Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2021, the Board of Directors (the "Board") of Lightbridge
Corporation (the "Company") appointed Dr. Sweta Chakraborty and Mr. Mark Tobin
as members of the Board.
Dr. Chakraborty is a globally recognized risk and behavioral scientist and
expert on risks ranging from climate change to COVID-19. She has spent the last
12 years advising government agencies on science and technology policy,
specifically incorporating behavioral science in programmatic design and
delivery, communication, and engagement activities. Dr. Chakraborty currently
serves as the President and Executive Board Member of We Don't Have Time, a
Sweden-based tech start-up, which roles she has held since 2015. Since 2020, Dr.
Chakraborty has also served as the Chair of the Policy Action Unit of Top Tier
Impact Group, a policy institute focused on addressing the world's most pressing
issues, including those related to energy and climate. Prior to her time at Top
Tier Impact Group, Dr. Chakraborty served as Associate Director of the Institute
on Science for Global Policy from 2015 to 2018, where she used her experience to
develop scientific consensus and deliver evidence-based policy recommendations
to policymakers. From 2013 to 2014, Dr. Chakraborty was a cognitive scientist
and project lead at Lootok Ltd., where she designed and implemented internal and
external communication strategies informed by behavioral science in
collaboration with Fortune 100 global companies, such as Mars Inc., Novartis
(NYSE: NVS), and PVH Corp (NYSE: PVH).
Dr. Chakraborty earned a B.S. in Decision Science from Carnegie Mellon
University, a Ph.D. in Behavioral Science from Kings College London, and
completed post-doctorate work at Oxford University.
Mr. Tobin is a global finance and strategy executive with over 24 years of
experience in international investment banking and public company leadership.
Currently, Mr. Tobin serves as Chief Financial Officer of National Underground
Group, a leading provider of underground infrastructure services, a position he
has held since 2021, and sits on the board of data storage solutions provider
Qualstar Corporation (OTC: QBAK), where he has served as a director since 2021.
Prior to his time at National Underground Group, Mr. Tobin served as Chief
Financial Officer of global industrial printer manufacturer Printronix, from
2017 to 2021. From 2013 to 2017, Mr. Tobin served as executive vice president
and Chief Financial Officer of Nanoflex Power Corporation (OTC: OPVS), a
publicly-listed solar technology company. Prior to that, Mr. Tobin served as
Director of Research and as a Senior Research Analyst at Roth Capital Partners,
where he oversaw equity research on hundreds of small-cap public companies,
publishing research on publicly-traded energy infrastructure companies including
nuclear power, wind power, solar power, and electric transmission &
distribution. Mr. Tobin began his career as an officer in the United States Air
Force, overseeing advanced technology development programs and representing the
U.S. as a NATO delegate. He graduated with honors from the U.S. Air Force
Academy with a Bachelor of Science in Management and received an MBA from the
University of Pittsburgh.
There are no arrangements or understandings between either Dr. Chakraborty and
Mr. Tobin and any other person pursuant to which they were appointed as
directors of the Company. Neither Dr. Chakraborty nor Mr. Tobin has any family
relationships with any of the Company's directors or executive officers, and
they have no direct or indirect material interest in any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K. Dr. Chakraborty and Mr.
Tobin will receive compensation for their services as directors of the Company
in accordance with the information presented in the section of the Company's
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on April 7, 2021, titled "Director Compensation."
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The Board of Directors of the Company has determined that both Dr. Chakraborty
and Mr. Tobin are "independent" as that term is defined under the NASDAQ listing
standards. Dr. Chakraborty will serve as Chairman of the Company's
Environmental, Social and Governance Committee and as a member of the Company's
Governing and Nominating and Technology Committees. Mr. Tobin will serve as
Chairman of the Company's Compensation Committee and as a member of the
Company's Audit and Technology Committees.
Item 7.01 Regulation FD Disclosure.
On September 28, 2021, the Company issued a press release announcing the
appointment of Dr. Chakraborty and Mr. Tobin to the Company's Board of
Directors. A copy of the press release is furnished with this Form 8-K as
Exhibit 99.1.
The information in this Item 7.01, including the press release, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated September 28, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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