Dennis Stover
About Dennis E. Stover
Dennis E. Stover, PhD, is a non‑independent director of enCore Energy Corp. and an industry pioneer in in‑situ recovery (ISR) uranium extraction; he is a co‑inventor of ISR and holds multiple related patents . He is age 80 and has served on enCore’s board since 2012; prior roles include Chief Technical Officer (Oct 2020–Aug 10, 2024), Chief Executive Officer (Aug 2014–Oct 2020), and Interim Chief Financial Officer (Dec 23, 2023–Feb 14, 2024) . His education includes a BA in Chemistry (Kalamazoo College) and BS/MS/PhD in Chemical Engineering (University of Michigan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| enCore Energy Corp. | Chief Technical Officer | Oct 2020–Aug 10, 2024 | Led ISR technical strategy; holds numerous ISR patents |
| enCore Energy Corp. | Chief Executive Officer | Aug 2014–Oct 2020 | Advanced commercial ISR operations and project development |
| enCore Energy Corp. | Interim Chief Financial Officer | Dec 23, 2023–Feb 14, 2024 | Stabilized finance function during transition |
| Uranium One, Inc. | Executive Vice President, Americas | — | Oversaw commercial development of U.S./Americas uranium assets |
| Energy Metals Corporation | Chief Operating Officer | — | Advanced U.S. assets prior to sale to Uranium One |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stover Alliance, LLC | Principal | Since Apr 2002 | Consulting; enCore paid consulting fees during CTO role |
| International Atomic Energy Agency | Co‑author (Guidebooks/Manuals) | — | Co‑authored ISR guidebooks/manuals (acidic/alkaline) |
Board Governance
- Independence: Not classified as independent under Nasdaq and Canadian rules; five other directors are independent (Harris, Pelizza, Hoxie‑Key, Nieuwoudt, Tewalt) .
- Committees: Member, Sustainability Committee (Pelizza, Chair; Stover, Tewalt) . Not listed on Audit, Compensation, Governance/Nominating, Investment, or Disclosure Committees .
- Attendance: Board held seven meetings in FY2024; each director attended 100% of board and committee meetings during their service .
- Tenure: Director since 2012 (ongoing one‑year terms) .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions, per Nasdaq requirements .
Fixed Compensation
| Year | Director Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 13,016 | Reported as director fees within “All Other Compensation” since Stover was an NEO in 2024 due to interim CFO service |
Company program for non‑management directors (context): Standard annual cash retainer $44,000; additional $26,000 for NACD‑certified directors; Lead Independent Director $70,000 (effective Oct 2, 2024); Audit Chair additional $22,000 .
Performance Compensation
| Component | Detail | Grant/Period | Terms |
|---|---|---|---|
| One‑time bonus | $15,000 (interim CFO service) | Apr 2024 | One‑time payment for interim CFO role |
| Stock options | 150,000 options | Jun 13, 2024 | Exercise price $3.93 (USD), vests in four equal 6‑month installments beginning Dec 13, 2024; grant date fair value $283,550 (USD) |
| Option exercises (realized) | 433,000 options exercised | FY2024 | Value realized $1,624,790 (USD) |
Outstanding Options (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price (USD) | Expiration |
|---|---|---|---|---|
| Feb 14, 2022 | 250,000 | — | 2.92 | Feb 14, 2027 |
| May 17, 2023 | 131,250 | 43,750 | 1.94 | May 17, 2028 |
| Jun 13, 2024 | 37,500 | 112,500 | 3.93 | Jun 13, 2029 |
Change‑in‑control/termination provisions: Stover was not entitled to any termination or change‑in‑control payments as of Dec 31, 2024; unvested options generally forfeit on termination except as noted for NEOs (Stover excluded) .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| — | — | No other US/Canadian reporting issuer directorships disclosed for Stover as of Apr 17, 2025 |
Expertise & Qualifications
- Co‑inventor of ISR uranium recovery; technical leader with numerous ISR patents and dozens of technical publications .
- 50‑year career in uranium exploration, development, and mining operations; ISR commercialization expertise .
- Education: BA Chemistry (Kalamazoo College); BS/MS/PhD Chemical Engineering (University of Michigan) .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial shares owned | Not disclosed in available proxy sections; table heading present without details . |
| Options (see table above) | Significant option holdings and exercises in 2024 |
| Hedging/pledging | Company policy prohibits hedging and pledging for designated insiders; equity awards subject to clawback |
Governance Assessment
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Strengths:
- Deep ISR technical expertise and patent portfolio strengthens board oversight of operations and HSE/ESG; aligned with his Sustainability Committee role .
- Perfect FY2024 attendance; supports engagement and board effectiveness .
- Company prohibits hedging/pledging and maintains an SEC/Nasdaq‑compliant clawback policy, supporting alignment and pay discipline .
- No related‑party transactions disclosed involving Stover; related‑party items disclosed involve other parties and are overseen by the Audit Committee under a formal policy .
-
Risks / RED FLAGS:
- Non‑independent status due to prior executive and consulting roles (Stover Alliance LLC payments while serving as CTO); independence perception risk on pay/oversight .
- Option‑heavy awards (150,000 options in 2024) and significant option exercises ($1.62M realized in 2024) may incentivize short‑term price focus; careful Compensation Committee oversight warranted .
- Committee mix centers on Sustainability; not on Audit/Compensation/Governance—limits direct influence over financial reporting or pay policies; mitigated by independent committee memberships/chairs .
-
Compensation program context:
- Director cash program benchmarks reviewed by independent consultant (Ernst & Young); no major changes for 2025—suggests stability but ongoing monitoring advisable .
- Executive bonus KPIs emphasize TSR percentile, operations, HSE, and strategic initiatives; Stover was not bonus‑eligible as a consultant in 2024 beyond a one‑off interim CFO payment .
Overall: Stover’s technical depth and long tenure add operational and ESG competency, but non‑independence and prior consulting ties require continued structural safeguards (independent committee leadership, executive sessions) to sustain investor confidence .