William Harris
About William B. Harris
Independent Director and Audit Committee Chair at enCore Energy Corp. (EU). Age 78; director since 2009. Education: BA in English, Harvard College; MBA in Finance, Columbia Business School. Background includes partner at Solo Management Group, LLC; former CEO of Hoechst Fibers Worldwide (managed a $5B global operation with 21,000 employees across 14 countries); prior board member of EMC and Chairman/Executive Committee member of the American Fiber Manufacturers Association. Areas of expertise: strategic leadership, corporate finance, risk management, accounting, operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoechst Fibers Worldwide (Hoechst AG) | President & CEO | Not disclosed | Led global $5B operation; 21,000 employees; 14 countries |
| EMC | Board Member | Not disclosed | Not disclosed |
| American Fiber Manufacturers Association | Chairman; Executive Committee Member | Not disclosed | Industry leadership; governance role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solo Management Group, LLC | Partner | Since 1998 | Investment management and financial consulting |
| Scandium International Mining Corp. | Chairman; Director | Chairman since 2007; Director current | Public company directorship; reporting issuer listing confirms current directorship |
Board Governance
- Independence: The Board determined Harris is independent under Nasdaq and applicable Canadian securities laws .
- Audit Committee: Chair; designated “audit committee financial expert”; financially literate; committee met 5 times in FY2024 .
- Compensation Committee: Member; committee met 5 times in FY2024; composed solely of independent directors .
- Governance & Nominating Committee: Member; committee met 4 times in FY2024 .
- Other Committees: Investment Committee member (Chair: Sheriff); Disclosure Committee reports to Audit; Sustainability Committee oversight described (Harris not a member) .
- Attendance: Board held 7 meetings in FY2024; each director attended 100% of Board and respective committee meetings; directors expected to attend AGM .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Lead independent director: Mark S. Pelizza .
| Committee | Role | Members | Meetings (FY2024) |
|---|---|---|---|
| Audit | Chair | Harris (Chair); Hoxie-Key; Nieuwoudt | 5 |
| Compensation | Member | Pelizza (Chair); Harris; Nieuwoudt | 5 |
| Governance & Nominating | Member | Hoxie-Key (Chair); Harris; Pelizza | 4 |
| Investment | Member | Sheriff (Chair); Harris; Willette | Not disclosed |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 92,000 | Cash fees paid to Solo Management Group, LLC (owned by Harris and spouse); awarded stock options to Harris individually |
- Director cash program (policy): Non-management directors receive $44,000 cash; +$26,000 for NACD-certified directors; Audit Committee Chair adds $22,000; lead independent director receives $70,000 instead of $44,000 (effective Oct 2, 2024) .
- For 2024, Harris was Audit Chair and (by policy) NACD-certified, consistent with the $92,000 cash total reported .
Performance Compensation
| Metric | 2024 Detail |
|---|---|
| Option Grant (Count) | 200,000 options granted to Harris in 2024 |
| Grant Date Fair Value ($) | 378,067 (ASC 718; CAD/USD 1.4389 conversion) |
| Vesting | Ratable 6-month installments over 2 years from grant date (director program) |
| Outstanding Unvested/Unexercised Options (as of 12/31/2024) | 808,334 |
| Option Pricing Policy | Options granted at or above closing market price on grant date |
| Clawback | Equity award agreements include Nasdaq 10D-1 clawback policy applicability (post-restatement recovery) |
| Hedging/Pledging | Policy prohibits hedging and pledging of company stock by directors/officers designated as Section 16 “officers” |
Note: Director equity awards are time-vested; no performance metrics (TSR/EBITDA, etc.) disclosed for director equity; timing of grants not coordinated with MNPI release .
Other Directorships & Interlocks
| Company | Role | Since | Notes |
|---|---|---|---|
| Scandium International Mining Corp. | Chairman; Director | 2007 (Chairman); current director | Listed as other reporting issuer directorship |
- Compensation Committee Interlocks: None disclosed for 2024; no related-party relationships requiring disclosure for committee members; no cross-board interlocks with executives of other entities .
Expertise & Qualifications
- Strategic leadership; corporate finance; risk management; accounting; operations .
- Education: BA Harvard; MBA Columbia (Finance) .
- Audit Committee financial expert designation confirmed by Board .
Equity Ownership
| As-of Date | Beneficially Owned (Shares) | % of Class | Notes |
|---|---|---|---|
| April 1, 2025 | 901,667 | <1% | Includes options to purchase 658,334 shares exercisable within 60 days |
- Ownership reporting follows SEC rules; options exercisable within 60 days counted in individual’s total; 186,386,281 shares outstanding as of April 1, 2025 .
- Insider Trading Policy prohibits hedging and pledging (margin or collateral) of company stock by directors/officers designated as Section 16 “officers” .
Governance Assessment
- Strengths: Long-tenured independent director with deep operational scale experience; Audit Committee chair and “financial expert”; perfect attendance in 2024; strong committee engagement; independent compensation consultant (Ernst & Young LLP) advising program design; clawback policy in place; hedging/pledging prohibitions and equity grant timing controls .
- Shareholder support signal: 2025 director election—Harris received 69,117,501 votes for vs. 1,908,006 withheld; broker non-votes 9,973,554 .
- RED FLAGS / watch items:
- Related-party payment routing: Harris’s cash director fees paid to Solo Management Group, LLC (owned by Harris and spouse). While disclosed, such arrangements warrant monitoring for perceived independence or tax structuring optics .
- Heavy use of time-vested stock options for directors (no disclosed performance conditions) may reduce pay-for-performance alignment vs. PSU-based structures; however, grants are at/above market price and subject to clawback policy .
Voting Outcomes (2025 AGM – Signals)
| Item | Votes For | Votes Withheld/Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election: William B. Harris | 69,117,501 | 1,908,006 | — | 9,973,554 |
| Say-on-Pay (Advisory) | 68,775,191 | 1,745,441 | 504,875 | 9,973,554 |
| Say-on-Pay Frequency | One Year: 68,482,991 | Two Years: 1,390,708; Three Years: 707,409 | 444,399 | 9,973,554 |
| Auditor (KPMG LLP) | 80,845,290 | 0 | 153,771 | — |
Overall investor support for director election and pay programs appears strong based on 2025 AGM results .
Director Compensation (Detail)
| Name | Fees Earned/Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| William B. Harris | 92,000 | 378,067 | — | 470,067 |
- As of 12/31/2024, Harris held 808,334 unvested and/or unexercised stock options .
- 2024 grants under 2021 Stock Option Plan and 2024 LTIP; ASC 718 valuation with CAD/USD 1.4389 rate (Bank of Canada, 12/31/2024) .
Related-Party & Policy Disclosures
- Cash fees for Harris paid to Solo Management Group, LLC (owned by Harris and spouse); stock awards made to him directly .
- Governance architecture includes Board Mandate; charters; Code of Business Conduct and Ethics; Related Party Transaction Policy; Insider Trading Policy; Incentive Compensation Recovery Policy; Majority Voting Policy .
- Audit & non-audit services pre-approved; auditor change to KPMG effective Nov 15, 2024; no reportable events .
Notes on Insider Transactions
- Attempted to fetch Form 4 insider trades for “William Harris” at EU using the insider-trades skill; retrieval encountered an authorization error (401). No Form 4 transaction data could be included in this report. If needed, we can re-run upon access restoration.