Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses URG in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named URG in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Matthew Gili | $209,443 | $218,225 | $89,729 | $287,546 | — | — | $34,798 | $839,741 |
| President and CEO | ||||||||
| Steven Hatten | 399,733 | 260,105 | 55,941 | 111,017 | — | — | 4,872 | 831,668 |
| Chief Operating Officer | ||||||||
| Roger Smith | 394,542 | 256,721 | 55,215 | 109,571 | — | — | 11,420 | 827,469 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Matthew Gili | $839,741 | — | — | — |
| Steven Hatten | 831,668 | 718,203 | — | +113,465 |
| Roger Smith | 827,469 | 739,100 | — | +88,369 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Matthew Gili | RSU | 61,069 | — | $83,766 |
| Steven Hatten | RSU | 38,073 | — | 52,223 |
| Roger Smith | RSU | 37,579 | — | 51,546 |
| Steven Hatten | RSU | 36,259 | — | 49,735 |
| Roger Smith | RSU | 35,788 | — | 49,089 |
| Matthew Gili | Option | 175,000 | 1.72 | — |
| Matthew Gili | Option | 244,275 | 2.02 | — |
| Steven Hatten | Option | 39,421 | 1.55 | — |
| Steven Hatten | Option | 36,993 | 2.06 | — |
| Steven Hatten | Option | 96,690 | 1.77 | — |
| Steven Hatten | Option | 152,295 | 2.02 | — |
| Roger Smith | Option | 38,910 | 1.55 | — |
| Roger Smith | Option | 36,512 | 2.06 | — |
| Roger Smith | Option | 95,432 | 1.77 | — |
| Roger Smith | Option | 150,312 | 2.02 | — |
The Company's compensation program is designed to attract and retain quality employees by providing reasonable perquisites and combining fixed and variable compensation. The program aims to align the interests of Named Executive Officers with shareholders through equity compensation and mandates equity ownership requirements to avoid encouraging inappropriate risk-taking.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Zayla |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-04 | 204,012,682 | 4,952,139 | 0 | 97.63% | Passed |
| 2025 | 2025-06-05 | 197,702,629 | 9,777,240 | 0 | 95.29% | Passed |
| 2024 | 2024-06-06 | 117,422,592 | 4,676,565 | 0 | 96.17% | Passed |
| 2023 | 2023-06-02 | 89,783,985 | 29,312,243 | 0 | 75.39% | Passed |
| 2022 | 2022-06-02 | 57,999,486 | 15,348,454 | 0 | 79.07% | Passed |
| 2021 | 2021-06-03 | 36,623,343 | 8,904,433 | 0 | 80.44% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-04 | 97.63%a |
| 2025 | 2025-06-05 | 95.29%b |
| 2024 | 2024-06-06 | 96.17%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 4 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Rob ChangIndependent · Treasury and Investment (1) (Chair) | $75,000 | $33,650 | $66,774 | $0 | $0 | $175,424 |
| Thomas H. ParkerIndependent · Lead Independent Director · Audit · Compensation | 75,000 | 33,650 | 66,774 | 0 | 0 | 175,424 |
| Kathy E. WalkerIndependent · Compensation (Chair) | 75,000 | 33,650 | 66,774 | 0 | 0 | 175,424 |
| Gary C. HuberIndependent · Corporate Governance Nominating (Chair) | 75,000 | 33,650 | 66,774 | 0 | 0 | 175,424 |
| Elmer W. DykeIndependent · Health, Safety and Environment Technical (Chair) | 75,000 | 33,650 | 66,774 | 0 | 0 | 175,424 |
| John Paul PresseyIndependent · Audit (Chair) | 75,000 | 33,650 | 66,774 | 0 | 0 | 175,424 |
| John W. CashEmployee director · Board Chair | 6,250 | 0 | 0 | 0 | 0 | 6,250 |
| Matthew D. GiliEmployee director · Newly elected | — | — | — | — | — | 0 |
| Annual cash retainer | $75,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $0 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | $3 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $456,250 |
| Equity awards (grant-date value) | $201,900 |
| All other compensation | $0 |
| Total cost of the board | $658,150 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies UR-ENERGY names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including UR-ENERGY.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Uranium Energy Corp. | 2025 | Amir Adnani | $660,000 | $3,998,055 | $0 | $1,452,000 | $6,356,248 |
| 2 | Energy Fuels Inc. | 2025 | Andrew Littlefair | 787,062 | 947,868 | 0 | 867,973 | 2,698,546 |
| 3 | Evolution Petroleum Corp. | 2025 | Kelly Loyd | 375,000 | 534,672 | — | 356,250 | 1,315,704 |
| 4 | UR-ENERGY | 2025 | Matthew Gili | 209,443 | 89,729 | 287,546 | — | 839,741 |
| 5 | Gold Resource Corporation | 2024 | Allen Palmiere | 495,000 | 302,239 | 0 | 0 | 817,354 |
| 6 | NioCorp Developments Ltd. | 2025 | Mark Smith | 325,000 | — | 126,000 | — | 451,000 |
| — | enCore Energy Corp. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| UR-ENERGY | not disclosed | not disclosed | not disclosed | Zayla |
| enCore Energy Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Energy Fuels Inc. | 111% | RSU 50 · PSU 50 | No | Semler Brossy |
| Evolution Petroleum Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Gold Resource Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| NioCorp Developments Ltd. | not disclosed | Option 100 | not disclosed | not disclosed |
| Uranium Energy Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Matthew Gili | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Executive Compensation”. As printed: 839,741. Filing ↗ |
| 2 | Section 01, Steven Hatten | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Executive Compensation”. As printed: 831,668. Filing ↗ |
| 3 | Section 01, Roger Smith | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Executive Compensation”. As printed: 827,469. Filing ↗ |
| 4 | Section 07, pay ratio | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “CEO Pay Ratio”. As printed: 4 : 1. Filing ↗ |
| 5 | Section 08, Rob Chang | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Director Compensation”. As printed: 175,424. Filing ↗machine: span 862783–862790 |
| 6 | Section 08, Thomas H. Parker | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Director Compensation”. As printed: 175,424. Filing ↗machine: span 874086–874093 |
| 7 | Section 08, Kathy E. Walker | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Director Compensation”. As printed: 175,424. Filing ↗machine: span 881626–881633 |
| 8 | Section 08, Gary C. Huber | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Director Compensation”. As printed: 175,424. Filing ↗machine: span 870317–870324 |
| 9 | Section 08, Elmer W. Dyke | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Director Compensation”. As printed: 175,424. Filing ↗machine: span 866836–866843 |
| 10 | Section 08, John Paul Pressey | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Director Compensation”. As printed: 175,424. Filing ↗machine: span 877858–877865 |
| 11 | Section 08, John W. Cash | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Director Compensation”. As printed: 6,250. Filing ↗machine: span 859308–859313 |
| 12 | Section 08, Matthew D. Gili | DEF 14A | 2026-04-24 | 0001104659-26-048693 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-06-05 | 0001104659-26-070883 | Item 5.07 · say-on-pay result. As reported: 97.63% (votes for as printed: 204,012,682). Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-06-06 | 0001558370-25-008489 | Item 5.07 · say-on-pay result. As reported: 95.29% (votes for as printed: 197,702,629). Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-06-07 | 0001654954-24-007529 | Item 5.07 · say-on-pay result. As reported: 96.17% (votes for as printed: 117,422,592). Filing ↗ |
| 16 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 17 | Section 09b board cost (computed) | Computed | — | computed | Cash 456,250 + equity 201,900 + all other 0 = 658,150, summed across the director compensation table rows.machine: formula: Σ = 658,150 |
| 18 | Uranium Energy Corp., Section 10b CEO total | DEF 14A | 2026-06-10 | 0001437749-26-020059 | CEO total compensation as printed in Uranium Energy Corp.'s own proxy. As printed: 6,356,248. Filing ↗machine: r1 · c31 · span 586648–586657 |
| 19 | Energy Fuels Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001104659-26-052378 | CEO total compensation as printed in Energy Fuels Inc.'s own proxy. As printed: 2,698,546. Filing ↗machine: t150 · r6 · c14 · span 789888–789897 |
| 20 | Evolution Petroleum Corp., Section 10b CEO total | DEF 14A | 2025-10-23 | 0001104659-25-101832 | CEO total compensation as printed in Evolution Petroleum Corp.'s own proxy. As printed: 1,315,704. Filing ↗ |
| 21 | UR-ENERGY (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001104659-26-048693 | CEO total compensation as printed in UR-ENERGY's own proxy. As printed: 839,741. Filing ↗ |
| 22 | Gold Resource Corporation, Section 10b CEO total | DEF 14A | 2025-04-25 | 0001558370-25-005528 | CEO total compensation as printed in Gold Resource Corporation's own proxy. As printed: 817,354. Filing ↗ |
| 23 | NioCorp Developments Ltd., Section 10b CEO total | DEF 14A | 2026-02-25 | 0001539497-26-000784 | CEO total compensation as printed in NioCorp Developments Ltd.'s own proxy. As printed: 451,000. Filing ↗ |
| 24 | Section 10a, NioCorp Developments Ltd. reciprocity | DEF 14A | — | 0001539497-26-000784 | NioCorp Developments Ltd.'s most recent proxy was read; its disclosed peer group does not include UR-ENERGY. Filing ↗ |
| 25 | Section 10a, Evolution Petroleum Corp. reciprocity | DEF 14A | — | 0001104659-25-101832 | Evolution Petroleum Corp.'s most recent proxy was read; its disclosed peer group does not include UR-ENERGY. Filing ↗ |
| 26 | Section 10a, Energy Fuels Inc. reciprocity | DEF 14A | — | 0001104659-26-052378 | Energy Fuels Inc.'s most recent proxy was read; its disclosed peer group does not include UR-ENERGY. Filing ↗ |