Sector: Energy
ENCORE ENERGY CORP · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Mr. Sheriff has served since 2009 and bears full accountability for the company's 3-year stock return of -1.0%, which trails the energy sector benchmark (XLE) by 57.3 percentage points — well above the 30-point threshold that triggers a withheld vote; additionally, the 5-year return of -42.2% shows the underperformance is sustained, not transient, so the 5-year mitigant does not apply, and the proxy discloses that the company paid $183,000 in consulting fees to a firm owned by a family member of Mr. Sheriff, raising related-party concerns.
Mr. Harris has served since 2009, giving him full overlap with the 3-year underperformance period, and the company's stock has trailed the XLE energy benchmark by 57.3 percentage points over three years against a trigger threshold of 30 points; the 5-year return of -42.2% confirms this is a sustained pattern, so the 5-year mitigant does not rescue the vote.
Mr. Pelizza has served since 2014, covering the entire 3-year measurement window, and the stock's -57.3 percentage point gap versus XLE far exceeds the 30-point trigger; the 5-year record (-42.2% absolute return) reinforces that this is not a short-term dip, so the mitigant does not apply.
Ms. Hoxie-Key joined in June 2022, giving her more than 24 months of tenure and full overlap with the 3-year measurement period, and the stock's 57.3-point underperformance versus XLE triggers a withheld vote; the 5-year return of -42.2% shows the underperformance predates her tenure, which is noted as mitigating context, but the trigger still fires under policy and the longer record does not meet the mitigant standard.
For Analysis
Mr. Heili joined the board on December 1, 2025 — less than 24 months before the meeting — and is therefore exempt from the TSR underperformance trigger under the policy; he brings over 35 years of uranium industry and executive experience, which is directly relevant to the company's operations.
Mr. Little was appointed CEO and director in April 2026 — just weeks before the filing date — and is fully exempt from the TSR trigger as a director with fewer than 24 months of tenure; his oil and gas executive background provides relevant operational leadership experience for the company.
Mr. Tewalt rejoined the board in April 2025 — approximately 13 months before the meeting — and qualifies for the 24-month new-director exemption from the TSR trigger; his 40-plus years in mineral exploration and prior CEO experience at uranium companies make him a relevant addition to the board.
Four of seven nominees — Sheriff, Harris, Pelizza, and Hoxie-Key — are voted AGAINST due to the company's sustained stock underperformance against the XLE energy ETF: the 3-year return of -1.0% trails XLE by 57.3 percentage points, far exceeding the 30-point threshold for negative absolute TSR, and the 5-year return of -42.2% confirms the underperformance is not a temporary dip. Three newer directors — Heili (December 2025), Little (April 2026), and Tewalt (April 2025) — are exempt from the TSR trigger under the 24-month new-director rule and receive FOR votes.
CEO
ROBERT WILLETTE
Total Comp
$3,194,857
Prior Support
N/A
The company's own Pay Versus Performance disclosure explicitly states that it 'does not use financial performance measures to link compensation actually paid to the NEOs to company performance,' meaning the incentive pay structure effectively functions as fixed pay disguised as variable pay — a direct policy trigger for an AGAINST vote. The former CEO Robert Willette received $3.19 million in total compensation in 2025 versus $689,000 in 2024 — a more than fourfold increase — driven largely by a single large promotion award of 500,000 restricted stock units valued at approximately $2.2 million at grant, even as the stock delivered a 3-year return of -1.0% against the XLE energy benchmark's +56.3%, a 57-percentage-point gap. The combination of above-benchmark equity grants awarded without meaningful performance conditions, rising pay, and severe sustained shareholder underperformance fails the pay-for-performance alignment test.
Auditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$1,835,000
Non-Audit Fees
$26,494
KPMG was only appointed in November 2024, so tenure is roughly one year — well below the 25-year threshold — and non-audit fees of $26,494 represent just 1.4% of audit fees of $1,835,000, comfortably below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of this size and complexity.
The 2026 enCore Energy annual meeting presents a ballot where shareholders face meaningful governance concerns: four of seven director nominees receive AGAINST votes due to the company's severe 3-year stock underperformance (trailing the XLE energy ETF by 57 percentage points), and the Say on Pay vote also receives an AGAINST due to a compensation structure that the company itself acknowledges is not linked to financial performance metrics, combined with sharply escalating executive pay against a backdrop of negative shareholder returns. The auditor ratification is straightforward and receives a FOR vote, as KPMG was newly appointed in late 2024 with minimal non-audit fees.
