DEF 14A of Lightbridge Corp, Mar 31, 2026

DEF 14A of Lightbridge Corp

Filed Mar 31, 2026 · FY20250001477932-26-001731

Open on EDGAR

  1. 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 18, 2026, 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.

  2. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position with Lightbridge | Director Since | | Seth Grae | 62 | Chief Executive Officer, President and Chairman | April 2006 | | Sweta Chakraborty | 41 | Director | September 2021 | | Jesse Funches | 78 | Director | August 2021 | | Sherri Goodman | 66 | Director | April 2023 | | Daniel B. Magraw | 79 | Lead Independent Director | October 2006 | | Mark Tobin | 52 | Director | September 2021 | | Larry Goldman | 69 | Chief Financial Officer and Corporate Secretary | — | | Andrey Mushakov | 49 | Executive Vice President, Nuclear Operations | — |

  3. 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 has served as the Chairman of the Board since May 2024. 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 Chairman of the American Nuclear Society’s International Council and a member of the American Nuclear Society’s Trustees of Nuclear Leadership Council, the Nuclear Energy Institute’s Board of Directors and Suppliers Advisory Committee, and the Virginia Nuclear Energy Consortium’s Board of Directors. He has previously served as a member of the Civil Nuclear Trade Advisory Committee to the U.S. Secretary of Commerce, Advanced Energy Solutions Community of the World Economic Forum, Working Group on Climate, Nuclear, and Security Affairs of the Council on Strategic Risks, Nuclear Security Working Group, and 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, Co-chair of the American Bar Association’s Committee on Arms Control & Disarmament, and member of the Dean’s Advisory Council at the Washington College of Law at American University. 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. | | 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 more than 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. |

  4. DIRECTORS AND EXECUTIVE OFFICERS

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  5. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Position with Lightbridge and Principal Occupations | | | 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 to 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 2007, Mr. Funches has been an independent consultant providing services related to the nuclear industry regarding 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. 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 management. |

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  7. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Position with Lightbridge and Principal Occupations | | 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 has been Secretary General of the International Military Council on Climate & Security, a group of senior military leaders, security experts, and security institutions addressing the security risks of a changing climate, since November 2017. She is also Distinguished Fellow at the Atlantic Council’s Global Energy Center and Scowcroft Strategy and Security Center, a nonpartisan center developing sustainable strategies to address important security challenges facing the United States and its allies and partners, a position she has held since 2025, and Senior Associate at the Harvard Arctic Initiative, a project of Harvard Kennedy School addressing the impact of the warming climate on the Arctic, a position she has held since 2025. She was a Senior Fellow at the Wilson Center’s Environmental Change and Security Program and Polar Institute, which are programs in the congressionally charted, nonpartisan think tank that explore the connections between environmental change, health, and population dynamics and their links to conflict, human insecurity, and foreign policy and address policy issues related to the polar regions, from 2016 to 2025. 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 (the U.S. 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 board of the Council on Strategic Risks and serves on the boards of the Atlantic Council and Woods Hole Oceanographic Institution. She served as Chair of the Energy and Homeland Security External Advisory Board for Sandia National Labs. 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, 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 U.S. 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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  9. 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 in October 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”), a nonprofit environmental law organization. He has served as 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 to 2010 and was Co-Chair of Human Rights Watch’s Advisory Committee on Human Rights and Environment from 2017 to 2023. From 1992 to 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 (2001). He was a member of the Trade and Environment Policy Advisory Committee to the Office of the U.S. Trade Representative from 2002 to 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 to 1983, during which time he also spent six months at the Legal Services Corporation. 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 29 years of experience in international investment banking, C-level leadership, and publicly listed and private equity owned companies. Currently, Mr. Tobin serves as Chief Executive 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 (2020-2021) and Innovation Pharmaceuticals Inc. (2015-2018). 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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  11. 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 in September 2018 and was made Corporate Secretary in May 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 and SEC reporting. Mr. Goldman also 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 contract negotiations that resulted in the signing of a Master Services Agreement with Amentum, an Initial Engineering Contract with Stern Labs, a Memorandum of Understanding with Oklo, Inc. (“Oklo”), and agreements relating to computer modeling codes and software. 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 Department of Energy’s (“DOE”) operating contractor for Idaho National Laboratory (“INL”), to support the development of Lightbridge Fuel(TM). In addition, he oversaw a team effort to apply for and receive two separate voucher awards from the DOE’s Gateway for Accelerated Innovation in Nuclear (“GAIN”) program to support development of Lightbridge Fuel(TM) in collaboration with INL 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 (“ATR”) 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 Fuel(TM). 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. |

  12. 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. |

  13. How Executive Compensation is Determined

    How Executive Compensation is Determined Role of the Compensation Committee The Compensation Committee of the Board oversees the Company’s executive compensation programs. Additionally, the Compensation Committee is charged with the review and approval of all annual compensation decisions relating to the NEOs and any of the Company’s other officers. The Compensation Committee is composed entirely of independent, non-management members of the Board. Each member of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. No Compensation Committee member participates in any of the Company’s employee compensation programs. Each year the Company reviews any and all relationships that each director has with the Company, and the Board subsequently reviews these findings. 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 2025, the Compensation Committee retained Berkeley Research Group, LLC (“BRG”) as its independent advisor. BRG 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 2025, BRG 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. BRG does not determine the exact amount or form of executive compensation for any executive officers. BRG reports directly to the Compensation Committee, and a representative of BRG, 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. BRG also provided certain consulting services to the Company through separate practice groups unrelated to executive compensation. These services included strategic business planning and other advisory services. The executive compensation consulting services provided to the Compensation Committee were performed by a dedicated team that operates independently from other BRG practice groups. The individuals providing executive compensation advice did not provide any of the other services to the Company and do not receive compensation based on the provision of such other services. The Compensation Committee retained BRG after taking into consideration the six factors, prescribed by the SEC and Nasdaq, that bear upon the independence of advisors to the Compensation Committee, including consideration of the aggregate fees paid to BRG and the nature of the additional services provided. While management introduced BRG to the Compensation Committee, the Committee independently evaluated and selected BRG’s Executive Compensation Advisory Services and determined that its work for the Committee did not raise any conflict of interest. Management authorized the provision of the other consulting services provided by BRG to the Company. Neither the Board nor the Compensation Committee was required to approve those services.

  14. How Executive Compensation is Determined

    The total amount of fees paid to BRG during 2025 was $626,621, of which $366,938 related to strategic business planning, $193,269 related to equity award analysis, and $66,414 related to executive compensation evaluations. 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. 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 2025 performance: keep spending on corporate general and administrative expenses, including outside professional fees, on budget; execute on key fuel development milestones; presentation of Lightbridge Fuel technology at technical conferences and/or submission of article for publication in technical or industry journals; and executive leadership. The performance-based portion of the Company’s long-term incentive compensation awards granted in 2025 will vest, if at all, subject to achievement of certain operational and financial milestones relating to the insertion of the Company’s coupon fuel samples into the ATR at INL for irradiation testing, manufacturing goals, goals related to the design and construction of a new fuel facility, commercial objectives, and funding goals. 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. 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, (iv) companies who compete with us directly in nuclear energy technologies and services, and (v) companies who compete with us for executive and technical talent. In 2025, with the assistance of BRG, the peers were reviewed for continued appropriateness and the composition of the peer group was revised. The 2025 peer group consists of the following companies:

  15. How Executive Compensation is Determined

    In 2025, under advisement from BRG, the Company updated the criteria it had previously applied, which criteria had been appropriate when the Company had very few direct publicly traded competitors. The resulting 2025 peer group reflects the removal of Beam Global, CVD Equipment Corporation, Gevo, Inc., Nuvve Holding Corp., NVE Corporation, Ocean Power Technologies, Inc., Perma-Fix Environmental Services, Research Frontiers Incorporated, and Westwater Resources, Inc., because they do not compete directly with the company in nuclear energy technologies and services, and the addition of ASP Isotopes Inc. and Nano Nuclear Energy. 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.

  16. 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 (both service-based and performance-based) | Retain our NEOs, build stock ownership, incentivize the achievement of longer-term performance goals, and align our NEOs’ interests with the interests of our stockholders |

  17. Overview and Compensation Mix

    For more information about the 2025 base salaries for each of our NEOs, please see the 2025 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.

  18. Overview and Compensation Mix

    | Goal | Scorecard Weight | 2025 Actual Payout % | | Keep spending to budget on corporate general and administrative expenses | 15% | 15% | | Execute on key fuel development milestones | 55% | 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 | 25% | 38% |

  19. Overview and Compensation Mix

    | Name and Title | 2025 LTI Grants (shares) | | Seth Grae, CEO, President and Chairman | 458,954 | | Andrey Mushakov, EVP, Nuclear Operations | 286,248 | | Larry Goldman, CFO | 264,818 |

  20. 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.

  21. 2025 Summary Compensation Table

    2025 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.

  22. 2025 Summary Compensation Table

    | Name | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(1) ($) | All Other Compensation(3) ($) | Total ($) | | Seth Grae | 2025 | 596,147 | 175,104 | 6,356,242 | 400,896 | 34,750 | 7,563,139 | | CEO, President and Chairman | 2024 | 573,693 | 89,362 | 740,863 | 260,638 | 30,500 | 1,695,056 | | | 2023 | 547,279 | 87,273 | 284,947 | 232,727 | 30,000 | 1,182,226 | | Andrey Mushakov | 2025 | 371,814 | 109,136 | 3,964,365 | 249,864 | 23,500 | 4,718,679 | | EVP, Nuclear Operations | 2024 | 357,809 | 56,170 | 462,073 | 163,830 | 23,000 | 1,062,882 | | | 2023 | 341,334 | 57,273 | 177,720 | 152,727 | 22,500 | 751,554 | | Larry Goldman | 2025 | 343,980 | 100,928 | 3,667,573 | 231,072 | 31,000 | 4,374,553 | | CFO and Corporate Secretary | 2024 | 331,024 | 52,340 | 427,485 | 152,660 | 30,500 | 994,009 | | | 2023 | 315,783 | 51,818 | 164,416 | 138,182 | 30,000 | 700,199 |

  23. 2025 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. | | 2. | Reflects RSAs vesting in three equal installments on each of the first three anniversaries of the grant date and PSAs granted that are subject to both service-based and performance-based vesting criteria. The amounts reported in the Stock Awards column reflect aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). 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, 2025. | | | The significant increase in Stock Awards for 2025 compared to prior years is primarily attributable to the grant of PSAs tied to the achievement of key R&D fuel program milestones over the next 3 years (i.e., through December 31, 2028). The 2025 stock awards consist of: (1) RSAs granted on August 28, 2025 and December 1, 2025 to each of Mr. Grae, Dr. Mushakov, and Mr. Goldman relating to 153,582, 95,789, and 88,618 shares, respectively, that vest in three equal installments on each of the first three anniversaries of the grant date; (2) PSAs granted on April 7, 2025 to each of Mr. Grae, Dr. Mushakov, and Mr. Goldman relating to 87,249, 54,417, and 50,343 shares, respectively, that vest in three equal installments on each of the first three anniversaries of the grant date following the achievement of the performance milestone for these PSAs in November 2025 upon successful insertion of the Company’s fuel material coupon samples into the ATR at INL ; and (3) PSAs granted on August 28, 2025 to each of Mr. Grae, Dr. Mushakov, and Mr. Goldman relating to 218,123, 136,042, and 125,857 shares, respectively, that vest, if at all, based on achievement of certain R&D fuel milestones relating to key technical development and commercialization objectives of the Company’s R&D fuel program and one specific financial milestone, by December 31, 2028, in addition to at least twelve months of continuous service as of the performance milestone achievement date. In the case of the PSAs, the grant date fair value is equivalent to the highest level of performance condition that may be achieved. A substantial portion of the 2025 equity awards is therefore performance-based and contingent upon the achievement of these milestones, as well as continued service, and may not ultimately vest. The 2024 stock awards consist of RSAs 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 in three equal installments on each of the first three anniversaries of the grant date. The 2023 stock awards consist of RSAs 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 in three equal installments on each of the first three anniversaries of the grant date. | | 3. | Consists of the Company’s 401(k) matching contributions. |

  24. 2025 Summary Compensation Table

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  25. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  26. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards(1) | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units or Other Rights That Have Not Vested ($) | | Seth Grae | 18,199 | — | 18.48 | 11/09/2026 | | | | | 7,937 | — | 12.60 | 10/26/2027 | | | | | | | | | 567,743 | 7,176,272 | | Andrey Mushakov | 11,351 | — | 18.48 | 11/09/2026 | | | | | | | | | 354,099 | 4,475,811 | | Larry Goldman | 4,469 | — | 18.48 | 11/09/2026 | | | | | | | | | 327,590 | 4,140,738 |

  27. Outstanding Equity Awards at Fiscal Year End

    | 1. | Comprised of RSAs that vest in three equal installments on each of the first three anniversaries of the date of grant and PSAs that vest subject to achievement of certain operational or financial milestones and service-based vesting provisions. The market value of RSAs and PSAs reported is calculated by multiplying the number of shares by the closing price of our common stock on December 31, 2025 ($12.64 per share). |

  28. 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.

  29. 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 19 for information about the decisions made by the Board and the Compensation Committee with respect to NEO compensation for the years discussed.

  30. Pay Versus Performance

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  31. Pay Versus Performance

    The use of the term “compensation actually paid” (“CAP”) is required by SEC rules and such amounts were calculated as required by SEC rules, as described below. The following table sets forth information about the relationship between CAP and certain financial performance metrics of our Company.

  32. 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) | | 2025 | 7,563,139 | 7,651,761 | 4,546,616 | 4,599,823 | 324.94 | (19,580,341) | | 2024 | 1,695,056 | 1,848,844 | 1,028,446 | 1,125,770 | 121.59 | (11,787,066) | | 2023 | 1,182,226 | 1,067,058 | 725,878 | 656,737 | 82.52 | (7,908,646) |

  33. Pay Versus Performance

    | 1. | Reflects total compensation amounts reported in the “2025 Summary Compensation Table” above (the “SCT”) for Mr. Grae for the respective years shown. | | 2. | Reflects the total compensation amounts reported in the SCT adjusted to include or exclude the amounts shown in the tables below. CAP is determined in accordance with SEC rules and does 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. |

  34. Pay Versus Performance

    | Year | SCT Total for PEO(a) ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2025 | 7,563,139 | (6,356,242) | 6,444,864 | 7,651,761 | | 2024 | 1,695,056 | (740,863) | 894,651 | 1,848,844 | | 2023 | 1,182,226 | (284,947) | 169,779 | 1,067,058 |

  35. Pay Versus Performance

    | a. | The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” column in the SCT for Mr. Grae for the respective years shown. |

  36. Pay Versus Performance

    The amounts deducted or added in calculating the equity award adjustments are as follows.

  37. Pay Versus Performance

    | CEO | 2025 | 2024 | 2023 | | 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 ($)* | 4,514,540 | 602,110 | 230,398 | | The change, measured from the end of the prior fiscal year to the end of the most recently completed fiscal year, in the fair value of any equity awards granted in prior years that are unvested as of the end of the covered year ($) | 860,521 | 116,522 | (50,141) | | 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 ($) | 1,069,803 | 176,019 | (10,478) | | The dollar value of any dividends or earnings paid on equity awards in the fiscal year prior to the vesting date that are not otherwise included in total compensation for the year ($) | — | — | — | | Total Equity Award Adjustments ($)* | 6,444,864 | 894,651 | 169,779 |

  38. Pay Versus Performance

    *As part of this total, the grant date fair value of the PSA awards granted on August 28, 2025 to Mr. Grae was $3,389,631 and was included in the PEO’s 2025 SCT Total. At December 31, 2025, only certain of the performance-based milestones were deemed probable of achievement under ASC 718. Accordingly, $1,470,436 in year-end fair value of the milestones deemed probable of achievement was included in the Total Equity Award Adjustments above. The year-end fair value of milestones not deemed probable was excluded from the Total Equity Award Adjustments above, but could be included in future periods if achievement becomes probable.

  39. Pay Versus Performance

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  40. Pay Versus Performance

    | 3. | Reflects the average of the total compensation amounts reported in the SCT for Dr. Mushakov and Mr. Goldman for the respective years shown. | | 4. | Reflects the total compensation amounts reported in the SCT adjusted to include or exclude the amounts shown in the tables below. CAP is determined in accordance with SEC rules and does not reflect the actual average amount of compensation earned by or paid to Dr. Mushakov and Mr. Goldman during the applicable year. |

  41. Pay Versus Performance

    | Year | Average SCT Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($) | Average Compensation Actually Paid to Non- PEO NEOs $) | | 2025 | 4,546,616 | (3,815,969) | 3,869,176 | 4,599,823 | | 2024 | 1,028,446 | (444,779) | 537,103 | 1,120,770 | | 2023 | 725,878 | (171,069) | 101,928 | 656,737 |

  42. Pay Versus Performance

    The amounts deducted or added in calculating the equity award adjustments are as follows.

  43. Pay Versus Performance

    | Non-PEO NEOs | 2025 | 2024 | 2023 | | 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 ($)* | 2,710,300 | 361,478 | 138,320 | | The change, measured from the end of the prior fiscal year to the end of the most recently completed fiscal year, in the fair value of any equity awards granted in prior years that are unvested as of the end of the covered year ($) | 516,617 | 69,954 | (30,102) | | 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 ($) | 642,259 | 105,671 | (6,290) | | The dollar value of any dividends or earnings paid on equity awards in the fiscal year prior to the vesting date that are not otherwise included in total compensation for the year ($) | — | — | — | | Total Equity Award Adjustments ($)* | 3,869,176 | 537,103 | 101,928 |

  44. Pay Versus Performance

    *As part of this total, the grant date fair value of the PSA awards granted on August 28, 2025 to Dr. Mushakov and Mr. Goldman was $4,069,910 in the aggregate and was included in the Non-PEO NEOs’ 2025 SCT Total. At December 31, 2025, only certain of the performance-based milestones were deemed probable of achievement under ASC 718. Accordingly, $1,765,530 in year-end fair value of the milestones deemed probable of achievement was included in the Total Equity Award Adjustments above. The year-end fair value of milestones not deemed probable was excluded from the Total Equity Award Adjustments above, but could be included in future periods if achievement becomes probable.

  45. Pay Versus Performance

    | 5. | Reflects the cumulative value of $100 invested in Lightbridge stock on December 31, 2022. | | 6. | Reflects the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |

  46. 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 CAP 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. CAP 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 2025, 2024, and 2023, our net loss has increased, and the compensation actually paid for both our PEO and non-PEO NEOs increased in 2025 from 2024 and increased in 2024 from 2023. CAP and Cumulative TSR TSR increased in 2025 from 2024 and increased in 2024 from 2023, and the compensation actually paid for both the PEO and non-PEO NEOs also increased in 2025 from 2024 and in 2024 from 2023.

  47. Analysis of the Information Presented in the Pay Versus Performance Table

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  48. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  49. 2025 Director Compensation

    2025 Director Compensation For the fiscal year ended December 31, 2025, non-employee directors received the following compensation.

  50. Director Compensation Table

    Director Compensation Table The following table sets forth certain information concerning the compensation paid to our directors for services rendered to us during fiscal 2025. Mr. Grae received no additional compensation for his service as a director in 2025.

  51. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Sweta Chakraborty(2) | 70,000 | 410,800 | 480,800 | | Jesse Funches | 82,000 | 410,800 | 492,800 | | Sherri Goodman | 70,000 | 410,800 | 480,800 | | Daniel Magraw | 76,000 | 410,800 | 486,800 | | Mark Tobin | 78,000 | 410,800 | 488,800 |

  52. Director Compensation Table

    | 1. | The value of stock awards is the aggregate grant date fair market value computed in accordance with ASC 718. 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, 2025. The 2025 stock awards consist of: (1) 11,588 Annual RSAs with respect to each director, (2) 5,000 Additional RSAs with respect to each director, and (3) 15,000 Director PSAs with respect to each director. In the case of the Director PSAs, the grant date fair value is equivalent to the highest level of performance condition that may be achieved. | | | As of December 31, 2025, the aggregate number of outstanding stock awards held by each member of the Board was as follows: Dr. Chakraborty, 41,553 shares; Mr. Funches, 64,840 shares; Ms. Goodman, 51,847 shares; Mr. Magraw, 34,055 shares; and Mr. Tobin, 61,038 shares. | | | As of December 31, 2025 Mr. Magraw held stock options to purchase 9,248 shares of common stock. | | 2. | In 2025, Dr. Chakraborty’s cash payments were made directly to her company, Adapt to Thrive. |

  53. Director Compensation Table

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  54. 2026 Director Compensation

    2026 Director Compensation For the fiscal year ending December 31, 2026, non-employee directors will receive the following compensation.

  55. 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. 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 each of the nominees listed below.