James Walker
About James Walker
James Walker (age 42) is Chief Executive Officer, Head of Reactor Development, and a director at Nano Nuclear Energy (NNE) since 2022, with 17+ years of engineering project management experience across construction, mechanical, and nuclear engineering domains . He holds a B.Eng. in Mechanical Engineering (University of Nottingham), M.Sc. in Mining Engineering (University of Exeter), and M.Sc. in Nuclear Engineering (Cranfield University); he is a Chartered Engineer (IMechE, 2014), Chartered Physicist (IoP, 2023), P.Eng. (Canada, 2023), and APM-qualified project manager . In FY2023–FY2024, NNE did not report salary/bonus or non-equity incentive payouts for Walker (compensation was via consulting fees); no TSR/revenue/EBITDA performance linkage was disclosed for his pay in those years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UK Ministry of Defence | Mechanical/Nuclear Engineer; later Engineering Project Manager | Pre-2013; 2013–2016 | Led infrastructure and nuclear lifecycle projects; project lead for nuclear material reclamation plant; engineering manager for reactor core manufacturing facilities . |
| Rolls-Royce (secondment) | Nuclear Physicist (Zero-Power reactor modeling) | 2012–2013 | Led probabilistic physics modeling to replicate reactor behavior and establish accuracy margins . |
| Lithium Energy Products | Head of Company Strategy | 2016–2020 | Oversaw projects, resource allocation, grants, and collaborations in lithium exploration . |
| Ares Strategic Mining (CNSX:ARS) | Senior Executive Manager | 2020–present | Responsible for plant construction, land purchases, operations, marketing, financing, safety, and shareholder relations . |
External Roles
| Organization | Role | Years | Notes / governance implications |
|---|---|---|---|
| Bayhorse Silver Inc. (TSXV: BHS) | Director | Not disclosed (current) | Small-cap Canadian public company directorship . |
| Xander Resources Inc. (TSXV: XND) | Director | Not disclosed (current) | Small-cap Canadian public company directorship . |
| LIS Technologies Inc. (LIST, private) | Consultant | Not disclosed (current) | LIST is a related party to NNE through common management and ownership; NNE invested $2.0M in LIST and entered collaborations/leases; Walker’s LIST role is a related-party linkage to monitor . |
| Ares Strategic Mining (CNSX: ARS) | Senior executive manager | 2020–present | Concurrent executive role alongside NNE CEO; time/attention balance should be monitored . |
Fixed Compensation
Note: NNE’s NEOs (including Walker) served as consultants in FY2023–FY2024 (not employees). “All Other Compensation” reflects consulting fees; Salary/Bonus were not paid; no non-equity incentives were paid .
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | – | – |
| Bonus | – | – |
| Option Awards (grant-date fair value) | $317,652 | – |
| Non-Equity Incentive Plan Compensation | – | – |
| All Other Compensation (consulting fees) | $90,000 | $185,000 |
| Total | $407,652 | $185,000 |
Additional disclosure:
- NNE incurred consulting fees to Walker of $90,000 (FY2023) and $185,000 (FY2024), recorded in G&A .
Performance Compensation
There were no disclosed annual performance metrics (e.g., revenue/EBITDA/TSR) tied to Walker’s pay in FY2023–FY2024; non‑equity incentive pay was not awarded . Equity awards were stock options granted in 2023 that fully vested at grant (no performance vesting) .
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Equity awards detail (options): | Grant date | Vesting | Options exercisable | Exercise price | Expiration | |---|---|---:|---:|---| | Feb 10, 2023 | Immediate (fully vested at grant) | 500,000 | $1.50 | Feb 10, 2026 | | Jun 7, 2023 | Immediate (fully vested at grant) | 200,000 | $3.00 | Jun 7, 2026 |
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Plan features affecting incentives: 2025 Equity Incentive Plan (pending/approved at 2025 meeting) includes stockholder‑friendly provisions (no repricing without stockholder approval, non‑employee director cash/equity caps, robust clawback language) . Company defines Clawback Policies to align with Dodd‑Frank/SOX/listing standards .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Direct shares owned | 300,000 shares |
| Exercisable options (within 60 days of Record Date) | 700,000 options |
| Total beneficial ownership | 1,000,000 shares (incl. options) |
| % of shares outstanding | 2.65% (based on 37,072,881 shares outstanding at Record Date) |
| Shares outstanding at Record Date | 37,072,881 |
Additional alignment/controls:
- Options are non-transferable; awards under 2023 plans may not be assigned, pledged, or transferred (except by will/descent) . The proxy does not disclose any pledging of NNE common shares by Walker .
- No retirement benefit arrangements for NEOs were sponsored at this time .
- Amounts due to related parties included unpaid compensation owed to Walker: $30,000 (as of Sep 30, 2023) and $25,000 (as of Sep 30, 2024) .
Employment Terms
- Status/term: Walker and other NEOs served under consulting agreements (36‑month terms from effective dates, subject to early termination) with retention fees and eligibility for discretionary additional awards; restrictive covenants include confidentiality, customer and employee non‑solicitation, and non‑disparagement .
- Severance/COC: No specific severance or change‑in‑control benefits disclosed for Walker (contrast: separate employment agreement and severance terms are disclosed for President/Chairman Jay Jiang Yu) .
- Clawback/insider trading: Company adopted an Amended and Restated Insider Trading Policy in Dec 2024; 2025 Plan contains robust clawback language; “Clawback Policies” defined to comply with applicable laws/listing standards .
Board Governance
- Role: CEO and director (not independent) . Executive directors receive no compensation for director service (director pay applies only to non‑executives) .
- Committee structure: Audit, Compensation, and Nominating & Corporate Governance Committees are composed solely of independent directors (Drs. Kenny Yu, Tsun Yee Law, and Ms. Diane Hare). Chairs: Audit—Dr. Tsun Yee Law; Compensation—Dr. Tsun Yee Law; Nominating & Corporate Governance—Ms. Diane Hare .
- Independence practices: Board determined three independent directors; independent directors meet in executive sessions (only independents present) .
- Dual‑role implications: Walker is CEO and director but not Chair (Chair is President Jay Jiang Yu); key committees are independent, mitigating CEO/board independence concerns .
Director Compensation (context)
- Independent directors received cash fees (e.g., FY2024: $25,000 Law; $35,000 Hare; $35,000 Kenny Yu) and previously were granted options (fully vested at grant; 30–40k per director in 2023) . Executive directors (including Walker) do not receive director compensation .
Related-Party Transactions (governance risk indicators)
- LIST relationship: In Aug 2024, NNE invested $2.0M in LIS Technologies (LIST), entered collaboration to secure enriched UF6 supply with profit‑sharing to be agreed, and leased ~7,000 sq ft at $7,000/month (Sep 2, 2024–Sep 1, 2034). Relationship is related‑party: Walker is a consultant to LIST; certain NNE executives/directors also serve at LIST. Investment approved unanimously by disinterested independent directors .
- Amounts due to related parties: $25,000 payable to Walker at FY2024‑end; $30,000 at FY2023‑end .
Performance & Track Record (selected operational highlights)
- Strategic acquisition: On Jan 10, 2025, NNE closed the acquisition of select Ultra Safe Nuclear Corporation assets (including MMR/transportable reactor tech) via a court‑approved Section 363 process for $8.5M cash; Canadian components subject to separate consents/option structure with the founder; this expands reactor development platforms under Walker’s remit as CEO/Head of Reactor Development .
Compensation Structure Analysis
- Cash vs equity mix shift: 2023 included a material option grant ($317,652 grant‑date fair value), while 2024 had no new equity awards; cash consulting fees rose from $90,000 (2023) to $185,000 (2024) .
- Risk of time‑based equity: 2023 options were fully vested at grant (no performance metrics), reducing direct pay‑for‑performance alignment; both tranches expire in 2026, which can increase exercise timing considerations as expiration approaches .
- Governance enhancements: 2025 Equity Plan proposes anti‑repricing, director pay limits, and robust clawback language; company formalized an updated insider trading policy in Dec 2024 .
Equity Awards, Vesting, and Potential Selling Pressure
- Immediate vesting on both 2023 grants; options are non‑transferable/ non‑pledgeable under the plan terms; expirations in Feb and Jun 2026 create a finite window to exercise (monitor potential Form 4 activity as expirations near) .
Employment Terms Summary
| Term | Details |
|---|---|
| Agreement type | Consulting agreement (36‑month term from effective date; early termination permitted) . |
| Restrictive covenants | Confidentiality; customer and employee non‑solicitation; non‑disparagement . |
| Severance/COC | Not disclosed for Walker; no employment agreement disclosed as of FY2024 . |
| Retirement benefits | None sponsored for NEOs at this time . |
| Clawback/insider trading | Amended Insider Trading Policy (Dec 2024); 2025 Plan includes robust clawback language; “Clawback Policies” defined . |
Investment Implications
- Alignment: Walker holds 2.65% beneficial ownership (1.0M incl. 700k options), a meaningful stake that aligns with shareholders; however, 2023 equity awards were fully vested at grant (no performance linkage), and 2024 compensation was predominantly cash consulting fees, tempering near‑term pay‑for‑performance alignment .
- Overhang/expiration dynamics: Two option grants (500k@$1.50; 200k@$3.00) expire in 2026; monitor exercise timing and any potential secondary liquidity effects as expirations approach .
- Governance: CEO also serves as director but not Chair; independence preserved through fully independent Audit/Compensation/Nominating committees and independent‑only sessions; executive directors receive no director fees, limiting double‑pay concerns .
- Related‑party and execution risk: LIST ties (Walker consultant; NNE investor/lessor) and amounts due to officer indicate areas to monitor for conflicts and cash discipline; the USNC asset acquisition expands the reactor platform but entails integration and regulatory execution risk .