Daniel Magraw
LIGHTBRIDGEAbout Daniel B. Magraw
Daniel B. Magraw is Lead Independent Director of Lightbridge (LTBR), serving on the Board since October 23, 2006; he is 78 years old as of March 12, 2025 . He is a leading expert in international environmental law, human rights, and international business law, with a long record of leadership roles spanning government, academia, and NGOs . He graduated from Harvard University with High Honors in Economics and from UC Berkeley Law School, where he was editor-in-chief of the California Law Review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Environmental Protection Agency (EPA) | Director, Office of International Environmental Law; Acting Assistant Administrator, Office of International Activities | 1992–2001 | Served at the White House (2000–2001); led international environmental law efforts |
| Covington & Burling (Washington, DC) | Attorney (international law, constitutional law, bankruptcy) | 1978–1983 | Practiced international and constitutional law |
| Peace Corps (India) | Economist | 1968–1972 | Helped develop and manage a large cooperative; conducted rural mass market survey for Tamil Nadu government |
| Center for International Environmental Law (CIEL) | President & CEO | 2002–2010 | Now President Emeritus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johns Hopkins SAIS Foreign Policy Institute | Senior Fellow and Professorial Lecturer | Ongoing | Academic leadership in international policy |
| U.S. Secretary of State’s Advisory Committee on International Law | Member | Ongoing | Advises on international law issues |
| United Nations | Consultant | Ongoing | International policy consulting |
| Universal Rights Group (Geneva) | Board of Trustees | Ongoing | Human rights think tank governance |
| Human Rights Watch | Co‑Chair, Advisory Committee on Human Rights & Environment | 2017–2023 | Governance advisory on rights and environment |
| Trade and Environment Policy Advisory Committee (TEPAC), USTR | Member | 2002–2010 | Trade-environment policy advice |
| American Bar Association (ABA) | Chair, Section of International Law & Practice; other roles | Various | Led 15,000‑member section; chaired task forces |
Board Governance
- Roles and independence: Magraw serves as Lead Independent Director; he chairs the Governance & Nominating Committee, is a member of the Audit Committee, and is identified as independent under SEC/Nasdaq rules . The proxy also describes the Compensation Committee as consisting of Chakraborty, Funches, Magraw, and Tobin, with Tobin as Chair (note minor inconsistency vs. committee membership table) .
- Committee meeting cadence and attendance: In 2024, the Board met 4 times; Audit met 4 times; Compensation met 5 times; Governance & Nominating met 4 times. Each director attended at least 75% of all meetings of the Board and applicable committees in 2024 .
- Lead Independent Director framework: Company guidelines appoint the Governance & Nominating Chair as Lead Independent Director when the Chair is a member of management; the proxy identifies “Mr. McGraw” as LID (typographical error; director roster confirms Magraw as LID) .
- Risk and controls oversight: As an Audit Committee member, Magraw helps oversee financial reporting, internal controls, cybersecurity risk, and reviews/approves related‑party transactions (Item 404) .
- Clawback and trading policies: The Board adopted a Nasdaq‑compliant clawback policy in 2023; insider trading policy prohibits hedging, short sales, and pledging/margin, enhancing alignment with shareholders .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | 65,000 | Audit Chair $11,000 (not applicable to Magraw unless Chair); members not chair receive no extra in 2024 | None disclosed | No additional pay for non‑chair committee service in 2024 |
| 2025 (policy) | 70,000 (base for all non‑employee directors) | Audit Chair $12,000; Compensation Chair $8,000; Gov/Nom Chair $6,000 | None disclosed | RSAs vest quarterly and in full after one year |
| Director 2024 Fees | Fees Earned ($) | Stock Awards ($) | Total ($) | Equivalent Shares |
|---|---|---|---|---|
| Daniel B. Magraw | 65,000 | 100,000 | 165,000 | 17,183 shares (valued at $5.82) |
Performance Compensation
| Year/Grant | Vehicle | Grant FV ($) | Shares/Price | Grant/Issue Date | Vesting |
|---|---|---|---|---|---|
| 2024 Director Equity | Restricted Stock Awards (RSAs) | 100,000 | 17,183 @ $5.82 | Issued Jan 2, 2025 (approved Dec 2024) | Vested on Jan 2, 2025 per footnote |
| 2025 Director Equity (policy) | RSAs | 100,000 (target value) | Not stated | Annual grant (policy) | Vest quarterly; fully vested after one year of service |
- Change-in-control treatment: Awards under the 2020 Plan are subject to double‑trigger vesting upon a change in control; no repricing without stockholder approval; no discounted options/SARs .
Other Directorships & Interlocks
- Current public company boards: No other public company directorships are disclosed for Magraw in the director biography section of the proxy .
- Compensation committee interlocks: None; no insider participation or interlocking relationships disclosed for 2024 .
Expertise & Qualifications
- Board‑relevant qualifications: Long‑tenured director (since 2006) with expertise in international environmental policy and law, international business law, and leadership across government/NGO sectors; provides insight on nuclear policy and international law .
- Education: Harvard University, High Honors in Economics; UC Berkeley Law, editor‑in‑chief of California Law Review .
Equity Ownership
| Holder | Common Stock Held Directly | Stock Options | Total Beneficial Ownership | % of Common | Pledged? |
|---|---|---|---|---|---|
| Daniel B. Magraw | 58,686 | 11,388 | 70,074 | <1% (denoted “*”) | None; proxy states “None of the shares are subject to pledge” |
- Section 16(a) compliance section is included in the proxy; no pledging permitted under Insider Trading Policy; hedging/short sales/pledging are prohibited for directors .
Governance Assessment
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Strengths:
- Lead Independent Director with nearly two decades of service; independent director status affirmed under SEC/Nasdaq rules .
- Chairs Governance & Nominating; member of Audit overseeing financial reporting, controls, and related‑party reviews; active committee cadence in 2024 (Audit 4x; Comp 5x; Gov/Nom 4x) with ≥75% attendance .
- Director equity program (RSAs) and prohibition on hedging/pledging align interests; change‑in‑control treatment is double‑trigger, shareholder‑friendly .
- No related‑party transactions requiring disclosure; no compensation committee interlocks .
- Say‑on‑pay approval of 81.6% in 2024 indicates acceptable investor support for compensation governance .
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Watch items / potential red flags:
- Minor disclosure inconsistency: committee table omits Magraw as a Compensation Committee member while the narrative includes him; advisable for the company to harmonize committee disclosures (table vs. text) .
- Ownership is modest (<1% of common) typical for small‑cap directors but provides limited “skin in the game” beyond annual grants; however, no pledging and alignment mechanisms mitigate this .
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Compensation structure notes (directors):
- 2025 increases cash retainer from $65k to $70k and formalizes chair fees (Audit $12k; Comp $8k; Gov/Nom $6k), while maintaining $100k equity; shift slightly raises fixed cash portion but retains meaningful equity component .
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Conflicts/Related‑party exposure: None disclosed under Item 404; Audit Committee monitors and must pre‑approve related‑party transactions .