Elmer Dyke
About Elmer W. Dyke
Elmer W. Dyke (age 61) is an independent director at Ur‑Energy Inc. (URG) with 25+ years in the commercial and government nuclear industry. He holds a B.A. in International Political Economy from Davidson College and served 13 years as a U.S. Army Officer; he joined URG’s board in April 2024 and is considered independent under U.S./Canadian rules and NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State (details included secondments to DoD and Commerce) | Directed international security programs including nuclear nonproliferation and high-technology projects | Not disclosed | Led nonproliferation and security initiatives |
| NAC International | Nuclear nonproliferation/strategy/nuclear fuel cycle expert | Not disclosed | Subject-matter expertise across nuclear fuel cycle |
| Booz Allen Hamilton | Nuclear nonproliferation/strategy/nuclear fuel cycle expert | Not disclosed | Advisory on strategy and fuel cycle |
| Centrus Energy Corporation | Senior executive; led strategic planning, business development, financial performance, risk management | Not disclosed | Executive leadership in nuclear fuel supply and services |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| New Horizons Nuclear Associates, LLC | Founder/Leader (global nuclear consulting firm) | Formed 2021 | Independent consulting; monitor for any engagements with URG suppliers/customers |
| World Nuclear Association | Director (prior term) | Not disclosed | Industry body; not a public company board |
| U.S. Nuclear Industry Council | Director (prior term) | Not disclosed | Industry body; not a public company board |
| Public company boards (current) | — | — | None of URG’s directors currently serve on other publicly traded company boards |
Board Governance
- Independence: Board determined Dyke is independent under Canadian and U.S. securities laws and NYSE American rules .
- Years of service on URG board: April 2024–present .
- Committee memberships (June–Dec 2024): Corporate Governance & Nominating (member), Treasury & Investment (member), Health, Safety, Environment & Technical (member). Not a member of Audit or Compensation .
- Attendance (2024): Board 7/7; CGN 1/1; TIC 1/1; HSE&TC 1/1. All committee members attended 100% of assigned committee meetings .
- Director onboarding & engagement: Completed robust orientation and site visit to Lost Creek shortly after appointment .
| Committee | Role | 2024 Attendance |
|---|---|---|
| Corporate Governance & Nominating | Member | 1/1 |
| Treasury & Investment | Member | 1/1 |
| HSE & Technical | Member | 1/1 |
Governance policies relevant to directors:
- Anti‑hedging and anti‑pledging: Directors are prohibited from hedging and from pledging or holding shares in margin accounts; no insiders have pledged shares .
- Clawback: Company‑wide clawback policy (effective Oct 26, 2023) enabling recovery of incentive compensation after material restatement, per SEC Rule 10D‑1 and NYSE American listing rules .
- Share ownership guidelines (directors): Required minimum investment equal to 3x annual director retainer within the prescribed timeline; as of Dec 31, 2024, all non‑executive directors met or were on track .
Fixed Compensation
Policy highlights for non‑employee directors:
- Annual retainer: $75,000; no additional fees for leadership roles; meeting fees eliminated in 2022; ad hoc/special committee fees only if such committees exist (none currently) .
2024 compensation (served nine months in 2024 following April appointment):
| Component | 2024 Amount |
|---|---|
| Fees earned (cash) | $56,250 |
| Share‑based awards (RSUs) – grant‑date fair value | $28,571 |
| Option awards – grant‑date fair value | $252,616 |
| Total | $337,437 |
Performance Compensation
Long‑term equity awards to non‑employee directors (2024):
| Grant Date | Instrument | Quantity | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| May 8, 2024 | Stock Options | 200,000 | C$2.46 | May 8, 2029 | Options generally vest 1/3 annually over 3 years; 5‑year term; immediate vest on change of control |
| Dec 12, 2024 | Stock Options | 91,602 | C$1.77 | Dec 12, 2029 | Options vesting as above |
| Dec 12, 2024 | RSUs | 22,902 | — | — | Vesting schedule not disclosed for director RSUs; outstanding at 12/31/2024 |
Value vested in 2024 (director incentive awards):
| Metric | 2024 |
|---|---|
| Option‑based awards – number vested | — (none) |
| Option‑based awards – value vested ($) | — (none) |
| Share‑based awards – number vested | — (none) |
| Share‑based awards – value vested ($) | — (none) |
Notes:
- Director equity awards at URG are time‑based; no director‑specific performance metrics disclosed for vesting (contrast to executive STIP metrics) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None for URG directors, including Dyke |
| Industry organizations | Served terms as director of World Nuclear Association and U.S. Nuclear Industry Council |
| Potential interlocks/conflicts | Company disclosed no related‑party transactions and no arrangements underlying his appointment; Board determined independence |
Expertise & Qualifications
- Education: B.A., International Political Economy (Davidson College) .
- Military: U.S. Army Officer, 13 years .
- Technical/industry expertise: Nuclear nonproliferation; nuclear fuel cycle; strategic planning; business development; risk management; executive experience at Centrus Energy .
- Board qualifications: Financial literacy and broad nuclear industry leadership recognized by the Board .
Equity Ownership
As of the April 9, 2025 record date and December 31, 2024 reporting:
| Item | Amount |
|---|---|
| Common shares beneficially owned (4/9/2025) | 0 |
| Options exercisable within 60 days of 4/9/2025 | 0 |
| Ownership as % of shares outstanding | <1% |
| Unvested RSUs outstanding (12/31/2024) | 22,902; market value $26,103 |
| Outstanding options granted in 2024 | 200,000 (5/8/2024); 91,602 (12/12/2024) |
| Pledged shares | None; pledging prohibited; no insiders have pledged |
| Hedging of URG stock | Prohibited |
| Director ownership guideline | 3x retainer within specified timeframe; all non‑exec directors met or were on‑track as of 12/31/2024 |
Governance Assessment
Strengths and positive signals:
- Independence affirmed; no related‑party arrangements on appointment; no related‑party transactions reported .
- Relevant domain expertise in nuclear fuel and nonproliferation; enhances Board oversight of HSE/technical and strategic risk .
- High engagement: 100% attendance at Board and assigned committees in his service period; robust director orientation and site visit completed .
- Shareholder alignment policies: anti‑hedging/anti‑pledging in place; clawback policy compliant with SEC/NYSE American rules .
- Shareholder sentiment: Prior year say‑on‑pay support ~96%, indicating constructive governance environment (for executives; informs broader governance context) .
Watch items / potential risks to monitor:
- Low current share ownership: 0 shares and 0 options exercisable within 60 days as of 4/9/2025; however, equity grants outstanding and director ownership guideline provides up to five years to meet 3x retainer requirement .
- External consulting business (New Horizons Nuclear Associates): independent consulting can create perceived conflicts if counterparties overlap; no related‑party dealings disclosed, but monitor disclosures for any engagements intersecting URG’s ecosystem .
Fixed Compensation (Policy Addendum)
- Annual retainer: $75,000; no chair/leadership retainers; meeting fees eliminated; ad hoc committee fees only if constituted (none currently) .
Performance Compensation (Plan Terms Addendum)
- Options: 5‑year term; generally vest 1/3 annually over three years; immediate vesting upon change of control .
- RSU & Equity Incentive Plan: renewed for shareholder vote in 2025; plan includes directors as eligible participants; unallocated units/shares renewal sought for three years .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support ~96%; 2025 advisory vote scheduled with next annual meeting; Compensation Committee reviews outcomes annually .
Related‑Party Transactions and Legal/Compliance
- No related‑party transactions disclosed for Dyke; independence affirmed upon appointment .
- No penalties/sanctions or bankruptcy disclosures for directors that would be material to investors .