
| President and Chief Executive Officer | | $ | 318,360 |
Jeffrey L. Vigil |
| Vice President—Finance and Chief Financial Officer | | $ | 232,625 |
Dain A. McCoig |
| Vice President—South Texas Operations | | $ | 213,110 |
36.
38
No Perquisites
Thetheir personal truck for Company business in fiscal year 2022, the Company does not provide any perquisites, whether cash or otherwise, to its NEOs.NEOs or its other officers or employees. When Mr. Potter resigned as CEO in January 2023, the Company stopped paying for any employee to use their personal truck for Company business. In addition, the Company does not provide any tax gross-up for equity awards. Westwater feels that its executive compensation program provides its NEOs with competitive compensation such that the Company does not need to provide any perquisites to achieve the goals of its executive compensation program.
Position | | | Base Salary Ownership Multiple | | |||
Chief Executive Officer | | | | | 5X | | |
Other Named Executive Officers | | | | | 3X | | |
Other Officer and Vice Presidents | | | | | 2X | | |
final rules adopted by NYSE American as and when required.
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
39
| | | | | | | | | | | | |
| | | | | | Option | | | | All Other | | |
| | | | Salary | | Awards | | | | Compensation | | |
Name and Principal Position |
| Year |
| ($) |
| ($)(1) |
| Bonus ($) |
| ($)(2) |
| Total ($) |
Christopher M. Jones |
| 2020 |
| 318,360 |
| 191,016 |
| 191,016 |
| 1,253 |
| 701,645 |
President and CEO |
| 2019 |
| 303,200 |
| 183,260 |
| 136,440 |
| 1,253 |
| 624,153 |
Jeffrey L. Vigil |
| 2020 |
| 232,625 |
| 69,788 |
| 69,788 |
| 814 |
| 373,015 |
Vice President – Finance and CFO |
| 2019 |
| 220,500 |
| 66,644 |
| 49,613 |
| 814 |
| 337,571 |
Dain A. McCoig |
| 2020 |
| 213,110 |
| 63,933 |
| 63,933 |
| 1,253 |
| 342,229 |
Vice President – Operations |
| 2019 |
| 202,000 |
| 61,042 |
| 45,450 |
| 1,253 |
| 309,745 |
Position | | | Officer | | | Year | | | Salary Paid | | | RSU Stock Award (Grant date value) | | | Cash Bonus | | | Other Compensation(5) | | | Total | | ||||||||||||||||||
Chief Executive Officer & President | | | Christopher M. Jones(1) | | | | | 2022 | | | | | | 51,431 | | | | | | — | | | | | | — | | | | | | 20,780 | | | | | | 72,211 | | |
| | | | | | | | 2021 | | | | | | 334,300 | | | | | | 250,725 | | | | | | 206,848 | | | | | | 8,391 | | | | | | 800,265 | | |
Chief Executive Officer & President | | | Chad M. Potter(2) | | | | | 2022 | | | | | | 281,548 | | | | | | 313,750 | | | | | | — | | | | | | 31,123 | | | | | | 626,421 | | |
| | | | | | | | 2021 | | | | | | 38,462 | | | | | | 221,667 | | | | | | 34,356 | | | | | | 106,404 | | | | | | 400,889 | | |
Chief Financial Officer & VP – Finance | | | Steven M. Cates(3) | | | | | 2022 | | | | | | 229,206 | | | | | | 88,313 | | | | | | 91,875 | | | | | | 8,281 | | | | | | 417,675 | | |
| | | | | | | | 2021 | | | | | | 134,039 | | | | | | 132,500 | | | | | | 32,667 | | | | | | 4,112 | | | | | | 303,318 | | |
General Counsel & Corporate Secretary | | | John W. Lawrence(4) | | | | | 2022 | | | | | | 224,342 | | | | | | 212,500 | | | | | | 99,375 | | | | | | 57,595 | | | | | | 593,812 | | |
| | | | | | | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 302,400 | | | | | | 302,400 | | |
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 94,097 463,898 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 34,378 169,484 4/18/2019 3,462 — 19.25 4/18/2029 — — Dain A. McCoig 4/18/2019 3,171 — 19.25 4/18/2029 31,494 155,265202020202022, for the NEOs. The table also shows unvested and unearned stock awards and RSUs assuming a market value of $4.93$0.79 per share, the closing market price of Westwater’s stock on December 31, 2020.2022. Option Awards Stock Awards Name
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Exercise
Price
($)
Expiration
Date
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
Plan Awards:
Market or Payout
Value of Unearned
Shares, Unites or Other
Rights That Have
Not Vested ($) — — — — 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 JonesPotter, Cates, and VigilLawrence, and those employment agreements provide that, in the event of a change of control (see below), if eitherthe executive is terminated without cause (as defined therein), demoted, or has histheir responsibilities materially
40
The employment agreements for Messrs. Potter, Cates, and Lawence define “change of control” asas: (i) any person or group of affiliated or associated persons acquiresacquiring more than 50% of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company; (iv) a majority of the members of the Board are replaced during any 12-month12 month period; or (v) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than 50.1% of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within(within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization.
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.
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 | | |
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| Cash |
| Equity |
| Total Potential | ||
Name | | Severance | | Acceleration | | Payment ($) | ||
Christopher M. Jones | | $ | 636,720 |
| 463,898 | | $ | 1,100,618 |
Jeffrey L. Vigil | | $ | 348,938 |
| 169,484 | | $ | 518,422 |
The employment agreement also provided for potential payments in the event of a change of control (as defined therein), if Mr. Jones was terminated without cause (as defined therein), demoted or had his responsibilities materially changed, or circumstances arose that constituted 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.
The employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions. Mr. Jones 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 one year thereafter.
Jeffrey L. Vigil
41
to his employment agreement, Mr. VigilLawrence is entitled to an annual base salary, which was set initially at $200,000$265,000 and was subject to annual adjustment by the Compensation Committee, has a targettargeted cash bonus equal to 30%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 133 restricted stock units.
$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 as amended, also provides for potential payments in the event of a change of control (as defined therein), if Mr. VigilLawrence 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.
No Other Employment Agreement
Other thanwith the foregoingCompany. Mr. Bakker’s employment agreements,agreement with the Company does not have any other employment agreements with any of its executive officers.
42
“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.
43
WESTWATER FOR FISCAL YEAR 2023.
| | | 2022 | | | 2021 | | ||||||
Audit fees(1) | | | | $ | 261,675 | | | | | $ | 224,005 | | |
Audit-related fees | | | | | — | | | | | | — | | |
Tax fees | | | | | — | | | | | | — | | |
All other fees | | | | | — | | | | | | — | | |
| | | | | | |
|
| 2019 |
| 2018 | ||
Audit fees (1) | | $ | 276,287 | | $ | 251,525 |
Audit-related fees | |
| — | |
| — |
Tax fees | |
| — | |
| — |
All other fees | |
| — | |
| — |
44
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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Documents; Housekeeping
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the SEC, the persons appointed as proxies for the annual meeting to be held in 20222024 will have discretionary authority to vote any proxies they hold at such meeting on any matter for which Westwater has not received notice by 45 days prior to the anniversary date on which this proxy statement for the 20212023 Annual Meeting is mailed to Westwater stockholders.
47
Appendix A
3.
4.
B-1
Appendix B
B-2
Appendix B
Notwithstanding this Section 2.21 or Section 18.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to Section 18.3, the Fair Market Value will be determined by the Company using any reasonable method; provided, further, that for any shares of Stock subject to an Award that are sold by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value of such shares shall be the sale price of such shares on such
B-3
Appendix B
date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date).
B-4
Appendix B
B-5
Appendix B
B-6
Appendix B
inconsistent with the specific terms and provisions of the Plan which the Committee deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be made by (a) the affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present, or (b) the unanimous consent of the members of the Committee executed in writing in accordance with the Company’s certificate of incorporation and bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret and construe all provisions of the Plan, any Award and any Award Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Committee shall be final, binding and conclusive whether or not expressly provided for in any provision of the Plan, such Award or such Award Agreement.
B-7
Appendix B
delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the “Committee” shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to each such officer.
B-8
Appendix B
or an Affiliate and is terminated for Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other agreement between the Company or such Affiliate and such Grantee, as applicable.
B-9
Appendix B
shares of Stock or treasury shares of Stock or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock available for Awards under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock available for Awards under the Plan shall be available for Awards pursuant to Incentive Stock Options.
B-10
Appendix B
B-11
Appendix B
the maximum number of shares of Stock subject to Options or SARs that may be granted under the Plan in a calendar year to any person eligible for an Award under Section 6 is four hundred thousand (400,000) shares;
B-12
Appendix B
Agreement relating to such Option; provided that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the expiration of five (5) years from its Grant Date; and provided, further, that, to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any Option granted to a Grantee who is a foreign national or is a natural person who is employed outside the United States, such Option may terminate, and all rights to purchase shares of Stock thereunder may cease, upon the expiration of such period longer than ten (10) years from the Grant Date of such Option as the Committee shall determine.
B-13
Appendix B
B-14
Appendix B
Grantees, whether or not a SAR shall be granted in tandem or in combination with any other Award, and any and all other terms and conditions of any SAR.
B-15
Appendix B
3.7 and the immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Stock has been granted, share certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Stock. The Committee may provide in an Award Agreement with respect to an Award of Restricted Stock that either (a) the Secretary of the Company shall hold such share certificates for such Grantee’s benefit until such time as such shares of Restricted Stock are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company with respect to each share certificate, or (b) such share certificates shall be delivered to such Grantee, providedthat such share certificates shall bear legends that comply with applicable securities laws and regulations and make appropriate reference to the restrictions imposed on such Award of Restricted Stock under the Plan and such Award Agreement.
B-16
Appendix B
B-17
Appendix B
Unless the Committee otherwise provides in an Award
B-18
Appendix B
subject to forfeiture or a repayment obligation). Any such reinvestment shall be at the Fair Market Value thereof on the date of such reinvestment. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent
B-19
Appendix B
determination of the Committee with respect to the form of payout of such Performance-Based Awards shall be set forth in the Award Agreement therefor.
B-20
Appendix B
B-21
Appendix B
B-22
Appendix B
B-23
Appendix B
B-24
Appendix B
of stock for which grants of Options and other Awards may be made under the Plan, including the share limits set forth in Section 6.2, shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are outstanding shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to Section 3.1.2shall, in such manner as the Board or the Committee deems appropriate, adjust (a) the number and kind of shares of stock subject to outstanding Awards and/or (b) the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding SARs as required to reflect such distribution.
B-25
Appendix B
in each case with the exception of Performance-Based Awards, all outstanding Restricted Stock shall be deemed to have vested, all Stock Units shall be deemed to have vested and the shares of Stock subject thereto shall be delivered, and all Dividend Equivalent Rights shall be deemed to have vested and the shares of Stock subject thereto shall be delivered, immediately prior to the occurrence of such Change in Control, and either of the following two actions shall be taken:
B-26
Appendix B
of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and option and stock appreciation rights exercise prices. In the event an Award is assumed, continued or substituted upon the consummation of any Change in Control and the employment of such Grantee with the Company or an Affiliate is terminated without Cause within one year following the consummation of such Change in Control, such Award shall be fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the one-year period immediately following such termination or for such longer period as the Committee shall determine.
B-27
Appendix B
B-28
Appendix B
B-29
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