Terence J. Cryan
WESTWATER RESOURCESAbout Terence J. Cryan
Terence J. Cryan, age 62, is Executive Chairman of Westwater Resources (WWR). He rejoined the Board as Chairman in August 2017, became Executive Chairman on February 26, 2022, and previously served as a director from 2006–2016 and interim President & CEO from September 2012 to March 2013 . He holds an MS in Economics from the London School of Economics (1984) and a BA in Economics from Tufts University (1983), with deep capital markets and restructuring credentials from prior senior investment banking and operating roles; he is an NACD Board Leadership Fellow . WWR is pre-revenue, with executive incentives linked to operational milestones and a TSR element; year-over-year VWAP increased over 10% in December 2024 vs. December 2023 under the 2024 LTI TSR metric .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Westwater Resources (WWR) | Chairman; Executive Chairman | Chairman since Aug 2017; Executive Chairman since Feb 26, 2022 | Board leadership during graphite strategy, capital markets and governance; dual-role oversight with separate CEO structure |
| Westwater Resources (WWR) | Interim President & CEO | Sep 2012–Mar 2013 | Stabilized leadership during transition; continuity of operations |
| Global Power Equipment Group Inc. | President & CEO | Mar 2015–Jul 2017 | Led publicly traded industrial services firm through operating challenges |
| Concert Energy Partners | Co-founder & Managing Director | 2001–2015 | Energy-focused investment and private equity leadership |
| Bear Stearns (Investment Banking) | Senior Managing Director | Not disclosed | Senior investment banking leadership in energy and natural resources |
| PaineWebber (post Kidder, Peabody acquisition) | Managing Director; Head of Energy & Natural Resources; IB Operating Committee | Joined following 1994 acquisition; years not disclosed | Energy sector leadership, capital raising and advisory |
| Medical Acoustics LLC | President & CEO | 2007–2010 | Operated med-tech firm; executive leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ocean Power Technologies (OPTT) | Chairman; Director | Director since Oct 2012 | Chairman of the Board; renewable energy solutions |
| Global Power Equipment Group Inc. | Director | Jan 2008–Jul 2017 | Board oversight for industrial services |
| Superior Drilling Products, Inc. | Director | Jun 2014–Dec 2016 | Energy services board role |
| The Providence Service Corporation | Director | May 2009–May 2011 | Health services governance |
| Gryphon Gold Corporation | Director | Aug 2009–Dec 2012 | Mining sector governance |
| Metropolitan College of New York (Graduate School of Business) | Adjunct Professor | Not disclosed | Academic engagement |
| National Association of Corporate Directors | Board Leadership Fellow; Member | Not disclosed | Governance credential |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $331,327 |
| Target STI (% of salary) | 60% |
| Target LTI (% of salary) | 100% |
| Actual STI Paid ($) | $199,397 |
| Stock Awards (RSUs) — grant date fair value ($) | $343,173 |
| Other (401k match, life insurance) ($) | $10,050 |
| Reset effective date | Compensation re-set January 29, 2024 |
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Status | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 STI | Safety: TRIF ≤ 1.25 | 10% | TRIF ≤ 1.25 | No OSHA recordables in 2024 | Achieved | STI decisions Feb–Mar 2025 |
| 2024 STI | Environment: Zero reportable ADEM incidents | 10% | Zero incidents | Achieved | Achieved | STI decisions Feb–Mar 2025 |
| 2024 STI | Project: Phase I financing | 20% | Close financing | Due diligence and lender IC approval; not closed by YE | No credit awarded | STI decisions Feb–Mar 2025 |
| 2024 STI | Project: Phase I budget on track | 20% (double to 40% if no contingency) | Within Board-approved budget | FAC $244.8M vs budget $270.9M; no contingency used → weight doubled | Achieved (weight doubled) | STI decisions Feb–Mar 2025 |
| 2024 STI | Products: Lab CSPG samples meet spec | 10% | Consistent qualification | Achieved | Achieved | STI decisions Feb–Mar 2025 |
| 2024 STI | Products: Produce ≥500kg pilot CSPG | 10% | ≥500 kg meeting CSPG spec | 630 kg batch meeting CSPG spec | Achieved | STI decisions Feb–Mar 2025 |
| 2024 STI | Sales: Phase I CSPG agreements | 10% | 100% CSPG Phase I capacity | FCA LLC covers 100% CSPG Phase I | Achieved | STI decisions Feb–Mar 2025 |
| 2024 STI | Sales: Phase I fines agreements | 10% | ≥50% fines Phase I capacity | Hiller Carbon covers 100% fines Phase I | Exceeded | STI decisions Feb–Mar 2025 |
| 2024 STI | Sales: Phase II CSPG agreements | 10% | ≥50% CSPG Phase II capacity | FCA option + SK On total ~60% | Exceeded | STI decisions Feb–Mar 2025 |
| 2024 STI | Total | — | — | Committee concluded 100% of total STI goals achieved (with budget double-weight) | 100% of target | Payout timing Feb–Mar 2025 |
| 2024 LTI | Pilot plant build/commission | 1/3 | Commissioned, ready for MP | Achieved | Met | Vest set Feb 28, 2025 |
| 2024 LTI | ISO 14001/9001 compliance | 1/6 | Third-party verified compliance | Achieved | Met | Vest set Feb 28, 2025 |
| 2024 LTI | DFS for Phase II | 1/6 | Complete DFS | Achieved | Met | Vest set Feb 28, 2025 |
| 2024 LTI | Time-based employment | 1/3 | Employed at vesting date | Achieved | Met | Vest set Feb 28, 2025 |
| 2024 LTI | TSR element (added Feb 13, 2024) | +10% | Dec VWAP ≥ prior Dec VWAP +10% | $0.6913 vs $0.6620 → >10% | Met | Vest set Feb 28, 2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 403,288 shares; <1% of class |
| Vested options | 53,653 |
| RSUs outstanding | 228,279 |
| Shares pledged as collateral | None; pledging prohibited by policy |
| Stock ownership guidelines | CEO 5x salary; NEOs 3x; VPs 2x; achieve within 5 years of Feb 10, 2023 or designation date |
| Compliance trajectory | Board noted ownership increases not on pace for 2028 multiples; seeking larger equity awards via Incentive Plan amendments |
| Trading policy | Requires pre-clearance, limits trading to windows; prohibits short-term trading, options, hedging, margin, and pledging |
Employment Terms
| Term | Executive Chairman Agreement (Cryan) |
|---|---|
| Effective date | February 26, 2022 |
| Termination | Either party may terminate on 60 days’ notice; company pays amounts due up to termination date |
| Severance | None; no change-of-control payments in agreement |
| Incentives | Eligible for STI and LTI per Board/Comp Committee; targets (2024): STI 60% of salary; LTI 100% of salary |
| Restrictive covenants | Confidentiality, non-compete, non-solicit |
| Change-in-control treatment (plan-level) | If awards are not assumed, RSUs and restricted stock vest pre-CIC; options/SARs become exercisable or may be cashed out; performance-based awards convert per performance period status |
Board Governance
- Board service history: Director 2006–2016; Chairman since Aug 2017; Executive Chairman since Feb 26, 2022; member, Safety and Sustainability Committee .
- Independence: Independent until Feb 25, 2022; not independent thereafter due to employee status .
- Dual-role implications: Executive Chairman with separate CEO (Frank Bakker) to balance strategy/investor relations vs. operations; Board reviews leadership structure annually .
- Board meetings and attendance: Board held 11 meetings in 2024; all directors attended all Board and Committee meetings except two instances for another director, implying Cryan’s full attendance .
- Executive sessions: Independent directors met in executive session at several Board meetings in 2024 .
Director Compensation (Policy context; Cryan is an employee director)
| Component | Amount/Structure |
|---|---|
| Annual cash retainer (non-employee directors) | $60,000; $15,000 per quarter |
| Committee membership fee | $2,500 per quarter per committee |
| Committee chair fee | Additional $2,500 per quarter |
| Annual equity grant | ~$95,000 value post 2024 AGM |
| Cryan treatment | As Executive Chairman (employee), $0 director fees; compensated via salary, STI, LTI |
Say-on-Pay Results (Advisory vote approval rates)
| Year | For | Against | Abstain |
|---|---|---|---|
| 2021 | 84% | 13% | 3% |
| 2022 | 76% | 21% | 3% |
| 2023 | 83% | 15% | 2% |
| 2024 | 79% | 17% | 4% |
Compensation Structure Analysis
- Shift toward equity and performance: For 2025, the Compensation Committee plans aggressive increases in long-term, performance-based and time-based equity awards for NEOs to align and retain talent; independent director equity awards also expected to increase materially; base pay frozen in Feb 2025 for executives .
- Share authorization and award sizing: Proposed Incentive Plan amendments add 20,000,000 shares and replace per-person 800,000-share cap with formula up to 10x base cash compensation, enabling larger RSU/option grants at low share prices; no evergreen, no discounted awards, and no repricing without stockholder approval .
- Clawback and recoupment: Incentive Plan and Compensation Recovery Policy mandate recoupment for restatements and certain violations, tightening pay-for-performance governance .
Equity Ownership & Trading Signals
- Upcoming vesting and potential selling pressure: 2024 LTI awards vested Feb 28, 2025 after S-8 filing; typical RSU vesting occurs over three years with one-third time-based and two-thirds tied to annual corporate goals, creating periodic supply from insider vesting; trading windows and pre-clearance mitigate immediate selling pressure .
- Alignment and pledging: Strong alignment via ownership guidelines and prohibition of hedging/pledging; none of Cryan’s shares are pledged .
Related Party Transactions & Risks
- Related party policy: Audit Committee oversees related party transactions per Code of Business Conduct; approvals require arm’s-length terms and non-interference with independent judgment .
- Risk guardrails: No evergreen plan; prohibition on option/SAR repricing; strict insider trading policy (no derivatives/hedging/pledging); independent committee oversight of compensation and governance .
- Micro-cap/going concern context: The Nominating & Corporate Governance Committee acknowledged risks and retention challenges for independent directors at a pre-revenue, micro-cap company with a going concern qualification; equity-heavy compensation is positioned to align with shareholder interests .
Investment Implications
- Alignment and retention: Cryan’s structure (salary + STI + LTI with TSR/operational metrics) plus increased equity emphasis supports alignment but creates periodic vesting-related supply; policies reduce opportunistic selling risk .
- Governance balance: Dual-role Executive Chairman with separate CEO maintains strategic/capital markets focus while preserving operational independence; Cryan is non-independent, but committees (audit/compensation/governance) are fully independent .
- Liquidity and capital trajectory: Plan amendments enabling larger equity awards and the Lincoln Park facility approvals aim to de-risk financing for the Kellyton project, potentially affecting dilution and insider ownership build; watch shareholder approvals and issuance pace as signals .
- Performance watch items: STI/LTI achievements on budget discipline, customer agreements (Phase I/II), ISO compliance, and TSR met/exceeded in 2024; continued execution on financing and commissioning milestones remains key for value creation under Cryan’s board leadership .