Michael Stirzaker
About Michael H. Stirzaker
Independent director of Energy Fuels Inc. since 2024; appointed effective October 2, 2024 with the closing of the Base Resources acquisition. Age 65; Chartered Accountant (Australia) with a Bachelor of Commerce and over 30 years in mining finance, investment banking, and private equity. Recognized as a “financial expert” and serves on UUUU’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RFC Group Limited | Joint Managing Director | 1993–2007 | Natural resource advisory; investment focus |
| Pacific Road Capital Management | Partner | 2010–2019 | Private equity mining fund; PR Fund II a major Base Resources shareholder |
| Tennant Metals Pty Ltd | Shareholder & Director | Not disclosed | Physical metals trading; investor |
| Finders Resources Limited (ASX) | Finance Director | Not disclosed | Copper producer in Indonesia |
| Prodigy Gold NL (ASX) | Non‑Executive Director | Not disclosed | Gold exploration |
| Base Resources | Former Chair of the Board | Not disclosed | Source of HMS/REE expertise; UUUU acquired Base Resources Oct 2, 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Palladium Ltd | Non‑Executive Director; Audit Committee Chair | Not disclosed | Current; audit leadership |
| Firestone Diamonds Ltd | Audit Committee Chair | Not disclosed | Current; audit leadership |
Board Governance
- Independence: Board determines Stirzaker is independent under NI 52‑110 and NYSE Guide; 10 of 11 directors independent as of April 21, 2025 .
- Committee: Audit Committee member; committee comprised entirely of independent directors; audit committee met seven times in FY2024 .
- Attendance: Attended 5 of 5 board meetings while a director in 2024; overall board attendance 97%, committee attendance 96.7% .
- Executive sessions: Independent directors held in‑camera sessions after 14 of 17 board meetings; Audit Committee held six in‑camera sessions in FY2024 .
| Governance Item | Detail |
|---|---|
| Board meetings (2024) | 5 held while Stirzaker was director; attended 5 |
| Audit Committee meetings (2024) | 7 total; independent-only in‑camera sessions frequent |
| Independence status | Independent (NI 52‑110; NYSE Guide) |
| Committee assignment | Audit Committee member; Chair is A.G. Morrison |
Fixed Compensation
| Year | Fees Earned (USD) | Notes |
|---|---|---|
| 2024 | $13,103 | Appointed Oct 2, 2024; Q4 only |
| Director Retainer Policy (2024) | Amount (USD) |
|---|---|
| Annual retainer – Board member | $52,410 |
| Annual retainer – Audit Committee Chair | $63,803 |
| Annual retainer – other Committee Chairs | $56,967 |
| Annual retainer – Chair of the Board | $76,666 |
| Meeting fees | None; travel reimbursed |
Performance Compensation
| Component | Grant/Outstanding | Detail |
|---|---|---|
| Share‑based awards (RSUs) – 2024 | $26,128 grant-date fair value | Directors received RSUs; no options awarded to directors |
| RSUs outstanding (12/31/2024) | 4,674 units; market value $23,978 (@$5.13) | Vests per director schedule |
| RSU Vesting Schedule (Director Grants in 2024) | Vesting Date | Portion |
|---|---|---|
| Tranche 1 | Jan 27, 2025 | 50% |
| Tranche 2 | Jan 27, 2026 | 25% |
| Tranche 3 | Jan 27, 2027 | 25% |
RSUs are time‑based for directors; value at vest depends on share price at vesting, aligning with shareholder returns .
Other Directorships & Interlocks
| Company | Relationship to UUUU | Potential Conflict/Comment |
|---|---|---|
| Base Resources (former chair) | UUUU acquired Base Resources on Oct 2, 2024 | Appointment leveraged integration expertise; diversity ratio impact noted; independence reaffirmed |
| Southern Palladium Ltd | None disclosed | External audit chair role; no related‑party transactions disclosed |
| Firestone Diamonds Ltd | None disclosed | External audit chair role; no related‑party transactions disclosed |
Expertise & Qualifications
- Chartered Accountant (Australia); Bachelor of Commerce; financial expert designation via prior CFO and investment banking experience; current audit chairs in external boards .
- Mining finance, M&A, fund management, and HMS/REE domain expertise (RFC, Pacific Road, Base Resources) .
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Total | % of Class | Indirect Entity |
|---|---|---|---|---|---|
| Michael H. Stirzaker | 2,337 | 11,050 | 13,387 | 0.01% (of 214,837,845) | Stith Pty Ltd |
| Equity Awards (12/31/2024) | Unvested RSUs | Market Value (@$5.13) |
|---|---|---|
| Director RSUs outstanding | 4,674 units | $23,978 |
- Ownership guidelines: Directors must hold shares equal to 2x annual retainer; must retain 50% of shares from vest/exercise until in compliance; all Directors currently compliant .
- Hedging/pledging: Company prohibits hedging, pledging, short sales, and derivatives trading by insiders (directors) .
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; perfect 2024 attendance since appointment; robust in‑camera practices; strong insider policy (anti‑hedging/pledging) and clawback; director ownership guidelines in force and compliant .
- Alignment: Director compensation mix combines cash and RSUs (2024: $13,103 cash, $26,128 RSU value), promoting share ownership; RSU vesting stretches to 2027 .
- Shareholder signals: Equity plan amendment passed (62,484,508 For; 3,554,952 Against; 669,208 Abstentions), indicating support for equity-based incentives .
- Potential Red Flags: Board gender diversity ratio fell to 27.27% with October 2024 appointment (from 30%); Board undertaking skills/diversity gap analysis to address composition . Prior leadership at Base Resources presents potential integration bias risk, mitigated by formal independence determinations and Code of Ethics for conflicts disclosure .
- Related-party/Section 16: No related‑party transactions identified for Stirzaker; Section 16(a) compliance shows no late filings disclosed for him (late filings noted for others) .