Mark Chalmers
About Mark Chalmers
Mark S. Chalmers is President & CEO and a Director of Energy Fuels (UUUU), serving as CEO since February 1, 2018 (officer since 2016), age 67, with a B.S. in Mining Engineering (University of Arizona) and registered professional engineer credentials . Prior roles include Executive GM of Production at Paladin Energy (2011–2015), ISR uranium operations leadership at General Atomics (Beverley) and Cameco (Highland), and Chair of the Australian Uranium Council for ~10 years; he has also consulted to BHP, Rio Tinto, and Marubeni . Pay-versus-performance disclosure shows CEO total compensation and “compensation actually paid” alongside cumulative TSR and financials; for 2024 cumulative TSR indexed a $100 initial investment to $268.59, with 2024 net income of $(47,841)k and net cash provided by operating activities of $43,973k .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Energy Fuels | President & CEO | 2018–present | Led uranium/vanadium/REE strategy; at a “critical point in business growth efforts” per Board . |
| Energy Fuels | President & COO; COO | 2016–2018 | Executive leadership through ramp and asset positioning . |
| Paladin Energy Ltd. | Executive General Manager of Production | 2011–2015 | Oversaw significant production increases while reducing operating costs at Langer Heinrich and Kayelekera . |
| General Atomics (Australia) | Beverley Uranium Mine – management | — | ISR uranium production leadership . |
| Cameco (USA) | Highland Mine – management | — | ISR uranium production leadership . |
| Consulting (BHP, Rio Tinto, Marubeni) | Consultant | — | Advisory to leading uranium supply-sector players . |
External Roles
| Organization | Role | Years | Relevance |
|---|---|---|---|
| Australian Uranium Council | Chair | ~10 years (until recently) | Industry advocacy and policy leadership . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary | $528,000 | $564,960 | $621,456 |
| Target bonus % of salary | — | — | 85% |
| Actual cash bonus | $303,600 | $403,896 | $607,473 |
| Share-based awards (grant-date FV) | $594,000 | $744,480 | $786,034 |
| Option awards (grant-date FV) | $1,300,000 | $316,800 | $401,898 |
| All other compensation | $22,250 | $30,000 | $28,165 |
| Total | $2,747,850 | $2,060,136 | $2,445,027 |
Notes: STIP target and outcomes for 2024 detailed below; 2023/2022 target percentages not disclosed.
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
- Methodology: Objective metrics + subjective category; health & safety modifier can reduce/eliminate payouts .
- Outcome: Combined STIP performance weighting of 115%; CEO bonus set at 115% of target, paying $607,473 on a $528,238 target (85% of $621,456 salary) .
| Metric (sample of disclosed 2024 goals) | Weight | Target (examples) | Actual | Payout basis |
|---|---|---|---|---|
| Total recurring & non-recurring cash flow plus minimum liquid working capital | 10% | Cash flow within ±$14.1m of ($94.1m) plan; liquid working capital ≥$41.2m | Not individually broken out | Included in 115% combined result |
| Uranium mining & production | 17.5% | Meet production/tonnage thresholds across Mill, La Sal/Pandora, Pinyon Plain | Not individually broken out | Included in 115% combined result |
| Advance development – Nichols Ranch | 10% | Complete specified delineation drilling and design milestones | Not individually broken out | Included in 115% combined result |
| Subjective category | — | Committee assessment of leadership/contributions | Not individually broken out | Included in 115% combined result |
Vesting: STIP is cash; paid Feb 2025 for 2024 performance .
Long-Term Incentive Plan (LTIP) – 2024
- Methodology: Objective criteria + subjective category; equity awards (RSUs) sized vs target equity % of salary and adjusted by performance weighting .
- Outcome: Combined LTIP performance weighting of 123.75%; CEO 2024 RSU grant approved at $922,862 (123.75% of $745,747 target; target set at 120% of salary) – grants made in Jan 2025 for 2024 performance .
| LTIP Metric (2024) | Target Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Uranium supply contract (Net Cash Increment over 2 years) | 10% (implied) | Contract driving ≥$5m net cash beyond 2024 over any 2-year period | Achieved; 150% of target | 15% weighting achieved | RSUs granted Jan 2025 for 2024 LTIP; standard plan terms |
| Scalability of uranium & vanadium production | 10% | Obtain any 4 of 19 permits/milestones (50% for 2; 150% for ≥6) | 6 achieved | 15% weighting achieved | RSUs granted Jan 2025 |
| Subjective component | 25% | Executive-specific evaluation | Achieved 150% | 37.5% weighting achieved | RSUs granted Jan 2025 |
| Combined LTIP weighting | — | 100% | 123.75% | 123.75% | As above |
| CEO 2024 LTIP: Target equity and actual grant | — | $745,747 (120% of $621,456 salary) | $922,862 | 123.75% | RSUs granted Jan 2025 |
Special transaction equity (Base Resources acquisition; awarded Dec 12, 2024): CEO received RSUs $125,845 and Performance-Based Options $62,922; RSUs vest 50% on Jan 27, 2025, 25% on Jan 27, 2026, 25% on Jan 27, 2027; PBSOs: 5-year term, 50% vest at 12 months, 50% at 24 months, exercise price set at 10% premium vs SOs .
Key 2024 Grants to CEO
| Date | Instrument | Quantity/Value | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Jan 25, 2024 | RSUs (for 2023 performance) | $660,190 grant-date FV | — | — | Plan terms |
| Jan 25, 2024 | Performance-Based Options | 94,118 options; $338,976 FV | $7.48 | Jan 24, 2029 | 50% at 12 months; 50% at 24 months |
| Dec 12, 2024 | RSUs (Special Transaction Bonus) | $125,845 | — | — | 50% 1/27/2025; 25% 1/27/2026; 25% 1/27/2027 |
| Dec 12, 2024 | Performance-Based Options (Special) | 21,970 options; $62,922 FV | $7.24 | Dec 11, 2029 | 50% at 12 months; 50% at 24 months |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 835,431 shares (0.39% of 214,837,845 outstanding as of Apr 17, 2025) . |
| RSUs unvested (12/31/2024) | 180,884 units; market value $927,935 . |
| Options outstanding (unexercisable; 12/31/2024) | 361,111 @ $6.47 exp 1/25/2027; 91,826 @ $7.36 exp 1/26/2028; 94,118 @ $8.23 exp 1/24/2029; 21,970 @ $7.25 exp 12/11/2029 . |
| Options exercisable | None (exercisable column “Nil” as of 12/31/2024) . |
| Hedging/derivatives policy | Hedging and transactions in publicly traded options are prohibited for insiders . |
| Pledging | Pledges/margin purchases prohibited for insiders . |
| Director ownership guidelines | Non-employee directors required to hold ≥2x annual retainer; CEO receives no director fees; all directors in compliance . |
Insider selling pressure indicators:
- RSU vesting from special bonus: 50% vested Jan 27, 2025; remaining 25% tranches on Jan 27, 2026 and Jan 27, 2027, which can create predictable liquidity windows .
- Performance-based options from Jan 2024 and Dec 2024 grants vest 50% at 12 months and 50% at 24 months, adding potential exercise events in 2025–2026 and 2025–2026/2027 respectively .
Employment Terms
| Term | Summary |
|---|---|
| Employment agreement term | Amended Apr 10, 2024; term through planned retirement date Apr 15, 2026 (extendable by mutual agreement) . |
| Current base salary | $646,314 (subject to review/increase) . |
| Target bonus and equity | Target cash bonus 85% of base (STIP); target equity 120% of base (LTIP) . |
| Severance (no cause, disability, good reason, death) | 2.99x (base salary + target cash bonus) plus accrued obligations; estimated $3,437,584 if triggered on Dec 31, 2024 (based on $621,456 base) . |
| Change of control (double trigger) | If not assumed or termination within 12 months: severance as above plus automatic vesting of all unvested RSUs and options (90-day post-termination option exercise window), SARs exercisable for 270 days; estimated severance $3,437,076 + $927,935 RSU acceleration if triggered Dec 31, 2024 . |
| 280G treatment | Parachute payment “cutback” to avoid 4999 excise tax (no excise tax gross-up) . |
| COBRA | COBRA continuation reimbursement for months equal to 12× severance factor (≈3 years) with tax gross-up on premium reimbursements . |
| Non-compete / non-solicit | Global non-compete during 2-year consulting term; non-solicit during consulting term and for 12 months thereafter . |
| Retirement and consulting | If retire on planned date (subject to succession): $1,000,000 cash retention bonus + $1,000,000 cash succession bonus; RSUs of $1,000,000 (50% at 1 year; 50% at 2 years) in consideration of non-compete; acceleration of all unvested RSUs and unexpired options; SARs exercisable 270 days post consulting end; consulting at $1,250/hour with 10 hours/week minimum for 2 years (20 hrs/week year 1; 15 hrs/week year 2) . |
| Estimated retirement package (if retired 12/31/2024 as reference) | $2,000,000 cash + $1,000,000 RSUs + $927,935 accelerated RSUs = $3,927,935; plus consulting agreement . |
Board Governance
- Director since 2018; currently President, CEO, and Director; member of the Environment, Health, Safety and Sustainability (EHSS) Committee; not independent (management director) .
- Board structure: 11 directors; 10 independent; independent Chair (J. Birks Bovaird); all committees chaired by independent directors; Compensation Committee entirely independent .
- Dual-role implications: CEO is not Chair; independent Chair and committee independence mitigate CEO/Director dual-role concerns. CEO receives no additional board fees .
Director Compensation (context)
- CEO receives no director retainers/fees; non-employee directors receive cash retainers and RSUs, with vesting over 1–3 years (50% next Jan; 25% year 2; 25% year 3) .
Compensation Structure Analysis
- Increased at-risk pay: 2024 STIP paid at 115% of target; LTIP at 123.75% of target, reflecting stronger performance against tailored operating and contracting metrics in a period of limited earnings from operations .
- Shift toward performance-based equity: Use of RSUs sized by LTIP outcomes and performance-based options with strike set at a 10% premium; multi-year vesting promotes retention and alignment .
- Special transaction awards: Additional RSUs/PBSOs for Base Resources acquisition execution, with clear staged vesting through 2027; creates identifiable future supply windows but recognizes extraordinary work .
- Governance guardrails: Prohibitions on hedging/pledging; clawback policy meeting/exceeding SEC/NYSE rules; double-trigger CoC; 280G cutback (no tax gross-up) .
Compensation Peer Group (Benchmarking)
- Independent consultant (Zayla) engaged; peer groups refreshed for 2024 and 2025 based on GICS, size (TTM and 60-day averages), EV, revenue, TSR, and other screens; 17 companies including UUUU were used in 2024 and 2025 analyses .
- 2025 peer snapshot includes uranium, REE, and diversified miners (e.g., NexGen, Denison, Iluka, Tronox, Centrus); UUUU ranked ~10th of 17 by TTM market cap; Committee adjusted targets where bonus opportunities lagged peers .
Related Party Transactions and Risks
- Company screens related-party transactions annually via D&O questionnaires and requires prior approval; no related-party transactions requiring disclosure identified .
- No compensation committee interlocks in 2024–2025; Compensation Committee entirely independent .
- No defined pension or deferred comp plans for NEOs; 401(k) with match .
Track Record and Pay Versus Performance (selected)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR ($100 initial) | $223.04 | $399.48 | $325.13 | $376.44 | $268.59 |
| CEO “Compensation Actually Paid” (SEC CAP) | $3,025,346 | $5,793,092 | $1,484,907 | $1,056,571 | $1,173,130 |
| Net Income (Loss) ($000s) | $(27,872) | $1,448 | $(59,944) | $99,756 | $(47,841) |
| Net Cash from Operating Activities ($000s) | $32,178 | $29,294 | $49,702 | $15,409 | $43,973 |
Employment & Retention Risk Assessment
- Retention features: Defined succession obligation and retirement/consulting economics to ensure continuity; Board formed a Special Committee on CEO succession .
- Post-retirement exclusivity: Two-year global non-compete and non-solicit backed by consulting retainer and RSUs; reduces risk of knowledge loss to competitors but concentrates value at retirement date .
- Event sensitivity: Double-trigger CoC protections with equity acceleration could be material in a transaction scenario; 280G cutback limits excise-tax leakage .
Board Service History, Committee Roles, and Dual-Role Implications
| Board | Role | Since | Committees | Independence | Notes |
|---|---|---|---|---|---|
| Energy Fuels Inc. | Director | 2018 | EHSS (member) | Not independent (CEO) | Chair is independent; 10/11 directors independent; mitigates CEO/Director dual-role concerns . |
Investment Implications
- Alignment: High equity exposure via unvested RSUs and performance-based options, prohibitions on hedging/pledging, and clawback policy support long-term alignment; director independence and an independent Chair strengthen oversight of CEO pay .
- Near-term supply/flow: Known vesting from special transaction RSUs (2026/2027) and PBSO tranches (12/24 months from 2024 grants) can create identifiable selling/exercise windows; monitor trading windows and blackouts .
- Transition/CoC optionality: Retirement package and two-year consulting/non-compete suggest lower near-term succession risk; double-trigger CoC equity acceleration and severance represent meaningful costs (and potential stock supply) in M&A scenarios .
- Pay-for-performance: 2024 incentive outcomes (STIP 115%, LTIP 123.75%) were driven by tangible operating/contracting milestones amid limited GAAP earnings; investors should track execution on uranium contracts, permitting milestones, and scalability KPIs that directly drive incentive payouts and equity issuance levels .