Rob Chang
About Rob Chang
Independent director of Ur‑Energy Inc. since March 2018; age 46. Co‑founder/CEO in digital mining and a former sell‑side and buy‑side metals analyst; recognized subject‑matter expert in uranium markets with an MBA from University of Toronto (Rotman) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cantor Fitzgerald | Managing Director & Head of Metals & Mining; research coverage across precious/base metals, lithium, uranium | Prior role (dates not disclosed) | Recognized as “Best Precious Metals Analyst” (Bloomberg, Q1 2016) |
| Middlefield Capital | Director of Research & Portfolio Manager | Prior role (dates not disclosed) | Led equity and derivatives investments on $3B AUM platform |
| Multi‑strategy hedge fund (unnamed) | Member of five‑person team | Prior role (dates not disclosed) | Specialized in equity/derivative investments |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Gryphon Digital Mining | Co‑Founder and Chief Executive Officer | Current (as disclosed) | Digital mining company leadership |
| Fission Uranium Corp. | Director | Since April 2018 | Uranium exploration/producer board service |
| Shine Mineral Corp. | Director | Since November 2018 | Mineral resources company board service |
Board Governance
- Independence: The board determined Mr. Chang is independent under Canadian/U.S. securities laws and NYSE American rules .
- Committee assignments (2023): Audit; Compensation; Corporate Governance & Nominating; Treasury & Investment; appointed Chair of Treasury & Investment Committee post‑year‑end .
- Attendance (2023): Board 13/14; Audit 5/5; Compensation 4/4; Corporate Governance & Nominating 3/3; Treasury & Investment 1/1. All directors exceeded 92% board attendance; all committee members attended 100% of assigned committees .
- Audit Committee report signatory: The Audit Committee recommended inclusion of audited financials in the 2023 Form 10‑K; Rob Chang served on the committee .
Fixed Compensation
| Component | 2023 Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $75,000 | No additional fees for leadership roles; meeting fees eliminated in 2022 |
| Committee Fees | $0 | No committee chair/member fees currently |
Performance Compensation
| Component | 2023 Amount (USD) | Grant Detail |
|---|---|---|
| Stock awards (RSUs) | $25,042 | Grant of 16,407 RSUs on Dec 7, 2023 |
| Option awards | $56,276 | Options: 65,625 @ C$2.06 expiring Dec 7, 2028 |
Director ownership guidelines: Non‑executive directors must hold 3× annual retainer in shares or redeemable securities within 3–5 years; as of Dec 31, 2023, all non‑executive directors met or were on track to meet guidelines .
Policy safeguards:
- Anti‑hedging and anti‑pledging policies prohibit hedging or holding shares in margin accounts/pledging as collateral .
- Clawback policy effective Oct 26, 2023 to recoup incentive compensation upon accounting restatement per SEC/NYSE rules .
Other Directorships & Interlocks
| Company | Sector Overlap | Potential Considerations |
|---|---|---|
| Fission Uranium Corp. | Uranium | Industry overlap with Ur‑Energy; company states outside boards are permitted when no conflicts and time commitments are manageable; none are overboarded (≤3 public boards) . |
| Shine Mineral Corp. | Minerals | As above . |
Expertise & Qualifications
- 26 years in financial services; widely quoted metals/uranium analyst; Bloomberg “Best Precious Metals Analyst” Q1 2016; frequent media guest (Bloomberg, Reuters, CNBC, WSJ) .
- MBA, University of Toronto (Rotman) .
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Total beneficial ownership (shares + options exercisable ≤60 days) | 570,067 | Common shares 73,572; options 496,495 (exercisable within 60 days) . |
| Outstanding options (by grant) | — | 193,574 @ C$0.79 exp 11/05/2024; 213,914 @ C$0.63 exp 11/13/2025; 87,858 @ C$1.44 exp 08/27/2026; 91,305 @ C$1.55 exp 01/04/2028; 65,625 @ C$2.06 exp 12/07/2028 . |
| Unvested RSUs (by tranche) | — | 22,826 vest 01/04/2025; 16,407 vest 12/07/2025 (market/payout values shown in proxy) . |
| Value vested (2023) | Options $88,710; RSUs $28,153 . | |
| Pledging/Hedging | Prohibited by policy; no insiders have pledges . | |
| Ownership guideline compliance | Met/on track at 12/31/2023 . |
Attendance
| Meeting Body (2023) | Meetings Held | Rob Chang Attendance |
|---|---|---|
| Board of Directors | 14 | 13/14 |
| Audit Committee | 5 | 5/5 |
| Compensation Committee | 4 | 4/4 |
| Corporate Governance & Nominating | 3 | 3/3 |
| Treasury & Investment Committee | 2 (committee total) | 1/1 (post‑appointment 2024 meeting) |
Governance Assessment
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Strengths
- Independent director with robust capital markets skillset and uranium sector expertise; chairs Treasury & Investment Committee, adding oversight on cash/investment policy .
- Strong engagement and attendance (≥92% board; 100% committees); member of Audit and Compensation committees underpinning financial and pay oversight .
- Alignment mechanisms: 3× retainer ownership guideline, anti‑hedging/pledging, clawback policy in place .
-
Watch items
- Industry interlocks (Fission Uranium, Shine Mineral) can create perceived conflicts in sector strategy or transactions; board states such service is permitted when no conflicts/time constraints and not “overboarded.” Continued monitoring/recusals advisable where counterparties overlap .
-
Director compensation
- Cash retainer only ($75k) without meeting/chair fees; equity grants (RSUs/options) provide at‑risk alignment; total 2023 compensation $156,318 .
-
Shareholder sentiment and pay governance
- Say‑on‑pay NEO approval ~75% in 2023; Compensation Committee annually assesses compensation risk and can hire independent advisors; sessions held without management .
Overall, Rob Chang’s independence, committee breadth (Audit, Compensation, Governance, Treasury), and high attendance support board effectiveness; interlocks in uranium peers warrant ongoing conflict reviews and transparent recusals when appropriate .