Gary Huber
About Gary C. Huber
Gary C. Huber (73) is an independent director of Ur‑Energy Inc. with a PhD in geology (minor in mineral economics) from Colorado School of Mines and is a Utah-registered Professional Geologist . He first served on URG’s board in 2007 and rejoined in May 2015; he currently chairs the Corporate Governance & Nominating Committee and the Health, Safety & Environment (HSE) & Technical Committee, and is a member of the Audit and Compensation Committees . The board deems him independent under Canadian and U.S. rules and NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neutron Energy, Inc. (private uranium) | President & CEO | 2007–2012 | Led feasibility and permitting for two uranium mines and a mill . |
| Rangeland E&P, LLC (private O&G) | Founder, Managing Member | Founded 2006 | Exploration focus; ongoing role noted in biography . |
| Canyon Resources Corporation | Co‑founder; Director, CFO, VP Finance, Treasurer, Secretary | 1979–2006 | Executive finance and governance responsibilities; also President & CEO of CR Minerals (subsidiary) 1987–1998 . |
| CR Minerals Corporation (Canyon subsidiary) | President & CEO | 1987–1998 | Industrial minerals production leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gold Resource Corporation (public) | Independent Director | Prior service (ended) | Audit Chair; Compensation Committee member . |
| Capital Gold Corp. (public) | Independent Director | Prior service (ended) | Audit Committee; Corporate Governance Committee . |
| Society of Economic Geologists (non‑profit) | Fellow; prior committee chair | Prior service | Chaired audit and investment committees . |
| Society for Mining, Metallurgy & Exploration | Member; prior committee chair | Prior service | Chaired audit committee . |
| Society of Independent Professional Earth Scientists | Director and Treasurer; Foundation President | Prior service | Governance and scholarship programs . |
| Denver Gold Group (non‑profit industry association) | Director | Prior service | Industry representation . |
Current public company directorships: None of URG’s directors currently sit on other public company boards .
Board Governance
- Independence: Independent per NYSE American and Canadian rules .
- Committee leadership and membership (June–Dec 2024): Huber chaired CGN and HSE & Technical; member of Audit and Compensation .
- Committee remits: HSE & Technical oversees reserves/resources, operational, safety and environmental risk (charter reviewed Dec 11, 2024; last substantive update 2020) . CGN charter last substantively amended in 2017; reviewed Dec 11, 2024 .
- Executive sessions: Independent directors met in camera in December 2024; one board meeting excused non‑director executives for a portion in 2024 .
| 2024 Attendance (Board/Committees) | Board | Audit (AC) | Compensation (CC) | Corporate Governance & Nominating (CGN) | Treasury & Investment (TIC) | HSE & Technical (HSE&TC) |
|---|---|---|---|---|---|---|
| Gary C. Huber | 14/14 | 5/5 | 2/2 | 4/4 | — | 2/2 |
Fixed Compensation
- Structure: Non‑executive directors receive a $75,000 annual retainer; no additional chair/leadership retainers and no meeting fees (meeting fees eliminated in 2022; no leadership retainers currently) .
- Huber’s 2024 cash: $75,000 fees earned ; 2023 $75,000 .
| Year | Annual Retainer (Cash) | Meeting Fees | Chair Fees | Notes |
|---|---|---|---|---|
| 2024 | $75,000 | $0 (no meeting fees) | $0 (no chair retainers) | Director fees reviewed by independent consultant in 2021–2022; current structure affirmed . |
| 2023 | $75,000 | $0 | $0 | — |
Performance Compensation
- Equity grants to directors are discretionary; all current non‑executive directors received RSUs and options in December 2024; prior annual grants made in December 2023 .
- Timing/controls: Anti‑timing processes; no option repricing permitted .
| Year | Grant Date | RSUs (units) | RSU Fair Value ($) | Options (number) | Exercise Price | Expiration | Option Fair Value ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 12/12/2024 | 22,902 (per director) | $28,571 (Huber) | 91,602 (per director) | C$1.77 | 12/12/2029 | $59,574 (Huber) |
| 2023 | 12/7/2023 | 16,407 (per director) | $25,042 (Huber) | 65,625 (per director) | C$2.06 | 12/7/2028 | $56,276 (Huber) |
Incentive value vested (2024):
- Options vested (Huber): 81,596; value vested: $12,786; share‑based awards vested: none .
| 2024 Incentive Plan Awards Vested | Options Vested (#) | Option Value Vested ($) | RSUs/Units Vested (#) | RSU Value Vested ($) |
|---|---|---|---|---|
| Gary C. Huber | 81,596 | $12,786 | — | — |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None for all URG directors, including Huber . |
| Prior public boards (Huber) | Gold Resource Corporation – Audit Chair; Compensation Committee . Capital Gold Corp. – Audit and Corporate Governance Committees . |
| Interlocks/conflicts | URG discloses no material related‑party transactions involving directors/officers; any potential conflicts are managed via disclosure/recusal. Audit Committee pre‑approves any “related person” transactions; none material to report . |
Expertise & Qualifications
- Technical: PhD geology; decades of natural resources development, mining operations, and executive finance experience .
- Financial: Member of Audit Committee; the Audit Committee confirmed each member (including Huber) as an “audit committee financial expert” and financially sophisticated .
- Governance: Chairs CGN and HSE & Technical; prior Chair of Compensation Committee in 2023 .
Equity Ownership
- Record date: April 9, 2025; shares outstanding 364,819,260 .
- Huber beneficial ownership (includes shares and options exercisable within 60 days): 812,212 total, representing less than 1% of outstanding . Breakdown: 427,695 common shares; 384,517 options exercisable within 60 days .
- Ownership alignment: Director stock ownership guidelines require 3x annual retainer; as of Dec 31, 2024 all non‑executive directors met or were on‑track .
- Pledging/hedging: Formal anti‑pledging and anti‑hedging policies; no insiders have pledged shares .
| Ownership (as of 4/9/2025) | Amount |
|---|---|
| Common shares (direct) | 427,695 |
| Options exercisable within 60 days | 384,517 |
| Total beneficial (SEC definition) | 812,212 |
| % of shares outstanding | <1% |
| Shares outstanding | 364,819,260 |
Insider trades (selected recent Form 4s):
- 2025‑11‑10: Option exercise 50,000 @ $0.4494 and sale 50,000 @ $1.2882; after: 427,695 shares direct; 500,304 options remaining .
- 2025‑11‑12: Option exercises 113,914 and 50,000 @ $0.4498; sale 50,000 @ $1.2925; after: 541,609 shares direct; 336,390 options remaining .
- 2024‑09‑25: Sale + option exercise; 97,628 shares sold @ $1.23; after: 404,869 shares direct (see SEC link within listing) (SEC: https://www.sec.gov/Archives/edgar/data/1375205/000165495424012352/xslF345X03/section16.xml).
- 2023‑12‑05: Sale 50,527 @ $1.55 .
- 2023‑11‑21: Sale 55,653 @ $1.66 .
Compensation Committee Analysis (context for board pay oversight)
- Huber chaired the Compensation Committee in 2023; committee is fully independent; performs annual risk assessment of compensation programs; no use of external consultant in 2023; in 2024 the committee met twice and took eight actions by written resolution .
- Practices: No option repricing; clawback policy adopted Oct 26, 2023 to comply with SEC Rule 10D‑1; anti‑hedging and anti‑pledging policies in effect .
- Director pay reviews: Independent consultant (RG&A) engaged in 2021–2022; retainer set to $75k; meeting fees eliminated; no added chair fees currently .
Peer group used for compensation benchmarking (board/executive program context):
- Uranium and mining/energy comparators (selected): Denison Mines, Energy Fuels, Fission Uranium, Uranium Energy, Seabridge Gold, Silvercorp Metals, etc. (see full list) .
Say‑on‑Pay & Shareholder Feedback (governance signal)
- 2024 advisory say‑on‑pay approval: approximately 96% in favor .
- Director/shareholder engagement policies disclosed; directors attend annual meetings; all 2024 nominees attended .
Governance Assessment
Strengths
- Independence and attendance: Independent; perfect 2024 attendance across board and all assigned committees (14/14; AC 5/5; CC 2/2; CGN 4/4; HSE&TC 2/2) .
- Relevant expertise: Technical (geology) and financial oversight credentials; designated “audit committee financial expert” by URG’s Audit Committee .
- Leadership roles: Chairs CGN and HSE & Technical, aligning with URG’s operational risk profile and succession/refreshment priorities .
- Alignment and controls: Stock ownership guidelines (3x retainer) met/on‑track; anti‑hedging/anti‑pledging; clawback policy; no related‑party transactions disclosed .
Watch items
- Insider selling cadence: Multiple Form 4 sales/exercises in 2023–2025; while common for option‑based director pay, investors may monitor ongoing disposition pace versus holdings and vesting schedules .
- No chair retainers/meeting fees: While cost‑conscious, absence of chair premiums may under‑compensate heavy committee workloads in periods of increased activity; consultant recommended leadership retainers/equity changes on which no action has yet been taken .
RED FLAGS
- None disclosed: No pledging/hedging, no related‑party transactions, no legal or regulatory sanctions, and high attendance; company prohibits option repricing and maintains clawback policy .
Notes and References
- Committee matrix and attendance are for 2024 (June–December assignments) with 2024 attendance records .
- Service as Director: May 2015–present; prior service in 2007 .
- All citations refer to Ur‑Energy’s 2025 and 2024 DEF 14A filings unless otherwise indicated.