Barbara Filas
About Barbara Filas
Independent director of Energy Fuels (UUUU) since 2018; age 69 in the 2025 proxy; Mining Engineering degree from the University of Arizona and Licensed Professional Engineer. Veteran mining executive and consultant with operating experience in gold and coal mines and senior roles at Knight Piésold (President & CEO) and Geovic Mining (President & Chief Administrative Officer); first female President of the Society for Mining, Metallurgy and Exploration (2005) and recognized ESG thought leader .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knight Piésold & Co. | President & Chief Executive | 1989–2009 | Led global mining and environmental consulting; ESG, waste, closure, sustainability expertise |
| Geovic Mining Corp. | President & Chief Administrative Officer | 2009–2013 | Public company with advanced cobalt/nickel/manganese project in Cameroon |
| Various operating mines & plants | Engineer/operations roles | Pre-1989 | Hands-on mining and processing operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Austin Gold Corp (NYSE American: AUST) | Director; Audit Committee member | Current | Public company board; audit oversight |
| National Mining Hall of Fame | Chair, Board of Governors; Nominations Chair | Current | Industry leadership |
| Knight Piésold Holdings Limited | Director (former) | Prior | Private international consultancy |
| Moroccan Minerals Ltd. | Director (former) | Prior | Private explorer in Morocco/Serbia |
Board Governance
- Independence: Board determined Barbara Filas is independent (NYSE Section 803A / NI 52‑110) in 2024 and 2025 .
- Committees: Currently member of EHSS and Compensation Committees; appointed to Compensation Committee on June 11, 2024 . Previously served as Chair of the EHSS Committee and member of the Governance & Nominating Committee (GN) in 2023 .
- Attendance: Board meetings—100% in 2023 (12/12), near-full in 2024 (17/18); overall Board+committee attendance 99.4% in 2023 and 96.91% in 2024 .
- Executive/independent sessions: Independent directors held in-camera sessions after 9 of 12 Board meetings in 2023 and 14 of 17 in 2024; committees also hold frequent in-camera sessions .
- EHSS activity: EHSS Committee met 5 times in 2023 and 4 times in 2024; majority independent, chair independent; management member included for technical expertise .
- Majority voting policy for director elections (resignation expected if withheld > for, in uncontested elections) .
| Attendance | 2023 | 2024 |
|---|---|---|
| Board meetings attended | 12/12 | 17/18 |
| Independent in-camera sessions held post-Board | 9 of 12 | 14 of 17 |
Fixed Compensation
- Structure (2024, non-employee directors): Board member retainer $52,410; committee chair (non‑Audit) $56,967; Audit Chair $63,803; Board Chair $76,666; no meeting fees; reimbursed travel .
- Director compensation (Barbara Filas): 2024 fees earned $56,967; share-based awards $103,576; total $160,543 . 2022 fees earned $48,400; share-based awards $96,799; total $145,199 .
| Metric (USD) | 2022 | 2024 |
|---|---|---|
| Fees Earned | $48,400 | $56,967 |
| Share-Based Awards | $96,799 | $103,576 |
| Total | $145,199 | $160,543 |
Performance Compensation
- Form: RSUs only; half vest on Jan 27 following year 1, 25% on Jan 27 following year 2, remaining 25% on Jan 27 following year 3; one RSU converts to one common share upon vesting .
- Outstanding RSUs (as of Dec 31, 2024): 24,624 units; market value $126,321 at $5.13 closing price .
- Value vested in 2024 from prior grants: $79,464 for Barbara Filas .
- No director-level performance metrics (e.g., revenue/EBITDA/TSR) tied to director RSUs disclosed; equity is time‑based. Clawback policy meets/exceeds legal requirements for incentive compensation; hedging/derivatives trading by insiders prohibited .
| RSU/Metrics | Detail |
|---|---|
| Vesting schedule | 50% on Jan 27 (year 1), 25% Jan 27 (year 2), 25% Jan 27 (year 3) |
| Unvested RSUs (12/31/2024) | 24,624 units; $126,321 market value at $5.13 |
| 2024 RSU value vested | $79,464 |
| Performance metrics | None disclosed for director equity (time-based vesting) |
| Clawback policy | Implemented; meets/exceeds legal requirements |
| Hedging/derivatives ban | Prohibits hedging, puts/calls/derivatives; anti-pledging/margin features in Insider Trading Policy |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Austin Gold Corp (AUST) | Director; Audit Committee member | UUUU director Dennis L. Higgs is President of Austin Gold Corp, creating a cross-company link; no related-party transactions disclosed in UUUU proxy . |
Expertise & Qualifications
- Mining Engineering (University of Arizona); Licensed Professional Engineer .
- Deep operating and ESG expertise in uranium, vanadium, REEs; first female President of SME; global ESG thought leadership .
- Committee experience: EHSS (prior Chair), Governance & Nominating, Compensation .
Equity Ownership
- Beneficial ownership (as of April 17, 2025): 129,219 common shares; 0.06% of outstanding; no shares acquirable within 60 days reported .
- Outstanding/unvested RSUs at 12/31/2024: 24,624 .
- Ownership guidelines: Non-employee directors must own shares equal to 2x annual director retainer within 5 years; all directors currently in compliance; must retain 50% of shares acquired via vesting/exercise until guideline met .
- Hedging, options trading, short-term trading, margin/pledging prohibited for insiders .
| Ownership Snapshot | Value |
|---|---|
| Shares owned | 129,219; 0.06% |
| Unvested RSUs (12/31/2024) | 24,624 |
| Ownership guideline | 2x annual retainer; full Board compliant |
| Hedging/pledging policy | Prohibited for insiders |
Insider Trades (Form 4)
| Date (Transaction) | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2024-01-25 (Award) | RSU vesting into shares | 13,847 | $0 | 147,960 | |
| 2024-05-07 (Purchase) | Open market buy | 1,700 | $5.7792 | 149,660 | |
| 2025-01-29 (Award) | RSU vesting into shares | 20,499 | $0 | 170,159 | |
| 2025-03-13 (Sale) | Open market sale | 10,000 | $4.1511 | 160,159 | |
| 2025-04-21 (Award) | Issuance (administrative adjustment) | 63 | $0 | 113,446 |
Note: Post-transaction holdings reflect values reported in each Form 4; proxy ownership snapshot is as of April 17, 2025 .
Director Compensation Structure
| Component (2024) | Amount |
|---|---|
| Board member annual retainer | $52,410 |
| Committee Chair (non‑Audit) | $56,967 |
| Audit Committee Chair | $63,803 |
| Board Chair | $76,666 |
| Meeting fees | None; travel reimbursed |
| Equity grants | Annual RSUs; time‑based vesting (50/25/25 on Jan 27) |
Say-on-Pay & Shareholder Feedback
| Item | Results |
|---|---|
| 2023 Say‑on‑Pay advisory | For: 36,936,651; Against: 7,005,336; Abstain: 2,481,542; Broker non‑votes: 30,364,998 |
| 2023 Auditor ratification (KPMG) | For: 75,800,983; Withheld: 987,544 |
Compensation Committee Analysis
- Composition (2025 proxy): Filas, Higgs, Kirkwood (Chair), Morrison; Filas appointed June 11, 2024 .
- Practices include STIP/LTIP with ambitious targets; performance-based SARs and options for executives; annual reapproval; clawbacks; double‑trigger change‑in‑control for executives; prohibitions on insider hedging and derivatives .
Related Party/Conflict Review
- Company screens and requires Board approval for related‑party transactions per Item 404; conflicts must be reported to Chief Legal Officer or Audit Chair; waivers for directors must be granted by the Board .
- No specific related‑party transactions disclosed involving Barbara Filas in the proxy materials reviewed .
Governance Assessment
- Strengths: Independent status; deep sector/ESG expertise; prior EHSS Chair; strong attendance (100% in 2023; 17/18 in 2024); ownership aligned with 2x retainer guideline; insider policy prohibits hedging/pledging; active committee engagement including Compensation Committee .
- Pay mix: Balanced cash retainer plus RSUs; no meeting fees; director equity is time‑based with clear vesting; RSU values moderate and consistent YoY .
- Potential RED FLAGS:
- Interlock: Filas serves on Austin Gold’s board while UUUU director Dennis Higgs is President of Austin Gold—monitor for any transactions or influence pathways; no related‑party disclosures currently noted .
- Attendance: Slightly below perfect in 2024 (17/18); overall Board/committee attendance remained high at ~97% .
- Shareholder oversight: Majority voting policy in place; regular in‑camera sessions; robust governance manual and director education; GN Committee conducts annual effectiveness and over‑boarding assessments—Board concluded no over‑boarding in 2024 .