Seth Grae
LIGHTBRIDGEAbout Seth Grae
Seth Grae (age 61) is Chief Executive Officer, President, and Chairman of Lightbridge Corporation; he was named CEO on March 17, 2006 and joined the Board on April 2, 2006 . He holds a B.A. from Brandeis, an MBA and LL.M. (International Law) from Georgetown, and a J.D. from American University . Under his leadership, Lightbridge remains pre-revenue and focused on R&D; the company reported net losses of $(11.8)m in 2024, $(7.9)m in 2023, and $(7.5)m in 2022, and explicitly disclosed no revenues in the periods presented . Pay-versus-performance shows a cumulative TSR index (initial $100) of 111.82 in 2024, 75.89 in 2023, and 91.96 in 2022, contextualizing shareholder return during recent years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lightbridge Corporation | Chief Executive Officer & President | 2006–present (CEO since Mar 17, 2006) | Leads development/commercialization strategy for Lightbridge Fuel; directs R&D and partnerships |
| Lightbridge Corporation | Director (Chairman) | 2006–present (director since Apr 2, 2006) | Combined CEO/Chair role sets agenda; oversight mitigated by a Lead Independent Director |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Dept. of Commerce CINTAC | Member | Current (as of 2025 proxy) | Advises U.S. trade policy for civil nuclear, enhancing industry and policy network |
| Nuclear Energy Institute | Board of Directors | Current | Industry advocacy and policy influence relevant to fuel adoption |
| American Nuclear Society | Trustee, Nuclear Leadership Council | Current | Technical leadership visibility and credibility |
| Council on Strategic Risks | Working Group on Climate, Nuclear & Security | Current | Cross-domain risk expertise and policy interface |
| Virginia Nuclear Energy Consortium | Board of Directors | Current | State-level ecosystem engagement |
| American University Washington College of Law | Dean’s Advisory Council | Current | Legal/policy network relevant to licensing and governance |
| Bulletin of the Atomic Scientists | Vice Chair, Governing Board | Former | Global profile on nuclear risk & policy |
| Lawyers Alliance for World Security | Board of Directors | Former | Policy advocacy credentials |
| ABA Committee on Arms Control & Disarmament | Co-chair | Former | Non-proliferation policy expertise |
| Nuclear Security Working Group; Nuclear Energy & National Security Coalition | Member | Former | National security and nuclear policy engagement |
Fixed Compensation
- The Compensation Committee approved a 4% base salary increase for 2025 given responsibilities and capital preservation aims .
- Perquisites are not provided; executives receive standard benefits and 401(k) match .
| Component | 2025 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | 592,690 | 569,893 | 4.0% increase |
| 401(k) match and other ($) | — | 30,500 | Company match, immediate vesting |
| Perquisites | — | — | No perquisites provided |
Multi‑year compensation summary (Seth Grae):
| Year | Salary ($) | Bonus ($) | Stock awards ($) | Non‑equity incentive ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 573,693 | 89,362 | 740,863 | 260,638 | 30,500 | 1,695,056 |
| 2023 | 547,279 | 87,273 | 284,947 | 232,727 | 30,000 | 1,182,226 |
| 2022 | 521,217 | 206,250 | 407,071 | 123,750 | 27,000 | 1,285,288 |
Performance Compensation
Short‑term incentive (STI):
- Target bonus is 50% of base salary; payouts are determined against a weighted scorecard .
- 2024 STI metrics and payout for Grae: $350,000 (118% of target) .
| 2024 STI metric | Weight | Target | Actual payout % | Comments |
|---|---|---|---|---|
| Keep G&A to budget | 15% | On budget | 15% | Budget discipline |
| Fuel development milestones & feasibility | 50% | Set by plan | 65% | Exceeded milestones |
| Technical conferences/publications | 5% | Set by plan | 8% | Visibility/validation |
| Executive leadership | 30% | Set by Board | 30% | Leadership assessment |
| Payout (CEO) | — | 50% of salary | 118% of target | $350,000 |
Long‑term incentives (LTI):
- 2024 grant: 127,296 RSAs to Grae on Dec 4, 2024; vest ratably over 3 years .
- 2025 grants (performance‑based structure introduced): total 290,830 shares to Grae (25% service‑based over 3 years; 75% performance‑based through 12/31/2028). Performance buckets: 25% manufacturing goals; 25% fuel facility design/construction; 15% commercial objectives; 10% funding goals; remaining 25% service‑based .
| LTI component | Grant date | Shares | Vesting | Key performance link |
|---|---|---|---|---|
| RSAs (2024) | 12/04/2024 | 127,296 | 1/3 each year over 3 years | Time‑based retention |
| RSAs (2025) | 08/28/2025 | 290,830 | 25% service (3‑yr ratable); 75% performance through 12/31/2028 | Manufacturing (25%), fuel facility (25%), commercial (15%), funding (10%) |
Plan safeguards and policies:
- Nasdaq‑compliant clawback adopted in 2023 for restatements .
- No hedging or pledging; short sales and margin accounts prohibited .
- No repricing of options/SARs without stockholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/12/2025) | 502,536 total shares (375,237 common incl. 5,082 spouse; 127,299 options); 2.4% of common |
| Unvested RSAs at 12/31/2024 | 203,955 shares; market value $964,707 at $4.73/share |
| Options held (exercisable) | Multiple tranches (e.g., 6,303 @ $75.60 exp. 04/08/2025; 17,430 @ $55.20 exp. 11/20/2025; 40,233 @ $12.60 exp. 10/26/2027; 16,146 @ $3.82 exp. 12/02/2029, etc.) |
| Pledging/hedging | Prohibited by policy; none of the shares are subject to pledge |
| 10b5‑1 plan | Adopted 9/30/2025 to sell up to 98,711 shares through 12/30/2026, subject to price limits |
Security ownership table note: None of the executive or director shares are pledged; the Series X Preferred share (voting device) is held by an independent director solely for Proposal 2 mechanics .
Employment Terms
- Employment agreements effective Aug 8, 2018 (replacing 2006 agreements for Grae); target bonus and target LTI each at 50% of base salary .
- Term: initial five years with automatic one‑year renewals unless either party gives notice of non‑renewal .
- Severance (without cause/good reason): 2x base salary + target bonus, payable over 12 months, plus prorated target bonus .
- Change‑of‑control (termination upon/within 24 months): 3x base salary + target bonus (lump sum), plus prorated target bonus; full acceleration of all equity (performance awards vest at target) .
- Benefits continuation: up to 12 months (non‑CoC) or 18 months (CoC) medical/dental/vision .
- Standard confidentiality, non‑compete, non‑solicit, and non‑disparagement provisions .
Board Governance
- Structure: Combined CEO‑Chairman with a Lead Independent Director (Daniel B. Magraw) to counterbalance; Board determined this structure appropriate given CEO’s domain expertise .
- Independence: Grae is not independent; all Audit, Compensation, and Governance/Nominating Committee members are independent .
- Committees: Audit (Chair: Jesse Funches; audit committee financial expert); Compensation (independent directors only); Governance & Nominating (independent directors only) .
- Board activity: Board met four times in 2024; directors each attended at least 75% of Board/committee meetings .
- Director compensation: Non‑employee directors received retainers and RSAs; Grae received no director compensation .
Director compensation policy for 2024 and 2025 (non‑employee):
| Year | Cash retainer | Committee chair fees | Equity grant | Vesting |
|---|---|---|---|---|
| 2024 | $65,000 | Audit Chair $11,000 | $100,000 RSAs (17,183 eq. shares at $5.82) | Vested on 01/02/2025 |
| 2025 | $70,000 | Audit $12k; Comp $8k; Gov/Nom $6k | $100,000 RSAs | Vests quarterly, full after one year |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 81.6% at 2024 annual meeting; Compensation Committee conducted outreach and affirmed pay‑for‑performance design .
- Short‑ and long‑term incentives align with strategic milestones and R&D progress; RSAs used to build ownership and retention .
Compensation peer group and benchmarking:
- 2024 peer group included names such as NuScale Power, Centrus Energy, Uranium Energy Corp., Oklo Inc., among others; committee reviewed 25th/50th/75th percentile data to inform decisions .
Performance & Track Record
Technical and strategic milestones (illustrative):
- INL demonstrations: successful co‑extrusion of an ~8‑foot DU‑Zr clad rod in Feb 2025; prior extrusions of unclad rods; ongoing ATR irradiation preparation under umbrella SPPA/CRADA frameworks .
- R&D collaborations: DOE NEUP projects with Texas A&M and MIT showing promising safety/thermal‑hydraulic results for Lightbridge Fuel in SMR contexts .
- FEED with Centrus: concluded Piketon better suited for industrial‑scale; exploring other LPFFF sites . Financial context:
- No revenue; net losses of $(11.8)m (2024), $(7.9)m (2023), $(7.5)m (2022) .
- Liquidity for ongoing R&D historically supported by ATM equity raises and cash balances; company has highlighted significant multi‑year R&D funding needs .
Shareholder return: - Pay‑versus‑Performance TSR index of 111.82 (2024), 75.89 (2023), 91.96 (2022) .
Compensation Structure Analysis
- Mix shifting toward performance‑based equity: 2025 RSA program introduces 75% performance‑conditioned vesting tied to manufacturing, facility, commercial, and funding milestones—raising execution alignment but also creating incentives around capital formation (funding goals 10%) .
- Cash vs. equity: Majority of NEO pay is at‑risk (committee describes mix roughly 36% salary, 18% STI, 46% equity across NEOs) .
- Policies strengthen investor protections: Clawback adopted; prohibitions on hedging/pledging; no option/SAR repricing without stockholder approval .
Risk Indicators & Red Flags
- Dual role (CEO + Chairman): Potential governance concentration mitigated by Lead Independent Director and fully independent committees; Board has reviewed and affirmed structure .
- Insider selling pressure: A Rule 10b5‑1 plan adopted 9/30/2025 for up to 98,711 shares through 12/30/2026 could create selling overhang; tax‑withholding related Form 4s also occurred in 2024 (late but attributed to payroll processing) .
- Performance‑equity funding metric: 2025 RSAs include a 10% weight on funding milestones, which may incentivize capital‑raising activity (dilution risk at company level) .
- Related party transactions: None reportable under Item 404 in 2024 .
- Legal proceedings: None reported .
Equity Ownership Detail (as of 12/31/2024 unless noted)
| Category | Amount |
|---|---|
| Common shares owned (incl. spouse) | 375,237 |
| Options exercisable | 127,299 |
| Total beneficial | 502,536 (2.4% of common) |
| Unvested RSAs | 203,955 ($964,707 @ $4.73) |
| Pledged | None |
| 10b5‑1 plan | Up to 98,711 shares for sale (9/30/2025–12/30/2026) |
Employment Economics (Change‑of‑Control/Severance)
| Scenario | Cash multiple | Equity treatment | Benefits |
|---|---|---|---|
| Termination w/o cause or for good reason (non‑CoC) | 2x base + target bonus; paid over 12 months; plus prorated target bonus | Normal terms | Up to 12 months medical/dental/vision |
| CoC plus qualifying termination (within 24 months) | 3x base + target bonus; lump sum; plus prorated target bonus | Full acceleration; performance awards vest at target | Up to 18 months medical/dental/vision |
Director Service – Independence & Committees
- Status: Not independent; serves as Chairman; does not sit on independent committees .
- Lead Independent Director: Daniel B. Magraw .
- Attendance: 75%+ by each director; four Board meetings in 2024 .
Investment Implications
- Alignment: Increased use of performance‑based RSAs (75% of 2025 grant) tied to manufacturing, facility build‑out, commercialization, and funding should strengthen execution incentives—particularly around tangible R&D progress and capital formation .
- Governance: CEO‑Chair dual role presents concentration risk but is hedged by a Lead Independent Director and fully independent key committees; no hedging/pledging and a Nasdaq‑compliant clawback are shareholder‑friendly .
- Retention/overhang: Significant unvested RSAs (203,955 at YE‑2024) and a 10b5‑1 plan for up to 98,711 shares through 2026 imply both retention “hook” and potential selling pressure over time .
- Pay‑for‑performance: STI payouts and 2025 LTI design are explicitly tied to milestone achievement; the inclusion of funding as a performance factor (10%) indicates incentives to secure external capital, a necessary precursor to commercialization but a potential dilution vector for shareholders .
- Track record: Recent R&D milestones at INL and positive third‑party technical assessments suggest operational progress; however, Lightbridge remains pre‑revenue with ongoing losses, so investor focus should remain on execution toward ATR irradiation, facility readiness, and partner/utilities engagements under the multi‑year roadmap .