Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-10

UR-ENERGY (URG)

CEO Matthew Gili was paid $839,741 in fiscal year 2025, the 40th percentile of its disclosed peer group (SEC filing 0001104659-26-048693 ↗): 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.

$1,327,195
John Cash total, FY2025
President and CEO — highest-paid officer; CEO Matthew Gili: $839,741
40th
CEO (Matthew Gili) pay percentile vs peers
4:1
CEO-to-median pay ratio
97.63%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Matthew Gili (President and CEO), FY2025 total compensation $839,741 (base salary $209,443) [exec_comp, SEC accession 0001104659-26-048693, filed 2026-04-24]

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URG's next annual pay disclosure, estimated April 24, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
John Cash$583,805$454,178$94,074$186,689$0$0$8,449$1,327,195
President and CEO
Matthew Gili209,443218,22589,729287,5460034,798839,741
President and CEO
Steven Hatten399,733260,10555,941111,017004,872831,668
Chief Operating Officer
Roger Smith394,542256,72155,215109,5710011,420827,469
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
John Cash$1,327,195$1,010,565—↑ +316,630
Matthew Gili839,741———
Steven Hatten831,668718,203—↑ +113,465
Roger Smith827,469739,100—↑ +88,369

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against URG
2 companies name URG as a compensation peer

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.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
John CashPresident and CEO$1,327,195
Matthew GiliCEO$839,741
Roger SmithCFO$827,469
Steven HattenCOO$831,668
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Elmer W. DykeIndependent Director$175,424
Gary C. HuberIndependent Director$175,424
John Paul PresseyIndependent Director$175,424
Kathy E. WalkerIndependent Director$175,424
Rob ChangIndependent Director$175,424
Thomas H. ParkerLead Independent Director$175,424
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Steven HattenOption36,9932.06—
Matthew GiliOption175,0001.72—
Matthew GiliRSU61,069—83,766
Steven HattenRSU38,073—52,223
Roger SmithRSU37,579—51,546
Steven HattenRSU36,259—49,735
Roger SmithRSU35,788—49,089
Matthew GiliOption244,2752.02—
Steven HattenOption39,4211.55—
Steven HattenOption96,6901.77—
Steven HattenOption152,2952.02—
Roger SmithOption38,9101.55—
Roger SmithOption36,5122.06—
Roger SmithOption95,4321.77—
Roger SmithOption150,3122.02—
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation program is designed to motivate executive officers and employees to achieve pre-determined objectives without taking excessive risks; provide competitive base salary compensation and benefit programs to attract and retain highly qualified executives and employees; encourage an ownership mentality; and fundamentally to support the achievement of results.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantZayla
Clawback policy—
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-04204,012,6824,952,139—97.63%Passed
20252025-06-05197,702,6299,777,240—95.29%Passed
20242024-06-06117,422,5924,676,565—96.17%Passed
20232023-06-0289,783,98529,312,243—75.39%Passed
20222022-06-0257,999,48615,348,454—79.07%Passed
20212021-06-0336,623,3438,904,433—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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-0497.63%a
20252025-06-0595.29%b
20242024-06-0696.17%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.

07

CEO pay ratio

Ratio (CEO : median employee)4 : 1
CEO total compensation$1,327,195
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
John Paul PresseyIndependent · Audit (Chair)$75,000$33,650$66,774$0$0$175,424
Gary C. HuberIndependent · Corporate Governance Nominating (Chair)75,00033,65066,77400175,424
Elmer W. DykeIndependent · Health, Safety and Environment Technical (Chair)75,00033,65066,77400175,424
Rob ChangIndependent · Treasury and Investment (1) (Chair)75,00033,65066,77400175,424
Thomas H. ParkerIndependent · Lead Independent Director75,00033,65066,77400175,424
Kathy E. WalkerIndependent · Compensation (Chair)75,00033,65066,77400175,424
John W. CashEmployee director · Board Chair6,25000006,250
Matthew D. GiliEmployee director · Newly elected—————0
09

Board fee structure and ownership guideline

Annual cash retainer$75,000
Annual equity retainer—
Per board meeting fee$0
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline$225,000
09b

Total cost of the board

ComponentFY2025
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.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Uranium Energy Corp.2025Amir Adnani$660,000$3,998,055$0$1,452,000$6,356,248
2Energy Fuels Inc.2025Andrew Littlefair787,062947,8680867,9732,698,546
3Evolution Petroleum Corp.2025Kelly Loyd375,000534,672—356,2501,315,704
4UR-ENERGY2025Matthew Gili209,44389,729287,5460839,741
5Gold Resource Corporation2024Allen Palmiere495,000302,23900817,354
6NioCorp Developments Ltd.2025Mark Smith325,0000126,0000451,000
—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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
UR-ENERGYnot disclosednot disclosednot disclosedZayla
enCore Energy Corp.not disclosednot disclosednot disclosednot disclosed
Energy Fuels Inc.111%RSU 50 · PSU 50NoSemler Brossy
Evolution Petroleum Corp.not disclosedPerformance-based restricted common stock 66.7 · Time-vested restricted common stock 33.3Yes — Relative Total Shareholder Return (TSR)not disclosed
Gold Resource Corporationnot disclosednot disclosednot disclosednot disclosed
NioCorp Developments Ltd.not disclosedOption 100not disclosednot disclosed
Uranium Energy Corp.not disclosednot disclosednot disclosednot 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.

10d

Frequently asked questions

Who was the highest-paid executive at UR-ENERGY in fiscal 2025?
As disclosed, John Cash (President and CEO) was the highest-paid executive at UR-ENERGY in fiscal 2025, with total compensation of $1,327,195.
How does UR-ENERGY's chief executive pay compare to its disclosed peer group?
As disclosed, Matthew Gili's total compensation ranked at the 40th percentile of UR-ENERGY's disclosed peer group.
What is UR-ENERGY's CEO-to-median employee pay ratio?
As disclosed, UR-ENERGY's CEO-to-median employee pay ratio was 4:1.
How did shareholders vote on UR-ENERGY's executive compensation?
As disclosed, 97.63% of shareholders supported UR-ENERGY's executive compensation in the latest say-on-pay vote.
How much does UR-ENERGY spend in total on board compensation for fiscal 2025?
As disclosed, UR-ENERGY reported total board compensation of $658,150 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, John CashDEF 14A2026-04-240001104659-26-048693Section “Executive Compensation”. As printed: 1,327,195. View filing ↗
2Section 01, Matthew GiliDEF 14A2026-04-240001104659-26-048693Section “Executive Compensation”. As printed: 839,741. View filing ↗
3Section 01, Steven HattenDEF 14A2026-04-240001104659-26-048693Section “Executive Compensation”. As printed: 831,668. View filing ↗
4Section 01, Roger SmithDEF 14A2026-04-240001104659-26-048693Section “Executive Compensation”. As printed: 827,469. View filing ↗
5Section 07, pay ratioDEF 14A2026-04-240001104659-26-048693Section “CEO Pay Ratio”. As printed: 4 : 1. View filing ↗
6Section 08, John Paul PresseyDEF 14A2026-04-240001104659-26-048693Section “Director Compensation”. As printed: 175,424. View filing ↗
7Section 08, Gary C. HuberDEF 14A2026-04-240001104659-26-048693Section “Director Compensation”. As printed: 175,424. View filing ↗
8Section 08, Elmer W. DykeDEF 14A2026-04-240001104659-26-048693Section “Director Compensation”. As printed: 175,424. View filing ↗
9Section 08, Rob ChangDEF 14A2026-04-240001104659-26-048693Section “Director Compensation”. As printed: 175,424. View filing ↗
10Section 08, Thomas H. ParkerDEF 14A2026-04-240001104659-26-048693Section “Director Compensation”. As printed: 175,424. View filing ↗
11Section 08, Kathy E. WalkerDEF 14A2026-04-240001104659-26-048693Section “Director Compensation”. As printed: 175,424. View filing ↗
12Section 08, John W. CashDEF 14A2026-04-240001104659-26-048693Section “Director Compensation”. As printed: 6,250. View filing ↗
13Section 08, Matthew D. GiliDEF 14A2026-04-240001104659-26-048693Section “Director Compensation”. As printed: 0. View filing ↗
14Section 06, 2026 voteForm 8-K2026-06-050001104659-26-070883Item 5.07 · say-on-pay result. As reported: 97.63% (votes for as printed: 204,012,682). View filing ↗
15Section 06, 2025 voteForm 8-K2025-06-060001558370-25-008489Item 5.07 · say-on-pay result. As reported: 95.29% (votes for as printed: 197,702,629). View filing ↗
16Section 06, 2024 voteForm 8-K2024-06-070001654954-24-007529Item 5.07 · say-on-pay result. As reported: 96.17% (votes for as printed: 117,422,592). View filing ↗
17Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.
18Section 09b board cost (computed)Computed——Cash 456,250 + equity 201,900 + all other 0 = 658,150, summed across the director compensation table rows.
19Uranium Energy Corp., Section 10b CEO totalDEF 14A2026-06-100001437749-26-020059CEO total compensation as printed in Uranium Energy Corp.'s own proxy. As printed: 6,356,248. View filing ↗
20Energy Fuels Inc., Section 10b CEO totalDEF 14A2026-04-300001104659-26-052378CEO total compensation as printed in Energy Fuels Inc.'s own proxy. As printed: 2,698,546. View filing ↗
21Evolution Petroleum Corp., Section 10b CEO totalDEF 14A2025-10-230001104659-25-101832CEO total compensation as printed in Evolution Petroleum Corp.'s own proxy. As printed: 1,315,704. View filing ↗
22UR-ENERGY (subject), Section 10b CEO totalDEF 14A2026-04-240001104659-26-048693CEO total compensation as printed in UR-ENERGY's own proxy. As printed: 839,741. View filing ↗
23Gold Resource Corporation, Section 10b CEO totalDEF 14A2025-04-250001558370-25-005528CEO total compensation as printed in Gold Resource Corporation's own proxy. As printed: 817,354. View filing ↗
24NioCorp Developments Ltd., Section 10b CEO totalDEF 14A2026-02-250001539497-26-000784CEO total compensation as printed in NioCorp Developments Ltd.'s own proxy. As printed: 451,000. View filing ↗
25Section 10a, Energy Fuels Inc. reciprocityDEF 14A—0001104659-26-052378Energy Fuels Inc.'s most recent proxy was read; its disclosed peer group does not include UR-ENERGY. View filing ↗
26Section 10a, NioCorp Developments Ltd. reciprocityDEF 14A—0001539497-26-000784NioCorp Developments Ltd.'s most recent proxy was read; its disclosed peer group does not include UR-ENERGY. View filing ↗
27Section 10a, Uranium Energy Corp. reciprocityDEF 14A—0001437749-26-020059Uranium Energy Corp. names UR-ENERGY in its own disclosed peer group (read from its most recent proxy). View filing ↗
28Section 10a, Evolution Petroleum Corp. reciprocityDEF 14A—0001104659-25-101832Evolution Petroleum Corp.'s most recent proxy was read; its disclosed peer group does not include UR-ENERGY. View filing ↗