Sherri Goodman
LIGHTBRIDGEAbout Sherri Goodman
Sherri Goodman (age 65) has served as an independent director of Lightbridge (LTBR) since April 2023. She is an attorney and widely recognized expert on energy, climate change, national security, and public policy, with a 30+ year track record across government, non-profits, and private sector organizations; she holds degrees from Amherst College, Harvard Law School, and Harvard Kennedy School . Her board-relevant credentials include corporate board governance, energy and nuclear, environment, safety and health, cybersecurity, and global partnerships, with a particular focus on audit, finance, and executive committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | First Deputy Undersecretary of Defense (Environmental Security) | — | Led environmental security portfolio; awarded DoD Distinguished Service Awards (1998, 2001) |
| CNA (Center for Naval Analyses) | Senior Vice President & General Counsel | — | Founded and Executive Director of CNA Military Advisory Board; authored landmark national security/energy-climate reports |
| Consortium for Ocean Leadership | President & CEO | — | Led national ocean science consortium |
| U.S. Senate Armed Services Committee | Staff Member | — | National security policy work |
External Roles
| Organization | Role | Tenure/Date |
|---|---|---|
| International Military Council on Climate & Security | Secretary General | Since Nov 2017 |
| Wilson Center (Environmental Change & Security Program; Polar Institute) | Senior Fellow | Since Mar 2016 |
| Sandia National Laboratories | Chair, Energy & Homeland Security External Advisory Board | — |
| Atlantic Council | Board member | — |
| Woods Hole Oceanographic Institution | Board member | — |
| Council on Foreign Relations | Life Member; chaired advisory projects | — |
| Other corporate boards (energy and technology sectors) | Independent director | Not specified (company names not disclosed) |
Board Governance
- Independence: The Board determined Ms. Goodman is independent under Nasdaq and SEC rules; the Board’s Audit, Compensation, and Governance & Nominating committees are fully independent .
- Committee assignments: Governance & Nominating Committee member; not a chair (current committee chairs: Audit—Jesse Funches; Comp—Mark Tobin; Gov/Nom—Daniel B. Magraw/Lead Independent Director) .
- Attendance and engagement: The Board met four times in 2024; each director attended at least 75% of Board and assigned committee meetings (directors are encouraged to attend the annual meeting) .
- Lead Independent Director: Daniel B. Magraw serves as Lead Independent Director in accordance with the company’s governance guidelines .
- Committee activity level: Compensation Committee met five times in 2024; Governance & Nominating Committee met four times in 2024 .
- Governance structure updates: In Feb. 2024, the Board disbanded the Environmental Impact, Energy Security & National Security, and Executive Committees to handle topics at full Board level .
Fixed Compensation (Non-Employee Director)
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual cash retainer | $65,000 | $70,000 |
| Committee membership fees | None (members not paid extra) | None (members not paid extra) |
| Committee chair fees | Audit Chair: $11,000 (Goodman not chair) | Audit Chair: $12,000; Comp Chair: $8,000; Gov/Nom Chair: $6,000 (Goodman not chair) |
| Meeting fees | Not disclosed | Not disclosed |
2024 director compensation paid to Ms. Goodman: $65,000 cash fees .
Performance Compensation (Director Equity)
| Metric | 2024 Grant | 2025 Policy |
|---|---|---|
| Equity award type | Restricted Stock Awards (RSAs) | RSAs |
| Grant-date fair value | $100,000 (per director) | $100,000 annual value |
| Shares/Units | 17,183 equivalent shares for $100,000 award | Not specified (value-based) |
| Grant timing | Awarded Dec 2024; issued Jan 2, 2025; valued at $5.82/share | Annual cycle per policy |
| Vesting | One-year time-based vesting (2024 program) | Vests quarterly and in full after one year (2025 program) |
| Performance metrics | None (time-based; no options in 2024) | None disclosed for directors |
| Clawback | Director equity under 2020 Plan subject to Company clawback policy | Clawback policy adopted in 2023 under Nasdaq rules |
Ms. Goodman’s 2024 total director compensation: $165,000 ($65k cash + $100k stock) .
Other Directorships & Interlocks
- Public company boards: “Independent director on corporate boards in the energy and technology sectors” (specific companies not named in LTBR proxy) .
- Compensation Committee interlocks: None; no LTBR executive served on a board/compensation committee with reciprocal ties during 2024 .
Expertise & Qualifications
- Focus areas: corporate board governance; energy (nuclear and weapons/energy); environment; safety and health; cybersecurity; international partnerships/alliances .
- National security/energy-climate thought leadership (coined “threat multiplier”), high-profile advisory roles, and recognized awards (e.g., DoD Distinguished Service Awards; Environmental Peacebuilding Lifetime Achievement in 2024) .
Equity Ownership
| Ownership Detail | Dec 31, 2024 | Mar 12, 2025 |
|---|---|---|
| Common shares held | 27,259 | 38,847 |
| Stock options | 0 | 0 |
| Percent of common outstanding | — | <1% (denoted “*”) |
| Shares pledged | Company states none of the listed beneficial holdings are subject to pledge | Company states none of the listed beneficial holdings are subject to pledge |
| Hedging/pledging policy | Hedging and pledging prohibited under Insider Trading/Code of Ethics | Hedging and pledging prohibited under Insider Trading/Code of Ethics |
Governance Assessment
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Strengths
- Independent director with deep energy, nuclear, and national security credentials aligned to LTBR’s mission; sits on Governance & Nominating Committee that oversees board composition and code compliance .
- Clear anti-hedging/anti-pledging policy; clawback policy implemented in 2023; director equity under 2020 Plan is subject to clawback—important investor protections .
- No related-party transactions requiring disclosure in 2024; Board reports Section 16 compliance (late filings cited for three executives due to payroll processor, none for Ms. Goodman) .
- Director equity grants are time-based and sized at $100k; compensation guardrail caps annual non-employee director equity at $400k under the 2020 Plan .
- Engagement: Compensation Committee (5 meetings) and Governance & Nominating (4 meetings) in 2024; board-wide attendance ≥75%; say-on-pay support of 81.6% in 2024 with shareholder outreach .
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Watch items
- Director compensation increased in 2025 (cash retainer to $70k; chair retainers up), and director equity vests quarterly (still time-based), which is typical but less performance-linked; no director ownership guidelines disclosed in proxy .
- Specific public company directorships for Ms. Goodman are not named in the proxy; assess for potential interlocks once identified in other filings .
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Signals for investors
- Governance posture shows strong independence, risk oversight, and alignment mechanisms (anti-hedging/pledging, clawback), with no related-party exposures—supportive of board effectiveness and investor confidence .
- Equity ownership is growing (27,259 → 38,847 shares) with no pledging; equity grants remain material relative to cash (time-based vesting) .
Notes:
- Committee chairs: Audit—Funches; Compensation—Tobin; Governance & Nominating—Magraw (Lead Independent Director) .
- Board structure: CEO also Chairman, with Lead Independent Director governance counterweight per guidelines .
- Authorized share increase proposal (2025) emphasizes capital flexibility; not director-specific but relevant to dilution risk monitoring .