DEF 14A of Terrestrial Energy Inc. /DE/
Filed Apr 29, 2026 · FY20250001104659-26-051655
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, three Class I directors are to be elected to hold office until the 2029 Annual Meeting, until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. Our Board currently consists of nine members and is divided into three classes, with each Class I director having a term that expires at the Annual Meeting, each Class II director having a term that expires at the 2027 annual meeting of stockholders, and each Class III director having a term that expires at the 2028 annual meeting of stockholders, or in each case until their respective successor is duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal. The class up for election at the Annual Meeting is Class I, whose members are currently Frederick Buckman, William Johnson, and Hugh MacDiarmid. Upon the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board has nominated and recommended Frederick Buckman, William Johnson, and Hugh MacDiarmid for election to our Board as Class I directors at the Annual Meeting. Shares represented by all proxies received by us and not marked so as to withhold authority to vote for any individual nominee will be voted “FOR” the election of the three nominees named below. The Board knows of no reason why any nominee would be unable or unwilling to serve, but if such should be the case, proxies may be voted for the election of some other person nominated by the Board. The Board of Directors recommends a vote “FOR” each of Frederick Buckman, William Johnson, and Hugh MacDiarmid for election as Class I directors of the Company. Properly submitted proxies will be voted “FOR” election of each of the three nominees identified above unless otherwise specified.
INFORMATION CONCERNING DIRECTORS AND NOMINEES FOR DIRECTOR
INFORMATION CONCERNING DIRECTORS AND NOMINEES FOR DIRECTOR Below are the names of, and certain information about, our current directors, including the principal occupation and business experience of each such person during the past five years.
INFORMATION CONCERNING DIRECTORS AND NOMINEES FOR DIRECTOR
| Name | Age | Position | Classification | Date Named to the Board | | Nominees | | | | | | Frederick Buckman | 80 | Director, Chairperson | Class I | October 20, 2025 | | William Johnson | 72 | Director | Class I | October 20, 2025 | | Hugh MacDiarmid | 74 | Director | Class I | October 20, 2025 | | Continuing Directors | | | | | | Simon Irish | 57 | Chief Executive Officer and Director | Class III | October 20, 2025 | | David LeBlanc | 59 | Chief Technology Officer and Director | Class III | October 20, 2025 | | David Hill | 77 | Director | Class II | October 20, 2025 | | Robert Jones | 75 | Director | Class II | October 20, 2025 | | Shawn Matthews | 59 | Director | Class II | October 20, 2025 | | Charles Pardee | 66 | Director | Class III | October 20, 2025 |
INFORMATION CONCERNING DIRECTORS AND NOMINEES FOR DIRECTOR
We believe that the below-mentioned attributes, along with the leadership skills and other experiences of the officers and board members described below, provide the Company with a diverse range of perspectives and judgment necessary to facilitate the goals of the Company and be good stewards of capital.
Director Nominees
Director Nominees Dr. Frederick Buckman. Dr. Frederick Buckman served as a director of the Company’s predecessor since 2017 and as a member of the Board since October 28, 2025. Dr. Buckman previously held other directorships for several companies, including Pacific Gas & Electric Company from April 2019 to November 2019, Solomon Corporation from 2014 to 2019, and StanCorp Financial Group from 1996 to 2021. In 1999, Dr. Buckman founded and was Chairman and Chief Executive Officer of Trans-Elect Development Company Inc., which became the first independent transmission company in North America. Earlier in his career, Dr. Buckman was the Chief Executive Officer and President of PacifiCorp, where he helped transform PacifiCorp from a regional utility to an international energy company, and, prior to that, he was the President and Chief Executive Officer of Consumers Power Company. Dr. Buckman also served as the Managing Partner of Brookfield Asset Management, where he was responsible for Brookfield’s utility sector, and the President of the Power Group of The Shaw Group Inc., where he oversaw Shaw’s fossil and nuclear power industry capabilities. Dr. Buckman holds a Ph.D. in Nuclear Engineering from the Massachusetts Institute of Technology and a B.S.E. in Science Engineering from the University of Michigan. Dr. Buckman currently serves as a director and the Chairperson of Board. We believe that Dr. Buckman is well qualified to serve on the due to his extensive experience serving as an executive officer and director of several energy companies. William Johnson. William Johnson served as a director of the Company’s predecessor since 2023 and as a member of the Board since October 28, 2025. Mr. Johnson has almost 40 years of experience in and around the utility business. He started his career in 1983 as an attorney with Hunton & Williams, a firm focused broadly on the utility industry, where he represented utilities across the United States. After becoming a partner in the firm in 1990, he transitioned to working directly in the utility field. Since 1992, Mr. Johnson has served in nearly every executive capacity within utility companies and has been the Chief Executive Officer of three large utilities (Progress Energy, Tennessee Valley Authority, and Pacific Gas & Electric). Mr. Johnson has broad experience in operations, public and governmental affairs, finance, mergers and acquisitions and other aspects of the utility business. He currently holds directorships on a number of corporate boards, including TC Energy (TSX: TRP) and Nisource Inc. (NYSE: NI). Mr. Johnson holds a J.D. degree from the University of North Carolina School of Law, graduating summa cum laude, and a B.A. degree from Duke University in North Carolina. We believe that Mr. Johnson is well qualified to serve as a director on the Board due to his extensive utility and legal experience. Hugh MacDiarmid. Hugh MacDiarmid served as a director of the Company’s predecessor since 2014, where he also served as Chairperson until February 2025, and has served as a member of the Board since October 28, 2025. Mr. MacDiarmid currently serves as a director of Ridge Canada Cyber Solutions Inc., a managing general agency for cyber risk insurance. Mr. MacDiarmid also served on the board of directors of SeaCube Container Leasing Limited, a global-scale marine container leasing firm, from 2013 to 2023, and of Pinnacle Renewable Energy, a wood pellet producer, from 2018 to 2021. From 2008 to 2011, Mr. MacDiarmid served as the President and Chief Executive Officer of Atomic Energy of Canada Limited. Previously, Mr. MacDiarmid was the President and Chief Executive Officer of Laidlaw Transit Inc. from 2003 to 2005, Executive Vice-President, Commercial of Canadian Pacific Railway from 1995 to 2001, and President and Chief Executive Officer of Lumonics Inc. from 1987 to 1990. Early in his career, Mr. MacDiarmid was an Associate and then Principal with McKinsey & Company, a leading international management consulting firm. Mr. MacDiarmid holds an M.B.A. from Stanford University, graduating as a Miller Scholar, and an H.B.A. in Business Administration from Western University. We believe that Mr. MacDiarmid is well qualified to serve as a director on the Board due to his significant executive experience serving on corporate boards, his executive experience gained as CEO of Atomic Energy of Canada Limited and several other C-Suite roles, and as a former Chairman of Terrestrial Energy.
Continuing Directors
Continuing Directors Simon Irish. Simon Irish served as Chief Executive Officer and a member of the board of directors of the Company’s predecessor since 2014 and as Chief Executive Officer of the Company and a member of the Board since October 28, 2025. Mr. Irish brings more than 20 years of finance and investment management experience across a broad range of market sectors and industries, both domestically and internationally. Previously, Mr. Irish held senior positions for nearly 8 years at Man Global Strategies (“MGS”), including head of MGS in North America. MGS is the strategic investment division of Man Group Plc (“MAN”), a leading global investment management business. During his time at MGS, Mr. Irish was responsible for building and managing the largest and most active strategic investment and managed account business in North America at the time. Mr. Irish was also a member of MAN’s Investment Committee and responsible for corporate acquisition opportunities in North America. Prior to that, Mr. Irish was a derivatives structurer and trader at Credit Suisse Financial Products, a London-based investment firm and a leading global bank in the derivatives sector. Mr. Irish holds an MA in Natural Sciences from Cambridge University and an MSc in Finance from the London Business School. We believe that Mr. Irish is well qualified to serve as Chief Executive Officer of the Company, and as a director of the Board, due to his deep understanding of Terrestrial Energy’s business and his significant investment banking and finance experience. Dr. David LeBlanc. Dr. David LeBlanc served as Chief Technology Officer and as a member of the board of director of the Company’s predecessor since 2013 and as the Company’s Chief Technology Officer and as a member of the Board since October 28, 2025. Dr. LeBlanc is a globally recognized expert and leader on molten salt reactors and has dedicated his career to the improvement and realization of advanced nuclear power systems, in particular MSR technologies. Dr. LeBlanc is the sole private sector member of the Gen IV International Forum, an intergovernmental research group focused on advanced reactors. In 2008, Dr. LeBlanc founded Ottawa Valley Research Associates Ltd. to advance MSR technologies and has filed patents relating to such technologies that have specific bearing on improving and broadening the commercial application of the MSR technology. Dr. LeBlanc is a frequent speaker at international nuclear industry conferences on Molten Salt Reactor design concepts, he has had numerous news media engagements covering MSR technologies, and his numerous academic articles are extensively cited. Dr. LeBlanc holds a Ph.D. and M.Sc. in Physics from the University of Ottawa and a B.Sc. in Physics from the University of New Brunswick. Dr. David Hill. Dr. David Hill served as a director of the Company’s predecessor since 2014 and as a member of the Board since October 28, 2025. Dr. Hill is a scientist with 35 years of career experience in nuclear research and nuclear laboratory management. From 2005 to 2012, Dr. Hill was Deputy Laboratory Director for Science and Technology at Idaho National Laboratory. From 1984 to 2012, Dr. Hill held senior executive management positions in the foremost national nuclear laboratories in the U.S., specifically Argonne National Laboratory, Oak Ridge National Laboratory and Idaho National Laboratory. During this period, he led major projects, oversaw hundreds of staff, and managed annual research and development budgets totaling hundreds of millions of dollars. Dr. Hill holds a Ph.D. and B.Sc. in mathematical physics from the Imperial College, London University, and an M.B.A. from the University of Chicago Graduate School of Business. He is a Fellow of the American Nuclear Society and Member of the International Nuclear Academy. Robert Jones. Robert Jones served as a director of the Company’s predecessor since 2025 and as a member of the Board since October 28, 2025. Mr. Jones is a seasoned finance professional with over 50 years of experience in the financial sector. Mr. Jones served in various positions at Morgan Stanley from 1974 to 2024. Mr. Jones ran the Global Power and Utility Group at Morgan Stanley from 1990 to 1997. In 1997, Mr. Jones was named the Vice Chairman of Investment Banking, a position he held until 2009. From 2009 to 2024, Mr. Jones was a Senior Advisor to Morgan Stanley. In 2007, Mr. Jones was elected to the board of directors of Progress Energy Corporation, on which he served until its merger with Duke Energy in 2012. While serving on the board, Mr. Jones chaired the Finance Committee and was a member of both the Executive Committee and the Organization and Compensation Committee. In 2013, Mr. Jones was elected to the board of directors of BATS Global Markets Inc. where he chaired the Compensation Committee until the company was sold to the Chicago Board of Options Exchange in 2017. From 2015 to 2019, Mr. Jones also served on the board of directors of the Electric Power Research Institute. Mr. Jones received his B.A. from Colgate University and his M.B.A. from Harvard Business School. Shawn Matthews. Shawn Matthews has served as a member of the Board since the inception of the Company and previously served as Chairman of the Board and Chief Executive Officer of the Company from its inception until October 28, 2025. Mr. Matthews is a financial services expert and entrepreneur with more than 30 years of management experience in public and private corporations. On January 20, 2022, HCM Acquisition Corp (Nasdaq: HCMA) (“HCM”), raised $287 million in its initial public offering, led by Mr. Matthews as Chairman and CEO. Since January 2019, Mr. Matthews founded and has served as the Chief Investment Officer of Hondius Capital Management, an alternative investment firm. In such capacity, he is responsible for the overall success of Hondius Capital Management with a particular focus on managing all firm investments. Mr. Matthews is the founder and Chief Executive Officer of Hondius Energy and its affiliate, HondGo, owners and operators of fast chargers and batteries for electric vehicles. Mr. Matthews is also the Chief Executive Officer of Mercator Power, a company that provides installation services for fast chargers and batteries for electric vehicles. From March 2009 until December 2018, Mr. Matthews served as Chief Executive Officer of Cantor Fitzgerald & Co., a leading financial services firm. Mr. Matthews also served as a member of the Executive Committee of the Cantor Fitzgerald & Co. from March 2009 until December 2018. During his tenure at Cantor Fitzgerald & Co., Mr. Matthews played a significant role in the growth of the company, with significant revenue and earnings growth during his tenure. In addition, while serving as the Chief Executive Officer of Cantor Fitzgerald & Co., Mr. Matthews founded and oversaw their sizeable SPAC business. Mr. Matthews also served on the board of directors of Securities Industry and Financial Markets Association from January 2011 through December 2013. Since July 7, 2025, Mr. Matthews has also served as Chief Executive Officer of DNA Holdings Venture, Inc., a leader in integrating Web 3, cryptocurrency, artificial intelligence, and capital markets. Mr. Matthews received his M.B.A. from Hofstra University and a B.S. in Finance and Economics from the Fairfield University Dolan School of Business. Pursuant to the Business Combination Agreement, HCM II was granted rights to designate one director for election to the Board and selected Mr. Matthews.
Continuing Directors
Charles Pardee. Charles Pardee served as a director of the Company’s predecessor since 2024 and as a member of the Board since October 28, 2025. Mr. Pardee has also served on the board of directors of Xcel Energy Inc. (Nasdaq: XEL) since 2020 and Emirates Nuclear Energy Corporation since 2019. Mr. Pardee has more than three decades of leadership experience in the electric utility industry, including past operational responsibilities at a dozen U.S. nuclear stations. Mr. Pardee also provides consulting services for U.S. and internal nuclear generation businesses. From 2013 to 2017 he was Executive Vice President and Chief Operating Officer of the Tennessee Valley Authority (“TVA”), the largest public power provider in the United States and the sixth largest by generating capacity with approximately 35 gigawatts, of which nuclear generation is 40 percent. Prior to joining TVA, he was Chief Operating Officer of Exelon Generation, where he led more than 10,000 employees and managed 30,000 megawatts of diverse generation, including the nation’s largest nuclear fleet. At the same time, he served as chairman of Constellation Energy Nuclear Group, an Exelon subsidiary. From 2018 to 2023, Mr. Pardee was a member of the Nuclear Safety Advisory Board of Tokyo Electric Power Company. Mr. Pardee holds a B.S. in Marine Engineering from the United States Merchant Marine Academy and completed the Harvard Advanced Management Program.
Compensation Committee
| ● | reviewing and making recommendations to the Board regarding director compensation; |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION We are a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with the reduced public company executive and director compensation disclosure requirements applicable to smaller reporting companies. Additionally, the Company is an “emerging growth company,” as defined in the JOBS Act and the following is intended to comply with the reduced disclosure requirements applicable to emerging growth companies.
Executive Compensation
| | | | | Stock Awards | Option | All Other | | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | ($)(2) | Awards ($)(3) | Compensation ($) | Total ($) | | Simon Irish | 2025 | 169,453 | 155,000 | 12,716,201 | — | 40,692(4) | 13,081,346 | | Chief Executive Officer | 2024 | 43,023 | — | — | 61,876 | 136,144 | 241,043 | | Shawn Matthews(5) | 2025 | 5,479 | — | 36,741 | — | — | 42,220 | | Former Chief Executive Officer | 2024 | — | — | — | — | — | — | | Brian Thrasher(6) | 2025 | 172,727 | 45,000 | — | 1,225,000 | 15,154(7) | 1,457,881 | | Chief Financial Officer | 2024 | — | — | — | — | — | — | | Steven Millsap(8) | 2025 | 163,551 | 55,500 | — | 1,230,000 | 19,978(9) | 1,469,029 | | General Counsel and Secretary | 2024 | — | — | — | — | — | — |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table presents information about unexercised options and unvested stock awards that were held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | Option Awards | | | | Stock Awards | | | | Number of | | | | | | | | Securities | Number of | | | Number of | Market Value | | | Underlying | Securities | Option | | Shares or Units | of Shares or | | | Unexercised | Underlying | Exercise | | of Stock That | Units of Stock | | | Options (#) | Unexercised Options | Price | Option | Have Not | That Have Not | | Name | Exercisable | (#) Unexercisable | ($) | Expiration Date | Vested (#) | Vested ($)(1) | | Simon Irish | 178,812 | — | 0.15(2) | 6/16/2028 | | | | | 178,812 | — | 0.15(2) | 12/31/2029 | | | | | 107,287 | — | 2.24 | 1/24/2031 | | | | | 98,346 | — | 2.24 | 5/19/2032 | | | | | 2,172,562 | — | 0.15(2) | 12/31/2034 | | | | | 21,904 | — | 2.24 | 1/1/2043 | | | | | 26,285 | — | 2.24 | 1/1/2043 | | | | | 24,140 | — | 2.01 | 6/16/2038 | | | | | 4,381 | — | 2.24 | 1/1/2045 | | | | | 2,279,849 | — | 0.15(2) | 12/31/2034 | | | | | 119,223 | 59,589(3) | 2.24 | 7/14/2033 | | | | | 59,634 | 29,772(4) | 2.24 | 4/1/2043 | | | | | | | | | 1,023,161(5) | 6,251,514 | | | | | | | 166,298(6) | 1,016,081 | | Shawn Matthews | | | | | 4,925(7) | 30,092 | | Brian Thrasher | — | 156,460 | 7.83 | 6/4/2045 | | | | Steven Millsap | — | 134,109 | 9.17 | 7/9/2045 | | |
Outstanding Equity Awards at December 31, 2025
| (1) The market value of unvested and unearned stock awards is based on the closing price of our common stock on December 31, 2025 ($6.11). Vesting is generally subject to continued service through the vest date for each award. |
Outstanding Equity Awards at December 31, 2025
| (2) These option awards have exercise prices tied to Canadian dollars. The amounts presented in the table have been converted to U.S. dollars using a spot rate as of December 31, 2025 of approximately USD $0.72865 to CAD $1.00. |
Outstanding Equity Awards at December 31, 2025
| (3) Represents the unvested portion of options granted on July 14, 2023, vesting in three equal installments on the first, second and third annual anniversaries of the grant date |
Outstanding Equity Awards at December 31, 2025
| (4) Represents the unvested portion of options granted on April 1, 2023, vesting in three equal installments on the first, second and third annual anniversaries of the grant date. |
Outstanding Equity Awards at December 31, 2025
| (5) Represents the unvested portion of time-based stock awards granted on October 21, 2025, vesting in two equal installments on the first and second annual anniversaries of the grant date. |
Outstanding Equity Awards at December 31, 2025
| (6) Represents the unvested portion of time-based stock awards granted on October 28, 2025, vesting in three equal installments on the first, second, and third annual anniversaries of the grant date. |
Outstanding Equity Awards at December 31, 2025
| (7) Represents the unvested portion of time-based stock awards granted on December 18, 2025 that will vest in full on December 31, 2026. |
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program The Company historically did not have formal arrangements under which non-employee directors received cash compensation for their service on the Board or its committees prior to the Closing. TEDI had a practice of granting awards under the 2024 Plan to non-employee directors from time-to-time prior to the Closing. On December 19, 2025, the Board adopted a non-employee director compensation policy which provides that non-employee directors will receive cash and equity compensation for their service on the Board of Directors. The policy provides for cash compensation in the amount of $25,000 annually and an annual equity grant of $25,000 in restricted stock units pursuant to the 2025 Plan. The non-employee directors serving on a Board committee or as the Chairperson of the Board are eligible to receive additional annual cash and equity compensation pursuant to the 2025 Plan. Directors who serve on the Audit Committee receive additional annual compensation of $12,500 in cash and $12,500 in RSUs, while service on the Compensation Committee or the Nominating and Governance Committee each entitles a Director to additional annual compensation of $6,250 in cash and $6,250 in RSUs. The Chairperson of the Board is eligible to receive an additional $25,000 cash retainer and $25,000 in additional restricted stock units pursuant to the 2025 Plan annually. Non-employee directors will also be reimbursed for reasonable travel expenses incurred in connection with in-person attendance at Board of Director meetings in accordance with the Board’s compensation policy and the Company’s reimbursement policies and procedures. Named executive officers and non-employee directors are also subject to the Company’s named executive officer and director perquisite policy. Any directors who are also employees of the Company are not paid for their service as directors. The table below summarizes all compensation received by each of the Company’s non-employee directors for services as a director performed during the fiscal year ended December 31, 2025.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| | Fees | | | | | | earned or | | Options | | | | paid in cash | Stock awards | awards | | | Name | ($) | ($)(1) | ($)(2) | Total ($) | | Frederick Buckman | 8,767 | 58,777 | 150,000 | 217,544 | | David Hill | 20,220 | 29,392 | — | 49,612 | | William Johnson | 7,671 | 51,429 | — | 59,100 | | Robert Jones | 7,671 | 51,429 | 350,000 | 409,100 | | Hugh MacDiarmid(3) | 35,607 | 51,429 | 8,400 | 95,436 | | Charles Pardee | 6,575 | 44,081 | — | 50,656 |
DIRECTOR COMPENSATION
| (1) Reflects the aggregate grant date fair value of awards of restricted stock and restricted stock units granted during the applicable year calculated in accordance with FASB ASC Topic 718. |
DIRECTOR COMPENSATION
| (2) Reflects the aggregate grant date fair value of Options granted during the applicable year calculated in accordance with FASB ASC Topic 718. |
DIRECTOR COMPENSATION
| (3) Compensation paid to Mr. MacDiarmid before the Business Combination was paid in Canadian dollars. The amounts presented in the table have been converted to U.S. dollars using an average conversion rate for fiscal year 2025 of approximately USD $0.7255 to CAD $1.00. |
DIRECTOR COMPENSATION
Shawn Matthews served Chairman and CEO of the Company until October 28, 2025. See “Summary Compensation Table” above for amounts paid to Mr. Matthews during fiscal year 2025 (including amounts paid for his service as a non-employee director after October 28, 2025).