Larry Goldman
LIGHTBRIDGEAbout Larry Goldman
Larry Goldman is Chief Financial Officer (since September 1, 2018) and Corporate Secretary (since May 1, 2020) of Lightbridge. He is a certified public accountant with an M.S. in Taxation from Pace University and a B.B.A. in Accounting; prior roles include Audit Assurance Partner at Livingston Wachtell & Co., LLP (1985–2004), consulting to public companies (since 2004), Lightbridge consultant (since 2006), and Chief Accounting Officer (2015) . Company performance context: cumulative TSR on a $100 initial investment measured in the pay-versus-performance disclosure was $91.96 (2022), $75.89 (2023), and $111.82 (2024); net income (loss) was $(7,497,857), $(7,908,646), and $(11,787,066), respectively; Lightbridge disclosed no revenue in these periods given its pre-commercial stage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Livingston Wachtell & Co., LLP | Audit Assurance Partner | 1985–2004 | Led assurance, tax and advisory services at NYC CPA firm |
| Various public companies | Financial consulting | Since 2004 | SEC reporting and financial projects; government contracting accounting |
| Lightbridge | Consultant | Since 2006 | Supported finance/SEC reporting prior to officer roles |
| Lightbridge | Chief Accounting Officer | Since 2015 | Built accounting function; officer role prior to CFO |
| Lightbridge | Chief Financial Officer | Appointed Sep 1, 2018 | Executive leadership of finance |
| Lightbridge | Corporate Secretary | Appointed May 1, 2020 | Corporate governance responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York State Society of CPAs | Member; CFO Committee | Not disclosed | Professional engagement; finance leadership network |
| NYSSCPA | SEC Practice Committee (prior service) | Not disclosed | Standards/procedures alignment for SEC practices |
| NYSSCPA | Management Consulting Committee (prior service) | Not disclosed | Advisory practices development |
| American Institute of CPAs (AICPA) | Member | Not disclosed | Professional standards adherence |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 300,745 | 315,783 | 331,024 |
| All Other Compensation ($) | 27,000 | 30,000 | 30,500 |
| 2025 Base Salary vs 2024 | Amount ($) |
|---|---|
| 2024 Base Salary | 328,832 |
| 2025 Base Salary | 341,985 |
| Increase (%) | 4.0% |
Notes:
- Company provides standard health, life, disability and 401(k) match (100% for full-time employees with immediate vesting in 2024) .
- No perquisites provided to NEOs .
Performance Compensation
| Short-Term Incentive (STI) | Target | Actual |
|---|---|---|
| Target (% of base salary) | 50% | — |
| 2024 Target Payment ($) | 170,993 | — |
| 2024 Actual Cash Payment ($) | — | 205,000 (120% of target) |
| 2024 STI Scorecard Goals | Weight | 2024 Actual Payout % |
|---|---|---|
| Keep spending to budget (G&A) | 15% | 15% |
| Execute on fuel development milestones & feasibility study | 50% | 65% |
| Present tech at conferences / submit for publication | 5% | 8% |
| Executive Leadership | 30% | 30% |
| Long-Term Incentive (LTI) Grants | Grant Date | Shares | Vesting |
|---|---|---|---|
| 2024 RSA | Dec 4, 2024 | 73,451 | Service-based; one-third annually over 3 years starting grant date |
| 2023 RSA | Nov 20, 2023 | 41,415 | Service-based; one-third annually over 3 years starting grant date |
| 2022 RSA | Dec 15, 2022 | 49,869 | Service-based; one-third annually over 3 years starting grant date |
Additional points:
- The company uses RSAs for LTI; 2024 NEO pay mix: ~36% salary, 18% STI, 46% equity (NEO average) .
- Equity awards are granted during open trading windows; no timing around MNPI; priced at market close on grant date .
Multi-Year Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 300,745 | 315,783 | 331,024 |
| Bonus ($) | 118,750 | 51,818 | 52,340 |
| Stock Awards ($) | 234,883 | 164,416 | 427,485 |
| Non-Equity Incentive Plan Compensation ($) | 71,250 | 138,182 | 152,660 |
| All Other Compensation ($) | 27,000 | 30,000 | 30,500 |
| Total ($) | 752,628 | 700,199 | 994,009 |
Equity Ownership & Alignment
| Ownership as of March 12, 2025 | Shares Owned Directly | Stock Options | Total Beneficial Ownership | % of Common Stock | Pledged |
|---|---|---|---|---|---|
| Larry Goldman | 169,203 | 41,319 | 210,522 | 1.0% | None; “None of the shares are subject to pledge.” |
| Shares Outstanding (context) | Amount |
|---|---|
| Common Shares Outstanding | 20,885,491 |
- Insider trading policy prohibits hedging, short sales, margin accounts, and pledging; certain officers/directors adopted Rule 10b5-1 trading plans in 2024 following required cooling-off periods .
- ESPP: NEOs participated up through August 31, 2024; purchases were on the open market at market prices .
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Quantity | Exercise Price ($) | Expiration |
|---|---|---|---|
| Stock option | 1,104 | 75.60 | 04/08/2025 |
| Stock option | 231 | 75.60 | 08/12/2025 |
| Stock option | 5,449 | 55.20 | 11/20/2025 |
| Stock option | 4,469 | 18.48 | 11/09/2026 |
| Stock option | 13,785 | 12.60 | 10/26/2027 |
| Stock option | 16,281 | 10.80 | 08/06/2028 |
| Stock option | 9,317 | 3.82 | 12/02/2029 |
| Unvested RSAs | 117,684 | — | — |
| Market value of unvested RSAs | $556,645 (at $4.73 close on 12/31/2024) | — | — |
In-the-money assessment:
- Last reported sale price on March 21, 2025 was $8.95 . At that price, only the $3.82 strike options would be in-the-money; all higher-strike grants would be out-of-the-money .
Employment Terms
| Term | Details |
|---|---|
| Agreement dates | Employment agreements entered Aug 8, 2018; Goldman’s effective Sep 1, 2018 . Initial base salary $265,000; target annual bonus 50% of base salary; eligible for annual LTI with target 50% of base salary at Compensation Committee discretion . |
| Term & renewal | Initial five-year term; automatic one-year renewals absent notice of non-renewal . |
| Severance (no CIC) | If terminated without cause or for good reason: payments equal to base salary + target bonus payable over 12 months; plus prorated target bonus lump sum; up to 12 months of continued medical, dental, vision benefits . |
| Severance (with CIC; within 24 months) | Lump sum equal to two times base salary + target bonus; prorated target bonus; immediate full vesting of all equity awards (performance awards vest at target); up to 18 months continued benefits . |
| Covenants | Confidentiality, non-competition, non-solicitation, non-disparagement (routine provisions) . |
| Clawback | Company adopted Nasdaq-compliant clawback policy in 2023; compensation committee administers recoupment for restatements . |
| Hedging/pledging | Prohibited; no short sales, margin accounts, or pledging of Company securities . |
| Equity plan terms | 2020 Omnibus Incentive Plan permits RSAs/RSUs, options, performance awards; no repricing without stockholder approval; acceptance binds participant to clawback policy . |
Say-on-Pay & Compensation Governance
- 2024 say-on-pay approval: 81.6% of votes cast; prior year 79.2% . The Compensation Committee engaged with shareholders; stakeholders supportive of outside compensation advisory firm use .
- Compensation Committee: composed of independent directors Dr. Sweta Chakraborty, Jesse Funches, Daniel Magraw, and Mark Tobin; sole authority to retain compensation consultants; administers clawback policy .
- Audit Committee met four times in 2024 .
Performance & Track Record (Company context during Goldman’s tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 investment ($) | 91.96 | 75.89 | 111.82 |
| Net Income (Loss) ($) | (7,497,857) | (7,908,646) | (11,787,066) |
| Revenue | Company disclosed no revenue; pre-commercial stage | Company disclosed no revenue | Company disclosed no revenue |
Compensation Structure Analysis
- Shift to RSAs for LTI (service-based, three-year ratable vest) enhances retention but reduces explicit performance-based equity linkage; no perquisites; significant variable compensation with equity and STI .
- 2025 base salary increased 4% amid capital preservation considerations (CFO to $341,985) .
- STI payout for 2024 exceeded target (120%) based on milestone achievement, indicating committee discretion and operational progress alignment .
- Clawback adopted; explicit prohibition on hedging/pledging mitigates misalignment risk .
Investment Implications
- Alignment: Goldman’s equity exposure includes unvested RSAs and options, but most option strikes are well above recent prices; at $8.95 (Mar 21, 2025), only the $3.82 strike is in-the-money, limiting near-term exercise incentives and insider selling pressure from options; service-based RSAs vest over three years, promoting retention .
- Pay-for-performance: STI is tied to operational milestones; LTI is service-based rather than performance-based, which moderates direct linkage to financial outcomes (the company has no revenue and persistent losses) .
- Retention risk: Auto-renewing employment agreement with severance and double-trigger CIC benefits, plus continued benefits, suggests moderate retention risk; accelerated vesting under CIC could be a near-term exit incentive if strategic alternatives emerge .
- Governance quality: Clawback policy, prohibitions on hedging/pledging, and independent Compensation Committee oversight support shareholder-friendly practices; say-on-pay support improved to 81.6% .
- Trading signals: Existence of Rule 10b5-1 plans for certain insiders indicates structured selling/buying; absence of pledging reduces forced selling risk; monitor future Form 4s for Goldman’s activity around RSA vest dates and the 3.82 strike options maturity profile .