| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 28, 2025, Dain McCoig was appointed as Chief Operating Officer of enCore Energy Corp. (the “Company”). Mr. McCoig, age 45, has previously served as the Senior Vice President of Operations since April 2025 and as Director of Technical Services since June 2023. Prior to joining the Company, Mr. McCoig served in a number of roles at Westwater Resources, Inc., including most recently Vice President - Operations from May 2018 to May 2023 where Mr. McCoig oversaw all operations in Texas and Alabama, as well as managed various engineering projects. Mr. McCoig earned a Bachelor of Science degree in Mechanical Engineering from Colorado School of Mines in 2002 and attained his certification as a Professional Engineer from the Texas Board of Professional Engineers in 2010.
Mr. McCoig was not appointed pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. McCoig and any director or executive officer of the Company and Mr. McCoig has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. McCoig’s appointment, the Company and Mr. McCoig entered into an employment agreement (the “Employment Agreement”) on July 28, 2025, which, among other things, provides for (i) an annual base salary of $350,000, (ii) participation in the executive health benefit plan of the Company and standard employee benefits and (iii) eligibility to receive an annual target bonus of 50% of his salary. Mr. McCoig’s employment agreement also provides for certain severance benefits if his employment were terminated by the Company without cause or due to a Change of Control (as defined in the Employment Agreement), including an amount equal to the sum of twelve months of his base salary plus his annual bonus calculated as 50% of his base salary, and an amount equal to eighteen months of his COBRA premium. In exchange for the severance benefits Mr. McCoig must sign a release of claims in favor of the Company. Mr. McCoig’s employment agreement also includes standard confidentiality, non-competition, non-solicitation and non-disparagement covenants.
In addition, Shona Wilson, the Company’s Chief Financial Officer, will be departing the Company following the filing of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Separation Date”). The departure of Ms. Wilson is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including with respect to accounting principles, financial statement disclosure or internal controls.
On July 28, 2025, the Company, through its subsidiary, entered into a Transition Services, Separation and General Release Agreement with Ms. Wilson (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company will pay one separation payment of $750,000 to Ms. Wilson within 30 days following the expiration of the seven-day revocation period, will continue her supplemental health benefits for a period of twelve months and will provide full subsidized continuation of Ms. Wilson’s COBRA premium for a period of eighteen months. The Company’s obligation to provide continued health benefits or subsidization of the COBRA premium shall terminate prior to the twelve-month and eighteen-month periods, respectively, if Ms. Wilson becomes eligible for a group health plan with another employer or revokes the Separation Agreement. In addition, pursuant to the Separation Agreement, all of Ms. Wilson’s awards shall accelerate and become immediately exercisable, and the stock options will expire 90 days following the Separation Date in accordance with the Company’s 2021 Stock Option Plan and the grant agreements pursuant to which such awards were granted; provided, however, that if on the Separation Date, the exercise price of the vested and exercisable stock options is below the fair market value of one common share of the Company, the vested and exercisable stock options shall be exercisable through the twelve-month anniversary of the Separation Date, as opposed to the 90th day following the Separation Date. All other awards previously granted will be forfeited on her separation. Additionally, pursuant to the Separation Agreement Ms. Wilson will provide certain transition services for one month after her Separation Date.
The Separation Agreement additionally contains, among other things, mutual non-disparagement provisions and a mutual release of claims by Ms. Wilson and the Company as well as a three-year non-solicit (for employees and customers, clients or business relations of the Company) and a two-year non-compete provision relating to the extraction of domestic uranium within the United States.
The foregoing summaries of the Employment Agreement and Separation Agreement do not purport to be complete and are qualified in its entirety by reference to the Employment Agreement and Separation Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
