Thomas Parker
About Thomas H. Parker
Thomas H. Parker, age 82, is Lead Independent Director and Chair of the Audit Committee at Ur‑Energy (URG). He is a mining engineer (South Dakota School of Mines) with a Master’s in Mineral Engineering Management (Penn State) and is identified as “M.Eng., P.E.” in the proxy, underscoring professional engineering credentials. He has served on URG’s board since July 2007 and as Lead Director for roughly the past 11 years, with annual performance reviews, most recently December 11, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Silver Corporation | President & CEO; Director | Until 2012 | Senior leadership and board service |
| Gold Crest Mines, Inc. | President & CEO | Not disclosed | Senior leadership of mining company |
| High Plains Uranium, Inc. | President & CEO | Acquired in 2007 | Led junior uranium miner; sold to Energy Metals |
| Anderson & Schwab | Executive Vice President | 10 years | Management consulting leadership |
| Costain Minerals Corporation; ARCO; Kerr‑McGee Coal; Conoco | Executive management positions | Not disclosed | Broad operating roles across multiple commodities/geographies |
External Roles
| Organization | Role | Status |
|---|---|---|
| Other public company boards | — | None currently; no director serves on another public board |
Board Governance
- Lead Independent Director role continues because the Chair is the CEO; responsibilities include liaison to CEO/Chair, chairing independent director meetings at least annually, presiding when the Chair is conflicted, and chairing independent special committees during M&A; annual performance review of the Lead Director (latest Dec 11, 2024) .
- Board met 14 times in 2024 (plus 19 written resolutions); independent directors met in camera in December 2024; one meeting included executive session without non‑director executives .
- Independence: Parker is an independent director under Canadian/U.S. rules and NYSE American standards .
- Attendance: All committee members had 100% attendance in 2024; Parker attended 14/14 Board, 5/5 Audit (Chair), 2/2 Treasury & Investment, 2/2 HSE & Technical .
| Committee | 2024–2025 Membership | Role | Meetings Attended (2024) |
|---|---|---|---|
| Audit | Thomas Parker; Rob Chang; Gary Huber; John Paul Pressey (joined mid‑2024) | Chair (Parker); all members “financially literate/sophisticated” and confirmed “audit committee financial experts” | 5/5 (Parker) |
| Treasury & Investment | Rob Chang (Chair); Elmer Dyke; Thomas Parker; Kathy Walker; CFO Roger Smith | Member (Parker) | 2/2 (Parker) |
| HSE & Technical | Not fully listed in proxy excerpt | Member (Parker) | 2/2 (Parker) |
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Effective Nov 1, 2021; no additional fees for leadership roles; meeting fees eliminated in 2022 |
| Committee/Chair fees | $0 | No additional fee or retainer for leadership roles |
| Meeting fees | $0 | Eliminated in 2022 |
Total FY 2024 director compensation for Parker: $163,145 (Fees $75,000; Share‑based awards $28,571; Option‑based awards $59,574) .
Performance Compensation
- Equity compensation for non‑executive directors consists of RSUs and stock options; no non‑equity incentive plan compensation for directors .
| Award Type | Grant Date | Quantity | Terms/Value |
|---|---|---|---|
| RSUs | Dec 12, 2024 | 22,902 | Granted to each current non‑exec director |
| Options | Dec 12, 2024 | 91,602 | Exercise price C$1.77; expire Dec 12, 2029 |
| Option‑based awards vested in 2024 | — | 81,596 | Value vested $12,786 |
Vesting schedule and outstanding equity (non‑executive directors at Dec 31, 2024):
| Instrument | Quantity/Detail | Exercise Price (C$) | Expiration | In‑the‑money Value ($) |
|---|---|---|---|---|
| Options | 213,914 | 0.63 | Nov 13, 2025 | $150,152 |
| Options | 87,858 | 1.44 | Aug 27, 2026 | $12,212 |
| Options | 30,435 | 1.55 | Jan 4, 2028 | $5,711 |
| Options | 21,875 | 2.06 | Dec 7, 2028 | — |
| Options | — (new 2024 grant 91,602) | 1.77 | Dec 12, 2029 | — |
| RSUs (not vested) | Units | Payout Value ($) | Expected Payout Date |
|---|---|---|---|
| RSUs | 22,826 | $26,016 | Jan 20, 2025 |
| RSUs | 16,407 | $18,700 | Dec 7, 2025 |
| RSUs | 22,902 | $26,103 | Dec 12, 2026 |
Performance metrics tied to director pay: None disclosed; awards appear time‑based for directors (performance metrics in proxy are focused on executive officer compensation) .
Clawback policy: Adopted Oct 26, 2023 pursuant to SEC Rule 10D‑1/NYSE American; enables recovery of “Incentive Compensation” for covered employees for three completed fiscal years preceding an accounting restatement due to material non‑compliance .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None for any URG director (including Parker) |
| Interlocks with competitors/suppliers/customers | None disclosed |
| Prior board roles (non‑exhaustive) | U.S. Silver Corporation (Director while serving as CEO) |
Expertise & Qualifications
- Mining engineer with ~60 years of industry experience; extensive executive roles across uranium and diversified mining; international operating exposure (Niger, France, Venezuela) .
- Audit Committee Chair and identified “audit committee financial expert”; financially literate/sophisticated under NI 52‑110/NYSE American rules .
- Lead Director with defined responsibilities for independent oversight and M&A special committees .
- Professional engineering credential (P.E.) referenced; education from South Dakota School of Mines and Penn State .
Equity Ownership
| Holder | Common Shares | Options (exercisable within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Thomas H. Parker | 350,563 | 384,517 | 735,080 | Less than 1% |
- Shares pledged as collateral: None; company prohibits pledging; no insiders have pledged common shares .
- Ownership guidelines: Non‑exec directors must hold ≥3x annual retainer in shares/securities within specified timeline; at Dec 31, 2024 all non‑exec directors met or are on track .
Governance Assessment
- Strengths: Independent Lead Director with formalized duties; Audit Chair and “financial expert”; perfect attendance in 2024 board and committee meetings; robust anti‑hedging/anti‑pledging policies; timely Section 16 filings; no related‑party transactions or indebtedness disclosed; no current external public boards (lower interlock/conflict risk) .
- Alignment: Equity ownership plus ongoing RSU/option grants; director ownership guidelines in place and met/on‑track .
- Watch items: Advanced age and long tenure; Board does not impose a retirement age or tenure limits, preferring rigorous evaluations—refreshment is considered, but no formal cap (implies ongoing evaluation importance) .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) filings for 2024 | All applicable director/officer filings timely |
Notes on Policies Relevant to Conflicts and Investor Confidence
- Related‑party transactions: None material involving directors/officers; Audit Committee pre‑approves any “related person” transactions; directors with interests must recuse .
- Insider trading policy: Prohibits short sales, options, swaps, collars, derivatives, margin accounts, and pledging; anti‑hedging/anti‑pledging policies integrated and overseen by Corporate Governance & Nominating Committee .
- Lead Director continuity: Continues due to non‑independent Chair (CEO); duties emphasize independent oversight and conflict management during board proceedings and M&A .
Director Compensation Mix (FY 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees | $75,000 | Annual retainer; no meeting/leadership fees |
| RSU grant (Dec 12, 2024) | 22,902 units; $28,571 fair value | Annual equity for non‑exec directors |
| Options grant (Dec 12, 2024) | 91,602 options; $59,574 fair value | Exercise price C$1.77; exp Dec 12, 2029 |
| Total | $163,145 | Sum of components |
Committee Assignments & Attendance Detail (2024)
| Committee | Role | Meetings Attended |
|---|---|---|
| Audit | Chair | 5/5 |
| Treasury & Investment | Member | 2/2 |
| HSE & Technical | Member | 2/2 |
| Board | Director; Lead Director | 14/14 |
Summary Signals for Equity Stakeholders
- Board effectiveness: Strong oversight via Audit Chair/Lead Director roles; high engagement and attendance; formalized independent oversight processes .
- Conflicts: None disclosed; robust policies and committee pre‑approval for related‑party matters .
- Alignment: Equity awards and ownership guidelines support alignment; no pledging/hedging; beneficial ownership disclosed .