Kathy Walker
About Kathy Walker
Kathy E. Walker (66) is an independent director of Ur‑Energy Inc., serving since September 2017 and currently Chair of the Compensation Committee; she resides in Kentucky, USA and holds an MBA from Xavier University . She brings nearly 40 years of experience across energy, mining, and finance: CEO of Elm Street Resources (energy marketing, founded 35 years ago) and founder/CEO of the eKentucky Advanced Manufacturing Institute focused on advanced manufacturing workforce training . The Board has determined she is independent under Canadian/U.S. securities laws and NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elm Street Resources, Inc. | Chief Executive Officer | Founded 35 years ago (approximate) | Energy marketing leadership; executive management and finance experience |
| ENI/Agip Coal USA (ENI subsidiary) | Controller | Not disclosed | Corporate finance and controls in energy sector |
| GE’s Utah International (Sierra Coal Company) | Management roles | Not disclosed | Operations and management in mining subsidiary |
| eKentucky Advanced Manufacturing Institute | Founder & CEO | Not disclosed | High‑tech workforce development for advanced manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Coal Council | Director/Trustee | Not disclosed | Energy industry advisory experience |
| Ireland Chamber of Commerce in the United States | Director/Trustee | Not disclosed | International business exposure |
| Morehead State University | Board; Chair | Not disclosed | Higher education governance |
| Xavier University’s International School of Business | Board/Trustee | Not disclosed | Academic governance |
| First Security Bank | Board | Not disclosed | Financial services oversight |
| Great Nations Bank | Board | Not disclosed | Financial services oversight |
| Kentucky Coal Association | Board | Not disclosed | Industry association governance |
| Kentucky Judicial Campaign Conduct Committee | Board | Not disclosed | Governance/ethics focus |
| Regional economic development boards | Member | Not disclosed | Community/economic development engagement |
Board Governance
- Independence: Independent director under Canadian and U.S. requirements and NYSE American rules .
- Committee leadership: Chair, Compensation Committee (appointed early 2024); the Committee met twice in 2024 and took eight actions by written resolution; the Committee members in 2024 were all independent and the Committee did not use an independent compensation consultant in 2024 .
- Committee memberships:
- Compensation Committee (Chair)
- Corporate Governance & Nominating Committee (member June–December 2024)
- Treasury & Investment Committee (member; met twice in 2024)
- Audit Committee (member in early 2024 prior to mid‑year reassignment)
- Board activity: The Board met 14 times in 2024, held one session excluding non‑director executives, and independent directors met in camera at the annual meeting of independent directors in December 2024 .
- Lead Independent Director: Thomas H. Parker serves as Lead Director .
- Policies: Company maintains anti‑hedging and anti‑pledging policies; no insiders have pledged Company shares .
Fixed Compensation
| Metric (USD unless noted) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual cash retainer | $75,000 | $75,000 | $75,000 |
| Share‑based awards (grant‑date fair value) | $27,189 | $25,042 | $28,571 |
| Option‑based awards (grant‑date fair value) | $62,475 | $56,276 | $59,574 |
| Meeting fees | Eliminated (no meeting fees) | Eliminated (no meeting fees) | Eliminated (no meeting fees) |
| Leadership/chair fees | None (no additional fee for leadership roles) | None | None |
| Total compensation | $164,664 | $156,318 | $163,145 |
| Annual Director Equity Grants | FY 2022 (granted Jan 4, 2023) | FY 2023 | FY 2024 |
|---|---|---|---|
| RSU grant (units; grant date) | 22,826 (Jan 4, 2023) | 16,407 (Dec 7, 2023) | 22,902 (Dec 12, 2024) |
| Options grant (shares; exercise price; expiry; grant date) | 91,305; C$1.55; Jan 4, 2028; Jan 4, 2023 | 65,625; C$2.06; Dec 7, 2028; Dec 7, 2023 | 91,602; C$1.77; Dec 12, 2029; Dec 12, 2024 |
Compensation structure notes: The Board increased non‑executive director retainers to $75,000 effective Nov 1, 2021; eliminated meeting fees in 2022; and pays no additional retainers for leadership roles .
Performance Compensation
| Incentive Plan Awards (Vesting Outcomes) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Options vested (number; USD value) | 165,116; $112,543 | 100,591; $88,710 | 81,596; $12,786 |
| RSUs vested (number; USD value) | 53,479; $75,209 | 21,964; $28,153 | —; — |
| Non‑equity incentive plan compensation | Nil | Nil | — |
Director equity awards are time‑based; no performance metrics (e.g., EBITDA, TSR) are tied to director compensation grants in the proxy disclosures .
Other Directorships & Interlocks
- Current public company boards: None; the proxy states none of the Company’s directors currently serves on the board of another publicly traded company .
- Interlocks/conflicts: No related‑party transactions involving Ms. Walker are disclosed in the proxy sections reviewed; independence affirmed by the Board .
Expertise & Qualifications
- MBA; executive leadership across energy marketing, mining operations/finance, and workforce development .
- Committee experience spanning Compensation (Chair), Audit (early 2024), Corporate Governance & Nominating, and Treasury & Investment (member), indicating broad governance and financial oversight exposure .
Equity Ownership
| Beneficial Ownership (as of Record Date Apr 9, 2025) | Count | Notes |
|---|---|---|
| Common shares owned | 416,653 | |
| Options exercisable within 60 days | 384,517 | |
| Total beneficial ownership | 801,170 | |
| % of shares outstanding (364,819,260) | Less than 1% | |
| Director ownership guideline | 3x annual retainer; all non‑executive directors met or are on track as of Dec 31, 2024 | |
| Hedging/pledging | Prohibited; no insiders have pledged shares |
Governance Assessment
- Board effectiveness: Active engagement (14 Board meetings in 2024; independent sessions), ongoing committee refresh, and Ms. Walker’s progression to Compensation Committee Chair signal strong governance processes and oversight continuity .
- Independence/engagement: Ms. Walker is independent and serves across key committees (Compensation Chair; prior Audit; Governance; Treasury & Investment), reinforcing diverse oversight and alignment with best practices .
- Compensation/ownership alignment: Fixed cash retainer is modest; equity grants (RSUs and options) provide long‑term alignment; directors are subject to a 3x‑retainer ownership guideline and anti‑hedging/pledging policies with no pledging by insiders disclosed .
- Potential conflicts: Ms. Walker’s executive roles are outside URG’s operations; the proxy discloses independence and does not flag related‑party transactions involving her—reducing conflict risk .
- RED FLAGS and monitoring:
- No director‑specific attendance rates disclosed; oversight inferred from Board/committee activity .
- Compensation Committee did not use an independent compensation consultant in 2024—continue monitoring for pay practices drift or peer benchmarking rigor .
- No legal proceedings, penalties, sanctions, or bankruptcies reported for directors/officers—low litigation/governance risk from disclosures .