Deborah A. Peacock

About Deborah A. Peacock

Deborah A. Peacock, 68, is an independent director of Westwater Resources (WWR) since 2020; she chairs the Audit Committee and serves on the Compensation and Nominating & Corporate Governance Committees. She is President/CEO/Managing Director and owner of Peacock Law P.C.; a licensed attorney (NM, CO, NY), Registered Patent Attorney, and Registered Professional Engineer (CO, NM), with a B.S. in Metallurgical Engineering (Colorado School of Mines) and J.D. (Harvard Law), and is a NACD Governance Fellow .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) .
• Independence: Board determined Ms. Peacock is independent under NYSE American standards; Audit Committee composed solely of independent directors .
• Financial expertise: Board determined Peacock qualifies as an “audit committee financial expert” (with Pagliara) .
• Attendance: Board met 11 times in 2024; all directors attended all Board and Committee meetings in 2024 with two exceptions for another director; Peacock had 100% attendance; independent directors met in executive session at several Board meetings; all directors attended the 2024 Annual Meeting .
• Committee activity (2024): Audit—4 meetings; Compensation—4; Nominating & Corporate Governance—2; Safety & Sustainability—3 .

Fixed Compensation

Notes: Peacock’s cash total aligns with serving on three committees (Audit Chair; Compensation; Nominating & Corporate Governance) .

Performance Compensation

• Structure: Non-employee directors received annual RSU grants; vesting terms not specified for directors; equity used to align director interests with shareholders .
• 2025 outlook: Nominating & Corporate Governance Committee anticipates a significant increase in equity awards for independent directors in 2025 to enhance retention and alignment at a pre-revenue micro-cap with going concern qualification .
• Incentive Plan controls: No evergreen; no discounted awards; no re-pricing without stockholder approval; mandatory recoupment/clawback provisions apply to awards .

Other Directorships & Interlocks

No related-party transactions involving Peacock were disclosed; WWR’s Audit Committee oversees related-party policy and none were presented in the proxy .

Expertise & Qualifications

• Legal, IP, and engineering: Licensed attorney (NM, CO, NY), Registered Patent Attorney; Registered Professional Engineer (CO, NM); metallurgical engineering/Harvard Law; deep mining, metallurgy, environmental permitting/regulatory experience .
• Governance credentials: NACD Governance Fellow; audit and corporate governance leadership across multiple boards .
• Sector experience: Mining, utilities, energy technologies; advisory roles in mineral processing and earth resources .

Equity Ownership

Note: Beneficial ownership based on 71,399,508 shares outstanding as of Mar 20, 2025; options/RSUs exercisable/vesting within 60 days are included in individual totals per SEC rules .

Governance Assessment

• Strengths: Independent director; Audit Chair and SEC-defined “audit committee financial expert”; 100% attendance; robust equity alignment; Company-wide prohibitions on hedging/pledging; clawback/recoupment policy in place .
• Alignment: Holding significant RSUs/options; beneficial ownership reported; change-in-control terms accelerate vesting across plan awards (applies company-wide) .
• Shareholder signals: Say-on-Pay support remained above ~75% in recent years—though declined in 2024—indicating mixed but generally supportive investor sentiment on pay practices .

Say-on-Pay voting history:

• RED FLAGS:

  • Anticipated “significant increase” in independent director equity grants for 2025 alongside a 20,000,000-share increase to the Incentive Plan, and a policy change allowing grants up to a value of 10x base cash compensation per year—raises pay inflation and dilution concerns in a pre-revenue micro-cap with going concern qualification .
  • Combined leadership structure with an Executive Chairman (non-independent) may reduce perceived board independence despite strong committee composition .
  • Equity awards vest upon change-in-control (plan-wide), which can be shareholder-unfriendly if not tied to performance; however, the plan prohibits option re-pricing and discounted awards .

• No disclosed conflicts: No related-party transactions involving Peacock disclosed; Section 16 compliance reported as satisfactory for officers and directors in 2025 period .

Directors’ equity and compensation context:

Overall, Peacock’s governance profile is strong on independence, audit leadership, attendance, and technical expertise. The primary investor sensitivity is WWR’s evolving equity-heavy compensation framework (including for directors) and large share authorizations, which warrant monitoring for dilution and pay-for-performance rigor .