Karli S. Anderson
WESTWATER RESOURCESAbout Karli S. Anderson
Karli S. Anderson (age 51) has served as an independent director of Westwater Resources since 2018; she is Chair of the Compensation Committee and a member of the Audit Committee and the Safety & Sustainability Committee . She was EVP and Chief People & ESG Officer at Summit Materials (NYSE: SUM) from August 2019 to February 2025, previously led investor relations at Royal Gold (2013–2018) and Newmont (2010–2013), and holds a BA from Ohio University and an MBA (finance) from Wharton; she is an NACD Governance Fellow and member of Women Corporate Directors . The Board affirms her independence under NYSE American standards and her ability to read and understand the company’s financial statements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Materials, Inc. (NYSE: SUM) | EVP, Chief People & ESG Officer; Head of Communications | Aug 2019 – Feb 2025 | Led environmental & safety function; investor/ESG engagement |
| Royal Gold, Inc. | Vice President, Investor Relations | 2013 – 2018 | Capital markets and ESG engagement |
| Newmont Mining Corp. | Senior Director, Investor Relations | 2010 – 2013 | Investor relations leadership |
| Denver Gold Group | Chair of the Board | 2012 – 2018 | Industry leadership across public gold/silver companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Corporate Directors | Governance Fellow, Member | Ongoing | Governance professional credentials |
| Women Corporate Directors | Member | Ongoing | Governance network membership |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director under NYSE American standards; Audit, Compensation, Nominating & Governance committees comprised of independent directors |
| Committee assignments (2025) | Compensation (Chair); Audit (Member); Safety & Sustainability (Member) |
| Attendance (2024) | Board held 11 meetings; all directors attended all Board and Committee meetings with two exceptions—Ms. Anderson missed one Board meeting (Mar 2024) and one Safety & Sustainability Committee meeting (Nov 2024) |
| Audit Committee report | Anderson is an Audit Committee member; the committee recommended inclusion of 2024 audited financials and reappointed Moss Adams LLP for 2025 |
| Executive sessions | Independent directors met in executive session at several Board meetings in 2024 |
| Election results (2025 AGM) | For: 12,367,209; Withheld: 1,015,471; Broker non-votes: 23,469,368 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $60,000 per year | Paid $15,000 per quarter |
| Committee membership fee | $2,500 per quarter per committee ($10,000/yr) | Applies to Audit; Safety & Sustainability |
| Committee chair fee | $2,500 per quarter ($10,000/yr) | Compensation Committee Chair |
| 2024 cash earned | $100,000 | Sum of base retainer + committee memberships + chair fee |
Performance Compensation
| Element | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual stock award (policy) | $95,000 following May 2024 AGM | Not specified for directors | Provided to each non-employee director |
| 2024 grant-date fair value (ASC 718) | $88,536 | Accounting fair value | Ms. Anderson’s 2024 stock award fair value |
| 2025 equity award outlook | “Significant increase” anticipated for independent directors | Discretionary, aligned to shareholder interests | To enhance retention; no cash changes planned |
| Plan guardrails | No discounted awards; no option/SAR repricing without shareholder approval; fixed share pool (no evergreen) | Plan terms | Governance-friendly features |
| Director award limit (subject to shareholder approval) | Formulaic cap up to 10x cash retainer; committee discretion on actual shares | Nominating & Governance Committee administers for directors | Reflects micro-cap share price constraints |
No director-specific performance metrics for equity vesting are disclosed; performance metrics described in the proxy apply to executive officers’ STI/LTI programs, not director compensation .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| None disclosed (public company boards) | — | No public company directorships disclosed beyond WWR |
| Denver Gold Group (non-profit) | Chair (2012–2018) | Industry association, not a WWR counterparty |
Expertise & Qualifications
- 20 years capital markets experience; ESG engagement with equity, fixed income investors and proxy advisors .
- Mining industry background leading environmental and safety functions; governance advocacy .
- Education: BA (Ohio University); MBA (Wharton) .
- Governance credentials: NACD Governance Fellow; member WCD .
- Board skills matrix indicates audit literacy; Audit Committee members, including Anderson, can read and understand company financial statements .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 473,583 shares (<1% of class) | Includes shares acquirable within 60 days via options/RSUs |
| Options (exercisable) | 249,064 | Vested options at FYE 2024 |
| Options (unexercisable) | 224,519 | Unvested options at FYE 2024 |
| RSUs held | 0 | RSUs for some directors; none for Anderson |
| Shares pledged | None disclosed (no shares subject to pledge) | |
| Shares outstanding (context) | 71,399,508 (as of Mar 20, 2025) | Plan coverage stats |
Governance Assessment
- Board effectiveness: Anderson chairs Compensation, a critical lever in a pre-revenue micro-cap; the committee met four times in 2024 and administered executive STI/LTI programs, including deferral/accelerated vesting timing contingent on financing and S-8 registration—a sign of active oversight .
- Independence & audit literacy: Independent status and service on the Audit Committee bolster oversight; audit report actions (recommending inclusion of 2024 audited financials and auditor reappointment) indicate functioning controls .
- Attendance & engagement: Strong engagement with two exceptions (missed one Board and one Safety & Sustainability meeting in 2024), otherwise full attendance—a minor issue but not indicative of disengagement .
- Ownership alignment: Material personal holdings (473,583 shares) and annual equity grants align incentives; no pledging, which is positive .
- Compensation structure signals: 2025 plan to materially increase director equity and adopt a formulaic cap up to 10x cash retainer reflects retention focus but raises dilution and pay-inflation risk if not tightly governed; governance features (no repricing/discounted awards) mitigate some risks .
- Shareholder feedback: Say-on-pay passed (For: 10.8M; Against: 2.28M; Abstain: 0.30M), and director election support for Anderson (12.37M For) suggests adequate investor confidence, though withheld votes warrant continued focus on alignment and performance .
RED FLAGS
- Potential dilution/pay inflation: Anticipated “significant increase” in director equity awards and move to a 10x cash retainer award limit amid low share price dynamics; requires vigilant application and clear rationale to maintain investor confidence .
- Time commitment (historical): Executive role at Summit through Feb 2025 could pose time-allocation concerns; now concluded, reducing potential conflict risk; no related-party transactions disclosed .
Shareholder Voting Outcomes (2025 AGM)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director – Karli S. Anderson | 12,367,209 | 1,015,471 | — | 23,469,368 |
| Amend Incentive Plan (incl. 20M shares, 10x cap) | 9,970,733 | 2,949,151 | 462,796 | 23,469,368 |
| Say-on-Pay (Advisory) | 10,802,691 | 2,282,921 | 297,068 | 23,469,368 |
| Auditor Ratification (Moss Adams LLP) | 33,440,759 | 3,202,681 | 208,608 | 0 |
| Issuance to Lincoln Park Capital | 11,207,783 | 2,032,347 | 142,550 | 23,469,368 |
Director Compensation Detail (2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (ASC 718 grant-date fair value) | $88,536 |
| Total | $188,536 |
Committee Memberships (2025)
| Director | Audit | Compensation | Nominating & Corporate Governance | Safety & Sustainability |
|---|---|---|---|---|
| Karli S. Anderson | Member | Chair | — | Member |
Equity Awards & Plan Features (Context)
| Plan Feature | Status |
|---|---|
| Annual director stock award (2024) | $95,000 value following AGM |
| No discounted options/SARs | Prohibited |
| No option/SAR repricing | Prohibited without shareholder approval |
| Award limit per person | Shift to formulaic cap up to 10x base cash compensation (directors’ cash retainer) subject to committee judgment |