Ur-Energy Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2024

$ / shares

Dec. 31, 2023

$ / shares

Dec. 31, 2022

$ / shares

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Average

Summary

Average

Value of

Summary

Compensation

compensation

initial fixed

Compensation

Table Total

Actual Paid to

$100

Table Total

Actually paid

for Non-PEO

Non-PEO

Investment

Net Loss

for PEO⁽¹⁾⁽²⁾

to PEO⁽³⁾

NEOs⁽⁴⁾⁽⁵⁾

NEOs⁽⁶⁾

Based on TSR

(in thousands)

Year

($)

2024

1,010,565

876,272

727,047

652,772

94.26

(53,189)

2023

1,133,845

1,264,503

726,784

814,529

126.23

(30,656)

2022

977,721

929,307

555,000

582,974

94.26

(17,140)

(1)	The principal executive officer (the “PEO”) was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time.

(2)	Reflects the total compensation reported in the Summary Compensation Table for Mr. Cash in each year.

(3)	Represents the total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table.

(4)	The Non-PEO NEOs were Steven M. Hatten and Roger L. Smith in 2024, 2023, and 2022.

(5)	Reflects the average total compensation reported in the Summary Compensation Table for Messrs. Hatten and Smith for each of the years presented.

(6)	Represents the average total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table.

Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid

The table below provides the adjustments to the Summary Compensation Table amounts shown in the previous table to arrive at the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs.


	2024		2023		2022
		Non-PEO		Non-PEO		Non-PEO
	PEO	NEO	PEO	NEO	PEO	NEO
	Totals⁽¹⁾	Averages⁽²⁾	Totals⁽¹⁾	Averages⁽²⁾	Totals⁽¹⁾	Averages⁽²⁾
Description	($)	($)	($)	($)	($)	($)
Summary compensation table Total compensation⁽³⁾	1,010,565	727,047	1,133,845	726,784	977,721	555,000
Subtract summary compensation table Stock awards⁽³⁾	(76,067)	(44,941)	(71,214)	(40,958)	(53,301)	(34,063)
Subtract summary compensation table Option awards⁽³⁾	(158,620)	(93,712)	(160,041)	(92,050)	(286,341)	(78,269)
Add fair value of awards granted during the covered year that are unvested at year end, determined as of covered year end⁽⁴⁾	209,165	123,574	230,146	132,371	265,537	109,667
Add change in fair value of awards granted in prior years that are unvested as of covered year end, determined based on the change in fair value from prior year end to covered year end⁽⁵⁾	(84,774)	(42,311)	89,836	42,021	(4,409)	(5,259)
Add change in fair value of awards granted in prior years that vest in the covered year, determined based on the change in fair value from prior year end to covered year vesting date⁽⁶⁾	(23,997)	(16,885)	41,931	46,361	30,100	35,898
Compensation actually paid	876,272	652,772	1,264,503	814,529	929,307	582,974

(1)	The PEO was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time

(2)	The Non-PEO NEOs were Steven M. Hatten and Roger L. Smith in 2024, 2023, and 2022.

(3)	Reflects the total compensation, stock awards, and option awards reported in the Summary Compensation Table for the PEO and average compensation, stock awards, and option awards reported in the Summary Compensation Table for the non-PEO NEOs.

(4)	Reflects the fair value of the awards granted during the covered year that were unvested at the covered year end. The fair values were determined as of December 31 of each respective covered year.

(5)

Reflects the change in the fair value of the awards granted prior to the covered year that were unvested as of the covered year end. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to December 31 of each respective covered year.

(6)

Reflects the change in the fair value of the awards granted prior to the covered year that vested in the covered year. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to the vesting date of the awards in the respective covered year.

Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total and average compensation in the covered year as described in the above Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table. Changes in the market price of our Common Shares following the grant date of an award can significantly influence the CAP calculations.

The following table is intended to assist in understanding the CAP changes in the above tables:


	2022	2023	2024
Canadian dollar share price used for CAP and TSR calculations⁽¹⁾	1.57	2.02	1.64

(1)

The Company’s stock and option awards are priced in Canadian dollars in accordance with the terms of the Amended and Restated Stock Option and RSU&EI Plans. All award adjustments in the Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table above are initially calculated in Canadian dollars and then converted to U.S. dollars using exchange rates in effect for the respective periods.

The change in the market price of our Common Shares can greatly impact CAP calculations. Our share price increased from Canadian $1.57 in 2022 to Canadian $2.02 in 2023, then decreased to Canadian $1.64 in 2024. These changes significantly influenced the 2023 and 2024 CAP adjustments noted in the preceding Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid.

Named Executive Officers, Footnote

(1)	The principal executive officer (the “PEO”) was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time.

PEO Total Compensation Amount

$ 1,010,565

$ 1,133,845

$ 977,721

PEO Actually Paid Compensation Amount

$ 876,272

1,264,503

929,307

Adjustment To PEO Compensation, Footnote


	2024		2023		2022
		Non-PEO		Non-PEO		Non-PEO
	PEO	NEO	PEO	NEO	PEO	NEO
	Totals⁽¹⁾	Averages⁽²⁾	Totals⁽¹⁾	Averages⁽²⁾	Totals⁽¹⁾	Averages⁽²⁾
Description	($)	($)	($)	($)	($)	($)
Summary compensation table Total compensation⁽³⁾	1,010,565	727,047	1,133,845	726,784	977,721	555,000
Subtract summary compensation table Stock awards⁽³⁾	(76,067)	(44,941)	(71,214)	(40,958)	(53,301)	(34,063)
Subtract summary compensation table Option awards⁽³⁾	(158,620)	(93,712)	(160,041)	(92,050)	(286,341)	(78,269)
Add fair value of awards granted during the covered year that are unvested at year end, determined as of covered year end⁽⁴⁾	209,165	123,574	230,146	132,371	265,537	109,667
Add change in fair value of awards granted in prior years that are unvested as of covered year end, determined based on the change in fair value from prior year end to covered year end⁽⁵⁾	(84,774)	(42,311)	89,836	42,021	(4,409)	(5,259)
Add change in fair value of awards granted in prior years that vest in the covered year, determined based on the change in fair value from prior year end to covered year vesting date⁽⁶⁾	(23,997)	(16,885)	41,931	46,361	30,100	35,898
Compensation actually paid	876,272	652,772	1,264,503	814,529	929,307	582,974

(1)	The PEO was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time

(2)	The Non-PEO NEOs were Steven M. Hatten and Roger L. Smith in 2024, 2023, and 2022.

(3)	Reflects the total compensation, stock awards, and option awards reported in the Summary Compensation Table for the PEO and average compensation, stock awards, and option awards reported in the Summary Compensation Table for the non-PEO NEOs.

(4)	Reflects the fair value of the awards granted during the covered year that were unvested at the covered year end. The fair values were determined as of December 31 of each respective covered year.

(5)

(6)

Non-PEO NEO Average Total Compensation Amount

$ 727,047

726,784

555,000

Non-PEO NEO Average Compensation Actually Paid Amount

$ 652,772

814,529

582,974

Adjustment to Non-PEO NEO Compensation Footnote


	2024		2023		2022
		Non-PEO		Non-PEO		Non-PEO
	PEO	NEO	PEO	NEO	PEO	NEO
	Totals⁽¹⁾	Averages⁽²⁾	Totals⁽¹⁾	Averages⁽²⁾	Totals⁽¹⁾	Averages⁽²⁾
Description	($)	($)	($)	($)	($)	($)
Summary compensation table Total compensation⁽³⁾	1,010,565	727,047	1,133,845	726,784	977,721	555,000
Subtract summary compensation table Stock awards⁽³⁾	(76,067)	(44,941)	(71,214)	(40,958)	(53,301)	(34,063)
Subtract summary compensation table Option awards⁽³⁾	(158,620)	(93,712)	(160,041)	(92,050)	(286,341)	(78,269)
Add fair value of awards granted during the covered year that are unvested at year end, determined as of covered year end⁽⁴⁾	209,165	123,574	230,146	132,371	265,537	109,667
Add change in fair value of awards granted in prior years that are unvested as of covered year end, determined based on the change in fair value from prior year end to covered year end⁽⁵⁾	(84,774)	(42,311)	89,836	42,021	(4,409)	(5,259)
Add change in fair value of awards granted in prior years that vest in the covered year, determined based on the change in fair value from prior year end to covered year vesting date⁽⁶⁾	(23,997)	(16,885)	41,931	46,361	30,100	35,898
Compensation actually paid	876,272	652,772	1,264,503	814,529	929,307	582,974

(1)	The PEO was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time

(2)	The Non-PEO NEOs were Steven M. Hatten and Roger L. Smith in 2024, 2023, and 2022.

(3)	Reflects the total compensation, stock awards, and option awards reported in the Summary Compensation Table for the PEO and average compensation, stock awards, and option awards reported in the Summary Compensation Table for the non-PEO NEOs.

(4)	Reflects the fair value of the awards granted during the covered year that were unvested at the covered year end. The fair values were determined as of December 31 of each respective covered year.

(5)

(6)

Compensation Actually Paid vs. Total Shareholder Return

The following chart shows the relationship between CAP and the Company’s TSR for the covered periods.

Compensation Actually Paid vs. Net Income

The following chart shows the relationship between CAP and the Company’s net loss for the covered periods.

Our net loss increased from $17.1 million in 2022 to $30.7 million in 2023 and $53.2 million in 2024. We were not in commercial production during 2022, having previously reduced production levels in response to depressed uranium prices. In 2023, we initiated production activities at Lost Creek in response to a recovering uranium market and significantly increased development expenditures, which led to increased losses. In 2024, ramp up activities continued at Lost Creek and development activities commenced at Shirley Basin. Because we were not in production in 2022, initiated production in 2023, and continued development activities in 2024, net loss does not necessarily align with how the Company, or our Compensation Committee, views the link between the Company’s performance and executive pay. Therefore, we do not rely on the relationship of net income to executive compensation, nor directly target it as an incentive, in our compensation program.

Compensation Actually Paid vs. Company Selected Measure

However, our business and industry are heavily dependent upon the market price for uranium, which performed similarly to our share price performance, as shown in the following chart.