Andrey Mushakov
LIGHTBRIDGEAbout Andrey Mushakov
Dr. Andrey Mushakov is Executive Vice President, Nuclear Operations at Lightbridge (LTBR). He has been with Lightbridge since 2000 and was named EVP in 2018; he oversees the nuclear fuel technology division and has led strategic initiatives including INL/PNNL GAIN vouchers, agreements with Battelle Energy Alliance at Idaho National Laboratory, and an MOU with Oklo in early 2025 . Education: Ph.D. in economics (St. Petersburg State University of Economics and Finance), M.S. in management (Hult International Business School), B.S. in banking/finance (Financial University under the Government of the Russian Federation) . Disclosed ages: 44 (as of March 29, 2021), 46 (as of March 21, 2023), 47 (as of February 28, 2024) . Lightbridge emphasizes operational milestones rather than TSR/revenue/EBITDA targets in executive evaluations; no company TSR or traditional revenue/EBITDA-based pay metrics are disclosed for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lightbridge Corporation | EVP, Nuclear Operations | 2018–present | Led fuel technology division; executed BEA/INL agreements (Dec 2022), completed GAIN vouchers with INL (2021) and PNNL (early 2023), advanced casting process; spearheaded MOU with Oklo (early 2025) |
| Lightbridge Corporation (Russia Branch) | Oversaw Moscow Branch | 2009–2014 | Established and operated Russian branch; transitioned activities out of Russia in 2014 due to increased political risk |
| Lightbridge Corporation | Cooperation initiatives | 2014–2015 | Led cooperation agreements with Canadian Nuclear Laboratories, BWXT (U.S.), and Institute for Energy Technology (Norway) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wharton Energy Conference; World Nuclear Fuel Cycle; ANS Utility Working Conference | Featured speaker/panelist | Various | Industry thought leadership on advanced nuclear fuel technology |
Fixed Compensation
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Base Salary ($) | $286,443 | $295,036 | $303,887 | $313,004 | $322,394 | $338,513 | $355,439 | $369,658 |
| Target Bonus (% of Salary) | 50% | 50% | 50% | 50% | 50% | 50% | 50% | 50% |
| Perquisites | None | None | None | None | None | None | None | None |
| Retirement/401(k) match | Company match | Company match | Company match | Company match | Company match | Company match | Company match | Company match |
Performance Compensation
| STI Metric | 2022 (Weight/Actual) | 2023 (Weight/Actual) | 2024 (Weight/Actual) |
|---|---|---|---|
| Keep G&A (and in-house R&D for 2022) to budget | 25% | 25% / 37.5% | 15% / 15% |
| Execute key fuel development milestones | 20% | 40% / 35% | 50% / 65% |
| Feasibility study agreement (production of fuel rods) | 15% | 5% / 7.5% | Included in development goal (50%) |
| Presentations/publications | — | — | 5% / 8% |
| Executive leadership / individual goals | 40% | 30% / 30% | 30% / 30% |
| STI Payouts (Andrey Mushakov) | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Target ($, 50% of Salary) | $147,518 | $156,502 | $161,197 | $169,257 | $177,416 | $184,829 |
| Actual Cash Payment ($) | $91,166 | $152,589 | $229,706 | $210,000 | $210,000 | $220,000 |
| Actual (% of Target) | 61.8% | 97.5% | 142.5% | 124% | 118% | 119% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 12, 2025) | 189,893 common shares held directly; 67,828 equity derivatives (see footnote) for total 257,721; 1.2% of common outstanding |
| Footnote on “Stock Options” column | Consists of shares that may be acquired under restricted stock awards that are currently exercisable or will become exercisable within 60 days |
| Unvested RSAs at FY-end 2024 | 127,206 shares unvested; market value $601,684 (at $4.73/share on 12/31/2024) |
| ESPP participation | NEOs participated through Aug 31, 2024; shares acquired on open market at market price |
| Hedging/Pledging policy | No hedging, pledging, or short sales permitted |
Long-Term Equity Awards (grants to Andrey Mushakov)
| Year | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2020 (RSU) | Oct 28, 2020 | 53,000 | $142,570 | RSUs vest ratably over 3 years |
| 2021 (RSA) | Nov 18, 2021 | 30,158 | $322,394 | RSAs vest ratably over 3 years; includes performance-based accelerated vesting provision |
| 2022 (RSA) | Dec 15, 2022 | 53,904 | $253,888 | RSAs vest ratably over 3 years |
| 2023 (RSA) | Nov 20, 2023 | 44,766 | $177,720 | RSAs vest ratably over 3 years |
| 2024 (RSA) | Dec 4, 2024 | 79,394 | $462,073 | RSAs vest ratably over 3 years |
Outstanding Options (Andrey Mushakov, as of FY-end 2024)
| Options Exercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|
| 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 |
Note: The RSAs’ market value at year-end used $4.73/share on 12/31/2024; at that price, only the $3.82 strike options would have been in the money; all higher-strike tranches required appreciation .
Employment Terms
- Employment agreement dated August 8, 2018; initial five-year term with automatic one-year renewals unless non-renewal notice is given .
- Target annual bonus set at 50% of base salary; annual long-term incentive target opportunity equal to 50% of base salary, subject to Compensation Committee discretion and annual goals .
- Severance (without “cause” or for “good reason”): base salary and target bonus for the calendar year in which termination occurs, paid over 12 months, plus prorated target bonus in a lump sum; continued medical/dental/vision benefits up to 12 months .
- Change-of-control (CoC) provisions (double trigger: termination upon or within 24 months following CoC): lump sum equal to two times base salary plus target bonus, plus prorated target bonus; immediate full vesting of equity awards (performance awards vest at target); continued benefits up to 18 months .
- Standard confidentiality, non-competition, non-solicitation, and non-disparagement provisions .
- Insider policy: No hedging, pledging, or short sales permitted .
Compensation Committee Analysis
- Committee membership: 2025—Jesse Funches, Sweta Chakraborty, Mark Tobin ; 2023—Jesse Funches, Daniel Magraw, Mark Tobin ; 2022—Victor Alessi, Jesse Funches, Mark Tobin ; 2021—Victor E. Alessi, Daniel B. Magraw, Kathleen Kennedy Townsend .
- Stockholder outreach: say-on-pay approval improved from 79.2% (2023) to 81.6% (2024); committee engaged stockholders and maintained pay-for-performance design .
- Prior compensation consultant: Pay Governance LLC advised the committee in 2017–2018 on peer group and program design; consultant did no other work for the Company .
Say-on-Pay Outcomes
| Year | Approval % |
|---|---|
| 2021 | 71.6% |
| 2022 | 88.0% |
| 2023 | 79.2% |
| 2024 | 81.6% |
Performance Compensation
| Component | Design Details |
|---|---|
| STI program | Annual targets and weighted scorecard driven by operational milestones (budget discipline, fuel development milestones, feasibility study, leadership, and communications), with committee discretion in payouts |
| LTI program | Shifted from stock options/RSUs to RSAs in 2021 onward to build outright ownership and retention; RSAs vest one-third annually over three years; 2021 RSAs include performance-based accelerated vesting provision; RSU vesting accelerated in Nov 2021 to increase executive ownership |
Risk Indicators & Red Flags
- Late Section 16 filings in 2024 for Mushakov (and other NEOs) related to payroll tax withholding on RSA vesting; company attributes delays to payroll processor; no hedging/pledging violations disclosed .
- No tax gross-ups or perquisites disclosed for NEOs; perquisite policy states none provided .
- Equity award acceleration occurred for 2020 RSUs in Nov 2021 to increase ownership; not an option repricing but noteworthy governance action .
Investment Implications
- Pay-for-performance tilt: STI payouts above target in 2021–2024 reflect consistent achievement of development milestones; RSAs are retention-heavy and align with long-term value creation via outright share ownership and vesting schedules .
- Vesting-driven supply: RSAs vest one-third annually on grant anniversaries (e.g., 2024 grant vests on Dec 4, 2025/2026/2027), likely leading to periodic tax-withholding transactions; monitor Form 4s around vest dates for potential selling pressure .
- Ownership alignment: Mushakov holds 1.2% of common stock with no hedging/pledging allowed, and NEO ESPP participation through Aug 2024 further supports alignment; unvested RSAs represent additional holding power .
- Change-of-control economics: Double-trigger severance of 2× salary+target bonus with full vesting provides retention yet manageable shareholder dilution; benefits continuation up to 18 months under CoC is in line with small-cap norms .
- Option structure: As of 12/31/2024 share price ($4.73) used for RSA valuation, only the $3.82 option tranche would have been in-the-money; remaining options suggest upside leverage tied to significant share appreciation .