Timothy Throsby
About Timothy Throsby
Independent director of Light & Wonder (LNW); age 58 as of April 11, 2025; director since 2020. Former President of Barclays Corporate & International and CEO of Barclays Corporate & Investment Bank (2017–2019), with prior senior roles at JPMorgan, Goldman Sachs (MD & Co-Head Equity Derivatives Asia/Japan), Lehman Brothers (Asia/Japan Equities; later global equity derivatives/convertibles/risk arb), and Citadel (President, Asia & Japan) . The Board classifies him as independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays Corporate & International | President | 2017–2019 | Led corporate & international division |
| Barclays Corporate & Investment Bank | Chief Executive | 2017–2019 | Ran global investment bank |
| JPMorgan Chase Bank | Senior executive roles | Not disclosed | Capital markets leadership |
| Goldman Sachs | Managing Director & Co-Head Equity Derivatives (Asia/Japan) | From 1995 | Derivatives & risk management |
| Lehman Brothers | Head, Asia & Japan Equities; later ran global equity derivatives, convertibles, risk arb | From 2002/relocated 2004 | Global trading & risk oversight |
| Citadel Asia & Japan | President; ran Asian business (Hong Kong) | From 2005 | Hedge fund leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships disclosed for Throsby |
Board Governance
- Independence: Determined independent by the Board (NASDQ standards; annual determination) .
- Committees: Audit Committee member; Compliance Committee member; not a chair .
- Board leadership: Separate Chair/CEO; Lead Independent Director is Kneeland C. Youngblood; regular executive sessions of independent directors .
- Attendance: Board held six meetings in 2024 with executive sessions; all incumbent directors attended at least 75% of Board/committee meetings; Throsby met attendance requirements for annual RSU director grant .
- Years of service: Director since 2020 .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard for eligible directors |
| Committee membership fees | $25,000 | Audit Committee $15,000; Compliance Committee $10,000 |
| Total fees earned (cash) | $115,000 | Actual 2024 cash reported |
| Committee chair fees | $0 | Not a chair |
| Meeting fees | Not applicable | Not disclosed |
| Equity grant (RSUs, grant date value) | $209,952 | 2,159 RSUs annual grant |
| Total 2024 director compensation | $324,952 | Cash + stock awards |
Performance Compensation
Directors do not receive performance-based bonuses; equity is primarily time-vested RSUs with attendance condition, and new directors may receive stock options.
| Instrument | Grant details | Vesting | Terms/Performance Metrics |
|---|---|---|---|
| Annual RSUs | 2,159 RSUs (June 2024) | Vest on first anniversary of grant (subject to prior-year attendance) | Attendance threshold; no financial metrics |
| Stock options (upon joining) | 10,000 options granted 10/7/2020 | Four-year vest schedule; fully vested by Oct 2024 | Exercise price $35.81 ; no ongoing performance conditions |
Change-in-control: Under L&W’s 2003 Plan, equity awards generally accelerate upon a change in control; performance criteria may be deemed met at Committee determination .
Other Directorships & Interlocks
- Committee interlocks: Compensation Committee disclosed no interlocks or related party transactions in 2024; Throsby is not on this committee .
- Related-party transactions: Company policy requires Audit Committee and Board approval; no Throsby-related transactions disclosed .
Expertise & Qualifications
- Deep capital markets, derivatives, and risk management experience; qualifies under “investment and financial services” skills valued by the Board .
- Prior CEO/President roles demonstrating leadership; global operations expertise across Asia/Japan/US .
- Strengthens Audit and Compliance oversight through financial literacy and regulatory familiarity .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Apr 11, 2025) | 32,082 shares; less than 1% of outstanding |
| Holdings included in 60-day acquisition calc | 2,159 RSUs and 10,000 stock options counted for SEC beneficial ownership methodology |
| Options status | 10,000 options, exercise price $35.81, four-year vest; fully vested by Oct 2024 |
| Unvested RSUs (12/31/2024) | 2,159 RSUs |
| Ownership guidelines | Directors must own ≥5x annual retainer / 200-day avg price; all covered directors in compliance |
| Anti-pledging/hedging | Company prohibits pledging and hedging by directors |
Insider Trades
| Date | Type | Shares | Price (USD) | Value (USD) | Post-Trade Direct Ownership |
|---|---|---|---|---|---|
| Aug 14, 2025 | Open market purchase | 10,000 | $88.61 | $886,100 | 42,082 shares |
| Aug 14, 2025 | Open market purchase | 2,201 | $89.70 | $197,660 | 42,082 shares |
| Aug 14, 2025 | Open market purchase | 7,799 | $90.24 | $703,551 | 42,082 shares |
| Aug 14, 2025 | Form 4 summary | 20,000 | $88.61–$90.24 | $1,787,311 total | 42,082 shares |
Governance Assessment
-
Positives
- Independence with no disclosed related-party transactions; service on Audit and Compliance committees aligns with expertise in financial services and risk management .
- Strong engagement: met attendance thresholds and participated adequately in meetings; equity ownership guideline compliance supports alignment .
- Additional alignment signal: open-market purchases of ~$1.79m in Aug 2025 increased direct ownership to ~42k shares .
-
Risk indicators and red flags
- None disclosed specific to Throsby: no hedging/pledging permitted; no committee interlocks; no related-party exposure reported .
- Monitoring point: ensure continued independence given extensive prior financial institution roles; currently affirmed by Board .
Director compensation mix is balanced: cash retainers plus equity RSUs; no guaranteed meeting fees; new-director options granted at joining (Throsby’s 2020 grant fully vested, strike well below current levels), reinforcing long-term alignment without short-term performance pay .
Appendix: Committee Assignments (Current)
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Independent | 5 |
| Compliance | Member | Independent | 4 |
Data Notes
- Board size: nine directors; diversity matrix and governance highlights disclosed; Lead Independent Director: Kneeland C. Youngblood .
- Annual director equity grant sizing: $210,000 grant date value → 2,159 RSUs in 2024; attendance condition applied .
- Beneficial ownership base: 84,836,055 shares outstanding as of April 11, 2025 .