LIGHTBRIDGE Corp

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider. Please read the entire proxy statement carefully before voting.

In addition, stockholders may be asked to consider any other business properly brought before the meeting.

Our Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by a plurality of votes cast. Thomas Graham, Jr., the current Chairman of the Company's Board of Directors is not standing for re-election at the annual meeting.

Stockholder Outreach and Our Response

The Compensation Committee of the Board of Directors (the “Compensation Committee”) reviews the Company's executive compensation programs on a regular basis. At our 2023 annual meeting of stockholders, our advisory vote on executive compensation (the “say-on-pay vote”) received approval from 79.2% of the votes cast at the meeting compared to the prior year’s 88.0% approval. The Compensation Committee is committed to engaging with and responding to stockholders with the objective of increasing stockholder support for our executive compensation programs. While we maintain a pay for performance philosophy (more variable than fixed pay, annual incentives based on achievement of specific objectives, the use of appreciation-based stock options and restricted stock, etc.), the Compensation Committee felt it was critical to reach out directly to stockholders in order to understand the key drivers of the say-on-pay support and what actions the Compensation Committee might take to improve future vote results. As such, we met with stockholders and constituents to discuss executive compensation, corporate governance, and related matters.

As part of this process in 2023 and 2024, we contacted all of our major stockholders, accounting for an aggregate of approximately 42% of our shares outstanding at that time. Our outreach determined that shareholders either had no opinion or were generally supportive of our compensation programs.

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PROXY STATEMENT SUMMARY

As part of our Board of Directors’ commitment to engagement with our stockholders, we evaluate and respond to the views voiced by our stockholders on a regular basis. This dialogue with our stockholders has led to the reaffirmation of, or enhancements to, certain of our corporate governance and executive compensation practices, which our Board believes are in the best interest of our Company and our stockholders.

The Compensation Committee adopts strategic corporate milestone goals, which align executives with long-term stockholder value creation and are used to inform the Compensation Committee’s annual incentive payout determinations. All of our named executive officers participate in the Lightbridge Corporation Employee Stock Purchase Plan (the “ESPP”), and all of the ESPP shares are acquired on the open market. In 2023, we issued restricted stock awards to our executives as part of our long-term incentive compensation program. This, along with the ESPP, help to build share ownership and retention holding power among our executives.

We disclose in our proxy statement the realizable value of equity compensation granted to our Chief Executive Officer(“ CEO”) (see below), in light of the difference between the amount reported in the total compensation column of the Summary Compensation Table and the value actually realized by our CEO. We continue to provide this disclosure in this proxy statement to more clearly illustrate the alignment of CEO pay outcomes and stockholder value.

We plan to continue our outreach to our stockholders and continue to refine our stockholder engagement process to connect with our stockholders.

The table below provides a comparison of the value of compensation elements for the CEO disclosed in the Summary Compensation Table from 2019-2023 and the compensation actually realizable by the CEO. The table illustrates that the CEO’s equity award values have realizable value below the grant-date fair value of awards, which is aligned with the stockholder experience over the same time period.

Summary Compensation Table compensation consists of (i) actual base salary; (ii) actual short-term incentive compensation received; and (iii) the fair value of all long-term incentive awards on the date of grant, calculated in accordance with the reporting requirements for the Summary Compensation Table. Realizable pay consists of (i) actual base salary; (ii) actual short-term incentive compensation received; and (iii) the intrinsic value of long-term incentive awards granted in each year from 2019 to 2023, as valued on December 31, 2023.

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Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, VA 20190 USA 571.730.1200

2024 PROXY STATEMENT

The Board of Directors (the “Board”) of Lightbridge Corporation, a Nevada corporation (the “Company,” “Lightbridge” or “we”) is furnishing this proxy statement and the accompanying proxy to you to solicit your proxy for the 2024 Annual Meeting of Stockholders (the “annual meeting”). The annual meeting will be held on Friday, April 19, 2024 at 11 a.m., Eastern Time. The annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast.