Matthew Gili
About Matthew Gili
Matthew D. Gili (age 57) is a Professional Engineer with deep C-suite mining experience; he joined Ur‑Energy as President on June 30, 2025 and will become CEO and join the Board on December 13, 2025 . Prior roles include President & COO of i‑80 Gold (2021–2025) and CEO of Nevada Copper (2018–2020), with earlier senior operating/technical leadership at Barrick (Cortez District, CTO), Rio Tinto (Palabora, Oyu Tolgoi), and Hecla; he emphasizes safe operations and disciplined buildouts at Lost Creek and Shirley Basin . Company performance context: Ur‑Energy’s 2024 corporate score was 2.4/4 under the Board’s framework, and executives’ incentives are weighted 60% to corporate metrics; an annual say‑on‑pay received ~96% approval in 2024 . Recent revenue and profitability trends are shown below.
Ur‑Energy recent operating metrics
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | 22,653,000* | — | 10,435,000 | 6,323,000 |
| EBITDA ($USD) | -22,355,000* | -14,559,000* | -14,247,000* | -17,747,000* |
| Net Income ($USD) | -20,062,000* | -10,898,000 | -20,956,000 | -27,463,000 |
| Cash from Operations ($USD) | -39,431,000* | 2,806,000 | -12,102,000* | -15,046,000* |
| Capital Expenditure ($USD) | -3,345,000* | -3,828,000 | -5,064,000* | -5,344,000* |
Values with “*” retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| i‑80 Gold Corporation | President & COO | 2021–2025 | Led operations and safety; public mining operator . |
| Nevada Copper Corporation | Chief Executive Officer | 2018–2020 | CEO during restart/operations; public base‑metals miner . |
| Barrick (Cortez District) | Executive General Manager; later Chief Technical Officer | Not disclosed | Ran a top Nevada operation; promoted to CTO . |
| Rio Tinto (Palabora) | Managing Director | Not disclosed | Led South African copper operation . |
| Rio Tinto (Oyu Tolgoi) | Chief Operating Officer | Not disclosed | Led operations in Mongolia . |
| Hecla Mining | Senior roles | Not disclosed | Domestic mining operations exposure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Palabora Foundation | Chairman | Not disclosed | Community and ESG leadership . |
| Mongolian Safety Association | Chairman | Not disclosed | Industry safety leadership . |
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $430,000 annually, effective June 30, 2025 . |
| Annual bonus target | 80% of base salary (President) under STIP; discretionary payout based on corporate/personal objectives . |
| LTIP target | 80% of base salary; initial eligibility includes 175,000 stock options (subject to grant timing/legal/policy) . |
| Benefits/perqs | Eligible for executive programs consistent with other executives (health, 401(k), PTO); Company maintains clawback, anti‑hedging and anti‑pledging policies . |
Performance Compensation
| Metric/Plan | Weighting | Target | Actual (Context) | Payout Mechanics | Vesting/Terms |
|---|---|---|---|---|---|
| STIP (Annual bonus) | 60% corporate / 40% personal (executives) | Board sets objectives (safety, operational, financial), threshold at ~50% of target (score 2/4), capped at ~150% (score 4/4) . | 2024 corporate performance assessed at 2.4/4 . | Discretionary per Compensation Committee based on scorecard; paid after year end . | Cash bonus; timing per plan . |
| LTIP – Options | ~80% of exec LTIP mix (typical) | Grants sized vs salary; exercise price ≥ market; 5‑year term . | Company options/RSU burn rates disclosed; options outstanding ~2.2% of shares (Apr 9, 2025) . | High leverage to share price; no option repricing permitted . | Vest 1/3 on each of 1st, 2nd, 3rd anniversaries; immediate vest on change‑of‑control . |
| LTIP – RSUs/PSUs under RSU&EI Plan | Remainder | Grants sized vs salary; RSUs redeemable in certain terminations . | RSU outstanding ~0.2% of shares (Apr 9, 2025) . | Aligns to shareholder value; dividends on unvested awards follow vesting . | On involuntary termination w/o cause, RSUs redeemed for cash; immediate redemption after change‑of‑control; retirement redemption rules for directors/executives . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Form 3 (initial ownership) | Filed July 9, 2025; “No securities are beneficially owned” at appointment as President (event date 06/30/2025) . |
| Initial option eligibility | 175,000 stock options (grant subject to legal/policy timing); LTIP target 80% of salary . |
| Vesting cadence (plan) | Options vest 1/3 each year over 3 years; 5‑year term; immediate vest on change‑of‑control . |
| Ownership guidelines (executives) | Required investment equal to 1× base salary in shares/securities, due by later of 5 years from becoming subject or 3 years from latest base salary change; compliance evaluated annually . |
| Anti‑hedging/pledging | Executives/directors prohibited from hedging and pledging/margin accounts per policy . |
| Beneficial ownership % context | URG had 364,819,260 shares outstanding as of April 9, 2025 ; Mr. Gili held 0% at filing of Form 3 . |
Employment Terms
| Term | Key Provision |
|---|---|
| Effective date/role | Employment Agreement dated June 30, 2025; President; reports to CEO; principal location Casper, WY Ops HQ . |
| Term and renewal | Initial 1‑year term; auto‑renews annually unless either party gives 90 days’ notice before anniversary . |
| Severance (without cause or good reason) | Lump sum equal to 2.5× base salary, payable on 60th day after termination; plus accrued benefits . |
| Change‑of‑control (double trigger) | If terminated without cause or resigns for Good Reason within 1 year following a change‑of‑control: Accrued benefits + 2.5× base salary lump sum . |
| Good Reason definition | Material diminution of base salary or target bonus; material diminution of role; material change in work location (with cure periods and notice) . |
| Equity treatment on termination/CoC | Unvested options expire at termination; vested options remain to stated expiry; RSUs redeemed for cash if involuntary termination w/o cause; immediate vest/redemption on change‑of‑control . |
| Covenants | Non‑solicitation and non‑disclosure; standard post‑termination obligations . |
| 409A compliance | Payments treated as separate; offsets restricted; compliance affirmed . |
Board Governance
- Board service: Appointed to the Board effective December 13, 2025; CEO concurrently; Chairman remains John W. Cash; Lead Director is Thomas H. Parker (separating Chair/CEO mitigates dual‑role risk; CEO is not independent under exchange rules) .
- Committee roles: Not disclosed for Mr. Gili; Compensation Committee members for 2024/2025 were independent directors (Chair Kathy E. Walker, Rob Chang, Gary Huber, John Paul Pressey) .
- Director compensation policy: Non‑executive directors receive $75,000 annual retainer; typical equity grants (RSUs ~22,902; options ~91,602 at C$1.77 expiring Dec 12, 2029); meeting fees eliminated; leadership retainers not currently paid .
- Director stock ownership guidelines: Non‑executive directors must hold ≥3× annual retainer within prescribed timeline; all met/on‑track as of Dec 31, 2024 .
Compensation Committee Analysis
- Program design: ~62% CEO pay and ~54% other executives at‑risk; 60% of STIP tied to corporate objectives; 80% of LTIP composed of stock options; no option repricing; clawback, anti‑hedging/anti‑pledging policies in place .
- Peer group: Updated in 2022 via RG&A; includes uranium and similar extraction peers (e.g., Energy Fuels, Denison, UEC, Silvercorp, Seabridge, Orla, NexGen, etc.) with mid‑range company ranking on key size metrics .
- Shareholder feedback: Say‑on‑pay ~96% approval in 2024; annual advisory vote schedule continues, next in 2026 .
Risk Indicators & Red Flags
- Related party transactions: None involving Mr. Gili requiring Item 404(a) disclosure .
- Hedging/pledging: Prohibited for executives/directors (alignment positive) .
- Option repricing: Not permitted .
- Change‑of‑control equity acceleration: All unvested options/RSUs vest on CoC (could amplify pay outcomes, but common in sector) .
- Ownership shortfall (near‑term): Form 3 showed no beneficial holdings at start; executive ownership guidelines require 1× salary accumulation over compliance window .
Vesting Schedules and Potential Insider Selling Pressure
| Award Type | Quantity | Vesting | Term/Exercise | Notes |
|---|---|---|---|---|
| Stock options (initial eligibility) | 175,000 | 1/3 on each of 1st, 2nd, 3rd anniversaries of grant | 5‑year term; exercise price ≥ market at grant; immediate vest on CoC | Grant timing and strike not disclosed; pressure likely around annual vest dates once granted . |
| RSUs/PSUs | Not disclosed | Per award; RSUs redeemable for cash on certain terminations; immediate redemption on CoC | Dividend equivalents follow vesting | No RSU grants to Mr. Gili disclosed to date . |
Equity Ownership Snapshot
| Date | Common Shares | Options (exercisable/unexercisable) | RSUs/PSUs | Ownership % of 364,819,260 |
|---|---|---|---|---|
| 06/30/2025 (Form 3) | 0 | 0 | 0 | 0.00% |
Employment Contracts, Severance & Change‑of‑Control Economics
| Provision | Economic Term |
|---|---|
| Severance (no cause/Good Reason) | 2.5× base salary lump sum; plus accrued benefits . |
| Change‑of‑control | Double‑trigger within 1 year: Accrued benefits + 2.5× base salary lump sum; unvested options/RSUs accelerate . |
| Good Reason triggers | Material cut to base/target bonus; material diminution of role; material relocation (with notice/cure) . |
Program Mechanics and Policies
- Executive share ownership guidelines: Must invest ≥1× base salary within the specified timetable; compliance reviewed annually .
- Anti‑hedging/anti‑pledging: Strict prohibition for executives/directors .
- Clawback: Applies to all executives; designed to recoup incentive comp under certain circumstances .
- Option/RSU plan controls: Insider and single‑participant limits; vesting minimums; change‑of‑control acceleration; termination rules; five‑year option terms .
Performance & Track Record Highlights
- Transition leadership: Immersed in Lost Creek operations and Shirley Basin construction; focus on safe operations and ramp‑up to steady state .
- Contracting context: Ur‑Energy secured eight multi‑year sales agreements since 2022 with fixed/escalated and market‑linked pricing mechanics .
- Operational buildout: Shirley Basin satellite plant/wellfield build proceeding with ion exchange vessels completion expected fall 2025; staff ramp and training ongoing .
- Corporate performance framework: Board scored 2024 at 2.4/4, informing incentive payouts .
Board Service History and Dual‑Role Implications
- Appointment: Director effective December 13, 2025, concurrent with CEO; Chair remains John W. Cash; Lead Independent Director Thomas H. Parker .
- Independence: As CEO, Mr. Gili will not be independent; separation of Chair/CEO and presence of a Lead Independent Director mitigates governance concentration .
- Committees: Mr. Gili’s committee assignments not disclosed; Compensation Committee comprises independent directors .
Investment Implications
- Alignment and retention: Strong at‑risk pay mix (80% LTIP target, options vesting over 3 years) and ownership mandate (1× salary) promote alignment; initial zero ownership suggests a build period before full compliance .
- Pay‑for‑performance: STIP and LTIP structure tie payouts to corporate scorecards and share performance; change‑of‑control acceleration is standard but can magnify outcomes .
- Trading signals: Option vesting anniversaries (post‑grant) can create periodic selling/exercise pressure; anti‑hedging/pledging policies reduce misalignment risk .
- Contract risk: 2.5× salary severance (and double‑trigger CoC) provides retention/security; Good Reason definitions limit arbitrary reductions—supporting leadership continuity through Shirley Basin buildout .
- Governance: CEO+Director structure with Chair/Lead Independent separation maintains checks; strong say‑on‑pay support and independent Compensation Committee reduce compensation inflation risk .