Ray Rothrock
CENTRUS ENERGYAbout Ray A. Rothrock
Ray A. Rothrock (age 70) is an independent director of Centrus Energy Corp. (LEU), serving since 2024; he is Audit & Finance Committee Chair and a member of the Cyber Risk Committee . He is founder of FiftySix Investments and served as Chairman/CEO of RedSeal Inc. (2014–2020) after 25 years as a partner and management committee member at Venrock . Rothrock holds a B.S. in Nuclear Engineering (Texas A&M), an M.S. in Nuclear Engineering (MIT), and an MBA (Harvard Business School); he authored “Digital Resilience” (2018) and is recognized for cybersecurity and nuclear expertise . The Board affirmed his independence in March 2025 and March 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FiftySix Investments | Founder | Ongoing | Early-stage investing in cybersecurity, energy tech |
| RedSeal Inc. | Chairman & CEO | 2014–2020 | Cyber risk modeling; governance/cyber focus |
| Venrock | Partner; Management Committee member | ~25 years | Venture investments in cybersecurity/energy tech |
| “Digital Resilience” (HarperCollins) | Author | 2018 | Cyber resilience thought leadership |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Check Point Software Technologies | Director | Current (as disclosed) | Cybersecurity board experience |
| Roku Inc. | Director | Current (as disclosed) | Consumer technology board experience |
| Shine Technologies | Director | Current (as disclosed) | Energy technology oversight |
| CTERA Networks | Director | Disclosed in 2024 proxy | Cloud storage networking |
| Non-governmental organizations | Director/Board roles | Ongoing | Various NGO boards |
Board Governance
- Independence: Board determined Rothrock is independent (NYSE American standards) in March 2025 and March 2024 .
- Committees:
- Audit & Finance Committee: Chair; designated “audit committee financial expert”; committee held five meetings in 2024 .
- Cyber Risk Committee: Member; committee formed December 2024, first meeting March 2025 .
- Appointment history: Replaced Mikel H. Williams as Audit & Finance Committee Chair on June 20, 2024 .
- Attendance: Board held 12 meetings in 2024; all directors attended ≥75% of Board/committee meetings . Directors are expected to attend the annual meeting; in 2024, all directors except Rothrock attended the virtual annual meeting .
- Executive sessions: Non-management directors met in executive session in 2024, chaired by the independent Chairman .
- Related-party/Conflicts: Proxy discloses related-person services involving Dr. Madia (capture manager); no related-person transactions are disclosed involving Rothrock .
Fixed Compensation
- Standard non-employee director compensation (2024–2025 term):
- Board annual cash retainer: $72,000 (paid quarterly)
- RSU grant: $130,000; actual granted per director $129,978.87 based on $42.63 close; vests/settles June 20, 2025
- Chair fees (incremental to member fees): Audit & Finance $15,000; Cyber Risk $15,000; Board Chair $100,000; TCRC $50,000
- Committee membership retainer: $10,000 per committee (paid quarterly)
| Item | Amount | Timing/Terms |
|---|---|---|
| Board annual cash retainer | $72,000 | Paid in four installments |
| RSU grant (per director) | $129,978.87 | Granted 06/20/2024 at $42.63; vests/settles 06/20/2025 |
| Audit & Finance Chair fee | $15,000 | Incremental to member fees; paid quarterly |
| Cyber Risk Chair fee | $15,000 | Incremental to member fees; paid quarterly |
| Committee membership fee | $10,000 | Per committee; paid quarterly |
- Actual FY2024 compensation (reported):
- Fees earned (cash): $72,750
- Stock awards (RSUs, grant-date fair value): $129,978.87
- Total: $202,728.87
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ray A. Rothrock | 72,750 | 129,978.87 | 202,728.87 |
- 2024 RSU grant detail (as of 12/31/2024):
- RSUs: 3,049 units; grant date 06/20/2024; fair value $129,978.87; vest/settle 06/20/2025
| Grant Date | RSUs (#) | Grant-date Fair Value ($) | Vesting/Settlement |
|---|---|---|---|
| 06/20/2024 | 3,049 | 129,978.87 | 06/20/2025 |
Performance Compensation
- Director pay does not include performance-based elements; RSUs vest time-based for directors . Company-wide executive incentives are tied to annual corporate goals; 2024 Annual Awards paid at 167% of target based on these metrics .
| 2024 Corporate Goal (weight) | Target/Threshold | Actual | Achievement |
|---|---|---|---|
| Goal 1: Revenues, gross profit, platform (35%) | Contracts supporting revenue $342MM target ($325MM threshold; $360MM max) | $349.9MM revenue | 144% (overall Goal 1 weighted 62%) |
| Goal 1: New LEU business origination | $200MM target ($160MM threshold; $240MM max) | $260.6MM with margin target met | 200% |
| Goal 2: DOE awards (25%) | Award for HALEU Program(s); two awards = max | DOE awarded HALEU and LEU RFP | 200% (overall Goal 2 weighted 40%) |
| Goal 2: Safety (OSHA DART hours) | 300K hours target (250K threshold; 400K max) | 502K hours without DART | 200% |
| Goal 2: CTS revenue | $95.8MM (or $88.8MM + $7MM non-HALEU orders) | $92.1MM | 0% |
| Goal 3: Revenue (40%) | $439MM target ($421MM threshold; $467MM max) | $442MM | 111% (overall Goal 3 weighted 66%) |
| Goal 3: Cash balance (excl. capital raise) | $207MM target ($186MM threshold; $228MM max) | $226.4MM excl. capital raise | 192% |
| Goal 3: Net income (excl. pension evaluation) | $55MM target ($44MM threshold; $65MM max) | $72.1MM excl. pension evaluation | 200% |
| Weighted average Annual Plan score | — | — | 167% |
Other Directorships & Interlocks
- Current public boards: Check Point Software Technologies; Roku Inc.; Shine Technologies .
- Additional boards disclosed (2024): CTERA Networks .
- Investor-designated director on LEU Board (Class B): Tetsuo Iguchi (Toshiba affiliate) abstains on Toshiba-related matters; not a committee peer with Rothrock .
Expertise & Qualifications
- Nuclear engineering credentials (BS, MS) and cyber expertise; venture and board leadership; audit committee financial expert designation .
- Governance experience via Audit Chair and Cyber Risk Committee member; aligns with LEU’s cyber oversight structure introduced in 2024 .
Equity Ownership
- Beneficial ownership (as of April 21, 2025): 3,049 shares/units; includes 3,049 RSUs vesting June 20, 2025; <1% of Class A .
- Director RSU grant 2024: 3,049 units; vests/settles June 20, 2025 .
| Holder | Shares/Units Beneficially Owned | % of Class A |
|---|---|---|
| Ray A. Rothrock | 3,049 (includes RSUs vesting 06/20/2025) | <1% |
- Stock ownership guidelines (directors): ≥3× annual cash retainer; retain ≥50% of shares from awards until target met; applies to awards after 2021 .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors/officers/employees .
Governance Assessment
- Strengths:
- Independent director with audit chair responsibilities and “financial expert” designation; enhances financial reporting oversight .
- Cyber expertise aligned with newly formed Cyber Risk Committee and LEU’s ERM focus on cyber threats .
- Equity component and stock ownership guidelines promote alignment; hedging/pledging prohibited; clawback policy in force .
- Watch items / RED FLAGS:
- Annual meeting attendance: Rothrock did not attend the 2024 annual meeting (virtual); directors are expected to attend .
- Multiple external board commitments (Check Point, Roku, Shine; and boards disclosed in 2024) warrant monitoring for time commitments, though no interlocks/conflicts disclosed with LEU .
- Context:
- Company’s pay-for-performance framework (executive Annual Awards at 167% for 2024) underscores performance emphasis; beneficial to overall governance quality .
- Related-person transaction disclosures focus on services by Dr. Madia; no transactions disclosed involving Rothrock .