DEF 14A of Fermi Inc.
Filed Oct 2, 2026 · FY20250001213900-26-106378
A MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER
| | Page | | PROXY SUMMARY | 1 | | PROPOSAL 1 — ELECTION OF DIRECTORS | 4 | | CORPORATE GOVERNANCE | 7 | | General | 7 | | Board Membership and Qualifications | 7 | | Board Leadership Structure | 8 | | Attendance and Executive Sessions | 8 | | Communications with Non-Management Directors | 8 | | Risk Oversight | 9 | | Committees of the Board | 9 | | Director Identification | 11 | | Certain Relationships and Related Transactions, and Director Independence | 12 | | Insider Trading Policy | 14 | | Clawback Policy | 14 | | Hedging Transactions | 14 | | VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS | 15 | | Security Ownership of Certain Beneficial Owners | 15 | | Security Ownership of Management | 15 | | COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS | 17 | | 2025 Summary Compensation Table | 17 | | Narrative Disclosure to 2025 Summary Compensation Table | 18 | | Outstanding Equity Awards at Fiscal 2025 Year-End | 21 | | Potential Payments Upon Termination or Change-in-Control | 21 | | Policies and Practices Relating to the Timing of Equity Awards | 24 | | Compensation of Directors | 24 | | Equity Compensation Plan Information | 24 | | AUDIT COMMITTEE REPORT | 26 | | PROPOSAL 2 — RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS | 27 | | OTHER MATTERS | 28 | | About the Annual Meeting | 28 | | Voting Procedures | 28 | | Quorum; Effect of Abstentions and Broker Non-Votes | 29 | | Submission of Shareholder Proposals and Director Nominations | 29 | | Delinquent Section 16(a) Reports | 29 | | Conduct of Meeting and Discretionary Authority | 30 | | Householding | 30 | | Costs of Solicitation | 30 |
Director Nominees
Director Nominees
Director Nominees
| Name | Occupation | Independent | Director Since | Other Current Public Boards | Audit | Compensation | Finance | | Jeffrey S. Stein | Partner at Breakpoint Partners | | 2025 | 1 | | | • | | Rick Perry | Former Texas Governor and former U.S. Department of Energy Secretary | | 2025 | 1 | | | |
Director Nominees
____________ • Committee Member
Director Nominee Composition
Director Nominee Composition In evaluating director candidates for membership, numerous factors are considered, including, for example, skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Company’s business. The Board is composed of, and benefits from, individuals with distinguished leadership experience across multiple industries, including engineering, construction, energy, professional services, financial services, technology, and government affairs.
Governance Best Practices
Governance Best Practices We are committed to strong corporate governance policies and practices that promote the interests of our shareholders and strengthen Board and management accountability, highlights of which are listed below.
Governance Best Practices
| Governance Principles | Governance Practices | | Accountability to our Shareholders | • Each shareholder is entitled to one vote for each share of common stock held. • Our Bylaws permit shareholder proxy access. • Shareholders constituting not less than 50% of the outstanding shares of the Company’s capital stock can request a special meeting. | | Board Independence | • 4 out of 6 members of the Board are independent. • We have an independent Chairman of the Board. • The independent Chairman of the Board may call meetings and hold executive sessions with independent directors. • All members of the Audit Committee and Compensation Committee are independent. | | Board Policies and Practices | • We periodically review our Corporate Governance Guidelines, as well as all committee charters. • Our Corporate Governance Guidelines limit the number of public company boards upon which directors may sit to protect against overboarding. • Our Board actively engages in Chief Executive Officer (“CEO”) succession planning and reviews succession plans for our other executives. • Our Board and Compensation Committee evaluate our CEO’s performance annually. |
Governance Best Practices
| Governance Principles | Governance Practices | | Alignment of Interests and Leading Governance Practices | • Our Board has adopted a Compensation Recovery Policy (the “Clawback Policy”) to recoup executive officers’ erroneously awarded incentive-based compensation in the event the Company is required to restate its financial statements. • Our Insider Trading Policy prohibits employees (including officers) and directors from entering into hedging transactions with respect to the Company’s securities or pledging Company securities as collateral for a loan. • Our Code of Ethics and Business Conduct (the “Code of Ethics”) applies to all employees (including officers) and directors. |
PROPOSAL 1 — Election of Directors
PROPOSAL 1 — Election of Directors At the Annual Meeting, two directors are nominated to be elected for terms expiring at the 2029 Annual Meeting of Shareholders or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal from office in accordance with the provisions of the Company’s Bylaws. Robert Masson and George Wentz, have been selected as a proxy committee by the Board, and it is the intention of the proxy committee that, unless otherwise directed therein, proxies will be voted for the election of all of the nominees listed below. Although it is not contemplated that any of the nominees will be unable to serve, if such a situation arises prior to the meeting, the proxy committee will act in accordance with its best judgment. Each of the nominees has indicated his or her willingness to serve as a member of the Board, if elected. Mr. Perry was elected to the Board in September 2025 and Mr. Stein was elected to the Board in April 2025. Fermi currently has a classified Board, with only one class up for election this year.
Director Nominees
Director Nominees
Director Nominees
| Director Since: 2025 Principal Occupation Former Governor of Texas and former U.S. Secretary of Energy Board Committees None Skills and Qualifications • Government Affairs • Energy • Risk Management | GOVERNOR RICK PERRY Age: 76 | Independent Director | | | • Governor Perry brings decades of executive-level leadership and energy policy experience to Fermi. Since January 2020, Governor Perry has served as a director on the board of Energy Transfer. As U.S. Secretary of Energy from 2017 to 2019, he oversaw the DOE’s $30 billion annual budget and led major policy initiatives to modernize the U.S. nuclear energy sector, including reviving efforts for advanced reactor licensing and securing international energy partnerships. During his tenure, he was instrumental in launching DOE programs that expanded support for nuclear innovation, LNG export infrastructure, and gas-fired baseload power, while reinforcing U.S. energy independence on the global stage. Prior to his federal role, Perry served as Governor of Texas for 15 years — the longest tenure in state history — where he was pivotal in transforming Texas into a global energy powerhouse through regulatory reform, private capital mobilization, and pro-growth policies. |
Director Nominees
| Director Since: 2026 Principal Occupation Co-Founder and Managing Partner, Breakpoint Advisory Partners LLC Board Committees • Audit • Finance Skills and Qualifications • Finance & Accounting • Risk Management | JEFFREY S. STEIN Age: 56 | Independent Director | | | • Mr. Stein is currently Co-Founder and Managing Partner of Breakpoint Advisory Partners LLC, a boutique corporate advisory and investment banking firm that provides consulting services to companies navigating complex transactions and strategic transformations, a role he has held since April 2025. From January 2010 to March 2025, Mr. Stein was a Founder and Managing Partner of Stein Advisors LLC, a financial advisory firm that provided consulting services to public and private companies and institutional investors. Mr. Stein is an accomplished corporate executive and director, including leadership and committee positions, of both public and private companies. Mr. Stein has served as an Executive Chairman, Chief Executive Officer, and as a director on audit, compensation, corporate governance, finance, and risk committees. Mr. Stein has been engaged as an executive and director to support companies navigating a variety of strategic matters, including complex contract negotiations, capital structure and performance optimization, and regulatory oversight. Mr. Stein has served as Chairman of the Board of Octave Specialty Group, Inc. since January 2015, and as a director since May 2013. Mr. Stein previously served as a director on the boards of Sunnova Energy International Inc. from April 2025 to November 2025, Vertex Energy, Inc. from August 2024 to January 2025, Rite Aid Corporation from July 2023 to September 2024, Troika Media Group, Inc. from November 2022 to March 2024, Aearo Technologies LLC from June 2022 to May 2024, GWG Holdings Inc. from June 2022 to July 2023, Intelsat Connect Finance S.A. from March 2020 to February 2022, NMC Health plc from April 2020 to September 2020, Westmoreland Coal Company from August 2016 to March 2019, and Dynegy Inc. from October 2012 to April 2018. |
Continuing Directors
Continuing Directors
Continuing Directors
| Director Since: 2025 Principal Occupation Chief Executive Officer, Fermi Inc. Board Committees • Finance Skills and Qualifications • Public CEO • Safety • Construction | LEE MCINTIRE Age: 77 | Chief Executive Officer, Director | | | • Mr. McIntire brings over 45 years of executive leadership and corporate governance experience in the engineering and construction, oil and gas, and nuclear power industries to Fermi. Mr. McIntire currently serves as a board member of McDermott International, Ltd, Spur Petroleum, Ltd. and Al Bawani Holding. Previously, Mr. McIntire served from 2014 to 2024 as a director of Ovintiv, Inc., a leading North American exploration and production company; from June 2021 to January 2022 as the Interim President and Chief Executive Officer of McDermott International, Ltd., a privately held company that provides engineering and construction solutions to the energy industry; and from 2015 to 2018 as the Chief Executive Officer of TerraPower, LLC, an advanced nuclear reactor engineering and development company. Earlier in his career, Mr. McIntire served as Chairman, Chief Executive Officer and President of CH2M HILL, Inc. and as Partner, Executive Vice President and board member of Bechtel Corporation. Mr. McIntire also lends his leadership to a number of organizations around the world as an advisor. Mr. McIntire holds a B.S. from the University of Nebraska College of Civil Engineering, and an M.B.A. from the Thunderbird School of Global Management in Arizona. He also attended the Executive Management Program at Dartmouth’s Tuck School of Business and served as Executive-in-Residence at the University of California, Davis, Graduate School of Management. |
Continuing Directors
| Director Since: 2026 Principal Occupation Chief Power Officer, Fermi Inc.; Managing Partner, Twenty First Century Utilities Board Committees None Skills and Qualifications • Power | LARRY KELLERMAN Age: 71 | Chief Power Officer, Director | | | • Mr. Kellerman boasts a nearly 40-year career in the power generation business, including the building of multi-billion-dollar energy asset portfolios. Since January 2015, Mr. Kellerman has been a Managing Partner at Twenty First Century Utilities, where he focuses on the acquisition, operation and transformative improvement of assets and enterprises in the North American power generation sector. Mr. Kellerman also advised private equity leaders, including I Squared Capital, on their power portfolios. Mr. Kellerman served as the Chief Executive Officer of Atlantic Power & Utilities from February 2023 to May 2024 and President from January 2022 to February 2023. In addition, he has also served in several prior senior management positions as a Senior Management Partner at El Paso Corporation, Partner and Managing Director at Goldman Sachs and CEO of Quantum Utility Generation backed by Quantum Energy Partners. Mr. Kellerman holds a Bachelor of Arts degree in Management and an MBA from West Coast University. |
Continuing Directors
| Director Since: 2025 Principal Occupation Founding Partner, BayPine Board Committees • Audit • Compensation • Finance Skills and Qualifications • Technology • Human Capital • Finance | MARIUS HAAS Age: 59 | Independent Director, Chairman of the Board | | | • Mr. Haas is a Founding Partner of BayPine, which he founded in May 2020. Mr. Haas has spent most of his career leading executive teams and organizations in the technology and enterprise solutions industry, and has significant expertise in digital transformation, emerging technologies, and B2B business models. His career includes senior leadership roles at Dell Technologies, Hewlett-Packard, Compaq and Intel Corporation. Prior to BayPine, Mr. Haas served as President and Chief Commercial Officer of Dell Technologies, which had over $90 billion of revenue in fiscal year 2020. He played an instrumental role as a senior operating executive in the take-private of Dell in 2013, the subsequent integration of Dell, EMC, and VMware in 2016, and the strategic transformation of Dell from a commodity PC supplier into a leading provider of strategic technology infrastructure and managed enterprise solutions. At Hewlett-Packard, Mr. Haas was the Chief Strategy Officer and Head of Global M&A for six years during which the company more than doubled its market capitalization to over $130 billion. Mr. Haas currently serves on the boards of Harbor and HydroBlok NA. He also has served as an industry advisor to KKR’s technology investment team. Mr. Haas holds a BA from Georgetown University and an MBA from the American Graduate School of Global Management. |
Continuing Directors
| Director Since: 2025 Principal Occupation Co-Founder and CEO of Carry1st Board Committees • Audit • Compensation Skills and Qualifications • Finance & Accounting • Technology | CORDEL ROBBIN-COKER Age: 39 | Independent Director | | | • Mr. Robbin-Coker is the Co-Founder and Chief Executive Officer of Carry1st, a venture-backed video game publisher and consumer fintech platform in Africa, a position he has held since July 2018. For the decade prior to founding Carry1st, Mr. Robbin Coker served as an investment banker with Morgan Stanley and private equity investor with The Carlyle Group, culminating in his role as Vice President in the Carlyle Sub-Saharan Africa Fund. Mr. Robbin-Coker serves on the board of The Hershey Company (NYSE: HSY), currently serving as chair of its Finance and Risk Management Committee and a member of its Compensation Committee. In addition, he has served on the joint boards of the Hershey Trust Company and Milton Hershey School since January 2019. Mr. Robbin-Coker graduated with a BA in Political Science from Stanford University. |
Hedging Transactions
Hedging Transactions The Company’s Insider Trading Policy governs the purchase of financial instruments and transactions that hedge or offset, or are designed to hedge or offset, a decrease in the market value of Company securities held by directors, officers, or certain employees as part of the compensation of such individuals, or held directly or indirectly. This policy applies to all directors and officers of the Company, and certain employees of the Company (such employees, collectively with the directors and officers, the “Insiders” many of which are referred to under UK securities rules as persons discharging management responsibilities “PDMRs”). PDMRs are officers, directors and employees of the Company or its subsidiaries who have regular access to material, non-public information relating directly or indirectly to the Company and the power to take managerial decisions affecting future developments and business prospects of the Company. Under this policy, directors, officers, PDMRs, Insiders of the Company, and employees are prohibited from engaging in hedging or monetization transactions with respect to Company securities, short sales of any Company securities, and transactions in derivative securities involving Company securities (but excluding any instruments granted under any Company equity incentive plan, including the exercise of options, restricted stock, restricted stock units, or other derivative securities). The policies’ restrictions also apply to family members (as defined in the policy) of directors, officers, or employees. In addition, directors and officers are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan, unless a waiver for a specific loan transaction is approved by the Compliance Officer (as defined in the policy).
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows the compensation paid to our named executive officers for the year ended December 31, 2025.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Total ($) | | Toby Neugebauer Chief Executive Officer | 2025 | 125,000 | — | 47,855,000 | 47,980,000 | | Miles Everson Chief Financial Officer and Secretary | 2025 | 125,000 | 1,750,000 | 132,300,000 | 134,175,000 | | Jacobo Ortiz Chief Operating Officer | 2025 | 125,000 | 1,750,000 | 132,300,000 | 134,175,000 | | Charlie Hamilton Chief Site Development Officer | 2025 | 125,000 | 1,750,000 | 132,300,000 | 134,175,000 |
2025 Summary Compensation Table
____________ (1) The amounts in this column reflect the cash salary received by our NEOs in the fourth quarter of 2025, following our initial public offering. (2) The amounts in this column reflect a discretionary cash bonus that Messrs. Everson, Ortiz, and Hamilton (collectively, the “Non-CEO NEOs”) received in their capacity as consultants to the Company prior to our initial public offering. (3) The amounts in this column reflect the aggregate grant date fair value for awards granted in 2025, as modified to reflect the corporate conversion in connection with the Company’s the initial public offering on September 30, 2025 (the “Corporate Conversion”). This amount was computed in accordance with FASB ASC Topic 718, and all amounts included in this column exclude the effect of estimated forfeitures. The assumptions used in valuing stock awards are described in Note 2 of “Notes to Consolidated Financial Statements” in our most recent Annual Report on Form 10-K. Please refer to Note 9 of “Notes to Consolidated Financial Statements” in our most recent Annual Report on Form 10-K for additional information on our Share-Based Compensation. Amounts in this column for Mr. Neugebauer include his beneficial ownership of the equity awards granted in 2025 to TMNN.
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Toby Neugebauer | 08/02/2025 | 7,500,000(3)(4) | 60,000,000 | — | — | | Miles Everson | 08/02/2025 | 6,300,000(4)(6) | 50,400,000 | — | — | | Jacobo Ortiz | 08/02/2025 | 6,300,000(4)(8) | 50,400,000 | — | — | | Charlie Hamilton | 08/02/2025 | 6,300,000(4)(14) | 50,400,000 | — | — |
Outstanding Equity Awards at Fiscal 2025 Year-End
____________ (1) Represents unvested RSUs that are subject to the 2025 Incentive Plan, after giving effect to the September Stock Split. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. (2) Market value was calculated using the closing price per share of our common stock on December 31, 2025 (the last trading day of 2025), which was $8.00. (3) The outstanding RSUs vest on January 1, 2028, subject to continued service with the Company through such date. (4) One-third of the outstanding RSUs vested on March 29, 2026. The remaining two-thirds vest in equal installments on September 30, 2026, and September 30, 2027, subject to continued service with the Company through the applicable vesting date.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control In 2025, each of our NEOs was eligible to receive certain payments and benefits upon a termination of employment pursuant to the terms and conditions of their respective employment agreements.
Compensation of Directors
Compensation of Directors For fiscal year ending December 31, 2025, no compensation was awarded or paid to the non-employee members of our Board. The compensation paid to our employee director during fiscal year 2025 is reflected in the Summary Compensation Table under the section entitled “Executive Compensation.” On March 28, 2026, our Board adopted a comprehensive director compensation program to attract and retain qualified non-employee directors who are critical to the future value, growth and governance of our Company. The compensation package for our non-employee directors requires a significant portion of the total compensation package to be equity-based to align the interests of our directors with those of our shareholders. Under the director compensation program, our non-employee directors are entitled to the following compensation: • Annual cash retainer of $100,000; and • RSU awards pursuant to the 2025 Incentive Plan with a grant date value of approximately $200,000, subject to each director’s continuous service through the first anniversary of the date of grant. On May 29, 2026, each non-employee director who served as such at the time of our initial public offering received a grant of RSUs pursuant to the 2025 Incentive Plan with a grant date value of approximately $972,146, 50% of which shall vest on the first anniversary of our initial public offering and 50% of which shall vest on the second anniversary of our initial public offering (the “IPO Award”). Further, on May 29, 2026, each non-employee director received a grant of RSUs pursuant to the 2025 Incentive Plan with a grant date value of approximately $50,000 representing two quarters of each such director’s annual cash retainer payable in lieu thereof, which RSUs shall vest 100% on the first anniversary of the date of grant. As previously disclosed, the Board appointed Jeffrey S. Stein as a member of the Board, effective as of April 19, 2026. In connection with his services as a director, he received 250,000 RSUs on June 16, 2026. In addition, the Board elected Larry Kellerman as a member of the Board, effective May 4, 2026. The Board did not approve any changes to Mr. Kellerman’s compensation in connection with his appointment. Each director is entitled to be reimbursed for: (i) travel and miscellaneous expenses to attend meetings and activities of the Board or any of its committees; (ii) travel and miscellaneous expenses related to such director’s participation in a general education and orientation program for directors; and (iii) travel and miscellaneous expenses for each director’s spouse who accompanies a director to attend meetings and activities of the Board or any of its committees. Each director is also fully indemnified by us for actions associated with serving as a director to the fullest extent permitted under Texas law.