Frank Bakker
WESTWATER RESOURCESAbout Frank Bakker
Frank Bakker, age 60, has served as Westwater Resources’ President & Chief Executive Officer and as a director since January 16, 2023. He chairs the Safety & Sustainability Committee and is classified as a non‑independent director. Bakker holds an M.S. in Mechanical Engineering (University of Twente) and an MBA (University of Massachusetts) and brings 30+ years in engineering, project management, and plant operations, including CEO roles in methanol and ammonia sectors. In 2024, Westwater’s executive compensation included a positive TSR metric with year‑over‑year VWAP rising >10% (December 2023: $0.6620; December 2024: $0.6913), and the company reported net losses given pre‑commercial status; a $100 investment value metric stood at $33.02, highlighting long‑term stock performance context. All directors (including Bakker) attended Board and Committee meetings in 2024 except two meetings missed by one director.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Westwater Resources (Alabama Graphite Products) | VP & General Manager | Oct 2022–Jan 2023 | Operational leadership for Kellyton advanced graphite processing ramp. |
| US Methanol LLC | Chief Executive Officer | 2017–2021 | Led engineering, project management, plant operations at U.S. methanol facilities. |
| BD Energy | Project Director | 2017–2021 (overlapping period) | Directed projects in methanol operations. |
| Altivia AOC | Project Manager | 2017–2021 (overlapping period) | Managed plant projects in chemicals. |
| OCI Partners LP (Beaumont, TX) | President & CEO; previously General Manager | 2013–2017 | Ran ammonia and methanol businesses; execution of production initiatives. |
| DSM (Netherlands) | Manufacturing Director & Site Manager; various roles | 1989–2013 | Led operations in ammonia, engineering plastics, resins; progressive leadership. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current public company directorships for Bakker are disclosed in the 2025 proxy. |
Fixed Compensation
| Component | Period | Amount (USD) | Notes |
|---|---|---|---|
| Base Salary | Jan 1–Mar 2, 2024 | $325,000 | Pre-COLA base. |
| Base Salary | Mar 3–Dec 31, 2024 | $334,750 | 3% COLA effective Mar 3, 2024. |
| Target STI (Cash) | 2023 Employment Agreement | 60% of base salary | Set by Compensation Committee; performance‑based. |
| Target LTI (Equity) | 2023 Employment Agreement | 75% of base salary | Time- and performance‑based RSUs/options. |
| 2024 STI Bonus Paid | FY 2024 | $199,950 | Based on achievement of 2024 STI plan goals. |
| 2024 LTI Grant (RSUs) | Grant-date fair value | $343,173 | Under 2024 LTI Plan; vesting per plan goals and dates. |
Performance Compensation
2024 Short‑Term Incentive (STI) – Goals and Outcomes
| Metric | Weighting | Target | Actual | Payout Outcome |
|---|---|---|---|---|
| Safety: TRIF ≤ 1.25 | 10% | TRIF at/below 1.25 | No OSHA recordables in 2024 | Achieved |
| Environmental: Zero reportable incidents to ADEM | 10% | Zero reportable incidents | Zero reportable incidents in 2024 | Achieved |
| Project Financing (Phase I Kellyton) | 20% | Close debt financing | Due diligence complete; primary lender approval; closing not completed in 2024 | No credit awarded |
| Project Budget (Phase I Kellyton) | 20% (doubling if no contingency used) | On track within Board‑approved budget | Forecast at completion $244.8M vs budget $270.9M; no contingency used → weight doubled | Achieved; weight doubled |
| Products: CSPG lab qualification | 10% | Consistent lab samples within spec | Consistent CSPG qualification at Kellyton lab | Achieved |
| Products: CSPG pilot MP sample ≥500 kg | 10% | ≥500 kg MP sample meeting CSPG criteria | 630 kg batch met CSPG criteria | Achieved |
| Sales: Phase I CSPG capacity under agreements | 10% | 100% CSPG Phase I; 50% fines | FCA LLC covers 100% CSPG; Hiller Carbon covers 100% fines | Achieved/Exceeded |
| Sales: Phase II CSPG capacity under agreements | 10% | 50% CSPG Phase II | FCA option + SK On agreements cover 60% CSPG Phase II | Exceeded |
| Total STI Achievement | — | — | Committee concluded 100% achievement (with budget weight doubled) | 100% payout determination |
Bakker’s 2024 STI cash bonus paid was $199,950.
2024 Long‑Term Incentive (LTI) – Goals, Vesting, TSR Overlay
| Metric | Weighting | Target | Actual | Vesting/Payout |
|---|---|---|---|---|
| Performance: Qualification plant built, commissioned, ready for MP samples | 1/3 | Commissioning readiness | Achieved by Dec 2024 | Eligible to vest |
| ISO/Quality: ISO 14001/9001 compliance via third‑party audit | 1/6 | Achieve compliance | Compliance confirmed by third‑party audit by Dec 2024 | Eligible to vest |
| R&D/BD: Phase II Kellyton definitive feasibility study (DFS) | 1/6 | Complete DFS | DFS completed during 2024 | Eligible to vest |
| Time‑based element | 1/3 | Continued employment through vesting date | Continued service | Eligible to vest |
| TSR Overlay (added Feb 13, 2024) | +10% | YOY VWAP ≥ prior December +10% | VWAP rose from $0.6620 (Dec ’23) to $0.6913 (Dec ’24) | Achieved |
| 2024 LTI Vest Date | — | — | — | February 28, 2025 (S‑8 filing date) |
Note: 2023 and 2022 LTI component achievements for ISO and DFS were also determined “met”; 2023 production commissioning target was not met.
Equity Ownership & Alignment
| Item | Amount/Status | Detail |
|---|---|---|
| Total beneficial ownership | 389,424 shares; <1% of class | As of March 20, 2025; not subject to pledge. Shares outstanding: 71,399,508. |
| Unvested RSUs (12/31/2024) | 969,896 units | Market value $688,626 at $0.71/share; includes promotion RSUs (53,299, vested 1/16/2025), 2023 LTI components (214,524; vest over next two years), 2024 LTI components (702,073; vest over next three years, subject to approvals). |
| Stock options | None disclosed for Bakker | — |
| Stock ownership guidelines | CEO: 5x base salary; 5‑year compliance window from 2/10/2023 | Board noted ownership growth insufficient to reach multiples by 2028; pursuing plan amendments to increase equity awards. |
| Hedging/pledging | Prohibited | Policy bans short‑term trading, margins, shorts, options/derivatives, hedging, pledging; trades limited to windows and pre‑clearance. |
Employment Terms
| Term | Key Provisions | Source |
|---|---|---|
| Employment agreement date | January 16, 2023 (upon appointment as CEO) | |
| Initial base salary | $285,000 (subject to annual adjustment) | |
| Target STI/LTI | STI: 60% of base; LTI: 75% of base; Committee discretion to adjust | |
| Initial RSU sign‑on | $100,000 RSUs; vest 50% on first and second anniversary of appointment | |
| Severance (non‑COC) | If terminated without cause/fails to renew/for good reason: one year base salary (Bakker) | |
| Change‑of‑control (COC) | If terminated without cause/demotion/material change/good reason post‑COC: one year base salary | |
| Equity acceleration on COC | All RSUs/options vest in full if awards not assumed/continued; specific treatment outlined | |
| Clawback | Compensation Recovery Policy adopted Aug 8, 2023 (SEC/NYSE compliant) | |
| Restrictive covenants | Confidentiality, non‑compete, non‑solicit (customary) |
Board Governance
- Role: Director; President & CEO; Chair of Safety & Sustainability Committee; non‑independent.
- Committees: Safety & Sustainability (Chair). Audit, Compensation, Nominating & Governance committees comprised solely of independent directors.
- Attendance: Board held 11 meetings in 2024; all directors attended all Board/Committee meetings with two exceptions (not Bakker). Independent directors met in executive session several times.
- Dual‑role implications: Bakker chairs a Board committee while serving as CEO; committee charters emphasize oversight of safety, environment, sustainability—potential independence considerations given chair role by a non‑independent director.
Compensation Committee & Say‑on‑Pay
- Compensation Committee: Independent directors Karli S. Anderson (Chair), Tracy D. Pagliara, Deborah A. Peacock; four meetings in 2024; no compensation consultants used in 2024.
- Say‑on‑Pay support: 2024: 79% For; 2023: 83% For; 2022: 76% For; 2021: 84% For—consistent majority support with ongoing investor engagement.
Performance Compensation Tables
Multi‑Year Summary Compensation (CEO)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary (USD) | $317,154 | $333,250 |
| Stock Awards (Grant‑date FV) | $425,000 | $343,173 |
| Incentive Plan Compensation (STI cash) | $167,403 | $199,950 |
| All Other Compensation | $9,611 | $8,542 |
| Total | $919,168 | $884,915 |
Pay versus Performance Context (Company‑level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Compensation Actually Paid to PEO (USD) | $314,920 | $823,702 | $1,088,941 |
| $100 Investment Value (TSR‑based) | $36.74 | $26.05 | $33.02 |
| Net Income (USD, mm) | $(11.121) | $(7.751) | $(12.657) |
Risk Indicators & Red Flags
- Equity award acceleration on change‑of‑control (single‑trigger at plan level if awards not assumed), plus cash severance equal to one year base salary—watch for potential incentives around transaction timing.
- No hedging/derivatives/pledging permitted; trades restricted to windows with pre‑clear, reducing misalignment risks.
- Incentive Plan prohibits option/SAR repricing and discounted awards; no evergreen feature—strong plan governance.
- 2025 plan amendments materially increase available shares (+20,000,000) and allow higher per‑person grant limits (up to 10x cash comp) and share recycling for tax withholding—aligns ownership but raises dilution and insider supply risks.
Compensation Structure Analysis
- Shift toward equity: Compensation Committee anticipates significant increases in long‑term, performance‑based and time‑based equity awards to drive retention and meet stock ownership guidelines, rather than raising cash compensation.
- 2024 STI structure tied to operational milestones (safety, budget discipline, product qualification, sales agreements), with transparent outcomes and full‑payout determination after doubling the budget weight due to cost outperformance.
- TSR incorporated into LTI starting 2024 (+10% overlay), modestly increasing market‑linked pay sensitivity.
Equity Ownership & Vesting Schedules
| Item | Dates | Shares/Value |
|---|---|---|
| Promotion RSUs | Vested Jan 16, 2025 | 53,299 RSUs |
| 2023 LTI components | Vest equally over next two years (subject to approvals) | 214,524 unvested RSUs at 12/31/2024 |
| 2024 LTI components | Vest equally over next three years (subject to approvals); initial vest set Feb 28, 2025 | 702,073 unvested RSUs at 12/31/2024; LTI vest date 2/28/2025 |
Potential insider selling pressure: tax withholding flexibility increased (statutory maximum allowed) and recycling of withheld shares into the plan—may reduce open‑market selling for tax obligations but increases plan share availability. Trading policy limits speculative transactions.
Employment Contracts, Severance & Change‑of‑Control Economics
| Item | Provision |
|---|---|
| Severance (non‑COC) | One year of base salary lump sum if terminated without cause/fails to renew/for good reason. |
| Severance (COC‑related) | One year of base salary if terminated without cause/demoted/material change/good reason following change‑of‑control. |
| Equity (COC) | Immediate vesting/settlement of RSUs; options/SARs become exercisable/cash‑out mechanics; performance awards convert/settle per rules. |
| Clawback | Compensation Recovery Policy (SEC/NYSE) adopted Aug 8, 2023. |
| Restrictive covenants | Confidentiality, non‑compete, non‑solicit (customary). |
Investment Implications
- Alignment: Heavy equity mix, explicit safety/product/sales/budget metrics, and TSR overlay improve pay‑for‑performance alignment; ownership guidelines (5x base for CEO) further tighten alignment, though Board noted pace toward 2028 targets is insufficient.
- Retention vs. dilution: 2025 plan amendments materially expand share availability and per‑person grant limits (up to 10x cash comp), likely increasing insider ownership and retention while elevating dilution risk for shareholders; monitor grant sizing and vesting cadence.
- Trading signals: Upcoming multi‑year RSU vesting schedules and new equity issuance capacity suggest periodic supply; mitigants include strict trading windows and permitted share withholding for taxes.
- Governance: CEO chairs Safety & Sustainability while non‑independent; core oversight committees remain independent. Consider independence optics and potential conflicts given dual role in operational oversight.