DEF 14A of Lightbridge Corp
Filed Mar 24, 2025 · FY20240001477932-25-001948
Our Director Nominees
Our Director Nominees The following table provides summary information about each director nominee. Each director is elected annually by a plurality of votes cast.
Our Director Nominees
| | | | Committee Membership | | | | Name and Position | Director Since | Independent | Audit | Comp | Gov/Nom | | Seth Grae, CEO, President and Chairman | April 2006 | No | | | | | Sweta Chakraborty, Director | September 2021 | Yes | | ☒ | ☒ | | Jesse Funches, Director | August 2021 | Yes | Chair | ☒ | | | Sherri Goodman, Director | April 2023 | Yes | | | ☒ | | Daniel B. Magraw, Lead Independent Director | October 2006 | Yes | ☒ | | Chair | | Mark Tobin, Director | September 2021 | Yes | ☒ | Chair | |
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS Set forth below are the names of our current directors, all of whom are standing for re-election, and our executive officers, their ages as of March 12, 2025, all positions and offices that they hold with us, the period during which they have served as such, and their business experience during at least the last five years.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position with Lightbridge | Director Since | | Seth Grae | 61 | Chief Executive Officer, President and Chairman | April 2006 | | Sweta Chakraborty | 40 | Director | September 2021 | | Jesse Funches | 77 | Director | August 2021 | | Sherri Goodman | 65 | Director | April 2023 | | Daniel B. Magraw | 78 | Lead Independent Director | October 2006 | | Mark Tobin | 51 | Director | September 2021 | | Larry Goldman | 68 | Chief Financial Officer and Corporate Secretary | - | | Andrey Mushakov | 48 | Executive Vice President, Nuclear Operations | - |
DIRECTORS AND EXECUTIVE OFFICERS
| Board Diversity Matrix (As of March 12, 2025) | | | | | Total Number of Directors | 6 | | | | | Female | Male | Did Not Disclose Gender | | Part I: Gender Identity | | | | | Directors | 2 | 4 | - | | Part II: Demographic Background | | | | | African American | - | 1 | - | | Asian | 1 | - | - | | White | 1 | 3 | - | | Did Not Disclose Demographic Background | - | - | - |
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Position with Lightbridge and Principal Occupations | | Seth Grae Chief Executive Officer, President and Chairman | Mr. Grae was named the President and Chief Executive Officer of the Company on March 17, 2006 and, effective April 2, 2006, became a director of the Company. Mr. Grae leads Lightbridge’s efforts to develop and deploy advanced nuclear fuel that will result in more electricity being provided from existing and new reactors, as well as enhanced safety and proliferation resistance, to allow nuclear power to compete and grow internationally as a clean source of base load electricity. Mr. Grae is a member of the Civil Nuclear Trade Advisory Committee (CINTAC) to the U.S. Secretary of Commerce, Nuclear Energy Institute’s Board of Directors, American Nuclear Society’s Trustees of Nuclear Leadership Council, Working Group on Climate, Nuclear, and Security Affairs of the Council on Strategic Risks, and Board of Directors of the Virginia Nuclear Energy Consortium. He is also a member of the Dean’s Advisory Council at the Washington College of Law at American University. He has served as a member of the Nuclear Security Working Group, Nuclear Energy and National Security Coalition, Vice Chair of the Governing Board of the Bulletin of the Atomic Scientists, member of the Board of Directors of the Lawyers Alliance for World Security, and as Co-chair of the American Bar Association’s Committee on Arms Control & Disarmament. He earned a B.A. (cum laude) from Brandeis University; an M.B.A. and an L.L.M. in international law (with honors) from Georgetown University; and a J.D. from American University. |
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DIRECTORS AND EXECUTIVE OFFICERS
| Name | Position with Lightbridge and Principal Occupations | | Sweta Chakraborty Director | Dr. Chakraborty became a director of the Company in September 2021. Dr. Chakraborty is a globally recognized risk and behavioral scientist and an expert on risks ranging from climate change to COVID-19. She has spent the last 15 years advising government agencies on science and technology policy, specifically incorporating behavioral science in programmatic design and delivery, communication, and engagement activities. Dr. Chakraborty currently serves as the Chief Executive Officer and Executive Board Member of North America for We Don’t Have Time, a Sweden-based tech start-up focused on reducing climate impact, which roles she has held since 2015. She is also the founder of Adapt to Thrive, which provides various interactive platforms for businesses, citizens and governments to gain tailored knowledge to adapt, survive and thrive on a rapidly changing planet. Since 2020, Dr. Chakraborty has also served as the Chair of the Policy Action Unit of Top Tier Impact Group, a policy institute focused on addressing the world’s most pressing issues, including those related to energy and climate. Prior to her time at Top Tier Impact Group, Dr. Chakraborty served as Associate Director of the Institute on Science for Global Policy from 2015 to 2018, where she used her experience to develop scientific consensus and deliver evidence-based policy recommendations to policymakers. From 2013 to 2014, Dr. Chakraborty was a cognitive scientist and project lead at Lootok Ltd., where she designed and implemented internal and external communication strategies informed by behavioral science in collaboration with Fortune 100 global companies, such as Mars Inc., Novartis, and PVH Corp. Dr. Chakraborty earned a B.S. in Decision Science from Carnegie Mellon University, a Ph.D. in Behavioral Science from Kings College London, and completed post-doctorate work at Oxford University. Dr. Chakraborty is regularly interviewed on major international news media outlets, including CNN, the BBC, Fox News, Sky News, and ABC. She was a keynote speaker at SXSW from 2019-2024 and a speaker at TEDxCalgary 2020. Dr. Chakraborty is a Forbes contributor, has written extensively in peer-reviewed journals, has contributed op-eds to publications like The Hill, and is currently working on her second book on adaptation to global risks. She directed a non-partisan science and technology policy institute and communicated its primary findings and policy recommendations to global stakeholders, ranging from the public to policymakers. She created and led a U.S. based live, weeklong virtual production for Earth Day 2020’s 50th Anniversary broadcast to 140 countries during the COVID-19 lockdown, resulting in a daily reach of more than two million. She produced and co-hosted the popular weekly radio show and podcast “Risky Behavior” and launched and hosted “The Climate and Security” Podcast and a special series on nuclear matters as a fellow for The Center for Climate and Security. In September 2021, Dr. Chakraborty co-authored a piece featured on Morning Consult titled: IPCC Report Underscores Why the United States Must Embrace Nuclear Power to Avoid a Climate Disaster. | | Jesse Funches Director | Mr. Funches became a director of the Company in August 2021. Mr. Funches has more than three decades of regulatory experience in the nuclear energy space. Since 2012, Mr. Funches has been an independent consultant providing services related to the nuclear industry, regulatory costs and related issues. From 2008 to 2017, Mr. Funches worked as a consultant for the Company, providing strategic advice and assistance to a foreign government regarding the establishment, administration and operations of an effective nuclear regulatory authority tasked with regulating and licensing all nuclear energy activities and civilian use of radioactive materials. From 2007 to 2008, Mr. Funches was a senior consultant at Talisman International, LLC, where he provided consulting services to the U.S. civilian nuclear industry on regulatory costs. Prior to his time at Talisman International, LLC, Mr. Funches served various roles at the U.S. Nuclear Regulatory Commission, including as Chief Financial Officer from 1997 to 2007, Deputy Controller from 1990 to 1997, director in several offices within the U.S. Nuclear Regulatory Commission from 1981 to 1990 and as the assistant to the Chairman and Commissioner of the U.S. Nuclear Regulatory Commission from 1978 to 1981. Before his time at the U.S. Nuclear Regulatory Commission, Mr. Funches served as an analyst in the Office of the Secretary of Defense from 1973 to 1978. |
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DIRECTORS AND EXECUTIVE OFFICERS
| Name | Position with Lightbridge and Principal Occupations | | | Mr. Funches earned a B.S. in Mathematics from Jackson State University, an M.S. in Applied Mathematics from the University of Illinois, and an MBA from Loyola College. Mr. Funches has won numerous awards throughout his career. In addition to winning the 2004 Donald L. Scantlebury Memorial Award (the federal government’s highest award for excellence in financial management), Mr. Funches is a three-time recipient of the Presidential Rank Award for Meritorious Senior Executives and a two-time winner of the U.S. Nuclear Regulatory Commission’s Distinguished Service Award. Mr. Funches was also an active member of the Federal Chief Financial Officers Council, a collection of senior-level officials working to improve government-wide financial issues. | | Sherri Goodman Director | Ms. Goodman became a director of the Company in April 2023. Ms. Goodman is a recognized expert in energy, climate change, national security, and public policy, with over 30 years of experience across government, non-profit organizations and private business. Ms. Goodman is Secretary General of the International Military Council on Climate & Security since November 2017, and Senior Fellow at the Wilson Center's Environmental Change and Security Program and Polar Institute since March 2016. She is credited with educating a generation of U.S. military and government officials about the nexus between climate change and national security, using her famous coinage, "threat multiplier," to fundamentally reshape the national discourse on the topic. Ms. Goodman is the former President and CEO of the Consortium for Ocean Leadership. She served as Senior Vice President and General Counsel of CNA (US Center for Naval Analyses). She is the founder and Executive Director of the CNA Military Advisory Board, whose landmark reports include National Security and the Threat of Climate Change (2007), and Advanced Energy and US National Security (2017). Ms. Goodman is a former first Deputy Undersecretary of Defense (Environmental Security) and staff member on the Senate Armed Services Committee. She has founded, led, or advised nearly a dozen research organizations on environmental and energy matters, national security, and public policy. Ms. Goodman serves as an independent director on corporate boards in the energy and technology sectors. She Chairs the Energy and Homeland Security External Advisory Board for Sandia National Labs and serves on the boards of the Atlantic Council and Woods Hole Oceanographic Institution. She is a Life Member of the Council on Foreign Relations, where she served as Chair of the Advisory Board for the Council’s report on Governing Solar Geoengineering and on the Arctic Task Force. Ms. Goodman received an Honorary Doctorate from Amherst College in 2018, the Department of Defense Distinguished Service Award in 1998 and 2001, the Gold Medal Award from the National Defense Industrial Organization in 1996, and the Environmental Protection Agency’s Climate Change Award in 2000, and the Lifetime Achievement Award from the Environmental Peacebuilding Association in 2024. She is the author of Threat Multiplier: Climate, Military Leadership and the Fight for Global Security (Island Press 2024), the story of the US military’s experience on the front lines of a changing frontier for energy and climate resilience. Ms. Goodman appears regularly on major news media and is an active public speaker. Ms. Goodman received her undergraduate degree from Amherst College and holds degrees from Harvard Law School and Harvard Kennedy School. |
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DIRECTORS AND EXECUTIVE OFFICERS
| Name | Position with Lightbridge and Principal Occupations | | Daniel B. Magraw Lead Independent Director | Mr. Magraw became a director of the Company on October 23, 2006. Mr. Magraw is a leading expert on international environmental law and policy, as well as on international human rights. Mr. Magraw has served as a Senior Fellow and Professorial Lecturer at the Foreign Policy Institute at Johns Hopkins School of Advanced International Studies since 2011 and is President Emeritus of the Center for International Environmental Law (CIEL). He is a member of the Secretary of State’s Advisory Committee on International Law, serves as a consultant to the United Nations and is on the Board of Trustees of the Universal Rights Group, a human rights think tank in Geneva, Switzerland. Mr. Magraw was the President and CEO of CIEL from 2002-2010 and was Co-Chair of Human Rights Watch’s Advisory Committee on Human Rights and Environment from 2017 to 2023. From 1992-2001, he was Director of the International Environmental Law Office of the U.S. Environmental Protection Agency, during which time he also served at the White House (2000-2001) and as Acting Assistant Administrator of the EPA’s Office of International Activities. He was a member of the Trade and Environment Policy Advisory Committee to the Office of the U.S. Trade Representative (TEPAC) from 2002¬2010, chaired the American Bar Association (ABA) Section of International Law’s Task Force on Carta de Foresta, was a member of the U.S. Department of State Study Group on International Business Transactions, and was chair of the 15,000-member Section of International Law and Practice of the ABA. He practiced international law, constitutional law, and bankruptcy law at Covington & Burling in Washington, DC from 1978-1983. Mr. Magraw is a widely published author in the field of international law and has received many awards. He graduated from Harvard University with High Honors in Economics, where he was student body president, and from the University of California, Berkeley Law School, where he was editor-in-chief of the California Law Review. While working as an economist for the Peace Corps in India from 1968 to 1972, Mr. Magraw helped develop and manage the largest and most successful cooperative of its type (wholesale, retail, furniture manufacturing, and food processing) in India. He also conducted a rural mass market survey at the invitation of the Tamil Nadu state government. | | Mark Tobin Director | Mr. Tobin became a director of the Company in September 2021. Mr. Tobin is a global finance and strategy executive with over 28 years of experience in international investment banking and public company leadership. Currently, Mr. Tobin serves as Chief Executive Officer and Chief Financial Officer of Camp Facility Services, a leading national provider in restoration and renovation services for multi-family and commercial clients, a position he has held since July 2024. He originally joined Camp Facility Services in October 2023 as Chief Financial Officer. Mr. Tobin previously sat on the boards of data storage solutions provider Qualstar Corporation (2020 to 2021) and Innovation Pharmaceuticals Inc. (2015 to 2018). Prior to his time at Camp Facility Services, Mr. Tobin served as Chief Financial Officer of National Underground Group, an industry leader in underground infrastructure technology, from 2021 to 2023. Mr. Tobin served as Chief Financial Officer of global industrial printer manufacturer Printronix from 2017 to 2021. From 2013 to 2017, Mr. Tobin served as executive vice president and Chief Financial Officer of Nanoflex Power Corporation, a publicly listed solar technology company. Prior to that, Mr. Tobin served as Director of Research and as a Senior Research Analyst at Roth Capital Partners, where he oversaw equity research on hundreds of small-cap public companies, publishing research on publicly traded energy infrastructure companies including nuclear power, wind power, solar power, and electric transmission and distribution. Prior to that, Mr. Tobin was a Senior Systems Engineer and Project Manager at Science Applications International Corporation (SAIC), where he led teams providing systems engineering and integration services to the U.S. Air Force. Mr. Tobin began his career as an officer in the United States Air Force, overseeing advanced technology development programs and representing the U.S. as a NATO delegate. He graduated with honors from the U.S. Air Force Academy with a Bachelor of Science in Management and received an MBA from the University of Pittsburgh. |
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DIRECTORS AND EXECUTIVE OFFICERS
| Name | Position with Lightbridge and Principal Occupations | | Larry Goldman Chief Financial Officer | Mr. Goldman, a certified public accountant, was appointed the Chief Financial Officer of the Company on September 1, 2018 and was made Corporate Secretary on May 1, 2020. Prior to his appointment, Mr. Goldman had been working with Lightbridge as a consultant since 2006 and served as the Company’s Chief Accounting Officer since 2015. From 1985 to 2004, Mr. Goldman was an Audit Assurance Partner for Livingston Wachtell & Co., LLP, a New York City CPA firm, with over 20 years’ experience in assurance, tax and advisory services. Since September 2004, Mr. Goldman had also provided consulting services to numerous public companies on various financial projects, SEC reporting and has government contracting accounting experience. Mr. Goldman has an M.S. degree in Taxation from Pace University and Bachelor’s degree in Business Administration with a concentration in Accounting. Mr. Goldman is a member of the New York State Society of CPAs and serves on its CFO Committee. He served on the SEC Practice Committee and the Management Consulting Committee. He is a member of the American Institute of Certified Public Accountants. | | Andrey Mushakov Executive Vice President, Nuclear Operations | Dr. Mushakov oversees the nuclear fuel technology division of Lightbridge Corporation and is an expert in cost modeling and the economics of the nuclear fuel cycle. He has been with Lightbridge since 2000, and in 2018 was named executive vice president for nuclear operations. Over the years, he has led a number of strategic initiatives for Lightbridge that have resulted in collaborative agreements and joint development projects relating to Lightbridge’s metallic fuel technology. More recently, he spearheaded an effort that resulted in the signing of a memorandum of understanding with Oklo in early 2025. Prior to that, he oversaw a successful team effort leading to two landmark agreements entered into in December 2022 with Battelle Energy Alliance, LLC (BEA), the DOE’s operating contractor for Idaho National Laboratory (INL), to support the development of Lightbridge FuelTM. In addition, he oversaw a team effort to apply for and receive two separate voucher awards from the U.S. Department of Energy’s Gateway for Accelerated Innovation in Nuclear (GAIN) program to support development of Lightbridge FuelTM in collaboration with Idaho National Laboratory and Pacific Northwest National Laboratory (PNNL). The collaborative project under the GAIN Voucher with INL was completed in 2021 and included experiment design for irradiation of Lightbridge metallic fuel material samples in the Advanced Test Reactor at INL. The collaborative project under the second GAIN Voucher with PNNL was completed in early 2023 and included demonstration of Lightbridge’s nuclear fuel casting process using depleted uranium, a key step in the manufacture of Lightbridge FuelTM. Dr. Mushakov has been a featured speaker at international conferences and panels on nuclear fuel technology, including the Wharton Energy Conference, the World Nuclear Fuel Cycle Conference, and the ANS Utility Working Conference and Vendor Technology Expo. He earned a Ph.D. in economics from St. Petersburg State University of Economics and Finance, an M.S. degree in management from Hult International Business School, and a B.S. degree in banking and finance from the Financial University under the Government of the Russian Federation. |
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Philosophy of Our Compensation Program
| • | Significant Variable Compensation. A significant portion of NEO target compensation is granted in equity (e.g. restricted stock awards (RSAs) with vesting provisions) and is “at-risk”. Actual cash short-term incentive compensation and equity grants in any year are made based on the Compensation Committee’s assessment of Lightbridge and individual executive performance in that year. Additionally, the value of equity awards closely tracks Lightbridge’s shareholder experience by being denominated in the Company’s common shares, providing further, long-term alignment with stockholder value. The majority of pay delivered to NEOs is performance based (36% salary, 18% short-term incentive compensation and 46% equity for the NEOs). | | • | Short-Term Incentive Compensation. The short-term incentive compensation component of our compensation program includes an annual short-term incentive program, payable in cash and/or equity awards, upon the achievement of specific planned performance goals pursuant to a corporate performance scorecard approved by the Compensation Committee in the first quarter of each year, that is then ratified by the full Board. Such short-term incentive compensation serves as a vehicle for incentivizing and motivating our employees towards achieving annual strategic performance objectives. | | • | Long-Term Incentive Compensation. The long-term incentive compensation component of our compensation program was delivered as RSAs in 2024. RSAs vest ratably over three years. RSAs were granted to provide long-term retention of NEOs, while building executive outright ownership of the Company’s common shares to further align the economic interests of our officers with stockholders. | | • | Fixed Compensation. The fixed compensation elements of our compensation program include a base salary and retirement, health, life, and disability insurance benefits. | | • | No Perquisites. We do not provide any perquisites, whether cash or otherwise, to our NEOs. |
Objectives of Our Compensation Plan
| Objective | Description | | Attraction and Retention | We provide competitive compensation to our NEOs and tie a significant portion of compensation to time-based vesting requirements, helping to ensure that we can continue to attract key management personnel and retain such personnel. | | Pay for Performance | A significant portion of each NEO’s compensation is “at-risk” or variable, based on our performance and stock price. | | Pay Mix | We use a variety of fixed-pay and incentive compensation forms, including cash and equity. | | Competitive Packages | We evaluate our compensation program in an effort to provide a competitive compensation package to each NEO that takes into account their responsibilities, performance, and organization. |
How Executive Compensation is Determined
Role of Compensation Consultant Pursuant to its charter, the Compensation Committee is authorized to engage, retain, and terminate any consultant, as well as approve the consultant’s fees, scope of work, and other terms of engagement. For 2024, the Compensation Committee retained Pay Governance LLC as its independent advisor. Pay Governance advises and consults with the Compensation Committee on compensation issues and the composition of the Company’s peer group and keeps the Compensation Committee apprised of competitive practices related to executive compensation. In 2024, Pay Governance assisted the Compensation Committee in the design, structure, and implementation of the current annual executive compensation program, review of the compensation peer group, and director compensation program. Pay Governance does not determine the exact amount or form of executive compensation for any executive officers. Pay Governance reports directly to the Compensation Committee, and a representative of Pay Governance, when requested, attends meetings of the Compensation Committee, is available to participate in executive sessions and communicates directly with the Compensation Committee Chair or its members outside of meetings. Pay Governance does no other work for the Company. Role of Management The Compensation Committee considers input from the CEO when making executive compensation decisions for the other officers and employees of the Company. The CEO’s input is useful because the CEO reviews and observes the performance of the officers and employees at the Company. The Compensation Committee and Board review and approve the compensation of the CEO separately, without the participation or involvement of the CEO.
How Executive Compensation is Determined
Performance Goals The Compensation Committee believes that a significant portion of each NEO’s compensation should be tied to the Company’s performance. The Company considers overall corporate performance based on certain operational and financial objectives as described above to broadly inform compensation decisions. The Company considered the following performance milestones in determining the short-term incentive payouts relating to 2024 performance: keep spending on corporate general and administrative expenses, including outside professional fees, on budget; execute on key fuel development milestones and complete a feasibility study; presentation of Lightbridge Fuel technology at technical conferences and/or submission of article for publication in technical or industry journals; and executive leadership. Performance goals have changed from time to time and will continue to change as the condition of the Company and its fuel technology evolve. Peer Group Analysis The Company has historically evaluated its compensation program against the programs at similarly-situated companies in order to ensure its compensation program is competitive. Acknowledging that we have very few direct publicly-traded competitors, with the assistance of Pay Governance, the peer companies were reviewed and updated based on (i) revenue scope within a reasonable range, (ii) market capitalization within a reasonable range of the Company’s market capitalization, (iii) research and development expenditure within a reasonable range of the Company’s research and development expenditure, and (iv) companies focused on nuclear, energy, or renewable energy technologies and services. In 2024, again with the assistance of Pay Governance, the peers were reviewed for continued appropriateness and the composition of the peer group was revised. The 2024 peer group consist of the following companies:
How Executive Compensation is Determined
In 2024, under advisement from Pay Governance, the Company removed GSE Systems, Inc. from its peer group due to the fact that GSE Systems, Inc. has been acquired. The Compensation Committee reviewed compensation data for the peer group at the 25th, 50th, and 75th percentiles and considers the competitive data as one factor in setting compensation levels for the NEOs.
Overview and Compensation Mix
| Pay Element | Characteristics | Primary Objective | | Base Salary | Annual fixed cash compensation | Attract and retain qualified and high performing executives | | Short-Term Compensation | Annual performance-based compensation payable in cash or equity awards | Incentivize our NEOs to achieve short-term goals | | Long-Term Compensation | Restricted Stock Awards | Retain our NEOs, build stock ownership, and align their interests with the interests of our stockholders |
Target Compensation Mix for CEO and other Named Executive Officers
For more information about the 2024 base salaries for each of our NEOs, please see the 2024 Summary Compensation Table below. Short-Term Incentive Compensation The Compensation Committee has established a short-term incentive (STI) program pursuant to which each of the NEOs may earn cash or stock-based compensation upon the achievement of individualized or Company-wide performance expectations. The target value of the award was established at 50% of base salary in the case of each of Mr. Grae, Dr. Mushakov, and Mr. Goldman. The Compensation Committee annually determines the actual payout of STI awards based on pre-determined weighted specific performance goals for Lightbridge and each individual’s contribution to the Company’s development milestones. In 2024, the Company had the following performance milestones, based on pre-determined performance target metrics with the maximum performance target metric increasing the STI scorecard weight by 150%+, subject to the Compensation Committee’s discretion and approval.
Target Compensation Mix for CEO and other Named Executive Officers
| Goal | Scorecard Weight | 2024 Actual Payout % | | Keep spending to budget on corporate general and administrative expenses | 15% | 15% | | Execute on key fuel development milestones and complete a feasibility study | 50% | 65% | | Presentation of Lightbridge Fuel technology at technical conferences and/or submission of article for publication in technical or industry journals | 5% | 8% | | Executive Leadership | 30% | 30% |
Target Compensation Mix for CEO and other Named Executive Officers
Long-Term Incentive Compensation Lightbridge delivered long-term incentive compensation as restricted stock awards vesting ratably over three years. RSAs were granted to provide long-term retention of NEOs, while building executive outright ownership of Lightbridge shares to further align the economic interests of Lightbridge’s officers with its stockholders.
Target Compensation Mix for CEO and other Named Executive Officers
| Name and Title | 2024 LTI Grant (shares) | | Seth Grae, CEO, President and Chairman | 127,296 | | Andrey Mushakov, EVP, Nuclear Operations | 79,394 | | Larry Goldman, CFO | 73,451 |
Employment Agreements
Employment Agreements On August 8, 2018, the Company entered into employment agreements with each of Mr. Grae, Dr. Mushakov, and Mr. Goldman, which in the case of Mr. Grae and Dr. Mushakov replaced employment agreements entered into during 2006, and which in the case of Mr. Goldman became effective September 1, 2018. The employment agreements provide for an initial annual base salary of $459,268, $286,443 and $265,000 for each of Mr. Grae, Dr. Mushakov and Mr. Goldman, respectively, and establish a target annual bonus of 50% of base salary for each executive with the amount of any such bonus to be determined by the Compensation Committee on the achievement of performance goals that are established by the Compensation Committee. In addition, each of Mr. Grae, Dr. Mushakov, and Mr. Goldman is eligible to earn an annual long-term incentive award, subject to the Compensation Committee’s discretion to grant such awards, based upon a target award opportunity equal to 50% of base salary, and subject to attainment of such goals, criteria, or targets established by the Compensation Committee in respect of each such calendar year. Each employment agreement provides that if the executive’s employment is terminated or not extended by the Company without “cause,” or terminated by the executive for “good reason” (each as defined in the employment agreement), then, subject to the terms and conditions of the employment agreement, the executive will be entitled to certain severance payments and benefits. In the case of Mr. Grae, the employment agreement provides for payments equal to two times Mr. Grae’s base salary and target bonus for the calendar year in which the termination occurs, payable over 12 months, plus an amount equal to the prorated target bonus for the current year, payable in a lump sum. However, if such termination occurs upon or within 24 months of a “change of control” (as defined in the employment agreement), Mr. Grae will receive a lump sum payment equal to three times his base salary and target bonus for the calendar year in which the termination occurs, plus an amount equal to the prorated target bonus for the current year, and all of Mr. Grae’s equity awards will immediately vest in full, with any outstanding performance-based equity awards becoming fully vested based on the target level of performance. In the case of Dr. Mushakov and Mr. Goldman, the employment agreements provide for payments equal to the executive’s base salary and target bonus for the calendar year in which the termination occurs, payable over 12 months, plus an amount equal to the prorated target bonus for the current year, payable in a lump sum. However, if such termination occurs upon or within 24 months of a “change of control,” each of Dr. Mushakov and Mr. Goldman will receive a lump sum payment equal to two times his base salary and target bonus for the calendar year in which the termination occurs, plus an amount equal to the prorated target bonus for the current year, and all of the executive’s equity awards will immediately vest in full, with any outstanding performance based equity awards becoming fully vested based on the target level of performance. Each employment agreement has an initial five-year term and will automatically be extended for additional one-year terms upon the expiration of the initial term unless either party provides notice of non-renewal to the other. The employment agreements provide standard benefits and contain routine confidentiality, non-competition, non-solicitation and non-disparagement provisions. Each of Mr. Grae, Dr. Mushakov, and Mr. Goldman will also be entitled to continued benefits under the Company’s medical, dental and vision plans for a period of up to 12 months upon termination outside of a change of control and for a period of up to 18 months upon termination within 24 months following a change of control.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to our NEOs for services rendered in all capacities during the noted periods.
2024 Summary Compensation Table
| Name | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(1) ($) | All Other Compensation(3) ($) | Total ($) | | Seth Grae | 2024 | 573,693 | 89,362 | 740,863 | 260,638 | 30,500 | 1,695,056 | | CEO, President and Chairman | 2023 | 547,279 | 87,273 | 284,947 | 232,727 | 30.000 | 1,182,226 | | | 2022 | 521,217 | 206,250 | 407,071 | 123,750 | 27,000 | 1,285,288 | | Andrey Mushakov | 2024 | 357,809 | 56,170 | 462,073 | 163,830 | 23,000 | 1,062,882 | | EVP, Nuclear Operations | 2023 | 341,334 | 57,273 | 177,720 | 152,727 | 22,500 | 751,554 | | | 2022 | 325,081 | 131,250 | 253,888 | 78,750 | 20,500 | 809,468 | | Larry Goldman | 2024 | 331,024 | 52,340 | 427,485 | 152,660 | 30,500 | 994,009 | | CFO and Corporate Secretary | 2023 | 315,783 | 51,818 | 164,416 | 138,182 | 30,000 | 700,199 | | | 2022 | 300,745 | 118,750 | 234,883 | 71,250 | 27,000 | 752,628 |
2024 Summary Compensation Table
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2024 Summary Compensation Table
| 1. | Consists of payments under our STI program for the year indicated, with payments relating to the achievement of individual goals set forth in the bonus column and payments relating to the achievement of all other performance criteria set forth in the non-equity incentive plan compensation column. The Company considers payments relating to the achievement of individual goals to qualify as bonus payments because of the holistic assessments used by the Compensation Committee in evaluating the progress of the NEOs towards their individual goals, as compared to achievement of definitive metrics for the other performance criteria under the STI program. |
2024 Summary Compensation Table
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2024 Summary Compensation Table
| 2. | Restricted stock awards vesting ratably over three years. The amounts reported in the Stock Awards column reflects aggregate grant date fair value computed in accordance with ASC Topic 718, Compensation-Stock Compensation. These amounts reflect our calculation of the value of these awards at the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the NEO. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the stock awards, please see Note 8 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. | | | The 2024 stock awards consist of restricted stock awards granted to each of Mr. Grae, Dr. Mushakov, and Mr. Goldman relating to 127,296, 79,394 and 73,451 shares, respectively. These RSAs have a service-based vesting provision. These awards were granted December 4, 2024, and vest ratably over a three-year period commencing on the grant date. | | | The 2023 stock awards consist of restricted stock awards granted to each of Mr. Grae, Dr. Mushakov, and Mr. Goldman relating to 71,775, 44,766, and 41,415 shares, respectively. These RSAs have a service-based vesting provision. These awards were granted November 20, 2023, and vest ratably over a three-year period commencing on the grant date. | | | The 2022 stock awards consist of restricted stock awards granted to each of Mr. Grae, Dr. Mushakov, and Mr. Goldman relating to 86,427, 53,904, and 49,869 shares, respectively. These RSAs have a service-based vesting provision. These awards were granted December 15, 2022, and vest ratably over a three-year period commencing on the grant date. | | 3. | Consists of the Company’s 401(k) matching contributions. |
2024 Summary Compensation Table
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Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units or Other Rights That Have Not Vested(1) ($) | | Seth Grae | 6,303 | - | 75.60 | 04/08/2025 | | | | | 772 | - | 75.60 | 08/12/2025 | | | | | 17,430 | - | 55.20 | 11/20/2025 | | | | | 18,199 | - | 18.48 | 11/09/2026 | | | | | 40,233 | - | 12.60 | 10/26/2027 | | | | | 28,216 | - | 10.80 | 08/06/2028 | | | | | 16,146 | - | 3.82 | 12/02/2029 | | | | | | | | | 203,955 | 964,707 | | Andrey Mushakov | 3,069 | - | 75.60 | 04/08/2025 | | | | | 650 | - | 75.60 | 08/12/2025 | | | | | 10,067 | - | 55.20 | 11/20/2025 | | | | | 11,351 | - | 18.48 | 11/09/2026 | | | | | 25,093 | - | 12.60 | 10/26/2027 | | | | | 17,598 | - | 10.80 | 08/06/2028 | | | | | 10,070 | - | 3.82 | 12/02/2029 | | | | | | | | | 127,206 | 601,684 | | Larry Goldman | 1,104 | - | 75.60 | 04/08/2025 | | | | | 231 | - | 75.60 | 08/12/2025 | | | | | 5,449 | - | 55.20 | 11/20/2025 | | | | | 4,469 | - | 18.48 | 11/09/2026 | | | | | 13,785 | - | 12.60 | 10/26/2027 | | | | | 16,281 | - | 10.80 | 08/06/2028 | | | | | 9,317 | - | 3.82 | 12/02/2029 | | | | | | | | | 117,684 | 556,645 |
Outstanding Equity Awards at Fiscal Year End
| 1. | Restricted stock awards with service-based vesting provisions that provide for one-third vesting on each of the first three anniversaries of the date of grant. The market value of restricted stock awards reported is calculated by multiplying the number of shares by the closing price of our common stock on December 31, 2024 ($4.73 per share). |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control A Change in Control will take place when either the Company is sold directly or indirectly, other than by way of merger or consolidation, to anybody that is not a subsidiary of the Company; or the incumbent directors do not constitute at least a majority of the Board; or 10 business days prior to a complete liquidation; or dissolution of the Company; or the acquisition of beneficial ownership of more than 50% outstanding shares of common stock of the Company. Please see above under “-Employment Agreements” for a description of potential payments upon termination or a change in control to each of Mr. Grae, Dr. Mushakov and Mr. Goldman pursuant to their employment agreements. Each of Mr. Grae, Dr. Mushakov, and Mr. Goldman will also be entitled to continued benefits under the Company’s medical, dental and vision plans for a period of up to 12 months upon termination outside of a change of control and for a period of up to 18 months upon termination within 24 months following a change of control.
Potential Payments upon Termination or Change in Control
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Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company provides the following disclosure for its three most recent fiscal years. The Board and the Compensation Committee did not consider the pay versus performance disclosure below in making their pay decisions for any of the years presented. See “Compensation Discussion and Analysis” beginning on page 21 for information about the decisions made by the Board and the Compensation Committee with respect to NEO compensation for the years discussed.
Pay Versus Performance
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Pay Versus Performance
The following table sets forth information about the relationship between executive compensation actually paid and certain financial performance metrics of our Company.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR)(5) ($) | Net Income (Loss)(6)($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2024 | 1,695,056 | 1,848,844 | 1,028,446 | 1,125,770 | 111.82 | (11,787,066) | | 2023 | 1,182,226 | 1,067,058 | 725,878 | 656,737 | 75.89 | (7,908,646) | | 2022 | 1,285,288 | 1,096,593 | 781,048 | 667,766 | 91.96 | (7,497,857) |
Pay Versus Performance
| 1. | Reflects compensation amounts reporting in the “2024 Summary Compensation Table” for our CEO, Seth Grae, for the respective years shown. | | 2. | Reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO(1) ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) | | (a) | (b) | (c) | (d) | (e) | | 2024 | 1,695,056 | (740,863) | 894,651 | 1,848,844 | | 2023 | 1,182,226 | (284,947) | 169,779 | 1,067,058 | | 2022 | 1,285,288 | (407,071) | 218,376 | 1,096,593 |
Pay Versus Performance
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Pay Versus Performance
| 1. | The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” column in the “2024 Summary Compensation Table” for our CEO, Seth Grae, for the respective years shown. |
Pay Versus Performance
The amounts deducted or added in calculating the equity award adjustments are as follows.
Pay Versus Performance
| CEO | 2024 | 2023 | 2022 | | The fair value as of fiscal year-end of any equity awards granted during the covered year that are unvested at the end of the year ($) | 602,110 | 230,398 | 336,201 | | The change, measured from the end of the prior fiscal year to the end of the most recently completed fiscal year, in the fair value of any equity awards granted in prior years that are unvested as of the end of the covered year | 116,522 | (50,141) | (88,329) | | The fair value as of the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered year | — | — | — | | For awards that are granted and vest in the same year, the fair value as of the vesting date ($) | — | — | — | | The change, measured from the end of the prior fiscal year to the vesting date, in fair value of equity awards granted in prior years that vested during the covered year | 176,019 | (10,478) | (29,496) | | The dollar value of any dividends or earnings paid on equity awards in the fiscal year prior to the vesting date that are not otherwise included in total compensation for the year ($) | — | — | — | | Total Equity Award Adjustments ($) | 894,651 | 169,779 | 218,376 |
Pay Versus Performance
| 2. | Reflects the average of the amounts reported for our Company’s NEOs, Mr. Mushakov and Mr. Goldman, as a group, (excluding Mr. Grae) in the “2024 Summary Compensation Table” for the respective years shown. | | 3. | Reflects the average amount of “compensation actually paid” to the NEOs, Mr. Mushakov and Mr. Goldman, as a group, as determined in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs, Mr. Mushakov and Mr. Goldman, as a group, during the applicable year. |
Pay Versus Performance
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Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | (a) | (b) | (c) | (d) | (e) | | 2024 | 1,028,446 | (444,779) | 537,103 | 1,120,770 | | 2023 | 725,878 | (171,069) | 101,928 | 656,737 | | 2022 | 781,048 | (244,385) | 131,103 | 667,766 |
Pay Versus Performance
The amounts deducted or added in calculating the equity award adjustments are as follows.
Pay Versus Performance
| Non-PEO NEOs | 2024 | 2023 | 2022 | | The fair value as of fiscal year-end of any equity awards granted during the covered year that are unvested at the end of the year ($) | 361,478 | 138,320 | 201,838 | | The change, measured from the end of the prior fiscal year to the end of the most recently completed fiscal year, in the fair value of any equity awards granted in prior years that are unvested as of the end of the covered year | 69,954 | (30,102) | (53,027) | | The fair value as of the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered year ($) | — | — | — | | For awards that are granted and vest in the same year, the fair value as of the vesting date ($) | — | — | — | | The change, measured from the end of the prior fiscal year to the vesting date, in fair value of equity awards granted in prior years that vested during the covered year | 105,671 | (6,290) | (17,708) | | The dollar value of any dividends or earnings paid on equity awards in the fiscal year prior to the vesting date that are not otherwise included in total compensation for the year ($) | — | — | — | | Total Equity Award Adjustments ($) | 537,103 | 101,928 | 131,103 |
Pay Versus Performance
| 4. | The TSR for 2024, 2023 and 2022 each reflect the cumulative value of $100 invested in Lightbridge stock on December 31, 2020. | | 5. | Reflects the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
Pay Versus Performance
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Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) Because we are not a commercial-stage company, we did not have any revenue during the periods presented. Consequently, our Company has not historically looked to net income (loss) as a performance measure for our executive compensation program. In 2024, 2023 and 2022, our net income (loss) has largely remained the same, and the compensation actually paid for both our PEO and non-PEO NEOs increased in 2024 from 2023 and decreased in 2023 from 2022. Compensation Actually Paid and Cumulative TSR TSR increased in 2024 from 2023 and decreased in 2023 from 2022, and the compensation actually paid for both the PEO and non-PEO NEOs also increased in 2024 from 2023 and decreased in 2023 from 2022.
Compensation Actually Paid and Net Income (Loss)
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Director Compensation
Director Compensation For the fiscal year 2024, non-employee directors received the following compensation: Annual Cash Retainer: Each non-employee director received a base annual cash retainer of $65,000 for service on the Board. Additional Fees for Committee Service: The Audit Committee Chair received an additional retainer for his leadership role, as follows:
Director Compensation
| • | Audit Committee Chair: $11,000 |
Director Compensation
Members of these committees who were not serving as Chairpersons did not receive additional compensation. Equity Compensation: Each non-employee director received an annual equity grant of RSAs valued at $100,000, which vested in full after one year of service. All retainers and committee chair fees are paid in quarterly installments. Directors are also reimbursed for reasonable expenses incurred in connection with their Board service, including travel to meetings. The following table sets forth certain information concerning the compensation paid to our directors for services rendered to us during fiscal 2024. Mr. Grae was not compensated for his service as a director in 2024. In December 2024, the directors were each awarded shares of stock with a grant date fair value of $100,000 that were issued on January 2, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total | Equivalent Shares(1) | | Sweta Chakraborty | 65,000 | 100,000 | 165,000 | 17,183 | | Jesse Funches | 76,000 | 100,000 | 176,000 | 17,183 | | Sherri Goodman | 65,000 | 100,000 | 165,000 | 17,183 | | Daniel Magraw | 65,000 | 100,000 | 165,000 | 17,183 | | Mark Tobin | 65,000 | 100,000 | 165,000 | 17,183 |
Director Compensation
| 1. | The value of stock awards is the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718 - Compensation - Stock Compensation. Shares were valued on the grant date at $5.82 per share, which vested on January 2, 2025. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the stock awards, please see Note 8 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. | | | As of December 31, 2024, the outstanding numbers of common stock were held by members of the Board: Dr. Chakraborty, 40,950 shares, Mr. Funches, 40,950 shares, Ms. Goodman, 27,259 shares, Mr. Magraw, 47,098 shares, Mr. Tobin, 35,450 shares. | | | As of December 31, 2024 Mr. Magraw held stock options to purchase 11,388 shares of common stock. | | 2. | Dr. Chakraborty’s cash payments are made directly to her company, Adapt to Thrive. |
Director Compensation
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Director Compensation
For the fiscal year 2025, non-employee directors will receive the following compensation: Annual Cash Retainer: Each non-employee director will receive a base annual cash retainer of $70,000 for service on the Board. Additional Fees for Committee Service: Committee Chairpersons will receive an additional retainer for their leadership roles, as follows:
Director Compensation
| • | Audit Committee Chair: $12,000 | | • | Compensation Committee Chair: $8,000 | | • | Nominating and Governance Committee Chair: $6,000 |
Director Compensation
Members of these committees who were not serving as Chairpersons will not receive additional compensation. Equity Compensation: Each non-employee director will receive an annual equity grant of RSAs valued at $100,000, which vest quarterly and in full after one year of service. All retainers and committee chair fees are paid in quarterly installments. Directors are also reimbursed for reasonable expenses incurred in connection with their Board service, including travel to meetings.
Director Compensation
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PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS The Board is responsible for establishing broad corporate policies and monitoring the overall performance of the Company. It selects the Company’s executive officers, delegates authority for the conduct of the Company’s day-to-day operations to those officers and monitors their performance. Members of the Board keep themselves informed of the Company’s business by participating in Board and Committee meetings, by reviewing analyses and reports, and through discussions with the Chairman and other officers. See “Governance and Nominating Committee” above for a discussion of the process for selecting directors. There are currently six directors serving on the Board. At the annual meeting, all six directors will be up for election. On February 27, 2024, the Board approved a reduction of the number of seats on the Board, effective as of the annual meeting, to six. The individuals who have been nominated for election to the Board at the annual meeting are listed in the table below. Each of the nominees is a current director of the Company. If, as a result of circumstances not now known or foreseen, any of the nominees is unavailable to serve as a nominee for director at the time of the annual meeting, the holders of the proxies solicited by this proxy statement may vote those proxies either (i) for the election of a substitute nominee who will be designated by the proxy holders or by the present Board or (ii) for the balance of the nominees, leaving a vacancy. Alternatively, the size of the Board may be reduced accordingly. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve, if elected as a director. Directors are elected by plurality of the votes cast at the meeting. Proxies submitted on the accompanying proxy card will be voted for the election of the nominees listed below unless the proxy card is marked otherwise. The Board recommends a vote FOR the election of the nominees listed below.