Susan Hoxie-Key
About Susan Hoxie-Key
Independent director and Chair of the Governance and Nominating Committee at enCore Energy Corp. (EU). Age 69; director since 2022. Nuclear industry leader with 40+ years in nuclear fuel procurement, core design, licensing, and reactor operations; 31 years at Southern Nuclear Operating Company. Education: B.S. Nuclear Engineering (Mississippi State University) and M.S. Nuclear Engineering (Georgia Tech); NACD Certified Director; registered Professional Engineer (Alabama, Georgia). Notable recognition: 2008 American Nuclear Society Oestmann Achievement Award.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Nuclear Operating Company (SNC) | Consulting Engineer, Nuclear Fuel Department (prior to Apr 2021); various leadership roles in fuel performance, procurement, licensing, core design | 31 years | Led efforts to raise enrichment above 5 wt% and increase licensed fuel burnup limits; oversight of fuel-related engineering products; support of reactor operations |
| World Nuclear Fuel Market (WNFM) | Chairman, Board of Governors | Jun 2016 – Jun 2018 | Industry leadership; governance oversight |
| Nuclear Energy Institute (NEI) | Member, Accident Tolerant Fuel Safety Benefits and Licensing Task Forces | Various years | Contributed to industry task forces on ATF safety and licensing |
External Roles
| Type | Organization | Role | Status |
|---|---|---|---|
| Public company board | None | — | No other US/Canadian reporting issuer directorships as of Apr 17, 2025 |
| Professional certification | National Association of Corporate Directors | Certified Director | Current |
| Professional registration | PE (Alabama, Georgia) | Professional Engineer | Current |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Susan Hoxie-Key is independent under Nasdaq and applicable Canadian securities laws ; one of five independent directors on the eight-member board |
| Committees | Chair: Governance & Nominating Committee ; Member: Audit Committee |
| Audit Committee composition | William B. Harris (Chair), Susan Hoxie-Key, Stacy Nieuwoudt; all financially literate and independent; committee met 5 times in 2024 |
| Governance & Nominating Committee | Susan Hoxie-Key (Chair), William B. Harris, Mark S. Pelizza; committee met 4 times in 2024 |
| Board meetings & attendance | Board met 7 times in FY2024; each director attended 100% of Board and their committee meetings; all directors attended 2024 AGM |
| Lead Independent Director | Mark S. Pelizza; independent directors hold regular executive sessions per Nasdaq requirements |
| Governance framework | Board Mandate; charters for Audit, Compensation, Governance & Nominating; Code of Business Conduct and Ethics; Majority Voting Policy |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard $44,000 for non-management directors plus $26,000 for NACD Certified directors; Ms. Nieuwoudt received $70,000 upon appointment; lead independent receives $70,000 effective Oct 2, 2024 |
| Committee chair/member fees | $0 | Audit Committee Chair receives $22,000 (not applicable to Hoxie-Key) |
| Total cash fees (2024) | $70,000 |
Performance Compensation
| Award Type | Grant Date | Shares/Options (#) | Grant-Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Stock options | 2024 (under 2021 Stock Option Plan) | 150,000 | $283,550 | Ratable in 6-month installments over 2 years | Director options generally priced at or above market on grant date; plan frozen for new awards with move to 2024 LTIP |
| Total 2024 director comp (cash + equity) | — | — | $353,550 | — | Cash mix ≈ 19.8% ($70,000) ; Equity mix ≈ 80.2% ($283,550) |
Other Directorships & Interlocks
| Director | Other Reporting Issuer Boards |
|---|---|
| Susan Hoxie-Key | N/A (none as of Apr 17, 2025) |
- Compensation Committee Interlocks: None of the Compensation Committee members (Pelizza, Harris, Nieuwoudt) had relationships requiring disclosure; no officer served on cross-compensation committees with EU .
- No related party transactions disclosed involving Hoxie-Key; related-party items disclosed pertain to other individuals (e.g., Chair’s spouse via 5 Spot Corp.; Boss Energy JV loan) with Audit Committee oversight by disinterested directors .
Expertise & Qualifications
- Strategic leadership and risk management in nuclear fuel procurement, core design, licensing, and reactor operations; industry leadership roles at WNFM and NEI .
- NACD Certified Director; registered Professional Engineer (AL, GA) .
- Recognized with American Nuclear Society Oestmann Achievement Award (2008) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 1, 2025) | 383,167 shares; less than 1% of class |
| Shares outstanding (Apr 1, 2025) | 186,386,281 |
| Ownership as % of shares outstanding | ~0.205% (383,167 ÷ 186,386,281) |
| Options exercisable within 60 days (Apr 1, 2025) | 379,167 |
| Total unvested and/or unexercised director options held (Dec 31, 2024) | 491,667 |
| Hedging/Pledging | Insider Trading Policy prohibits directors from hedging and pledging company stock or holding in margin accounts |
Governance Assessment
- Independence and committee leadership: Independent with dual governance roles—Audit Committee member and Chair of Governance & Nominating—supporting board effectiveness and oversight quality .
- Attendance and engagement: 100% attendance at board and committee meetings in 2024; full director attendance at the 2024 AGM—signal of strong engagement .
- Compensation alignment: Director pay is predominantly equity via options (≈80% of 2024 total), promoting alignment with shareholder outcomes; cash retainer set at $70,000 reflecting NACD certification; no meeting fees or governance chair fees disclosed, Audit Chair receives $22,000 (not applicable) .
- Risk controls: Robust governance policies (Majority Voting; Code; Related Party Transaction Policy) and prohibitions on hedging/pledging; Compensation Committee uses independent consultant (Ernst & Young) and maintains clawback policy for incentive awards; equity award agreements apply clawback provisions .
- RED FLAGS: None disclosed specific to Hoxie-Key. No other public company board interlocks (reduces conflict risk) . Related-party transactions exist elsewhere in the company but overseen by disinterested Audit Committee with fairness opinion—mitigating governance risk; not tied to Hoxie-Key .