William Sheriff
About William Sheriff
William M. Sheriff is enCore Energy Corp.’s founder, Executive Chairman, and Chair of the Board, serving as Chairman since 2009 and Executive Chairman since January 2019. He has 40+ years in minerals and securities industries, co-founded Energy Metals Corp. (sold to Uranium One for $1.8B in 2007), and is regarded for strategic vision, capital raising, and nuclear market expertise. Education: B.S. in Geology (Fort Lewis College) and M.S. in Mining Geology (University of Texas–El Paso). Age: 66. Board expertise areas: strategic planning, industry/domain expertise, financial markets, corporate finance/M&A, property acquisition and disposition . His annual cash bonus is tied to a KPI scorecard including relative share price percentile, operations, strategic initiatives, HSE, and individual contributions; 2024 corporate KPIs achieved 100% for relative share price at the 50th percentile and 100% for actual expenditures, while uranium delivered+revenue was below threshold .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| enCore Energy Corp. | Chairman; Executive Chairman | Chairman since 2009; Executive Chairman since Jan 2019 | Founder; advanced company to leading US producer with pipeline; major capital raises and corporate development |
| Energy Metals Corp. | Co-founder & Chairman | Sold in 2007 | Compiled largest domestic uranium resource base; sale to Uranium One for $1.8B |
| Golden Predator Mining Corp. | Director | Feb 2014–Sep 2021 | Exploration leadership and sector expertise |
| Exploits Discovery Corp. | Director | Oct 2020–Nov 2022 | Exploration and corporate governance |
| Sabre Gold Mines Corp. | Director | Sep 2021–Jan 2023 | Mining operations oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuclear Fuels Inc. | Chairman/Director | Since Jul 2023 | Uranium strategy and sector leadership |
| Urano Energy Corp. (formerly C2C Metals) | Executive Chairman/Director | Since Jun 2022 | Corporate development, ISR uranium expertise |
| Scorpio Gold Corporation | Director | Since May 2024 | Gold sector oversight; private assets linkage |
| Group 11 Technologies Inc. | Director & Co-founder | Since Aug 2020 | Technology/ISR innovation; proprietary project access |
Board Governance
- Dual-role structure: Sheriff is Executive Chairman and Chair of the Board; the Board concluded he is not independent. A Lead Independent Director (Mark S. Pelizza) is appointed to enhance independent oversight .
- Committees: Chair of the Investment Committee; member of the Disclosure Committee (with CFO). Investment Committee oversees investment policies and risk; Disclosure Committee oversees materiality and disclosure controls .
- Board attendance: The Board held seven meetings in FY2024; each director attended 100% of Board and committee meetings during their service period .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $219,231 | $300,000 | $300,000 |
| Bonus ($, discretionary) | — | — | $2,820 |
| Annual Cash Bonus (NEIP) ($) | $200,000 | $200,000 | $141,540 |
| Employment Agreement Snapshot | Agreement Date | Base Salary | Target Bonus % | Key Notes |
|---|---|---|---|---|
| Executive Chairman terms | Apr 1, 2023 | $300,000 | 75% of base | 2-year initial term; auto 1-year renewals; 12-month non-compete/non-solicit; 5-year confidentiality; eligibility for special bonuses |
| Executive Chairman updated | Sep 24, 2025 | $425,000 | 75% of base | 1-year initial term; auto renewals; LTI target 200% of base in stock options; severance 2x salary+75% bonus; 18 months COBRA |
Additional: Sheriff receives $20,000 per month for service on a special operational oversight committee from March 2, 2025 until the committee is terminated .
Performance Compensation
| Metric (2024 KPI) | Sheriff Weighting | Threshold | Target | Max | Actual | Payout % |
|---|---|---|---|---|---|---|
| Annual Relative Share Price (percentile vs peers) | 28.3% | 25th–50th | 50th–75th | ≥75th | 50th percentile | 100% |
| Uranium Delivered + Revenue | 33.3% | Deliver 600k lbs U3O8; Rev < $48M | Deliver 720k lbs (44% extracted); Rev $48–$59.5M | ≥720k plus spot sales; Rev > $59.5M | Below threshold | 0% |
| Actual Expenditures vs budget | 5.0% | 105%–115% of budget | 95%–105% of budget | <95% of budget | 68.5% | 100% |
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 1, 2025) | Shares/Options | Percent of Class |
|---|---|---|
| William M. Sheriff total beneficial ownership | 3,247,515 | 1.7% |
| Options exercisable within 60 days (direct) | 797,917 | — |
| Options exercisable within 60 days (spouse’s entity, 5 Spot Corp.) | 141,667 | — |
| Voting/dispositive power (Sheriff) | 2,210,055 shares with sole voting/dispositive power | — |
| Voting/dispositive power (spouse) | 37,876 shares with sole voting/dispositive power | — |
Policy alignment: Insider Trading Policy prohibits hedging and pledging of company stock by Section 16 officers; company maintains a clawback compliant with SEC/Nasdaq (3-year look-back) . Directors who are officers do not receive director compensation .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Feb 14, 2022 | 366,667 | — | $2.92 | Feb 14, 2027 |
| May 17, 2023 | 262,500 | 87,500 | $1.94 | May 17, 2028 |
| Jun 13, 2024 | 81,250 | 243,750 | $3.93 | Jun 13, 2029 |
Vesting cadence: Generally ratable 6-month installments over two years; Sheriff grants begin vesting Nov 17, 2023 (2023 grant) and Dec 13, 2024 (2024 grant) . He exercised 433,333 options in 2024, realizing $1,791,639 in value .
Employment Terms
| Provision | April 1, 2023 Agreement | September 24, 2025 Agreement |
|---|---|---|
| Role | Executive Chairman | Executive Chairman |
| Term | Initial 2 years; auto 1-year renewals | Initial 1 year; auto renewals |
| Base Salary | $300,000 | $425,000 |
| Target Bonus | 75% of base | 75% of base |
| LTI Eligibility | Stock options; future awards under 2024 LTIP | LTI target 200% of base in stock options; one-time 320,000 options vest over 6 months; 3-year expiry |
| Severance (no-cause/non-renewal/CIC) | 2x salary + target bonus; up to 24 months COBRA; accelerated vesting of unvested options upon CIC | 2x salary + bonus at 75% of salary; 18 months COBRA |
| Restrictive Covenants | 12-month non-compete & non-solicit; 5-year confidentiality | Standard confidentiality, non-compete, non-solicit, non-disparagement; survival of covenants; ~80% time devotion |
Potential Payments (as of Dec 31, 2024; illustrative)
| Triggering Event | Cash Severance ($) | Accelerated Vesting of Options ($) | COBRA Premiums ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause | 1,050,000 | — | 87,402 | 1,137,402 |
| Non-Renewal of Employment Agreement | 1,050,000 | — | 87,402 | 1,137,402 |
| Death/Disability | 1,050,000 | — | 87,402 | 837,402 |
| Termination without Cause in connection with Change in Control | 1,050,000 | 125,269 | 87,402 | 1,262,671 |
Note: Footnote indicates 243,750 unvested options had no value as of Dec 31, 2024, despite eligibility for accelerated vesting upon CIC termination .
Multi‑Year Compensation (NEO Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 219,231 | 300,000 | 300,000 |
| Bonus ($, discretionary) | — | — | 2,820 |
| Option-based awards ($, grant-date FV) | 1,933,646 | 385,724 | 614,358 |
| Non-equity incentive plan compensation ($) | 200,000 | 200,000 | 141,540 |
| All other compensation ($) | 21,917 | 30,945 | 13,116 |
| Total compensation ($) | 2,374,794 | 916,669 | 1,071,834 |
Additional Signals and Governance Practices
- Hedging/pledging: Prohibited for Section 16 officers; equity grants under shareholder-approved plans with strike at or above market; clawback compliant with SEC/Nasdaq .
- Compensation governance: Compensation Committee comprises independent directors (Pelizza, Harris, Nieuwoudt) and uses Ernst & Young LLP as independent compensation consultant; no tax gross-ups on golden parachutes; emphasis on at-risk pay and clawback policy .
- Say‑on‑pay: 2025 proxy includes advisory vote; Board recommends FOR approval; 1-year frequency recommended .
Investment Implications
- Alignment: Sheriff’s 1.7% beneficial ownership plus large near-term exercisables (797,917 options) indicate meaningful skin-in-the-game, with hedging/pledging prohibited—a positive alignment feature .
- Incentives: KPI-driven annual bonus includes market-relative TSR component; 2024 achieved 100% on share-price and cost controls but missed operations volume/revenue targets, highlighting execution risk vs capacity scale-up . LTI emphasis on options and a 2025 increase to LTI target (200% of base) strengthens long-term alignment but raises dilution sensitivity .
- Retention/transition risk: Enhanced 2025 base salary ($425k) and severance (2x salary+75% bonus; 18 months COBRA) reduce departure risk but create higher change-in-control payouts; covenants (non-compete/non-solicit) and 80% time devotion support continuity .
- Governance: Dual role as Executive Chairman and Chair with non-independence mitigated by Lead Independent Director and active committee structures; still a governance overhang for some investors sensitive to combined chair/executive roles .
- Trading signals: Significant 2024 option exercise value ($1.79M) and substantial exercisable inventory could create periodic liquidity events; monitor Form 4 filings for sell-to-cover or discretionary sales around vest dates .
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