UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

LIGHTBRIDGE CORPORATION

(Name of Registrant as Specified in Its Charter)

______________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PROXY STATEMENT
NOTICE OF 2024 ANNUAL MEETING OF
SHAREHOLDERS
APRIL 19, 2024

Fellow Stockholders:

On behalf of the Board of Directors, I invite you to join our 2024 Annual Meeting of Stockholders on Friday, April 19, 2024 at 11 a.m. Eastern Time. The annual meeting is a virtual meeting. Please refer to the Notice of Annual Meeting of Stockholders for instructions on how to access the virtual annual meeting.

The enclosed Notice of Annual Meeting of Stockholders and proxy statement describe the proposals to be considered and voted upon at the meeting. I encourage you to review the proxy materials and vote as soon as possible even if you are planning to join the virtual annual meeting on April 19, 2024. You may vote by telephone, over the Internet, or, if you receive these materials by mail, by completing, signing, dating, and returning the enclosed proxy card or voting instruction form.

We hope that all stockholders will attend the virtual meeting. Whether or not you plan to attend the virtual meeting, it is important that you be represented. Your vote is important to us.

Following the meeting, we will also review developments at Lightbridge and other items of general interest regarding the Company.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support of Lightbridge Corporation. We hope you are safe and healthy.

	Sincerely,
	Seth Grae
	President and Chief Executive Officer March 8, 2024

Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, VA 20190 USA 571.730.1200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 19, 2024

Dear Stockholder:

Notice is hereby given that the Annual Meeting of Stockholders (the “annual meeting”) of Lightbridge Corporation, a Nevada corporation (the “Company”), will be held on Friday, April 19, 2024 at 11 a.m., Eastern Time, for the following purposes:

1.	To elect the six persons named in the accompanying proxy statement to the Board of Directors of the Company;
2.	To approve an amendment to the Lightbridge Corporation 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 1,800,000 to 2,500,000;
3.	To approve, on an advisory basis, our executive compensation;
4.	To ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and;
5.	To transact such other business as may properly come before the annual meeting or any adjournment thereof.

If you owned our common stock at the close of business on February 28, 2024, you may attend and vote at the annual meeting.

The annual meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.virtualshareholdermeeting.com/LTBR2024 as described in the accompanying proxy statement. You will need to have your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials to join the annual meeting. There will be no physical location for stockholders to attend, and you will not be able to attend the annual meeting in person.

Your vote is important. Whether or not you plan to attend the virtual meeting, I hope that you will vote as soon as possible. You may vote your shares by either completing, signing, and returning the accompanying proxy card or casting your vote via a toll-free telephone number or over the Internet.

		Sincerely,
		Thomas Graham, Jr. Chairman March 8, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 19, 2024 This Notice, our proxy statement and our 2023 Annual Report are available online at http://materials.proxyvote.com/53224K

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY		ii
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		1
DIRECTORS AND EXECUTIVE OFFICERS		7
CORPORATE GOVERNANCE		12
Corporate Governance Guidelines		12
The Board and Committees of the Board		12
Governance Structure		12
The Board’s Role in Risk Oversight		12
Clawback Policy		13
Independent Directors		13
Audit Committee		13
Compensation Committee		14
Governance and Nominating Committee		14
Code of Business Conduct and Ethics		15
Transactions with Related Persons		15
Stockholder Communication with the Board of Directors		15
EXECUTIVE COMPENSATION		16
Compensation Discussion and Analysis		16
Executive Summary		16
Objectives of Our Compensation Plan		19
Executive Compensation Elements		21
Employment Agreements		23
Tax Considerations		24
No Hedging, Pledging or Short Sales Transactions Permitted		24
Report of the Compensation Committee		24
2023 Summary Compensation Table		25
Outstanding Equity Awards at Fiscal Year End		26
Potential Payments upon Termination or Change in Control		26
Equity Incentive Plans		27
Securities Authorized for Issuance under Equity Compensation Plans		27
Pay Versus Performance		27
Analysis of the Information Presented in the Pay Versus Performance Table		29
Director Compensation		30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		31
REPORT OF THE AUDIT COMMITTEE		32
PROPOSAL 1 – ELECTION OF DIRECTORS		33
PROPOSAL 2 – APPROVAL OF AN AMENDMENT OF THE LIGHTBRIDGE CORPORATION 2020 OMNIBUS INCENTIVE PLAN		36
PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION		44
PROPOSAL 4 – RATIFICATION OF INDEPENDENT AUDITORS		45
OTHER MATTERS		46
APPENDIX A LIGHTBRIDGE CORPORATION 2020 OMNIBUS INCENTIVE PLAN, AS AMENDED		A-1

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider. Please read the entire proxy statement carefully before voting.

Lightbridge Corporation 2024 Annual Meeting of Stockholders
Date and Time:	Friday, April 19, 2024 at 11 a.m., Eastern Time
Virtual Meeting:	This year’s meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/LTBR2024

Annual Meeting Agenda
Proposal			Page Numbers		Board Recommendation
1.	Election of directors		33		FOR all nominees
2.	Approval of an amendment to the 2020 Omnibus Incentive Plan		36		FOR
3.	Advisory vote on executive compensation		44		FOR
4.	Ratification of independent auditors		45		FOR

In addition, stockholders may be asked to consider any other business properly brought before the meeting.

Our Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by a plurality of votes cast. Thomas Graham, Jr., the current Chairman of the Company's Board of Directors is not standing for re-election at the annual meeting.

Committee Membership

Name and Position

Director Since

Independent

Audit

Comp

Gov/Nom

Seth Grae, President, CEO, and Director

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, Director

October 2006

Yes

☒

Chair

Mark Tobin, Director

September 2021

Yes

☒

Chair

Stockholder Outreach and Our Response

The Compensation Committee of the Board of Directors (the “Compensation Committee”) reviews the Company's executive compensation programs on a regular basis. At our 2023 annual meeting of stockholders, our advisory vote on executive compensation (the “say-on-pay vote”) received approval from 79.2% of the votes cast at the meeting compared to the prior year’s 88.0% approval. The Compensation Committee is committed to engaging with and responding to stockholders with the objective of increasing stockholder support for our executive compensation programs. While we maintain a pay for performance philosophy (more variable than fixed pay, annual incentives based on achievement of specific objectives, the use of appreciation-based stock options and restricted stock, etc.), the Compensation Committee felt it was critical to reach out directly to stockholders in order to understand the key drivers of the say-on-pay support and what actions the Compensation Committee might take to improve future vote results. As such, we met with stockholders and constituents to discuss executive compensation, corporate governance, and related matters.

As part of this process in 2023 and 2024, we contacted all of our major stockholders, accounting for an aggregate of approximately 42% of our shares outstanding at that time. Our outreach determined that shareholders either had no opinion or were generally supportive of our compensation programs.

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PROXY STATEMENT SUMMARY

As part of our Board of Directors’ commitment to engagement with our stockholders, we evaluate and respond to the views voiced by our stockholders on a regular basis. This dialogue with our stockholders has led to the reaffirmation of, or enhancements to, certain of our corporate governance and executive compensation practices, which our Board believes are in the best interest of our Company and our stockholders.

The Compensation Committee adopts strategic corporate milestone goals, which align executives with long-term stockholder value creation and are used to inform the Compensation Committee’s annual incentive payout determinations. All of our named executive officers participate in the Lightbridge Corporation Employee Stock Purchase Plan (the “ESPP”), and all of the ESPP shares are acquired on the open market. In 2023, we issued restricted stock awards to our executives as part of our long-term incentive compensation program. This, along with the ESPP, help to build share ownership and retention holding power among our executives.

We disclose in our proxy statement the realizable value of equity compensation granted to our Chief Executive Officer(“ CEO”) (see below), in light of the difference between the amount reported in the total compensation column of the Summary Compensation Table and the value actually realized by our CEO. We continue to provide this disclosure in this proxy statement to more clearly illustrate the alignment of CEO pay outcomes and stockholder value.

We plan to continue our outreach to our stockholders and continue to refine our stockholder engagement process to connect with our stockholders. 

The table below provides a comparison of the value of compensation elements for the CEO disclosed in the Summary Compensation Table from 2019-2023 and the compensation actually realizable by the CEO. The table illustrates that the CEO’s equity award values have realizable value below the grant-date fair value of awards, which is aligned with the stockholder experience over the same time period.

Summary Compensation Table compensation consists of (i) actual base salary; (ii) actual short-term incentive compensation received; and (iii) the fair value of all long-term incentive awards on the date of grant, calculated in accordance with the reporting requirements for the Summary Compensation Table. Realizable pay consists of (i) actual base salary; (ii) actual short-term incentive compensation received; and (iii) the intrinsic value of long-term incentive awards granted in each year from 2019 to 2023, as valued on December 31, 2023.

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Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, VA 20190 USA 571.730.1200

2024 PROXY STATEMENT

The Board of Directors (the “Board”) of Lightbridge Corporation, a Nevada corporation (the “Company,” “Lightbridge” or “we”) is furnishing this proxy statement and the accompanying proxy to you to solicit your proxy for the 2024 Annual Meeting of Stockholders (the “annual meeting”). The annual meeting will be held on Friday, April 19, 2024 at 11 a.m., Eastern Time. The annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is this proxy statement?

You are receiving this proxy statement and our annual report because our Board is soliciting your proxy to vote your shares at the annual meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares. The Company is making this proxy statement and the accompanying proxy first available on or about March 8, 2024.

What is the purpose of the annual meeting?

At the annual meeting, our stockholders will act upon the proposals described in this proxy statement. As in prior years, these proposals include, among others, the election of directors, an advisory vote on our executive compensation, and the ratification of the appointment of the Company’s independent registered public accounting firm (which we sometimes refer to as the “independent auditors”). In addition, we are asking stockholders to approve an increase to the number of shares of common stock authorized for issuance under our 2020 Omnibus Incentive Plan.

Who can attend the annual meeting?

All stockholders of record at the close of business on February 28, 2024, the record date, or their duly appointed proxies, may attend the annual meeting.

How can I attend the annual meeting?

The annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the annual meeting only if you were a stockholder of the Company as of the close of business on February 28, 2024, the record date. If your shares are held in the name of a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee in order to participate in the virtual annual meeting. No physical meeting will be held.

You will be able to attend the virtual annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/LTBR2024. You also will be able to vote your shares online by attending the annual meeting by webcast. To participate in the annual meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the annual meeting. If your shares are held in the name of a broker, bank, or other nominee, you should contact your broker, bank, or other nominee to obtain your 16-digit control number or otherwise vote through the broker, bank or other holder of record. However, even if you plan to attend the annual meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting.

In our desire to ensure that the virtual annual meeting provides stockholders with a meaningful opportunity to participate, stockholders will be able to ask questions of the Board and management both at the time of registration and during the annual meeting. Stockholders may submit questions during the annual meeting by typing questions in the question/chat section of the meeting screen. Questions relevant to meeting matters will be answered during the annual meeting, subject to time constraints and in accordance with the rules of conduct for the annual meeting. We will also post on our investor relations page at www.ltbridge.com/investors responses to questions relevant to meeting matters that are not answered during the annual meeting due to time constraints.

The virtual online meeting will begin promptly at 11 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

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Why are you holding a virtual meeting instead of a physical meeting?

The Board has decided to hold the annual meeting as a virtual-only meeting this year to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and to provide a consistent experience to all stockholders, regardless of location, and to otherwise support the health and well-being of our stockholders, directors, employees, and communities.

In the event that the logistics of the annual meeting change, we will announce such information as promptly as practicable. Please monitor our website at www.ltbridge.com for updated information. As always, we encourage you to vote your shares prior to the meeting.

What if I have technical difficulties or trouble accessing the virtual annual meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting website. If you encounter any difficulties accessing the virtual annual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting login page.

What proposals will be voted on at the annual meeting?

Stockholders will vote on five proposals at the annual meeting:

	·	Proposal 1 — The election of directors;
	·	Proposal 2 — Approval of an amendment to the 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 1,800,000 to 2,500,000;
	·	Proposal 3 — An advisory vote on our executive compensation; and
	·	Proposal 4 — The ratification of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

In addition, stockholders may transact other business that may properly come before the annual meeting and any and all adjournments or postponements of the annual meeting.

What are the Board’s recommendations?

Our Board recommends that you vote:

	·	FOR the election of each of the nominated directors;
	·	FOR approval of an amendment to the 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder from 1,800,000 to 2,500,000;
	·	FOR approval of our executive compensation; and
	·	FOR ratification of our independent auditors.

Will there be any other business on the agenda?

The Board knows of no other matters that are likely to be brought before the annual meeting. If any other matters properly come before the annual meeting, however, the persons named in the enclosed proxy card, or their duly appointed substitute acting at the annual meeting, will be authorized to vote or otherwise act on those matters in accordance with their judgment.

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Who is entitled to vote?

Only stockholders of record at the close of business on February 28, 2024, which we refer to as the record date, are entitled to notice of, and to vote at, the annual meeting. As of the record date, there were 13,941,480 shares of our common stock outstanding. Holders of common stock as of the record date are entitled to one vote for each share held for each of the proposals.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, you are considered, with respect to those shares, the “stockholder of record.” This proxy statement and our annual report have been sent directly to you by us.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” This proxy statement and the annual report have been forwarded to you by your broker, bank, or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote your shares by using the voting instructions included with your proxy materials.

How do I vote before the meeting?

If you are a stockholder of record, you may vote by proxy before the meeting through one of the following three methods:

	·	By Telephone — Stockholders located in the United States can vote by telephone by calling the number listed on the enclosed proxy card and following the instructions.
	·	By Internet — You can vote over the Internet by going to the link provided on the enclosed proxy card and following the instructions.
	·	By Mail — You can vote by mail by signing, dating, and mailing the enclosed proxy card.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EDT) on April 18, 2024.

If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting will also be offered to stockholders owning shares through certain banks and brokers.

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. You may specify how your shares should be voted for each of the proposals. If you grant a proxy without indicating your instructions, your shares will be voted as recommended by the Board, as set forth above under “What are the Board’s recommendations?”

May I vote at the virtual annual meeting?

You are entitled to vote your shares online by attending the annual meeting only if you are a stockholder as of the close of business on February 28, 2024, the record date. To participate in the annual meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the annual meeting. If your shares are held in the name of a broker, bank, or other nominee, you should contact your broker, bank, or other nominee to obtain your 16-digit control number or otherwise vote through the broker, bank, or other holder of record.

What constitutes a quorum?

A quorum is the presence, at the virtual meeting or by proxy, of the holders of one-third of the shares of the common stock entitled to vote. A quorum is required for the transaction of business at the annual meeting. Under Nevada law, an abstaining vote and a “broker non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the annual meeting.

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What is a “broker non-vote” and what is its effect on voting?

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares does not have the authority to vote on the matter with respect to those shares. This is generally referred to as a “broker non-vote.” Proposal 3 (ratification of auditors) involve matters that we believe will be considered routine under the relevant securities exchange rules. The “routine” treatment of this proposal does not affect the seriousness with which we treat it. All other proposals involve matters that we believe will be considered non-routine. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided by such organization.

What is required to approve each item?

	·	For Proposal 1 (election of directors), a plurality of the votes cast is required for the election of directors. This means that the six director nominees receiving the greatest number of FOR votes will be elected to the Board. You may vote “FOR” or “WITHHOLD” with respect to the election of directors. Only votes FOR are counted in determining whether a plurality has been cast in favor of a director. Abstentions and broker non-votes are not counted for purposes of the election of directors.
	·	For each of Proposal 2 (approval of an amendment to our 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder), Proposal 3 (advisory vote on executive compensation) and Proposal 4 (ratification of independent auditors) and any other business that may properly come before the annual meeting, the number of affirmative votes cast in favor of the proposal must exceed the number of votes cast against the proposal for approval of each proposal. You may vote “FOR”, “AGAINST”, or “ABSTAIN” with respect to Proposal 2, Proposal 3, and Proposal 4. Abstentions and broker non-votes are not counted for purposes of Proposal 2, Proposal 3 or Proposal 4 or any other business that may properly come before the annual meeting.

Stockholders may not cumulate votes in the election of directors, which means that each stockholder may vote no more than the number of shares he or she owns for a single director candidate.

How will shares of common stock represented by properly executed proxies be voted?

All shares of common stock represented by proper proxies will, unless such proxies have previously been revoked, be voted in accordance with the instructions indicated in such proxies. If you submit an executed proxy, but do not provide voting instructions, your shares will be voted in accordance with the Board’s recommendations as set forth above under “What are the Board’s recommendations?” In addition, if any other matters properly come before the annual meeting, the persons named in the enclosed proxy, or their duly appointed substitute acting at the annual meeting, will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Can I change my vote or revoke my proxy?

Yes. Any stockholder executing a proxy has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to exercise by:

	·	submitting a written notice of revocation of your proxy by mail to:
		Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, VA 20190 Attention: Corporate Secretary

	·	submitting a properly signed proxy card bearing a later date to the address immediately above;
	·	voting over the Internet or by telephone per the instruction included herein; or
	·	voting at the meeting using the electronic voting options during the live webcast.

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What does it mean if I receive more than one proxy?

If your shares are registered under different names or are in more than one account, you may receive more than one set of proxy materials. To ensure that all your shares are voted, please vote by telephone or through the Internet using each personal identification number you are provided, or complete, sign, and date the multiple proxy cards relating to your multiple accounts. We encourage you whenever possible to have all accounts registered in the same name and address. You can accomplish this by contacting our transfer agent, Computershare Trust Company at (800) 962-4284.

Who paid for this proxy solicitation?

The cost of preparing, printing, assembling, and mailing this proxy statement and other material furnished to stockholders in connection with the solicitation of proxies is borne by us.

How do I learn the results of the voting at the annual meeting?

Final results will be published in a Current Report on Form 8-K filed with the SEC within four business days of the annual meeting.

How are proxies solicited?

In addition to the solicitation of proxies by mail, our officers, directors, employees, and agents may solicit proxies by written communication, telephone, or personal call. These persons will receive no special compensation for any solicitation activities. We will reimburse banks, brokers, and other persons holding common stock for their expenses in forwarding proxy solicitation materials to beneficial owners of our common stock. We have engaged Advantage Proxy, Inc. to assist us with the solicitation of proxies for the annual meeting. We expect to pay Advantage Proxy, Inc. approximately $7,500, plus expenses, for its services.

What is “householding?”

“Householding” means that we deliver a single set of proxy materials when requested to households with multiple stockholders, provided certain conditions are met. Householding reduces our printing and mailing costs.

If you or another stockholder of record sharing your address would like to receive an additional copy of the proxy materials, we will promptly deliver it to you upon your request in one of the following manners:

	·	by sending a written request by mail to:
		Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, VA 20190 Attention: Corporate Secretary

·

by calling our Corporate Secretary at 571-730-1200.

If you would like to opt out of householding in future mailings, or if you are currently receiving multiple mailings at one address and would like to request household mailings, you may do so by contacting our Corporate Secretary as indicated above.

Can I receive future stockholder communications electronically through the Internet?

Yes. You may elect to receive future notices of meetings, proxy materials, and annual reports electronically through the Internet. To consent to electronic delivery, vote your shares using the Internet. At the end of the Internet voting procedure, the on-screen Internet voting instructions will tell you how to request future stockholder communications be sent to you electronically.

Once you consent to electronic delivery, you must vote your shares using the Internet and your consent will remain in effect until withdrawn. You may withdraw this consent at any time during the voting process and resume receiving stockholder communications in print form.

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Whom may I contact for further assistance?

If you have any questions about giving your proxy or require any assistance, please contact our Corporate Secretary:

	·	by mail, to:
		Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, VA 20190 Attention: Corporate Secretary

·

by telephone at 571-730-1200.

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DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the names of our current directors, all of whom, except for Thomas Graham, Jr., are standing for re-election, and our executive officers, their ages as of February 28, 2024, 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.

Name		Age		Position with Lightbridge		Director Since
Seth Grae		60		President, CEO and Director		April 2006
Thomas Graham, Jr.		90		Chairman		April 2006
Sweta Chakraborty		39		Director		September 2021
Jesse Funches		76		Director		August 2021
Sherri Goodman		64		Director		April 2023
Daniel B. Magraw		77		Director		October 2006
Mark Tobin		50		Director		September 2021
Larry Goldman		67		Chief Financial Officer and Corporate Secretary		—
Andrey Mushakov		47		Executive Vice President, Nuclear Operations		—

Board Diversity Matrix (As of February 28, 2024)
Total Number of Directors	7
	Female	Male	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	5	—
Part II: Demographic Background
African American	—	1	—
Asian	1	—	—
White	1	4	—
Did Not Disclose Demographic Background	—

Name

Position with Lightbridge and Principal Occupations

Seth Grae   Position: President, Chief Executive Officer, and Director

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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Thomas Graham, Jr.   Position: Chairman of the Board

Ambassador Graham became a director of the Company on April 2, 2006, was made Executive Chairman of the Board and Corporate Secretary on April 4, 2006 and has served as non-Executive Chairman of the Board since May 1, 2020. He is one of the world’s leading experts on nuclear non-proliferation and has served as a senior U.S. diplomat involved in the negotiation of every major international arms control and non-proliferation agreement involving the United States during the period from 1970 to 1997, including the Strategic Arms Limitations Talks (the Interim Agreement on Strategic Offensive Arms and the Anti-Ballistic Missile Treaty, and the SALT II Treaty), the Strategic Arms Reduction Talks (START Treaty), the Intermediate Nuclear Forces Treaty, the Nuclear Non-Proliferation Treaty Extension, the Conventional Armed Forces in Europe Treaty, and the Comprehensive Test Ban Treaty. In 1993, Ambassador Graham served as the Acting Director of the U.S. Arms Control and Disarmament Agency (ACDA), and for seven months in 1994 served as the Acting Deputy Director. From 1994 through 1997, he served as the Special Representative of the President of the United States for Arms Control, Non-Proliferation and Disarmament with the rank of Ambassador, and in this capacity successfully led U.S. government efforts to achieve the permanent extension of the Nuclear Non-Proliferation Treaty in 1995. He also served for 15 years as the general counsel of ACDA.   Ambassador Graham worked on the negotiation of the Chemical Weapons Convention and the Biological Weapons Convention. He drafted the implementing legislation for the Biological Weapons Convention and managed the Senate approval of the ratification of the Geneva Protocol banning the use in war of chemical and biological weapons. Mr. Graham served as a member of the International Advisory Board for the nuclear program of the United Arab Emirates from 2009 to 2017. He is also Chairman of the Board of CanAlaska Uranium Ltd. of Vancouver, Canada, a uranium exploration company. In 2019, he was selected as Co-Chair of the Nuclear Energy and National Security Coalition of the Atlantic Council and was elected to the Editorial Board of the Marine Corps University Press.   Ambassador Graham received an A.B. in 1955 from Princeton University and a J.D. in 1961 from Harvard Law School. He is a member of the Kentucky, District of Columbia, and New York bar associations and is a member of the Council on Foreign Relations. He chaired the Committee on Arms Control and Disarmament of the American Bar Association from 1986-1994. Ambassador Graham received the Trainor Award for Distinction in Diplomacy from Georgetown University in 1995 and the World Order Under Law award from the International Law Section of the American Bar Association in 2007. He has taught at a number of universities as an adjunct professor including the University of Virginia Law School, Georgetown University Law Center, Georgetown University School of Foreign Service, the University of Washington, the University of Tennessee, Stanford University, and Oregon State University. He has published twelve books including non-fiction books, such as Disarmament Sketches in 2002, Spy Satellites in 2007, The Alternate Route: Nuclear Weapon Free Zones and Seeing the Light, the Case for Nuclear Power in the 21st Century in 2017, and Unending Crisis in 2012, as well as two novels.

Sweta Chakraborty   Position: 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 2019, 2020, and 2021 and a speaker at TEDxCalgary 2020. Dr. Chakraborty has written extensively in peer-reviewed journals, 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.

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Jesse Funches   Position: 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.   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   Position: 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.   Since October 2022, Ms. Goodman has served as Vice-Chair of the US Secretary of State’s International Security Advisory Board and since 2019 has served as Secretary General of the International Military Council on Climate & Security, representing over 40 military and national security organizations addressing the security risks of a changing climate. Ms. Goodman is a Senior Fellow at the Woodrow Wilson International Center’s Polar Institute and Environmental Change & Security Program, as well as a Senior Strategist at the Center for Climate & Security, positions she has held since 2016 and 2017, respectively. Since 2018, Ms. Goodman has chaired the Board of the Council on Strategic Risks and since April 2020, has chaired the External Advisory Board on Energy and Homeland Security for Sandia National Laboratories. She serves on the Climate Council of the US EXIM Bank and on the National Academies’ Advisory Board of the US Global Change Research Program. She also currently serves on the board of Schneider Electric Building Critical Systems, Inc. and on the Advisory Board of Muon Space. Ms. Goodman is a Board Director of the Atlantic Council and a Life Member of the Council on Foreign Relations.   Ms. Goodman is the former President and CEO of the Consortium for Ocean Leadership, a position she held from February 2015 to January 2016. Prior to her time at the Consortium for Ocean Leadership, Ms. Goodman served as Senior Vice President and General Counsel of the US Center for Naval Analyses (CNA) beginning in February 2001-January 2015, where she founded the CNA Military Advisory Board. Ms. Goodman served as the first Deputy Undersecretary of Defense (Environmental Security) from 1993 to 2001, where she was responsible for environmental, energy, safety, and occupational health for the US Department of Defense. Ms. Goodman served on the staff of the Senate Armed Services Committee where she was responsible for oversight of the Department of Energy’s nuclear weapons complex, including research and development of nuclear materials and national labs, and environmental cleanup and management. She has practiced law at Goodwin Procter, as both a litigator and environmental attorney, and has worked at RAND Corporation and Science Applications International Corporation (SAIC).   Ms. Goodman received her undergraduate degree from Amherst College and also holds degrees from Harvard Law School and Harvard Kennedy School.

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Daniel B. Magraw   Position: 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 was 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   Position: Director

Mr. Tobin became a director of the Company in September 2021. Mr. Tobin is a global finance and strategy executive with over 26 years of experience in international investment banking and public company leadership. Currently, Mr. Tobin serves as Chief Financial Officer of Camp Construction Services, a leading national provider in construction management services for multi-family and commercial clients, a position he has held since 2023. 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 Construction 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, a supplier of industrial print solutions, 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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Larry Goldman   Position: 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 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   Position: 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 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 Fuel™. Prior to that, 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 Fuel™ 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 Fuel™.   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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CORPORATE GOVERNANCE

Our corporate governance practices and policies are designed to promote stockholder value. We are committed to the highest standards of corporate ethics and diligent compliance with financial accounting and reporting rules. Our Board provides independent leadership in the exercise of its responsibilities. Our management oversees a system of internal controls and compliance with corporate policies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor, and integrity.

Corporate Governance Guidelines

We and our Board are committed to high standards of corporate governance as an important component in building and maintaining stockholder value. To this end, we regularly review our corporate governance policies and practices to ensure that they are consistent with the high standards of other companies. We also closely monitor guidance issued or proposed by the SEC, as well as the emerging best practices of other companies. Our current corporate governance guidelines are available on the Company’s website www.ltbridge.com.

The Board and Committees of the Board

The Company is governed by the Board, which currently consists of seven members: Seth Grae, Thomas Graham, Sweta Chakraborty, Jesse Funches, Sherri Goodman, Daniel Magraw and Mark Tobin. 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. Currently, Mr. Graham serves as the Chairman of the Board. The Board has established three committees: the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee. The Board, upon recommendation by the Governance and Nominating Committee, disbanded the Environmental Impact Committee, Energy Security & National Security Committee, and Executive Committee on February 27, 2024. The Board disbanded these committees because it believes that the topics previously assigned to such committees are better addressed by the full Board.

 Each of the Audit Committee, Compensation Committee, and Governance and Nominating Committee are comprised entirely of independent directors. From time to time, the Board may establish other committees. The Board met four times in 2023. The Board has adopted a written charter for each of its committees, which are available on the Company’s website www.ltbridge.com. Each director attended at least 75% of all meetings of the Board and each committee on which he or she served during 2023. Pursuant to the Company’s corporate governance guidelines, directors are encouraged to attend the annual meeting of stockholders, and one director attended the Company’s 2023 annual meeting.

Governance Structure

Our Board regularly reviews its leadership structure and evaluates whether any change to the structure is warranted. The leadership structure of the Company may vary over time as the demands of the business and the composition of the Board change, and the Board may utilize this flexibility to establish the most appropriate structure at any given time. The Company currently separates the roles of the Chairman of the Board and the Chief Executive Officer (“CEO”). The Board has chosen to implement such a governance structure to allow our CEO the ability to focus the majority of his time and efforts on the day-to-day operations of the Company. We believe that this governance structure served the Company’s stockholders well over the years.

Thomas Graham, Jr., the current Chairman of the Board will not be standing for re-election at the annual meeting. In light of this decision, the Board anticipates appointing a new Chairman of the Board promptly following the annual meeting.

The Board’s Role in Risk Oversight

The Board oversees that the assets of the Company are properly safeguarded, that the appropriate financial and other controls are maintained, and that the Company’s business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board’s oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful, and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve its objectives.

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While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board. The Board and the Audit Committee monitor and evaluate the effectiveness of these internal controls and the risk management program at least annually. Management communicates routinely with the Board, Board committees, and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

The Board implements its risk oversight function both as a whole and through its committees. Much of the work is delegated to various committees, which meet regularly and report back to the full Board. All committees play significant roles in carrying out the risk oversight function. In particular:

	·	The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting, and legal matters. The Audit Committee oversees the internal audit function and the Company’s ethics programs, including the Code of Business Conduct and Ethics. The Audit Committee members meet separately with representatives of the independent auditing firm.
	·	The Compensation Committee evaluates the risks and rewards associated with the Company’s compensation philosophy and programs. The Compensation Committee reviews and approves compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. Management discusses with the Compensation Committee the procedures that have been put in place to identify and mitigate potential risks in compensation.

Clawback Policy

During 2023, we adopted a compensation recovery policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq rules that became effective as of December 1, 2023. Under the policy, in the event of certain accounting restatements, we will be required to recover erroneously received incentive‑based compensation from our executive officers representing the excess of the amount actually received over the amount that would have been received had the financial statements been correct in the first instance. The compensation committee has discretion to make certain exceptions to the clawback requirements (when permitted by Nasdaq rules) and ultimately determine whether any adjustment will be made.

Independent Directors

In considering and making decisions as to the independence of each of the directors of the Company, the Board and the Governance and Nominating Committee considered transactions and relationships between the Company (and its subsidiaries) and each director (and each member of such director’s immediate family and any entity with which the director or family member has an affiliation such that the director or family member may have a material indirect interest in a transaction or relationship with such entity). The Board, upon recommendation from the Governance and Nominating Committee, has determined that Dr. Chakraborty, Mr. Funches, Ms. Goodman, Mr. Magraw, and Mr. Tobin are independent as defined in applicable SEC and Nasdaq rules and regulations, and that each constitutes an “Independent Director” as defined in Nasdaq Listing Rule 5605. Such members constitute a majority of the entire Board.

Audit Committee

Our Audit Committee consists of Mr. Funches, Mr. Magraw, and Mr. Tobin, each of whom is “independent” as that term is defined under the Nasdaq listing standards. The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of the Company. Mr. Funches is chair of the Audit Committee and an audit committee financial expert as that term is defined by the applicable SEC rules. The Audit Committee is responsible for, among other things:

	·	selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;
	·	reviewing with our independent auditors any audit problems or difficulties and management’s response;
	·	reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K;
	·	discussing the annual audited financial statements with management and our independent auditors;

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	·	reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant internal control deficiencies;
	·	overseeing the Company's cybersecurity risk management;
	·	annually reviewing and reassessing the adequacy of our Audit Committee charter;
	·	meeting separately and periodically with management and our internal and independent auditors;
	·	reporting regularly to the full Board; and
	·	such other matters that are specifically delegated to our Audit Committee by our Board from time to time.

The Audit Committee met four times during 2023.

Compensation Committee

Our Compensation Committee consists of Dr. Chakraborty Mr. Funches, Mr. Magraw, and Mr. Tobin, each of whom is “independent” as that term is defined under the Nasdaq listing standards. Our Compensation Committee assists the Board in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. The Compensation Committee is responsible for, among other things:

	·	approving and overseeing the compensation package for our executive officers;
	·	reviewing and making recommendations to the Board with respect to the compensation of our directors;
	·	reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of those goals and objectives, and setting the compensation level of our Chief Executive Officer based on this evaluation;
	·	reviewing periodically and making recommendations to the Board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, short-term incentive programs, employee pension and welfare benefit plans; and
	·	administering the Company's incentive compensation recoupment, or “clawback,” policy.

Under its charter, the Compensation Committee has sole authority to retain and terminate outside counsel, compensation consultants retained to assist the Compensation Committee in determining the compensation of the Chief Executive Officer or senior executive officers, or other experts or consultants, as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms. The Compensation Committee may also form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Compensation Committee. The Compensation Committee may from time to time seek recommendations from the executive officers of the Company regarding matters under the purview of the Compensation Committee, though the authority to act on such recommendations rests solely with the Compensation Committee.

The Compensation Committee met five times during 2023.

Governance and Nominating Committee

Our Governance and Nominating Committee consists of Dr. Chakraborty, Ms. Goodman, and Mr. Magraw, each of whom is “independent” as that term is defined under the Nasdaq listing standards. The Governance and Nominating Committee assists the Board in identifying individuals qualified to become our directors and in determining the composition of the Board and its committees. The Governance and Nominating Committee is responsible for, among other things:

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	·	identifying and recommending to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy;
	·	reviewing annually with the Board the current composition of the Board in light of the characteristics of independence, age, skills, diversity, experience, and availability of service to us;
	·	identifying and recommending to the Board the directors to serve as members of the Board’s committees; and
	·	monitoring compliance with our Code of Business Conduct and Ethics.

Our Governance and Nominating Committee does not have a specific policy with regard to the consideration of candidates recommended by stockholders; however, any nominees proposed by our stockholders will be considered on the same basis as nominees proposed by the Board. If you or another stockholder want to submit a candidate for consideration to the Board, you may submit your proposal to our Corporate Secretary:

	·	by sending a written request by mail to:
		Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, VA 20190 Attention: Corporate Secretary

·

by calling our Corporate Secretary at 571-730-1200.

The Governance and Nominating Committee met four times during 2023.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, officers, and employees. A copy of this policy is available via our website at https://www.ltbridge.com/investors/corporate-governance/governance-documents. The contents of the Company’s website are not incorporated by or made a part hereof for any purpose.

During the fiscal year ended December 31, 2023, there were no waivers of our Code of Business Conduct and Ethics. We intend to disclose future amendments to the Code of Business Conduct and Ethics or any waivers of its requirements on our website.

Transactions with Related Persons

The Audit Committee reviews any transaction, arrangement or relationship that is greater than $120,000 in which any related party (directors, director nominees, executive officers, 5% stockholders and immediate family of such persons) has a direct or indirect interest in the approval of the related party transaction. The Audit Committee considers, among other factors, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under similar circumstances, the extent of the related party’s interest in the transaction, the approximate dollar value of the transaction, and whether the proposed transaction includes any potential reputational risk to the Company.

None of our directors, director nominees, executive officers, 5% stockholders, or immediate family members of such persons has been involved in any transactions with us, which are required to be disclosed pursuant to Item 404 of Regulation S-K.

Stockholder Communication with the Board of Directors

Stockholders may communicate with the Board, including non-management directors, by sending a letter to our Board, c/o Corporate Secretary, Lightbridge Corporation, 11710 Plaza America Drive, Suite 2000, Reston, VA 20190 USA, for submission to the Board or committee or to any specific director to whom the correspondence is directed. Stockholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial stockholder of the Company. All communications received as set forth above will be opened by the Corporate Secretary or his designee for the sole purpose of determining whether the contents contain a message to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials, or matters deemed, using reasonable judgment, inappropriate for the Board will be forwarded promptly to the chairman of the Board, the appropriate committee, or the specific director, as applicable.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section, we discuss our compensation philosophy and describe the compensation program for our senior executives. We also explain how the Compensation Committee determines compensation for our senior executives and its rationale for specific 2023 decisions. In addition, we discuss numerous changes the Compensation Committee has made to our program over the past several years to advance its fundamental objective: aligning our executive compensation with the long-term interests of our stockholders.

The Compensation Discussion and Analysis describes the compensation of the following named executive officers (“NEOs”):

Name		Title
Seth Grae		President, Chief Executive Officer, and Director
Andrey Mushakov		Executive Vice President, Nuclear Operations
Larry Goldman		Chief Financial Officer

Executive Summary

Our executive compensation program is designed to attract and retain qualified management personnel, to align our management’s interests with that of our stockholders, and to reward exceptional organizational and individual performance. Performance of our executives is evaluated based on financial and non-financial goals that balance achievement of short-term goals related to the continued development of the Company’s fuel technology and business and long-term goals that seek to maximize stockholder value.

2023 Say-on-Pay Results and 2024 Compensation Changes

At our 2023 annual meeting of stockholders, our advisory vote on executive compensation (the “say-on-pay vote”) received approval from 79.2% of the votes cast at the meeting, which was lower than the prior year’s 88.0% approval. The Compensation Committee is committed to engaging with and responding to stockholders with the objective of increasing stockholder support for our executive compensation programs. While we maintain a pay for performance philosophy (more variable than fixed pay, annual incentives based on achievement of specific objectives, the use of appreciation-based stock options and restricted stock, etc.), the Compensation Committee felt it was critical to reach out directly to stockholders in order to understand the key drivers of the say-on-pay support and/or what actions the Compensation Committee might take to improve future vote results. As such, we met with stockholders and constituents to discuss executive compensation, corporate governance, and related matters.

As part of this process in 2023 and 2024, we contacted all of our major stockholders, accounting for an aggregate of approximately 42% of our shares outstanding at that time. Our outreach determined that shareholders either had no opinion or were generally supportive of our compensation programs and that the use of an outside compensation advisory firm to determine compensation packages was an acceptable practice.

As part of our Board’s commitment to engagement with our stockholders, we evaluate and respond to the views voiced by our stockholders on a regular basis. This dialogue with our stockholders has led to the reaffirmation of, or enhancements to, certain of our corporate governance and executive compensation practices, which our Board believes are in the best interest of our Company and our stockholders.

The Compensation Committee adopts strategic corporate milestone goals, which align executives with long-term stockholder value creation and are used to inform the Compensation Committee’s annual incentive payout determinations. All of our NEOs participate in the Lightbridge Corporation Employee Stock Purchase Plan (the “ESPP”), and all of the ESPP shares are acquired on the open market. In 2023, we issued restricted stock awards to our executives as part of our long-term incentive compensation program. This along with the ESPP helps to build share ownership and retention holding power among our executives and is supported by our annual short-term incentive program, which incentivizes our NEOs toward annual operational, strategic, and milestone-based objectives that are aligned with long-term value creation.

We disclose in our proxy statement the realizable value of equity compensation granted to our CEO (see below), in light of the difference between the amount reported in the total compensation column of the Summary Compensation Table and the value actually realizable by our CEO. Realizable pay also differs from the “Compensation Actually Paid” presented in the Pay-Versus-Performance section of this proxy statement and represents a view of the current value of equity awards for the CEO as of December 31, 2023. We continue to provide this disclosure in this proxy statement to clearly illustrate the alignment of CEO pay outcomes and stockholder value.

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We have and plan to continue our outreach to stockholders and continue to refine our stockholder engagement process to connect with our stockholders. 

2023 Accomplishments

The Company achieved significant strategic goals during 2023 including the following,

	·	In the fourth quarter of 2023, we entered into an agreement with Centrus Energy Corp. to conduct a front-end engineering and design (FEED) study to construct a Lightbridge Pilot Fuel Fabrication Facility (LPFFF) at the American Centrifuge Plant in Piketon, Ohio. The FEED study will identify infrastructure and licensing requirements as well as the estimated cost and construction schedule for the LPFFF. Centrus’ wholly-owned subsidiary, American Centrifuge Operating, LLC, will lead the study.
	·	Also, in the fourth quarter of 2023, we engaged Institutul de Cercetări Nucleare Pitești, a subsidiary of Regia Autonoma Tehnologii pentru Energia Nucleara in Romania to perform an engineering study to assess the compatibility and suitability of Lightbridge Fuel™ for use in Canada Deuterium Uranium (CANDU)-type pressurized heavy water reactors. This assessment will cover key areas including mechanical design, neutronics analysis, and thermal and thermal-hydraulic evaluations. The findings from this engineering study will play an important role in guiding future economic evaluations and navigating potential regulatory licensing-related issues for potential use of Lightbridge Fuel™ in CANDU reactors.
	·	In the second half of 2022, Lightbridge entered into agreements, with an initial duration of seven years, with Idaho National Laboratory (INL), in collaboration with the U.S. Department of Energy (DOE), to support the development of Lightbridge Fuel™. We worked with INL to complete and issue a Quality Implementation Plan (QIP) for our collaborative project at INL. The QIP was an essential first step to ensure all future work performed at INL on the project would meet the U.S. Nuclear Regulatory Commission’s quality assurance requirements. We are currently working with INL to demonstrate casting of delta-phase uranium-zirconium ingots with depleted uranium using existing INL equipment. As part of that effort, we have recently been able to cast initial ingots using depleted uranium and zirconium alloy materials that are currently undergoing characterization. Our next step is to scale up the ingot size to make it suitable for extrusion and then conduct initial extrusions from the scaled-up ingots.
	·	We are working with Texas A&M University, NuScale Power, and Structural Integrity Associates on a $1 million study funded by the DOE’s Nuclear Energy University Program (NEUP) R&D Awards. The project entails a comprehensive characterization of the performance of the Lightbridge Fuel™ Helical Cruciform advanced fuel design, which will generate unique sets of experimental data of friction factor, flow, and heat transfer behavior under NuScale’s SMR simulated normal and off-normal conditions.
	·	To support establishment of domestic high-assay low-enriched uranium (HALEU) infrastructure, the DOE announced on December 7, 2022 the creation of a HALEU Consortium with the purposes of (i) providing the Secretary of Energy HALEU demand estimates for domestic commercial use, (ii) purchasing HALEU made available to members for commercial use under the program, (iii) carry out demonstration projects using HALEU under the program, and (iv) identifying actionable opportunities to improve the reliability of the HALEU supply chain. On January 12, 2023, the Company was approved as a member of the HALEU Consortium.

Philosophy of Our Compensation Program

Our compensation program is centered around a philosophy that focuses on alignment of interests between management and stockholders, management retention, and pay for performance. There is now keen competition for personnel with knowledge in the nuclear industry. We believe this philosophy allows us to compensate our NEOs competitively, while simultaneously ensuring continued development and achievement of key business strategy goals. The Compensation Committee firmly believes that our pay-for-performance philosophy should recognize both short- and long-term performance and should include both cash and equity compensation arrangements that are supported by strong corporate governance, including active and effective oversight by the Compensation Committee.

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To that end, we have implemented the following policies and practices:

	·	Significant Variable Compensation. A significant portion of NEO target compensation is granted in equity (e.g. stock options, restricted stock units (RSUs) and 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 (49% salary, 25% short-term incentive compensation and 26% equity for the NEOs). The realizable pay analysis, provided below, illustrates the at-risk nature of Lightbridge’s executive pay programs for the CEO (and by extension, the other 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 2023. 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.

Pay for Performance and Realizable Compensation

One way to demonstrate our pay-for-performance alignment is to review “realizable pay,” which is an updated valuation of the compensation that could be realized by our executives, as compared to the value of compensation awarded as reported in our Summary Compensation Table or “Compensation Actually Paid” as reported in the Pay Versus Performance section, both of, which immediately follows this Compensation Discussion and Analysis. Because a significant amount of our executive compensation includes long-term equity incentive compensation, the amount of compensation that an executive can “realize” based on prior awards fluctuates over time based on our stock price.

The accompanying compensation chart illustrates the 5-year aggregate realizable pay for Mr. Grae, our Chief Executive Officer, valued at the end of 2023, in contrast to the five-year aggregate total direct compensation amount reflected under the reporting requirements for the Summary Compensation Table. The value of equity awards included in the Summary Compensation Table is based on the grant date fair value of such awards, which is highly dependent on the price of our common stock at the time of grant. Due to the significant at-risk nature of historical equity awards made to Mr. Grae, “realizable” compensation for Mr. Grae is 10% lower than the amounts shown in the Summary Compensation Table and long-term incentive realizable value is 37% lower than the grant-date fair value over the aggregate 2019-2023 period. Most of Lightbridge's equity awards are currently valued below their grant-date value but provide significant incentive to create stockholder value as Lightbridge works to commercialize its next generation nuclear fuel technology.

We believe the chart below provides a useful supplemental perspective to assist our stockholders in understanding our executive compensation program, as it demonstrates how the value of compensation realizable by our CEO is tied to the performance of the Company.

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Summary Compensation Table and Realizable Pay included in the chart above consists of (i) actual base salary; (ii) actual short-term incentive compensation received; and (iii) the fair value of all long-term incentive awards on the date of grant, calculated in accordance with the reporting requirements for the Summary Compensation Table. Realizable Pay included in the chart above consists of (i) actual base salary; (ii) actual short-term incentive compensation received; and (iii) the intrinsic value of long-term incentive awards granted in each year from 2019 to 2023 valued on December 31, 2023.

Objectives of Our Compensation Plan

The Compensation Committee has outlined the following objectives for compensation of our NEOs and considers such objectives in making compensation decisions:

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, stock, and options.
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 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 both a “non-employee director” within the meaning of Rule 16b-3 of 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. The responsibilities of the Compensation Committee, as stated in its charter, include the following:

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	·	review and make such recommendations to the Board as the Compensation Committee deems advisable with regard to all incentive-based compensation plans and equity-based plans;
	·	review and approve the corporate goals and objectives that may be relevant to the compensation of the Company’s NEOs;
	·	evaluate the performance of the NEOs in light of the goals and objectives that were set and determine and approve the compensation of the NEOs based on such evaluation; and
	·	review and approve the recommendations of the CEO with regard to the compensation of all officers of the Company other than the CEO.

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 both 2022 and 2023, 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 2023 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.

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 2023 performance: keep spending on corporate general and administrative expenses, including outside professional fees, on budget; execute on key fuel development milestones; secure additional government funding support for our project; complete one or more pre-determined strategic corporate initiatives; and meet certain individual 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. 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 2023, again with the assistance of Pay Governance, the peers were reviewed for continued appropriateness and the composition of the peer group was revised. The 2023 peer group consist of the following companies:

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·        Beam Global	·        CVD Equipment Corporation
·        Centrus Energy Corp.	·        GSE Systems, Inc.
·        Gevo, Inc.	·        Nuvve Holding Corp.
·        NuScale Power Corporation	·        Ocean Power Technologies, Inc.
·        NVE Corporation	·        Research Frontiers Incorporated
·        Perma-Fix Environmental Services	·        Westwater Resources, Inc
·        Uranium Energy Corp.

In 2023, under advisement from Pay Governance, the Company removed Capstone Green Energy Corporation from its peer group due to the fact that Capstone Green Energy has filed for Chapter 11 bankruptcy. The Compensation Committee reviewed compensation data for the peer group at the 25^th, 50^th, and 75^th percentiles and considers the competitive data as one factor in setting compensation levels for the NEOs.

Executive Compensation Elements

Overview and Compensation Mix

The following table illustrates the principal elements of the Company’s executive compensation program, each of which is evaluated and updated on an annual basis by the Compensation Committee:

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

In addition to the above-mentioned elements, the Company also provides a retirement, health, and welfare benefit component to the executive compensation program.

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The 2023 and 2024 compensation mix for the Company’s NEOs demonstrates the Company’s philosophy regarding significant long term and performance-based compensation. The following is a summary of the components of the compensation policy for the Company’s NEOs.

Fixed Compensation

Base Salary. The Compensation Committee establishes base salaries for our executives based on the scope of their responsibilities and takes into account competitive market compensation paid by comparable companies. The Company believes that a competitive compensation program will enhance its ability to attract and retain senior executives. In each case, the Compensation Committee takes into account each officer’s (i) current and prior compensation, (ii) scope of responsibilities, (iii) experience, (iv) comparable market salaries and (v) the Company’s achievement of performance goals (both financial and non-financial). The Compensation Committee also (x) has the opportunity to meet with the officers at various times during the year, which allows the Compensation Committee to form its own assessment of each individual’s performance and (y) reviews reports of the CEO presented to the Compensation Committee, evaluating each of the other officers, including a review of their contributions and performance over the past year, strengths, weaknesses, development plans and succession potential.

In November 2023, after taking into account the above-mentioned factors, historical base salaries, the performance of the NEOs, and the Company’s need to preserve capital, the Compensation Committee approved a 5% increase in the base salaries of Mr. Grae, Dr. Mushakov, and Mr. Goldman, as follows:

Name and Title		2023 Base Salary				2024 Base Salary				2023 to 2024 Increase
Seth Grae, President and CEO		$	542,756			$	569,894				5.0	%
Andrey Mushakov, EVP, Nuclear Operations		$	338,513			$	355,439				5.0	%
Larry Goldman, CFO		$	313,173			$	328,832				5.0	%

For more information about the 2023 base salaries for each of our NEOs, please see the 2023 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 2023, 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.

Goal		Scorecard Weight				2023 Actual Payout %
Keep spending to budget on corporate general and administrative expenses			25	%			37.5	%
Execute on key fuel development milestones			40	%			35.0	%
Enter into an agreement to conduct a feasibility study related to the production of Lightbridge fuel rods			5	%			7.5	%
Meet certain individual goals			30	%			30.0	%

Lightbridge’s Compensation Committee approved the annual incentive payments to Lightbridge’s NEOs as described in the bonus and non-equity incentive plan compensation columns of the 2023 Summary Compensation Table based on the milestones summarized above and the Compensation Committee’s assessment of each individual executive’s contribution to Lightbridge’s operational progress in 2023.

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Name and Title		2023 Target Payment (50% of Salary)				2023 Actual Cash Payment ($ Value)				2023 Actual Cash Payment (% of Target)
Seth Grae, President and CEO		$	284,947			$	320,000				112	%
Andrey Mushakov, EVP, Nuclear Operations		$	177,416			$	210,000				118	%
Larry Goldman, CFO		$	164,416			$	190,000				116	%

Long-Term Incentive Compensation

Historically, Lightbridge has delivered long-term incentives to NEOs through stock option awards and restricted stock units. In both 2022 and 2023, 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. Lightbridge’s 2022 and 2023 RSA grant values represent a percentage of executive pay, with the number of RSAs granted calculated on the Company’s share price performance. 

Name and Title		2023 LTI Grant (shares)
Seth Grae, President and CEO			71,775
Andrey Mushakov, EVP, Nuclear Operations			44,766
Larry Goldman, CFO			41,415

For 2023, Lightbridge is reporting 5-year realizable pay for the CEO on page 19 of the Compensation Discussion and Analysis, which illustrates that the equity awards granted to the CEO in the past five years currently have lower realizable value than when they were granted, which is consistent with the shareholder experience. This supports the pay-for-performance orientation of Lightbridge’s compensation program as equity awards continue to align executive equity value with shareholder value.

Retirement, Health, Life, and Disability Insurance Benefits

The Company offers a variety of health and other insurance and retirement programs to all eligible employees. The NEOs generally are eligible for the same benefit programs on the same basis as the rest of the Company’s employees. The Company’s health insurance programs include medical, dental, and vision coverage. In addition to the foregoing, the NEOs are eligible to participate in a defined contribution profit sharing plan (the “401(k) plan”) that is administered by a committee of trustees appointed by the Company. All employees are eligible to participate in the 401(k) plan. In 2023, the Company made 100% matching contributions for all full-time employees with immediate vesting.

Perquisites

We do not provide any perquisites, whether cash or otherwise, to our NEOs. We feel that our executive compensation program, particularly given the Company’s capital needs, provides our NEOs with competitive compensation such that we do not need to provide any perquisites to achieve the goals of our executive compensation program.

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.

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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.

Tax Considerations

The Compensation Committee considers the anticipated tax treatment to the Company when determining executive compensation and routinely seeks to structure its executive compensation program in a way that preserves the deductibility of compensation payments and benefits. It should be noted, however, that the Compensation Committee considers many factors in determining executive compensation and, similarly, there are many factors that may affect the deductibility of executive compensation. In order to maintain the flexibility to be able to compensate NEOs in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a strict policy that all executive compensation must be deductible.

No Hedging, Pledging or Short Sales Transactions Permitted

The Company’s Code of Business Conduct and Ethics prohibits all officers, directors, and other persons designated by the Audit Committee from engaging in hedging transactions designed to offset decreases in the market value of the Company’s securities or otherwise investing in options, warrants, stock appreciation rights, put or call option contracts, straddles, or similar rights relating to the Company’s securities. In addition, the Code of Business Conduct and Ethics prohibits such persons from pledging any Company securities as collateral for a loan, engaging in short sales of Company securities, or purchasing the Company’s securities on margin.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management, and based on review and discussions, the Compensation Committee recommended to the Board the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Compensation Committee:

Jesse Funches

Daniel Magraw

Mark Tobin

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2023 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.

Name		Year		Salary ($)				Bonus(1) ($)				Stock Awards(2) ($)				Non-Equity Incentive Plan Compensation(1) ($)				All Other Compensation(3) ($)				Total  ($)
Seth Grae		2023			547,279				87,273				284,947				232,727				30.000				1,182,226
CEO, President and Director		2022			521,217				206,250				407,071				123,750				27,000				1,285,288
		2021			504,364				155,073				516,910				213,225				26,000				1,415,572
Andrey Mushakov		2023			341,334				57,273				177,720				152,727				22,500				751,554
EVP, Nuclear Operations		2022			325,081				131,250				253,888				78,750				20,500				809,468
		2021			314,569				96,718				322,394				132,988				19,500				886,169
Larry Goldman		2023			315,783				51,818				164,416				138,182				30,000				700,199
CFO and Corporate Secretary		2022			300,745				118,750				234,883				71,250				27,000				752,628
		2021			291,021				89,478				298,260				123,032				26,000				827,791

________

(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)	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, 2023.
(3)	Consists of the Company’s 401(k) matching contributions.

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.

The 2021 stock awards consist of restricted stock awards granted to each of Mr. Grae, Dr. Mushakov, and Mr. Goldman relating to 48,355, 30,158, and 27,901 shares, respectively. These RSAs contain a performance-based accelerated vesting provision and a service-based vesting provision. These awards were granted November 18, 2021, and vest ratably over a three-year period commencing on the grant date. The Compensation Committee decided to grant RSAs to the NEOs in 2021, rather than RSUs as had been done historically, to build share ownership levels among management and promote retention, and the Compensation Committee intends to continue granting RSAs and performance based RSAs going forward.

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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
																	145,512				467,094
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
																	90,754				291,320
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
																	83,962				269,518

______________

(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 29, 2023 ($3.21 per share), the last trading day of 2023.

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.

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Equity Incentive Plans

The 2020 Omnibus Incentive Plan permits the grant of the following (collectively, the “Awards”): (i) nonqualified stock options and incentive stock options (collectively, “Options”); (ii) restricted stock awards and restricted stock units; (iii) performance awards; and (iv) other stock-based awards. This component of compensation is intended to reinforce management’s commitment to long term improvements in our performance.

The purpose of the 2020 Omnibus Incentive Plan is to enable us to obtain and retain the services of the eligible participants, which is essential to our long-term success. The granting of Options and other Awards under the 2020 Omnibus Incentive Plan is intended to promote our long-term financial interests and growth of our Company by attracting and retaining management and other personnel and key service providers with the training, experience, and ability to enable them to make a substantial contribution to the success of our business. Moreover, the 2020 Omnibus Incentive Plan aims to align the interests of eligible participants with those of our shareholders through opportunities for increased equity-based ownership in the Company.

Under the Company’s 2015 Equity Incentive Plan, as amended, and the 2020 Omnibus Incentive Plan the Board or the Compensation Committee may accelerate the vesting of awards outstanding thereunder upon a change in control of the Company. The Board or the Compensation Committee may also provide for the payment of the cash value of the awards in connection with a change in control under circumstances specified in the plans.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth certain information about the securities authorized for issuance under our 2020 Omnibus Incentive Plan, 2015 Equity Incentive Plan as of December 31, 2023.

		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)				Weighted average exercise price of outstanding options, warrants and rights(1) (b)				Number of securities Remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders			1,068,475			$	18.21				803,467
Equity compensation plans not approved by security holders			—				—				—
Total			1,068,475			$	18.21				806,467

____________

(1)	The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect shares that will be issued upon the vesting of outstanding restricted stock awards.

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

The following table sets forth information about the relationship between executive compensation actually paid (CAP) and certain financial performance metrics of our Company.

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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)
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	)
2021		$	1,415,572			$	1,503,336			$	856,980			$	928,505			$	156.74			$	(7,835,665	)

___________

(1)

Reflects compensation amounts reporting in the “2023 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.

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)
2023		$	1,182,226			$	(284,947	)		$	169,779			$	1,067,058
2022		$	1,285,288			$	(407,071	)		$	218,376			$	1,096,593
2021		$	1,415,572			$	(516,910	)		$	604,674			$	1,503,336

______________

(1)

The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” column in the “2023 Summary Compensation Table” for our CEO, Seth Grae, for the respective years shown.

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

CEO		2023				2022				2021
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		$	230,398			$	336,201$			$	320,594
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			(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			(10,478	)			(29,496	)			284,080
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		$	169,779			$	218,376			$	604,674

(3)	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 “2023 Summary Compensation Table” for the respective years shown.
(4)	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.

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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)
2023		$	725,878			$	(171,069	)		$	101,928			$	656,737
2022		$	781,048			$	(244,385	)		$	131,103			$	667,766
2021		$	856,980			$	(310,327	)		$	381,852			$	928,505

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

Non-PEO NEOs		2023				2022				2021
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		$	138,321			$	201,838			$	192,465
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			(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			(6,290	)			(17,708	)			189,387
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		$	101,928			$	131,103			$	381,852

(5)	The TSR for 2023, 2022 and 2021 each reflect the cumulative value of $100 invested in Lightbridge stock on December 31, 2020.
(6)	Reflects the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.

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)

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 2023, 2022 and 2021, our net income (loss) has largely remained the same, and the compensation actually paid for both our PEO and non-PEO NEOs decreased in 2023 from 2022 and in 2022 from 2021.

Compensation Actually Paid and Cumulative TSR

TSR decreased in 2023 from 2022 and in 2022 from 2021, and the compensation actually paid for both the PEO and non-PEO NEOs also decreased in 2023 from 2022 and in 2022 from 2021.

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Director Compensation

The following table sets forth certain information concerning the compensation paid to our directors for services rendered to us during fiscal 2023. Mr. Grae was not compensated for his service as a director in 2023. Mr. Funches, who serves as chair of the Audit Committee, was paid $70,000 annually, and Dr. Chakraborty, Mr. Magraw, and Mr. Tobin were each paid $60,000 annually for their service on the Board. Mr. Graham, who served as Chairman of the Board, was paid $75,000 annually. Ms. Goodman, who became a board member in April 2023, was paid $45,000 in 2023. Directors are reimbursed for out-of-pocket expenses incurred as a result of their participation on our Board. For fiscal 2024 each director’s annual compensation increased by $5,000, except for Mr. Graham, which increased by $7,000 and Mr. Funches, which increased by $6,000.

In addition, the directors were each awarded shares of stock with a grant date fair value of $40,000 in December 2023, which shares were issued on January 2, 2024.

Name		Fees Earned or Paid in Cash($)				Stock Awards (1) ($)				Total				Equivalent Share(1)
Sweta Chakraborty			60,000				40,000				100,000				10,076
Jesse Funches			70,000				40,000				110,000				10,076
Thomas Graham, Jr.			45,000				40,000				85,000				10,076
Sherri Goodman			75,000				40,000				115,000				10,076
Daniel Magraw			60,000				40,000				100,000				10,076
Mark Tobin			60,000				40,000				100,000				10,076

(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 $3.97 per share, which vested on January 2, 2024.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, 2023.   As of December 31, 2023, the outstanding numbers of common stock were held by members of the Board: Dr. Chakraborty, 23,767 shares, Mr. Funches, 23,767 shares, Mr. Graham, 32,044 shares, Ms. Goodman, 10,076 shares, Mr. Magraw, 29,915 shares, Mr. Tobin, 22,267 shares.   As of December 31, 2023, Mr. Graham, and Mr. Magraw each 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.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of February 28, 2024 for: (i) each person known by us to beneficially own more than 5% of our voting securities, (ii) each NEO, (iii) each of our directors and nominees, and (iv) all of our current executive officers and directors as a group. The percentage of beneficial ownership is based on 13,941,480 shares of common stock outstanding as of February 28, 2024. The address of each executive officer, director and nominee is care of Lightbridge Corporation, 11710 Plaza America Drive, Suite 2000, Reston, VA 20190 USA. Except as explained in the footnotes to the following table, each person listed, and the members of the group, had sole voting power and sole investment power with respect to the shares shown. None of the shares are subject to pledge.

Name		Common Stock Held Directly				Stock Options(1)				Total Beneficial Ownership				Percent of Common Stock
Seth Grae			270,813	(2)			127,299				398,112				2.8	%
Larry Goldman			142,854				50,636				193,490				1.4	%
Andrey Mushakov			161,223				77,898				238,121				1.7	%
Sweta Chakraborty			23,767				—				23,767			*
Jesse Funches			23,767				—				23,767			*
Thomas Graham, Jr.			32,044	(3)			11,388				43,432			*
Sherri Goodman			10,076				—				10,076			*
Daniel Magraw			29,915				11,388				41,303			*
Mark Tobin			22,267				—				22,267			*
Current Directors and Executive Officers as a Group (nine people)			716,726				278,609				995,335				7.0	%
5% Beneficial Owners
AK Jensen Investment Management Limited(4)			1,241,165				—				1,241,165				10.2	%

_____________

* Denotes less than 1% of the outstanding shares of common stock.

(1)	Consists of shares that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days of February 28, 2024.
(2)	Includes 5,082 shares of common stock held by Mr. Grae’s spouse.
(3)	Includes 334 shares of common stock held by Mr. Graham’s spouse.
(4)	Based solely upon a Schedule 13G filed on February 10, 2023 by AK Jensen Investment Management Limited, Anders K. Jensen, and Duncan P. Saville (collectively, “AK Jensen”). AK Jensen beneficially owns 1,241,165 shares of our common stock and has sole dispositive power as to 1,241,165 shares of our common stock. The address of AK Jensen is 1 Cornhill, London EC3V 3ND, United Kingdom

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board is comprised of three non-employee directors, each of whom has been determined by the Board to be “independent” within the meaning of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. The Board has determined that Mr. Funches qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of SEC Regulation S-K, as Mr. Funches has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in his financial sophistication. The Audit Committee assists the Board’s oversight of the integrity of the Company’s financial reports, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent registered public accounting firm, the audit process, and internal controls. The Audit Committee operates pursuant to a written charter adopted by the Board. The Audit Committee is responsible for overseeing the corporate accounting and financial reporting practices, recommending the selection of the Company’s registered public accounting firm, reviewing the extent of non-audit services to be performed by the auditors, and reviewing the disclosures made in the Company’s periodic financial reports. The Audit Committee also reviews and recommends to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K.

Following the end of the fiscal year ended December 31, 2023, the Audit Committee (1) reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with Company management; (2) discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and (3) received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditors their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

Members of the Audit Committee:

Jesse Funches

Daniel B. Magraw

Mark Tobin

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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 seven directors serving on the Board. At the annual meeting, all six directors will be up for election. Thomas Graham, Jr. is not standing for re-election at the annual meeting. 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.

Nominees

The names, positions with the Company, and ages as of February 28, 2024 of the individuals who are our nominees for election as directors are:

Name		Age		Position with Lightbridge		Director Since
Seth Grae		60		President and CEO		April 2006
Sweta Chakraborty		39		Director		September 2021
Jesse Funches		76		Director		August 2021
Sherri Goodman		64		Director		April 2023
Daniel B. Magraw		77		Director		October 2006
Mark Tobin		50		Director		September 2021

General Information

See “Directors and Executive Officers” above for biographical summaries for each of our director nominees. For information as to the shares of the common stock held by each nominee, see “Security Ownership of Certain Beneficial Owners and Management” above.

All directors will hold office until the next election of directors, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. There are no arrangements or understandings between any of the nominees, directors, or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. No nominee, member of the Board or executive officer is related to any other nominee, member of the Board or executive officer.

Director Qualifications

Directors are responsible for overseeing the Company’s business, consistent with their fiduciary duty to stockholders. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experience. The Board believes that there are general requirements for service on the Board that are applicable to all directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board and the Governance and Nominating Committee of the Board consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

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In its assessment of each potential candidate, including those recommended by stockholders, the Governance and Nominating Committee considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries, and such other factors the Governance and Nominating Committee determines are pertinent in light of the current needs of the Board. The Governance and Nominating Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The Board and the Governance and Nominating Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures, and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board assesses intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background, and professional experiences in evaluating candidates for Board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.

Qualifications, Attributes, Skills, and Experience to be Represented on the Board as a Whole

The Board has identified particular qualifications, attributes, skills, and experience that are important to be represented on the Board as a whole, in light of the Company’s current needs and business priorities. The Company’s services are performed in various countries around the world and significant areas of future growth are located outside of the United States. The Company’s business is truly global and multicultural. Therefore, the Board believes that international experience or specific knowledge of key geographic growth areas and diversity of professional experiences should be represented on the Board. The Company’s business is multifaceted and involves complex financial transactions in various countries. Therefore, the Board believes that the Board should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a chief executive officer or president. Our business involves complex technologies in a highly specialized industry. Therefore, the Board believes that extensive knowledge of the Company’s business and the nuclear industry should be represented on the Board. The Company’s business also requires compliance with a variety of regulatory requirements across a number of countries and relationships with various governmental entities. Therefore, the Board believes that governmental, political, or diplomatic expertise should be represented on the Board.

Summary of Qualifications of Directors

Set forth below are the specific qualifications, attributes, skills, and experiences of our directors, which provided the basis upon which the Governance and Nominating Committee used in recommending such director nominees for election.

Seth Grae

Mr. Grae’s service as the Company’s President and Chief Executive Officer, and his extensive experience in the nuclear industry provide valuable insight to the Board about the Company and the nuclear power industry more generally.

Sweta Chakraborty

Dr. Chakraborty is a globally recognized risk and behavioral scientist and expert on risks ranging from climate change to COVID-19. She has spent the last 12 years advising government agencies on science and technology policy, specifically incorporating behavioral science in programmatic design and delivery, communication, and engagement activities. She has directly designed and implemented internal and external communication strategies informed by behavioral science in collaboration with Fortune 100 global companies.

Jesse Funches

Mr. Funches has more than three decades of regulatory experience, including 10 years as Chief Financial Officer of the U.S. Nuclear Regulatory Commission. In that capacity, reporting to the Chairman, he served as a key member of the senior management team that set the strategic direction for the agency and addressed policy issues. He established internal controls and risk management, achieving an unqualified assurance statement on the federal version of Sarbanes Oxley. Mr. Funches liaised directly with Congress and the Office of Management and Budget on financial and regulatory program issues and oversaw all aspects of agency-wide budgeting, performance evaluation, and strategic planning. Mr. Funches worked closely with the agency’s chairman, commissioners, and program managers to license new power reactors and nuclear fuel cycle activities.

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