Tracy D. Pagliara
WESTWATER RESOURCESAbout Tracy D. Pagliara
Independent director since July 2017; age 62. Currently Senior Vice President, General Counsel & Corporate Secretary at Ocean Power Technologies (OPTT) as of January 2025, after serving in an acting GC/Corporate Secretary contractor role beginning February 2024. Education and credentials: B.S. in Accounting (University of Illinois), J.D. (University of Illinois), CPA (Illinois), member of Missouri and Illinois State Bars. Serves as Chair of Westwater’s Nominating & Corporate Governance Committee and member of the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams Industrial Services Group Inc. (NYSE American: WLMS) | CEO | Apr 2018 – Sep 2023 | Led turnarounds and operations in energy/industrial services |
| Williams Industrial Services Group Inc. | Co-President & Co-CEO | Jul 2017 – Apr 2018 | Senior leadership during transition |
| Williams Industrial Services Group Inc. | General Counsel, Secretary & VP Business Development; later SVP Administration | Apr 2010 – Jul 2017 | Legal, BD, and administrative leadership |
| Gardner Denver, Inc. | Chief Legal Officer; EVP Administration; Chief Compliance Officer; Corporate Secretary | Aug 2000 – Aug 2008 | Managed legal/compliance at industrial manufacturer |
| Verizon/GTE Corporation | Legal roles culminating in Assistant General Counsel | Aug 1996 – Aug 2000 | Corporate legal leadership |
| Kellwood Company | Legal roles culminating in Assistant General Counsel | May 1993 – Aug 1996 | Corporate legal leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ocean Power Technologies, Inc. (NYSE American: OPTT) | SVP, General Counsel & Corporate Secretary | Jan 2025 – Present | Prior acting GC/Corporate Secretary contractor since Feb 2024 |
| — | Certified Public Accountant; Bar memberships | — | CPA (Illinois); Missouri and Illinois Bars |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
- Independence: Board determined Mr. Pagliara is independent under NYSE American standards; all members of the Audit, Compensation, and Nominating committees are independent .
- Attendance/engagement: Board held 11 meetings in 2024; all directors attended all Board and committee meetings in 2024 with two exceptions (Ms. Anderson missed one Board and one Safety & Sustainability meeting). Pagliara had no absences; all directors attended the 2024 Annual Meeting; independent directors met in executive session several times .
- Safety & Sustainability oversight resides with a separate committee; Pagliara is not a member .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $60,000 | $15,000 per quarter |
| Committee membership fees | $2,500 per quarter per committee | Audit (member), Compensation (member) |
| Committee chair fee | $2,500 per quarter (in addition to membership fee) | Nominating & Corporate Governance (Chair) |
| Total cash (2024) | $100,000 | Matches disclosed fees earned |
Performance Compensation
| Element | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Stock awards (RSUs) – 2024 | $88,536 grant-date fair value | Granted following May 2024 annual meeting; committee-administered; director grants set by Nominating & Corporate Governance Committee | |
| Equity plan features | No option/SAR repricing without shareholder approval; no evergreen; awards may include performance-based elements; change-in-control acceleration detailed below | Plan administered by Compensation Committee (execs) and Nominating & Corporate Governance Committee (directors) | |
| Change-in-control treatment (Incentive Plan) | Immediate vest for restricted stock/RSUs if awards not assumed; options/SARs become exercisable or may be cashed out; performance awards convert based on performance-to-date or target depending on period elapsed | Applies company-wide, including directors under Incentive Plan awards |
Performance metrics tied specifically to director equity awards are not disclosed; the company’s Incentive Plan permits performance-based awards generally, with director grants administered by the Nominating & Corporate Governance Committee .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Ocean Power Technologies, Inc. (OPTT) | Pagliara: SVP GC & Corporate Secretary; Cryan: Chairman of the Board | Dual affiliations (WWR Executive Chairman Cryan is OPTT Chairman; Pagliara is OPTT senior executive) indicate a governance network interlock. No related-party transactions disclosed; Board has a related-party review policy . |
Expertise & Qualifications
- Corporate governance and legal leadership across public companies; deep energy/industrial services experience; accounting background supports Audit Committee work .
- Board designations: Audit Committee financial expert (Board determined Pagliara qualifies) .
- Credentials: CPA; J.D.; Bar memberships (MO, IL) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 393,062 shares; less than 1% of class |
| Shares acquirable within 60 days (options/RSUs) | 234,783 shares |
| Vested options (12/31/2024) | 53,653 |
| Restricted Stock Units held (12/31/2024) | 158,279 |
| Pledging/hedging | None pledged; company policy prohibits hedging/pledging and derivative transactions in company stock |
Director stock ownership guidelines are not specifically disclosed; executive officer ownership multiples exist (CEO 5x salary; other NEOs 3x) .
Insider Trades
- Section 16(a) compliance: Based on review of Forms 3, 4, and 5 and written representations, the company believes all officers and directors complied with applicable filing requirements in the reporting period; no specific Form 4 transactions are listed in the proxy .
Governance Assessment
- Strengths: Independent status; chair of Nominating & Corporate Governance; Audit Committee financial expert designation; full attendance; no pledging/hedging; strong compliance framework (codes of ethics, clawback policy, insider trading restrictions) .
- Alignment: Cash fees clearly structured; meaningful annual equity grants; beneficial ownership with additional shares acquirable within 60 days supports skin-in-the-game; Board anticipates increasing director equity grants in 2025 to further align interests in a pre-revenue, micro-cap context .
- Interlock watchpoint: OPTT overlap (Cryan as OPTT Chairman; Pagliara as OPTT GC) warrants monitoring for potential conflicts of interest or information flow concerns, though no related-party transactions are disclosed and policy requires Audit Committee review of any such transactions .
- Shareholder feedback: Say-on-pay support averaged ~80% “For” over 2021–2024, indicating acceptable pay practices for executives; not directly about director pay but signals broader governance acceptance .
RED FLAGS
- Potential dilution/compensation structure: Board seeks to significantly increase independent director equity awards in 2025 and expand Incentive Plan share pool by 20,000,000; while aligned with shareholder interests in theory, this increases dilution risk and places heavier emphasis on equity over cash for director retention .
- Network interlock: Concurrent WWR–OPTT affiliations (Executive Chairman Cryan at OPTT; Pagliara as OPTT senior executive) can pose perception risk; oversight rests on disclosed related-party policies and Audit Committee review .
Additional Signals and Policies
- Related-party transactions policy: Audit Committee must review and approve any transactions requiring Item 404(a) disclosure; annual questionnaires used to surface potential issues .
- Insider trading policy: Prohibits short-term/speculative transactions, derivatives on company stock, hedging, margin, and pledging; mandates pre-clearance and trading windows .
- Clawback: Compensation Recovery Policy adopted Aug 8, 2023 per SEC/NYSE American rules for erroneously awarded incentive-based compensation on restatement .