Amir Adnani
URANIUM ENERGYAbout Amir Adnani
Founder, President, CEO, and director of Uranium Energy Corp. since January 2005; age 47 as of May 28, 2025; B.Sc., University of British Columbia; former UBC Alumni Association director (2015–2021) . Board leadership is separated (independent non-executive Chairman), and Adnani does not sit on key board committees . Pay-versus-performance disclosures show strong TSR during his recent tenure window: a $100 investment on 7/31/2020 grew to $612.41 by FY2024, and the company reports a 173% TSR since FY2021 with compensation outcomes aligned to share performance . Operationally, UEC restarted uranium extraction in Wyoming, advanced Texas and Saskatchewan projects, and generated $66.84 million of revenue from 810,000 lbs U3O8 sales (nine months ended Apr 30, 2025) with $271 million of cash, inventory and equities at market as of May 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gold Royalty Corp. | Director | Nov 2020 – Mar 2023 | Public royalty company directorship expands metals capital markets network . |
| UBC Alumni Association | Director | 2015 – 2021 | University governance and alumni engagement . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| World Nuclear Association | Board of Management | Appointed Apr 2025 | Global industry governance/policy role . |
| Uranium Royalty Corp. | Chairman | Current | UEC owns ~13% of URC; relevant interlock . |
| GoldMining Inc. | Founder and Co‑Chairman | Current | Public gold acquisition/development company . |
Fixed Compensation
| Item | FY2024 | Notes |
|---|---|---|
| Base salary (CEO) | $575,000 | As disclosed for FY2024 . |
| Director compensation | $0 | No additional pay for board service . |
Performance Compensation
Annual Incentive (STIP) – Structure, Metrics, and Outcome
| Metric | Weight | Threshold | Target | Breakthrough | FY2024 Result | Payout Factor |
|---|---|---|---|---|---|---|
| Operational objectives (WY restart; TX resource increase; SK drilling) | 30% | 1 of 3 | 2 of 3 | 3 of 3 | 3 of 3 completed | 200% . |
| Balance sheet (liquid assets) | 50% | $50mm | $60mm | $70mm | >$70mm; Co. cited ~$329.5mm at 7/31/24 | 200% . |
| ESG rating improvement (ISS, Sustainalytics, MSCI) | 10% | Maintain | Overall improvement | Letter/category improvement | Achieved letter/category improvement | 200% . |
| Total recordable injury/illness rate (IIR) | 10% | <4.8 | <3.2 | <1.6 and no fatalities | Zero (no TRIR injuries) | 200% . |
| CEO STIP Detail | FY2024 |
|---|---|
| Target bonus (% of base) | 100% . |
| Target bonus ($) | $575,000 . |
| Corporate performance result | 200% . |
| Actual payout | $1,150,000 . |
Additional design features: maximum STIP payout 200% of target; committee retains discretion .
Long-Term Incentives (LTIP)
- Vehicles: RSUs (time-vested) and PRSUs (3-year relative TSR vs Global X Uranium ETF, 0–200% payout; capped at 100% if absolute TSR negative) .
- FY2021 PRSUs vested at 200% based on >2,500 bps outperformance and positive absolute TSR; CEO received 313,954 shares for 156,977 target units .
- FY2024 CEO grants:
- RSUs: 396,721 units granted 7/26/2024; vest in equal thirds on 7/26/2025, 7/26/2026, 7/26/2027; grant-date fair value $2,177,998 .
- PRSUs: 270,492 target units granted 7/26/2024 (threshold 135,246; max 540,984); 36‑month cliff vest on 7/26/2027; grant-date fair value $1,462,454 .
- PSOs (performance stock options): grant 7/31/2023; exercise price $3.98; 38,305 exercisable and 76,610 unexercisable at 7/31/2024; expire 7/31/2033 .
- Pay mix (CEO FY2024): 11% base, 21% STIP, 68% stock awards; 89% at‑risk .
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 5,396,212 | Includes 5,222,667 directly/indirectly, 3,000 spouse, 38,305 options vesting ≤60 days, 132,240 RSUs vesting ≤60 days . |
| Ownership (% of SO) | 1.2% | Based on 444,349,147 shares outstanding as of 5/28/2025 . |
| Unvested time‑based RSUs (as of 7/31/2024) | 709,890 | 48,041 (7/29/22), 265,128 (7/31/23), 396,721 (7/26/24); vest evenly over 2025–2027 dates . |
| Target PRSUs unearned (as of 7/31/2024) | 562,813 | 81,424 (7/29/22; vests 7/29/2025), 210,897 (7/31/2023; vests 7/31/2026), 270,492 (7/26/2024; vests 7/26/2027) . |
| Options/PSOs outstanding (strike/exp.) | 38,305 ex./76,610 unex. at $3.98; exp. 7/31/2033 | As of 7/31/2024 . |
| Stock ownership guideline | 3x base comp (CEO) | $1.98mm requirement; CEO ownership value $26.74mm at $5.12 60‑day avg; in compliance . |
| Hedging/Pledging | Prohibited without pre‑approval; policy bans pledging; serious offense if violated | Anti‑Hedging and Anti‑Pledging Policy . |
Implications for selling pressure:
- Near-term supply from scheduled RSU vesting (three equal tranches through 2027) and potential PRSU cliffs in 2025/2026/2027; actual sales depend on personal decisions/10b5‑1 plans not disclosed here .
- Anti‑hedging/pledging and significant ownership guideline compliance mitigate alignment concerns .
Employment Terms
| Element | Key Terms |
|---|---|
| Structure | Services agreement with Adnani Corp. (consulting entity) since 7/1/2013; auto‑renews in 3‑month increments . |
| Current monthly fee | $55,000 effective 8/1/2024 . |
| Non‑renewal severance | Cash = 4 months of then monthly fee for each full/partial year of term since 7/23/2009 + average annual bonus (most recent 2 yrs); immediate vesting of all equity; 2‑year option exercise and benefits extension; other LTIP vests per plan . |
| Termination without cause or by Adnani for good reason or for good reason due to change of control | Cash = 24 months of then monthly fee + 2x average annual bonus (most recent 2 yrs) + equity vesting; 2‑year option exercise; 2‑year benefits extension; other LTIP vesting per plan . |
| With cause/by Adnani without good reason | No severance . |
| Death/disability | 12 months of then monthly fee + average annual bonus (2 yrs) + option exercise extension; expense reimbursements . |
| Clawback | Company‑wide policy (11/20/2023) for erroneous incentive compensation after restatement, 3‑year lookback, administered by Compensation Committee . |
Notes:
- Acceleration language effectively provides full vesting under non‑renewal and without‑cause/good‑reason CoC scenarios, indicating robust executive protections .
- Anti‑hedging/pledging policy and stock ownership guidelines apply to CEO .
Board Governance (including dual‑role considerations)
- Roles: Adnani is President, CEO, and a director; Board has an independent non‑executive Chairman (Spencer Abraham), addressing CEO/Chair duality concerns .
- Independence: Five of six directors deemed independent; Adnani is non‑independent .
- Committees and chairs: Audit (Chair David Kong), Compensation (Chair Vincent Della Volpe), Corporate Governance & Nominating (Chair Gloria Ballesta), Sustainability (Chair Trecia Canty). CEO is not a member of key committees .
- Attendance: Board and all committee members had 100% attendance in FY2024; all directors attended 2024 annual meeting .
- Time commitments: Policy limits outside public boards; Adnani serves on two additional public boards (URC, GoldMining); CG&N Committee concluded he has sufficient time commitment (100% attendance) .
- Say‑on‑pay: 97% approval in 2024, indicating strong shareholder support for pay design .
Director Compensation (context for dual roles)
- Non‑executive director retainers: Chair $170k; directors $33k (FY2024), rising to $38k (FY2025); added committee retainers; equity grants in RSUs and options for outside directors. CEO receives no separate director compensation .
Compensation Structure Analysis
- Cash vs equity mix: CEO FY2024 comp 11% base, 21% STIP, 68% LTIP; majority at risk and equity‑linked .
- Shift to RSUs/PRSUs: PRSUs were primary performance equity in FY2022–FY2024 with TSR vs URA ETF; FY2021 PRSUs paid at 200% reflecting outperformance, capping at 100% if absolute TSR negative .
- Performance metrics: STIP emphasized balance sheet strength (50%), operational milestones (30%), and ESG/safety (20%); achieved “breakthrough” on all .
- Governance safeguards: Clawback, no perquisites, no tax gross‑ups, anti‑hedge/pledge, stock ownership guidelines, independent consultant (GGA) .
- Peer benchmarking: Target around median of revised peer group spanning uranium and broader energy; UEC positioned 46th percentile market cap, 37th percentile assets at review time .
Equity Grant and Vesting Details (CEO)
| Award | Grant Date | Units | Terms | Vesting/Expiration | Valuation |
|---|---|---|---|---|---|
| RSU | 7/26/2024 | 396,721 | Time‑vested | 1/3 on 7/26/2025; 2026; 2027 | GDFV $2,177,998 . |
| PRSU (target) | 7/26/2024 | 270,492 | 3‑yr TSR vs URA (0–200%; capped at 100% if abs TSR negative) | Cliff on 7/26/2027 | GDFV $1,462,454 . |
| PSO | 7/31/2023 | 38,305 ex./76,610 unex. | Strike $3.98 | Expires 7/31/2033; vests 1/3 annually (2024–2026) | — . |
| RSU (prior) | 7/31/2023 | 265,128 | Time‑vested | 1/3 on 7/31/2024; 2025; 2026 | MV $1,572,209 at 7/31/2024 . |
| RSU (prior) | 7/29/2022 | 48,041 | Time‑vested | 1/3 on 7/29/2023; 2024; 2025 | MV $284,883 at 7/31/2024 . |
| PRSU (target, prior) | 7/31/2023 | 210,897 | 3‑yr TSR vs URA | Cliff on 7/31/2026 | MV $705,926 at 7/31/2024 . |
| PRSU (target, prior) | 7/29/2022 | 81,424 | 3‑yr TSR vs URA | Cliff on 7/29/2025 | MV $391,104 at 7/31/2024 . |
Ownership Table (CEO)
| Component | Shares |
|---|---|
| Direct/indirect | 5,222,667 . |
| Spouse | 3,000 . |
| Options exercisable ≤60 days | 38,305 . |
| RSUs vesting ≤60 days | 132,240 . |
| Total beneficial | 5,396,212 (1.2% of SO) . |
Performance & Track Record
- Strategic execution: Restart of Christensen Ranch ISR in WY; Burke Hollow construction in TX; Roughrider drilling and PEA; Sweetwater Plant and WY assets acquired from Rio Tinto (adds 4.1M lbs/yr licensed capacity); Radiant microreactor uranium supply agreement .
- Financial trajectory: $66.84mm revenue on 810k lbs sold at $82.52/lb; gross profit $24.48mm (9M ended 4/30/2025); cash/inventory/equities $271mm at 5/30/2025 .
- Pay vs performance: FY2024 TSR value of $612.41 on initial $100 (from 7/31/2020), peer group $524.59; PEO “compensation actually paid” tracked TSR over 2021–2024 .
- Safety/ESG: Zero recordable injuries in FY2024; ESG ratings improved across agencies .
Related Party Transactions
- $28,384 paid in FY2024 to Blender Media Inc., controlled by a direct family member of the CEO (services for IT, branding, media, website); $1,456 payable at 7/31/2024; reviewed under Audit Committee related‑party policy .
- UEC holds ~13% of Uranium Royalty Corp.; CEO serves as URC Chairman; CEO not on key board committees at UEC .
Risk Indicators & Red Flags
- Legal/compliance: No material legal proceedings within the past ten years for directors/officers; Section 16(a) filings timely .
- Pay design risks: Use of PRSUs aligns to TSR; no perquisites or tax gross‑ups; clawback policy in place; anti‑hedging/pledging policy .
- Severance/CIC: Robust protections including full vesting and 24 months fee + 2x bonus under without‑cause/good‑reason and CoC‑related scenarios; potential overhang for investors in downside scenarios .
- Share overhang/vesting: Significant time‑based RSUs and PRSUs scheduled to vest across 2025–2027; may create periodic liquidity events; actual selling not disclosed .
- Governance structure: Independent chair and fully independent key committees mitigate dual‑role concerns .
Compensation Peer Group (benchmarking)
- Philosophy: Target around median of peer group; UEC at 46th percentile market cap, 37th percentile total assets at review .
- FY2024 Peer Group (examples): Cameco, NexGen, Denison, Energy Fuels, Magnolia Oil & Gas, Gulfport Energy, Northern Oil & Gas, NGEx, Vital Energy, Black Stone Minerals (Filo and Fission later acquired) .
- Changes: Rebalanced to reflect UEC scale and sector relevance (adds/removals listed) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~97%; no significant program changes thereafter .
Expertise & Qualifications
- Industry leadership: Founder of UEC; roles at URC and GoldMining; frequent media/industry representation; WNA board member .
- Recognition: Fortune “40 Under 40, Ones to Watch”; Mining Journal “Mining’s Future Leaders”; EY “Entrepreneur of the Year” nominee .
- Education: B.Sc., University of British Columbia .
Investment Implications
- Alignment: High ownership and 3x salary guideline compliance, TSR‑linked PRSUs, independent chair, and strong say‑on‑pay support signal shareholder alignment and governance strength .
- Upside participation: PRSUs directly tied to relative TSR (capped if absolute TSR declines), with prior 200% payout on FY2021 grant evidencing competitive outperformance during the cycle .
- Overhang/flow: Meaningful RSU and PRSU vesting through 2027 creates potential stock supply overhang; monitoring Form 4s and 10b5‑1 plans would refine trading signals (not disclosed here) .
- Contract economics: CIC/termination protections (accelerated vesting; 24 months fee + 2x bonus) are generous; while retention‑supportive, they may raise downside governance scrutiny and potential cost in change‑of‑control scenarios .
- Related‑party/Interlocks: Small related‑party payments to Blender; URC stake plus CEO’s URC chair role merits standard‑course oversight, but CEO is excluded from key UEC committees managing such matters .