Energy Fuels Inc

This non-binding management proposal asks shareholders to approve, on an advisory basis, the overall compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement (the Say‑on‑Pay vote). Management is seeking shareholder approval to validate its 2025 compensation framework, which comprises base salary, cash bonuses under a Short‑Term Incentive Plan (STIP), and performance-linked long‑term incentives (RSUs and performance-based options) under the LTIP. The Company frames pay decisions against detailed, company‑specific performance metrics (STIP/LTIP) tied to production, environmental & safety goals, advancement of REE and TAT initiatives, financing outcomes and total shareholder return relative to peers, and discloses strong 2025 performance justifying above‑target awards. The Board recommends a FOR vote because it believes the program aligns management incentives with shareholder value creation, uses market benchmarking and clawback and anti‑hedging protections, and includes multi‑year vesting and performance hurdles to limit short‑term risk‑seeking. The vote is advisory and not binding, but the Board commits to consider shareholder feedback and the vote outcome when setting future compensation. Prost‑and‑con context: the Company has large equity awards that materially affect executive realized pay through share‑price movements and CAP methodology; proponents of shareholder oversight will weigh the magnitude and structure of equity grants, while proponents of management contend the unusual commodity dynamics justify tailored metrics. Given the Company’s material operational progress (e.g., REE qualification, financing events, production milestones) in 2025, management argues the awarded compensation was merited; opponents or proxy advisors may scrutinize pay quantum and change‑in‑control/retention payments tied to succession events. Institutional investors should treat the result as directional — informing future compensation design and potential engagement — rather than determinative, because the Board retains discretion over actual awards and continues to emphasize alignment features (vesting schedules, performance conditions and clawbacks).

This management proposal asks shareholders, on a non‑binding advisory basis, to select the frequency—one, two or three years—at which the Company will hold future advisory Say‑on‑Pay votes. The request responds to the Dodd‑Frank/SEC requirement that boards solicit this shareholder preference periodically; the outcome is advisory and non‑binding, but the Board states it will consider shareholder sentiment when setting policy. Management recommends a one‑year frequency, arguing that annual advisory votes give shareholders more consistent and timely feedback on executive compensation practices and allow the Company to respond to evolving business conditions and investor preferences more regularly. A one‑year cycle increases engagement cadence and may enhance accountability, while multi‑year options reduce administrative burden and may better align with long‑term incentive cycles; each has governance tradeoffs for investors to weigh. The Board’s recommendation is grounded in a desire for routine, fresh shareholder input given the Company’s rapid strategic evolution (expansion into REE, TAT initiatives, large financing events and CEO succession), which it argues merits regular engagement on pay alignment. Because the vote is advisory, a plurality result indicating a preferred frequency will guide but not bind the Board, which retains discretion to act differently if it believes shareholder interests are better served. Investors evaluating this proposal should consider whether annual feedback mechanisms are preferable given recent material changes to the company’s strategy, capital structure and compensation practices, balanced against potential proxy advisory perspectives and administrative considerations.