Robert Willette
About Robert Willette
Robert Willette, age 50, is enCore Energy Corp.’s Chief Executive Officer and a member of the Board of Directors. He was Acting CEO from March 2025, appointed CEO on September 22, 2025, and previously served as Chief Legal Officer (Feb 2024–Sept 2025) . He holds a B.S., M.B.A., and J.D. from the University of Kansas . Company performance under his leadership highlights improved operational execution: Q3 2025 extraction rose 11.4% QoQ to 227,070 lbs, deliveries reached 480,000 lbs YTD at $64.13/lb, and net loss per share improved to $(0.03) vs $(0.09) YoY; closing cash was $100.3M and working capital $119.7M . Pay-versus-performance disclosure shows enCore’s cumulative TSR of 123 in 2024 vs 143 in 2023, alongside net income of $(67,993)k in 2024 and $(25,611)k in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| enCore Energy Corp. | Acting CEO; Chief Legal Officer | Acting CEO Mar–Sept 2025; CLO Feb 2024–Sept 2025 | Led legal, compliance, and corporate governance; transitioned to CEO after internal/external search . |
| ProFrac Holdings Corp. | Chief Legal Officer, Chief Compliance Officer, Corporate Secretary | Sep 2020–Oct 2023 | Senior legal and compliance leadership at an energy services company . |
| CARBO Ceramics, Inc. | SVP, General Counsel, Chief Compliance Officer, Corporate Secretary, Chief ESG Officer | Oct 2017–Oct 2020 | Legal, compliance, and ESG oversight in industrials/energy materials . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists no other public company directorships for Willette as of Apr 17, 2025 . |
Fixed Compensation
| Component | 2024 (CLO) | 2025 (CEO package) |
|---|---|---|
| Base Salary ($) | 250,000 | 550,000 (effective Sept 24, 2025) |
| Target Bonus (% of base) | 50% | 75% |
| Actual Bonus Paid ($) | 114,063 (91.25% of target) | Not disclosed |
| One-time Cash | $20,000 special bonus for extraordinary efforts | — |
| Health/Benefits | Standard employee benefits | Executive health plan participation |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|
| Annual Relative Share Price | 20% | 50th–75th percentile | 50th percentile; 100% earned | Cash bonus component |
| Strategic Initiatives | 30% | Boss JV completion; M&A/divestitures; talent engagement | Boss JV met at max (150%); M&A below threshold (0%); talent at threshold (50%) | Cash bonus component |
| HSE Initiatives | 15% | Reclamation actions; HSE performance; safety/training | Reclamation at threshold (50%); HSE at max (150%); safety/training below threshold (0%) | Cash bonus component |
| Individual KPIs | 35% | Legal compliance, litigation outcomes, initiate Moody’s rating | 107% of target | Cash bonus component |
| Overall 2024 Bonus Outcome | — | 50% of base | 91.25% of target; $114,063 | Paid per CD&A |
Equity Ownership & Alignment
| Data Point | Detail |
|---|---|
| Beneficial Ownership | 62,500 common shares; “less than 1%” of class as of Apr 1, 2025 |
| Shares Outstanding (reference) | 186,386,281 common shares outstanding as of Apr 1, 2025 |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors/officers designated as Section 16 officers |
| Clawback | Nasdaq/SEC 10D-1 compliant clawback covering incentive comp; 3-year lookback; applied regardless of fault |
| RSU/Option Grants (Inducement, Sept 24, 2025) | 125,000 RSUs (4-year ratable vest); 125,000 stock options (4-year ratable vest; 5-year expiry); 500,000 RSUs vest in full on 5th anniversary; RSUs accelerate on termination other than for Cause (subject to release) |
| Equity Award Practices | Options historically primary; 2024 review underway to reevaluate equity mix going forward |
Employment Terms
| Term | Detail |
|---|---|
| CEO Appointment | Board appointed Willette CEO on Sept 22, 2025; resigned CLO; remains on Board |
| Employment Agreement Date | Sept 24, 2025 |
| Term/Auto-Renewal | Initial one-year term; auto-renews for one-year terms unless terminated/non-renewed |
| Target Annual Equity Opportunity | 150% of base; 60% RSUs / 40% options under 2023 LTIP |
| Severance (without Cause / non-renewal / CoC) | Two times base plus annual bonus at 75% of base, plus 18 months COBRA; release required; standard confidentiality, non-compete, non-solicit, non-disparagement |
| Prior CLO Agreement (Jan 30, 2024) | Base $250,000; 50% bonus target; 125,000 options vest in four 6-month installments; 12-month post-termination non-compete/non-solicit; 5-year confidentiality |
| Change-in-Control Mechanics (2024 NEO table) | As of 12/31/2024 illustrative severance for Willette: $750,000 cash + $87,402 COBRA for termination without cause or in connection with CoC; options had no value at that date |
Board Governance
- Role: Director and CEO; not independent by Nasdaq/SEC definitions. The Board is chaired by Executive Chairman William M. Sheriff; lead independent director is Mark S. Pelizza .
- Committees: Audit (Chair Harris; all independent), Compensation (Chair Pelizza; all independent), Governance/Nominating (Chair Hoxie-Key; all independent) .
- Attendance: Board held seven meetings in FY2024; all directors achieved 100% attendance .
- Director Compensation: Officers do not receive director compensation; non-management director cash retainer $44,000 (or $70,000 for certain designations) plus equity; Audit Chair receives additional $22,000; lead independent director receives $70,000 .
Director Compensation (Reference Program; Officer-Directors excluded)
| Component | Amount |
|---|---|
| Annual Cash Retainer (non-management directors) | $44,000; certain directors $70,000; lead independent director $70,000 |
| Committee Chair (Audit) | $22,000 |
| Equity | Stock options generally vest ratably over two years (6-month installments); 2024 grants ranged 150,000–225,000 options by director |
Compensation Structure Analysis
- Increased at-risk equity: 2025 CEO package introduces significant RSU/option mix with 150% of base target equity, plus large inducement RSU grants with long vesting horizons—indicative of retention focus and alignment with long-term value creation .
- No hedging/pledging; clawback in place: Policies reduce misalignment and protect shareholders; clawback applies regardless of fault .
- Severance economics: Two-times base plus target bonus and 18 months COBRA; presence of CoC-related severance and RSU acceleration on certain terminations raises potential change-in-control costs, but documents include excise-tax cutback instead of gross-up (shareholder-friendly) .
Risk Indicators & Red Flags
- Litigation overhang: Multiple investor-alert press releases and reminders about potential securities class action activity in May 2025, signalling headline/legal risk [36] [39] [40] [41] [45] [46] [47] [48] [49] [50].
- Governance structure: Executive Chairman role combined with day-to-day involvement requires strong lead independent director and fully independent committees to mitigate independence/oversight concerns; currently in place .
- Equity supply pressure: Inducement grants totaling 625,000 RSUs and 125,000 options create future vesting events; acceleration features on RSUs could add selling pressure upon certain separations .
Compensation Peer Group and Consultant
- Pay-versus-performance peer group includes uranium producers and related peers (e.g., Energy Fuels, Uranium Energy Corp., Denison Mines, Paladin, Centrus, etc.) used for TSR comparison .
- Independent compensation consultant: Ernst & Young LLP; Compensation Committee concluded no conflicts of interest .
Equity Ownership & Director Interlocks
- Other public company boards: None disclosed for Willette .
- Insider Trading Administration: Willette is authorized as attorney-in-fact for Section 16 filings for certain insiders, underscoring governance process rigor .
- S-3 signatures confirm Willette as Director/CEO and attorney-in-fact for board signatories .
Performance & Track Record
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Cumulative TSR (Index = $100 on Jan 20, 2023) | 143 | 123 | Company-level TSR for PVP disclosure |
| Net Income ($000s) | (25,611) | (67,993) | Per Item 402(v) table |
| Q3 2025 extraction (lbs) | — | 227,070 in Q3 (11.4% QoQ increase) | Operational metric |
| 2025 YTD deliveries (lbs) | — | 480,000 at $64.13/lb avg price | Sales metric |
| EPS (Q3 YoY) | — | $(0.03) vs $(0.09) prior-year period | Profitability trend |
Investment Implications
- Alignment: CEO package with substantial RSUs and options, long vesting schedules, no hedging/pledging, and a robust clawback supports long-term alignment; however, severance at 2x base+target bonus and RSU acceleration on certain terminations introduces change-in-control cost sensitivity .
- Retention/Supply: Inducement RSUs (125k ratable + 500k cliff at year 5) and options (125k ratable, 5-year expiry) create multi-year retention hooks but also potential future sell-side supply as tranches vest; monitor Form 4s for selling pressure into catalysts .
- Execution risk: Operational progress is evident (higher extraction, improved unit costs, cash/working capital strength), yet net losses and litigation headlines are near-term overhangs; governance mitigants include a lead independent director and fully independent key committees .
- Trading signals: Watch upcoming vesting dates (annual tranches on Sept 24 starting 2026 and cliff RSUs in 2030) and any acceleration triggers around corporate events; monitor class action developments and permitting milestones (FAST-41 Dewey Burdock) for sentiment inflections .