Mark Pelizza
About Mark S. Pelizza
Independent Lead Director at enCore Energy Corp. since 2014 (age 72), Pelizza is a Professional Geoscientist with 45 years of uranium industry experience and deep technical credentials in ISR permitting, hydrology, health physics, and regulatory licensing. He holds a B.S. in Geology (Fort Lewis College) and an M.S. in Geological Engineering (Colorado School of Mines), and is a Certified Professional Geologist; he currently serves as Principal Investigator with Los Alamos National Laboratories on groundwater restoration technologies, reflecting strong sustainability and technical governance expertise. He is Lead Independent Director, Chair of the Compensation Committee, and Chair of the Sustainability Committee, reinforcing board independence and ESG oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uranium Resources, Inc. | Senior Vice President, Health, Safety & Environmental Affairs | Not specified | Led HSE across ISR projects; permitting/licensing across multiple U.S. sites . |
| Union Carbide Corp. | Various roles | Not specified | Uranium operations experience; regulatory and technical background . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| M.S. Pelizza & Associates | Principal | Since Sep 2014 | Advises extractive industry clients; licensed Professional Geoscientist; Certified Professional Geologist . |
| Los Alamos National Laboratories | Principal Investigator | Current | Research on in-situ groundwater restoration technologies for ISR . |
| Clean Energy Association of New Mexico | Director | Current | Industry and policy engagement . |
Board Governance
- Independence: Determined independent under Nasdaq and applicable Canadian securities laws; one of five independent directors on an eight-member board .
- Roles: Lead Independent Director; Chair of Compensation Committee; Chair of Sustainability Committee; member of Governance & Nominating Committee. Not an Audit Committee member .
- Responsibilities: As Lead Independent Director, facilitates independent board functioning and enhances governance quality; oversight of ESG risks via Sustainability Committee; compensation design/oversight via Compensation Committee .
- Attendance: Board held seven meetings in 2024; each director (including Pelizza) attended 100% of board and assigned committee meetings; all directors attended the 2024 AGM .
- Other directorships/interlocks: None disclosed for Pelizza among other US/Canadian reporting issuers, reducing potential interlocks .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| 2024 Cash Fees (Pelizza) | $48,333 | Reflects board/committee cash compensation; lead independent retainer effective Oct 2, 2024 was $70,000 in lieu of $44,000 base for directors, but table shows actual paid in 2024 . |
| Non-management director annual fee (policy) | $44,000 | Standard annual cash retainer (excluding officers). |
| NACD certification add-on (policy) | $26,000 | Additional annual fee if certified (not individually disclosed for Pelizza). |
| Lead Independent Director annual fee (policy, effective Oct 2, 2024) | $70,000 | Replaces $44,000 base for the lead independent director. |
| Audit Committee Chair fee (policy) | $22,000 | Not applicable to Pelizza (Audit Chair is Harris). |
2025 Program Review: Ernst & Young LLP advised no significant changes to director compensation for 2025 .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value (USD) | Exercise Price (USD) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock Options (director program) | 2024 | 150,000 | $283,550 | Generally time-based vest over 2 years | Ratable 6-month installments | Not disclosed (see Form 3 for specifics). |
| Stock Option (Right to Buy) | 05/20/2020 | 100,000 | — | $0.43 (USD) | Fully vested; four installments starting 11/20/2020 | 05/20/2025 |
| Stock Option (Right to Buy) | 02/14/2022 | 233,333 | — | $2.92 (USD) | Fully vested; four installments starting 08/14/2022 | 02/14/2027 |
| Stock Option (Right to Buy) | 05/17/2023 | 175,000 | — | $1.94 (USD) | 1/4 on 11/17/2023, 1/4 on 05/17/2024, 1/4 on 11/17/2024, 1/4 on 05/17/2025 | 05/17/2028 |
| Stock Option (Right to Buy) | 06/13/2024 | 150,000 | — | $3.93 (USD) | 1/4 on 12/13/2024; 1/4 on 06/13/2025; 1/4 on 12/13/2025; 1/4 on 06/13/2026 | 06/13/2029 |
- Program design: Non-management directors are compensated in stock options that generally vest in ratable 6‑month installments over two years; no performance-conditioned equity (RSUs/PSUs) disclosed for directors .
Other Directorships & Interlocks
| Director | Other Reporting Issuers |
|---|---|
| Mark S. Pelizza | N/A |
Expertise & Qualifications
- Technical: Uranium geology, hydrology/water quality, ISR permitting/licensing (Texas, New Mexico, Federal), health physics; environmental audits and compliance .
- Leadership: Past chair of Texas Mining and Reclamation Association; past chair of Uranium Producers of America; stakeholder and legislative engagement experience .
- Education & Credentials: B.S. Geology (Fort Lewis), M.S. Geological Engineering (Colorado School of Mines); Professional Geoscientist (TX), Certified Professional Geologist (AIPG) .
Equity Ownership
| Security | Amount | Ownership Form |
|---|---|---|
| Common Stock (direct) | 38,333 | Direct |
| Common Stock (indirect) | 443,332 | By Family Trust |
| Options Outstanding (as of 12/31/2024, non-employee director table) | 658,333 | Unvested and/or unexercised |
| Shares Outstanding (Record Date) | 186,686,281 | Company total |
- SEC Form 3 (filed 01/10/2025) provides detailed option holdings and vesting schedules as above; multiple tranches already vested by late 2024, with ongoing vesting through 2026 .
- Hedging/Pledging: Company policy prohibits directors and certain employees from hedging Company securities; also prohibits holding stock in margin accounts or pledging Company stock as collateral for directors and Section 16 officers . Insider trading and governance policies are periodically reviewed and enforced by the Board .
Governance Assessment
- Strengths: Clear independence and Lead Independent Director role; chairs Compensation and Sustainability committees; full attendance; robust insider trading/hedging/pledging prohibitions; ESG and safety oversight through Sustainability Committee; strong technical domain expertise aligned with ISR operations .
- Compensation alignment: Director pay skewed toward equity (options) with time-based vesting, promoting long-term alignment; 2024 Pelizza cash fees $48,333 and option grant fair value $283,550; total $331,883 . No meeting fees disclosed; Audit Chair receives additional cash fee, but Pelizza is not Audit Chair .
- Potential governance considerations: Board Chair is Executive Chairman (non-independent), mitigated by Pelizza’s Lead Independent Director responsibilities and regular executive sessions of independent directors . Related-party transactions exist at company (e.g., spouse of Chair owned consulting firm; sale to entity where Chair’s spouse is director) but were overseen by disinterested Audit Committee and received fairness opinion; no Pelizza-related transactions disclosed .
- Policies: Clawback policy per SEC/Nasdaq implemented; equity award agreements include clawback provisions; insider trading policy prohibits hedging/short selling and pledging/margin arrangements, supporting alignment and risk control .
RED FLAGS
- None specific to Pelizza disclosed: no related-party transactions, no pledging/hedging, 100% attendance, independent status maintained .
- Company-level related-party dealings centered on Executive Chairman’s connections; mitigations noted (disinterested Audit Committee oversight, fairness opinion) .