Dennis Higgs
About Dennis L. Higgs
Dennis L. Higgs (age 67) has over forty years of experience in financial and venture capital markets across Canada, the United States, and Europe. He has served as a Director of Energy Fuels (UUUU) since 2015 and is currently President and sole owner of Ubex Capital Inc., and President and a director of Austin Gold Corp. (NYSE American) . He is considered an independent director under NI 52-110 and NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uranerz Energy Corporation | Executive Chair of the Board | Feb 1, 2006 – Jun 18, 2015 | Founding director; Uranerz acquired by Energy Fuels |
| Arizona Star Resource Corp. | Founder/IPO involvement | Not disclosed | Directly involved with founding and initial public offering; later subject to takeover bid |
| BioSource International Inc. | Listing/financing involvement | Not disclosed | Involved in listing and financing; later subject to takeover bid |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Ubex Capital Inc. | President and sole owner | Current | Management consulting business |
| Austin Gold Corp. (NYSE American) | President and Director | Current | Public company directorship; potential external commitment |
Board Governance
- Independence: Board determined 10 of 11 directors are independent; Higgs is classified independent .
- Committee assignments: Compensation Committee member; appointed Jun 11, 2024 alongside Filas and Morrison; Chair is Robert W. Kirkwood .
- Attendance: Board met 18 times in 2024; Higgs attended 17/18 (94.4%), overall Board attendance 97% and combined Board+committee 96.91% .
- Executive sessions: Independent directors held in-camera sessions after 14 of 17 Board meetings in 2024 .
| Governance Item | 2024 Detail |
|---|---|
| Independence status | Independent |
| Board meetings attended | 17 of 18 |
| Committee membership | Compensation Committee (member) |
| Compensation Committee meetings | 5 meetings; all held with in-camera sessions |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $52,410 | Standard non-employee director retainer |
| Committee chair fee | $0 | Not a chair; Audit Chair retainer $63,803; other committee chairs $56,967 |
| Chair of Board retainer | $0 | Not Chair; Chair retainer $76,666 |
| Meeting fees | $0 | No additional fees for attendance |
| Fees earned (reported) | $52,410 | Converted to Cdn$ for payment to Higgs; calculated in USD |
Performance Compensation
| Equity Item | Quantity/Value | Vesting/Terms | Notes |
|---|---|---|---|
| RSUs granted (2024; fair value reported) | $95,290 | Time-vest: 50% on Jan 27, 2025; 25% on Jan 27, 2026; 25% on Jan 27, 2027 | Director RSUs vest time-based; one share per RSU upon vest |
| Unvested RSUs (12/31/2024) | 22,654 | Future vest dates as above | Market value $116,215 at $5.13/share |
| Value of RSUs vested in 2024 | $73,108 | As of 12/31/2024 price basis ($5.13) | Director vesting in-year |
| Options/SARs | Nil | — | No option awards to directors in 2024 |
Equity weighting signal: In 2024, equity fair value ($95,290) exceeded cash retainer ($52,410), reinforcing ownership alignment for Higgs (calculated from disclosed amounts) .
- Performance metrics tied to director equity: Not disclosed; director RSUs vest on time schedules. Broader company compensation practices emphasize performance-based instruments and KPIs for executives, not for directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Austin Gold Corp. | President and Director | External executive role; no related-party transactions disclosed with UUUU |
| Ubex Capital Inc. | President and owner | Consulting business; no related-party transactions disclosed with UUUU |
Expertise & Qualifications
- Bachelor of Commerce, University of British Columbia .
- Founding, financing, and public listings experience across multiple resource and life sciences companies; prior Executive Chair experience in uranium sector .
- Forty-plus years in venture capital markets spanning North America and Europe .
Equity Ownership
| Measure (as of Apr 17, 2025 unless noted) | Amount | % of Class | Notes |
|---|---|---|---|
| Common shares (direct) | 277,916 | 0.13% | Based on 214,837,845 shares outstanding |
| Common shares (indirect) | Nil | — | — |
| Shares acquirable within 60 days | Nil | — | Options/RSUs within 60 days none |
| Unvested RSUs (12/31/2024) | 22,654 | — | Market value $116,215 at $5.13/share |
| Ownership guideline compliance | In compliance | — | Directors must hold 2x annual retainer in shares; all directors in compliance |
| Hedging/Pledging policy | Prohibited | — | Hedging, public options trading, and pledging/margin are prohibited for insiders |
Governance Assessment
- Strengths: Independent status; meaningful ownership and ongoing RSU vesting; robust attendance (17/18 in 2024); active on Compensation Committee; Board maintains majority voting, clawback, and continuing education policies supporting governance quality .
- Compensation alignment: Director pay mixes cash retainer with annual RSUs on multi-year vesting, with no meeting fees, supporting long-term alignment .
- Conflicts/related parties: No related-party transactions requiring disclosure identified for Higgs; annual D&O processes screen and require Board approval for related-party transactions . No legal proceedings involving nominees were reported; Board found no over-boarding issues in 2024 .
- RED FLAGS: None disclosed on pledging/hedging (company policy prohibits), repricing, or low attendance; note one missed board meeting in 2024 (17/18) slightly below perfect attendance but within strong overall engagement .
Committee Assignments, Chair Roles, and Expertise
- Compensation Committee: Member (appointed Jun 11, 2024); Committee met 5 times in 2024, all with in-camera sessions; current Chair is Robert W. Kirkwood .
- No Chair role disclosed for Higgs; Audit and GN Committee chairs and membership are independent and disclosed elsewhere .
Director Compensation Mix and Ownership Alignment
- 2024 mix: Cash retainer $52,410 vs equity fair value $95,290; RSUs vest across 2025–2027; no meeting fees; RSUs denominated to a single-share settlement per unit .
- Ownership policy: Requires 2x retainer in shares; all directors compliant; 50% of shares from vesting/options must be held until compliance achieved .
Potential Conflicts or Related-Party Exposure
- External roles (Austin Gold, Ubex Capital) present outside commitments but no disclosed related-party transactions with Energy Fuels; company requires disclosure and prior approval for any related-person transactions .
- Insider trading policy prohibits hedging, publicly traded options, pledging, and margin—reducing alignment risks .