DEF 14A of Nuscale Power Corp
Filed Apr 12, 2024 · FY20230001822966-24-000048
DIRECTOR NOMINEES
DIRECTOR NOMINEES Our directors bring a balanced mix of skills, qualifications and experience and we believe their diverse backgrounds contribute to an effective and well-balanced board of directors. References throughout this proxy statement to the “Board” refer to the board of managers of NuScale Power, LLC (“NuScale LLC”) before completion of the merger transactions (the “Transactions”) on May 2, 2022, between Spring Valley Acquisition Corp. (“Spring Valley”) (NuScale’s predecessor entity), Spring Valley Merger Sub, LLC and NuScale LLC, and to the Board of Directors of NuScale Power Corporation after completion the Transactions.
DIRECTOR NOMINEES
| DIRECTOR SKILLS MATRIX | | | | | | | | | | | | Attributes and Experience | Alan Boeckmann | James Breuer | Bum-Jin Chung | Alvin Collins | Shinji Fujino | James Hackett | John Hopkins | Kent Kresa | Kimberly Warnica | Total | | Independent | | | | | | | | | | 5/9 | | New Director in last year | | | | | | | | | | 3/9 | | Director on other Boards(1) | | | | | | | | | | 3/9 | | CEO of a Public Company | | | | | | | (2) | | | 4/9 | | Financial / Accounting Knowledge | | | | | | | | | | 6/9 | | Organization Governance / Compliance | | | | | | | | | | 6/9 | | Nuclear Experience | | | | | | | | | | 3/9 | | Legal | | | | | | | | | | 1/9 | | Corporate Development / Governance | | | | | | | | | | 5/9 | | Risk Management | | | | | | | | | | 5/9 | | Regulatory Matters & Governance | | | | | | | | | | 3/9 | | Strategic Planning & Focus | | | | | | | | | | 6/9 | | Cyber Risk Oversight Training | | | | | | | | | | 2/9 | | Engineering, Procurement & Construction (EPC) | | | | | | | | | | 4/9 | | Energy Industry Experience(3) | | | | | | | | | | 8/9 | | Diversity (nationality, gender, race or ethnicity) | | | | | | | | | | 5/9 | | (1) current director on other public company boards | | | | | | | | | | | | (2) current CEO | | | | | | | | | | | | (3) domestic and international experience | | | | | | | | | | |
Director Biographies
Director Biographies Alan L. Boeckmann has served on the Board since December 3, 2020. Previously, Mr. Boeckmann served as the Executive Chairman of Fluor Corporation, one of the world’s largest publicly traded engineering, procurement, fabrication, construction and maintenance companies, from May 2019 to May 2022, non-executive Chairman of Fluor Corporation from 2011 until his retirement from that position in 2012, and Chairman and Chief Executive Officer of Fluor Corporation from February 2002 until his retirement from that position in 2011. Mr. Boeckmann joined Fluor Corporation in 1979 with previous service from 1974 to 1977 and held various positions at Fluor Corporation. Mr. Boeckmann’s experience as former Chairman and Chief Executive Officer of Fluor Corporation, along with his 36 years of experience with Fluor Corporation, give him a deep knowledge of large-scale engineering, procurement and construction (“EPC”) and the opportunities, challenges and operations that NuScale will face. Additionally, his service as a director on other public company boards, namely Sempra Energy, British Petroleum and Archer Daniels Midland, allows him to bring a diverse knowledge of strategy, finance and operations to our Board. Mr. Boeckmann graduated from the University of Arizona, with a degree in electrical engineering. James R. Breuer has served on the Board since December 2023. Mr. Breuer has served as Group President of Fluor Corporation’s Energy Solutions business since 2021, responsible for global operations and business development in the energy and chemicals markets, including a special focus on the energy transition. These markets include energy production, fuels, refining, liquefied natural gas, chemicals and nuclear project services. Before this role, from 2020-2021, Mr. Breuer served as President of the Downstream business line within Fluor Corporation’s Energy & Chemicals business group. He was also Fluor Corporation’s Vice President and General Manager for Mining and Metals in the South America region from 2017 through 2019. He has 30 years of experience in the EPC industry across a variety of markets including downstream, upstream, petrochemicals, mining and power. Mr. Breuer started his career in Fluor Corporation’s construction organization on mining and downstream projects. He subsequently took on progressive roles in project engineering, project management and operations in various locations and industry sectors. He has held project and operational roles in the United States, Europe and Latin America. Mr. Breuer holds a Bachelor of Science degree in civil engineering from the University of Illinois at Urbana-Champaign, a Master of Science degree and an Engineering degree in construction engineering and management from Stanford University as well as a Master of Business Administration degree from Cornell University. Bum-Jin Chung has served on the Board since December 2022. Dr. Chung has been a Professor in the Nuclear Engineering Department of Kyung Hee University, Korea since March 2013. He received his Ph.D. in 1994 from Seoul National University, Korea on the topic of AP-600 containment cooling capability. He has worked for the Korean Ministry of Science and Technology (1995-2002) and studied at the University of Manchester, U.K (1999-2001). He has previously been a Professor of the Nuclear and Energy Engineering Department of Jeju National University, Korea (2002-2013) and he has led the nuclear research and development division at the National Research Foundation of Korea (2012-2013). Dr. Chung was appointed to the Energy Committee at the Korean Ministry of Commerce, Industry and Energy in September 2022 after previously being a member of the Electricity Policy Review Committee since September 2016. In addition, he was vice president of the Korean Nuclear Society (“KNS”) from 2017 to 2022. Dr. Chung has been an active member of the following Korean governmental committees: Nuclear Safety Expert Committee of the Ministry of Education, Science and Technology (“MEST”); Policy Advisory Committee of MEST; Presidential Mission Evaluation Committee of MEST; and the Electricity Demand and Supply Planning Committee of the Ministry of Knowledge and Economy. He has participated in international expert meetings organized by the International Atomic Energy Agency and the Organization for Economic Cooperation and Development. He is a member of the editorial board of the KNS and the Korea Atomic Industry Forum. Dr. Chung’s technical expertise and deep knowledge of nuclear energy developments in Korea and internationally enable him to provide guidance on business strategy and power markets. Alvin C. Collins, III has served on the Board since February 25, 2021, and has served as group president of corporate development and sustainability for Fluor Corporation since January 2021. Having joined Fluor Corporation in 1994, Mr. Collins has more than 26 years of experience in various business development, corporate planning, engineering, procurement, and construction management positions. Mr. Collins held various leadership positions for Fluor Corporation’s Energy & Chemicals business, including senior vice president of global operations from July 2020 to January 2021, senior vice president, energy & chemicals - Americas Region from November 2019 to June 2020, and, senior vice president of global business development from November 2019 to June 2020. He has also served as vice president of operations in Europe, Africa and the Middle East. In previous roles, Mr. Collins was based in Saudi Arabia serving as vice president of business development for the Middle East and Africa, as well as general manager of Fluor Arabia Limited. He has extensive domestic and international experience including assignments in the United States, the Netherlands, England, China and various project sites. Mr. Collins has supported Fluor Corporation projects and marketing activities across several industries including oil and gas production, refining, petrochemicals, chemicals, biofuels, polymers, life sciences, wastewater treatment, gasification and power generation / transmission / distribution. He attended the Thunderbird School of Global Management’s International Consortium program and graduated from Clemson University in 1994 with a B.S. in construction science and management. Mr. Collins was selected to serve on the Board based on his knowledge of NuScale, his strategic relationships with Fluor Corporation, and his extensive experience in global planning, and EPC management. Shinji Fujino has served on the Board since December 2022. Mr. Fujino currently serves as a senior advisor at Unison Capital, Inc., a private equity fund. Since February 2023, he has also acted is a Researcher at Tokyo University of Agriculture and Technology and in December 2023 he co-founded Protein Immuno-Engineering Laboratories, Inc. and serves as the Chief Executive Officer. Prior to his role at Unison Capital, he was the managing executive officer and global head of equity finance group at the Japan Bank for International Cooperation (“JBIC”) from 2016 to 2021, where he oversaw investing abroad, including in energy sectors such as renewables, hydrogen fuels, power batteries, natural gas facilities etc. and JBIC’s investment in NuScale through Japan NuScale Innovation, LLC. Mr. Fujino entered the Ministry of Economy, Trade and Industry (“METI”) of the Government of Japan in 1987. He has worked on a wide range of policy areas, particularly energy policy, industrial policies, and international affairs in METI and other governmental agencies. Between 1995 and 1997, he worked with the Organization for Economic Co-operation and Development in Paris to promote modern biotechnologies. From 2008 to 2012, he worked with the
Director Biographies
International Energy Agency in Paris. As the Head of the Country Studies Division, he led energy policy reviews of its member states in developed economies and analyzed their energy mixes including fossil fuels, renewables, and nuclear. From 2012 to 2016, he worked in the Japan Oil, Gas and Metals National Corporation, a governmental agency under METI which supports Japanese industries in developing oil, gas and metal resources abroad, at which he was Director General of Business Strategy Department in oil and gas sectors, and later Executive Director, Member of the Board. Mr. Fujino is qualified to serve on the Board based on his financial expertise in and understanding of the energy industry. James T. Hackett has served on the Board since November 2021 and as its non-executive chair since December 2021. Mr. Hackett currently also serves as the non-executive chairman of SLB Corporation (formerly known as Schlumberger). Mr. Hackett also serves as a director of Fluor Corporation, a role he has held since 2016 (and previously held from 2001 to 2015). Mr. Hackett has served as the President of Tessellation Services, LLC, a privately held consulting services firm, since 2013. Mr. Hackett previously was Executive Chairman of Alta Mesa Resources, Inc. from 2018 to 2020 and a Partner and Senior Advisor of Riverstone Holdings LLC, an energy and power focused private investment firm, from 2013 to 2020. He has served as Chairman and CEO of several global energy companies, including Anadarko Petroleum Corporation. . Mr. Hackett is a director of Enterprise Products Holdings LLC. Mr. Hackett holds a B.S. from the University of Illinois, and an M.B.A. and Master in Theology from Harvard University. Mr. Hackett serves on the humanities and MBA faculties at Rice University and on the undergraduate liberal arts and M.B.A. faculties at the University of Texas at Austin. Mr. Hackett has extensive knowledge of the global energy industry, including having responsibility for the nuclear engineering consulting business in his role as President of the Energy Services Division at Duke Energy and being Chairman of Talen Energy, LLC., the operator of two Susquehanna, Pennsylvania nuclear plants. His several decades of executive experience, as well as his experience serving on other public company boards, namely Alta Mesa Resources, NOV, Inc., Enterprise Holdings, LLC and SLB, and as a former Chairman of the Board of the Federal Reserve Bank of Dallas, enable him to provide respected guidance on business strategy and financial matters, as well as perspective about power markets. John L. Hopkins has served as NuScale’s chief executive officer and on its Board since December 2012, and he served as its executive chair from December 2012 to December 2021. Before that, Mr. Hopkins was employed by Fluor Corporation. Mr. Hopkins started his career at Fluor Corporation in 1989, held numerous leadership positions in both global operations and business development, and served as a corporate officer from 1999 until 2012. Mr. Hopkins is active in a variety of professional and business organizations, and currently serves on the Executive Committee, Audit Committee and Compensation Committee of the United States Chamber of Commerce, Washington, D.C.; he was formerly the Chairman of the Board and Chairman of the Executive Committee. Mr. Hopkins served with the U.S. Department of Energy’s (“DOE”) Nuclear Energy Advisory Committee from 2019 to 2020 and is currently a member of the Nuclear Energy Institute Executive Committee and Energy Task Force Member, Atlantic Council and the Group of Vienna. He was a senior energy policy advisor of I Squared Capital, New York. He has also served as the senior executive member of both the Fluor Netherlands and Fluor United Kingdom board of directors; chairman of the board for Savannah River Nuclear Solutions, LLC; and as a director of the Business Council for International Understanding. Mr. Hopkins is qualified to serve as a director based on his knowledge of NuScale and its operations, his strategic relationships with NuScale partners, and his extensive experience in management, with the nuclear industry, and with engineering and construction. Mr. Hopkins graduated with a B.B.A. from the University of Texas, Austin, and has completed several advanced management programs. Kent Kresa has served on the Board since August 2019. Since 2014, Mr. Kresa has served on the public company board of MannKind Corporation, where he is chair of the Organization and Compensation Committee and is a member of the Nominating and Corporate Governance Committee and was previously Chairman. Mr. Kresa also serves as Chairman and Director of Quantum Digital Solutions Corporation and a Director of Systems & Technology Research Corporation, both private for-profit organizations. He is also a Trustee and Chairman Emeritus of the California Institute of Technology, Past Chief Executive Officer, President and Chairman of Northrop Grumman Corporation (he retired from this position in 2003), Past Chairman and Director of General Motors Corporation, Past Director of Fluor Corporation and Past Chairman and Director of Avery Dennison Corporation. Mr. Kresa served as Chairman of the Audit Committee while serving as a Director of General Motors Corporation and Fluor Corporation. He holds a Bachelor of Science and Master of Science in aeronautics and astronautics, and an Engineer in Aeronautics and Astronautics degree, from the Massachusetts Institute of Technology. Mr. Kresa was selected to serve on the Board based on his significant financial and accounting expertise, and based on his experience as a director on other public and private company boards. Kimberly O. Warnica has served on the Board since May 2022. Ms. Warnica joined Marathon Oil Corporation in January 2021, and currently serves as executive vice president, general counsel and secretary, responsible for the compliance, corporate communications, government relations and legal functions. She was executive vice president, general counsel, chief compliance officer and secretary at Alta Mesa Resources, Inc. from 2018 to 2020, leading the compliance, human resources, facilities, contract administration, corporate communications and legal departments. Prior to joining Alta Mesa, Ms. Warnica served in several leadership positions at Marathon Oil and Freeport-McMoRan Oil & Gas (formerly Plains Exploration and Production Company). She started her career at a national law firm, Andrews Kurth LLP (now known as Hunton Andrews Kurth LLP). Ms. Warnica holds a Bachelor of Science degree from Texas A&M University as well as a Juris Doctor from the University of Texas School of Law. With over 25 years of experience in the energy industry, Ms. Warnica has a deep understanding of the sector and broad leadership experience in strategy, finance, risk management, regulatory matters and governance, making her well suited to serve as a member of the Board. Our directors are elected on an annual basis for a one-year term by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote, voting together as a single class. Newly created directorships or any vacancy on the Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum. Each of our directors holds office until the next annual meeting of stockholders and until his or her successor has been elected or appointed and qualified, subject to his or her earlier resignation, removal or death.
Director Compensation
Director Compensation Our non-employee directors, which are those individuals that are not employed by us or by Fluor, receive compensation for their services as directors and members of committees of the Board. Compensation for Board service includes an annual $80,000 cash retainer (or stock equivalent), payable quarterly in arrears; an additional annual cash retainer, payable quarterly in arrears, of $50,000 for the non-Executive Chair of the Board; and a $30,000 cash retainer for the Lead Independent Director if one is appointed separate from the non-Executive Chair of the Board. We do not require a Lead Independent Director at this time. We also pay additional annual cash retainers, quarterly in arrears, for committee members as follows:
Director Compensation
| Committee | Member | Additional to Chair | | Audit | $10,000 | $12,500 | | Compensation | $7,500 | $8,000 | | Nominating and Governance | $5,000 | $6,500 |
Director Compensation
In addition, the non-employee directors were each granted time-based Restricted Stock Unit (“RSU”) awards with a grant value equal to $110,000 annually, that vest quarterly over one year, and one-time RSU awards when they joined the Board with a grant value equal to $110,000, that vest quarterly over three years. The Board relied on FW Cook, a compensation consultant selected through a competitive process, to help it develop the compensation plan described above. FW Cook was retained by the Company at the direction of the Organization & Compensation Committee. The Organization & Compensation Committee directs when the compensation consultant is engaged., Since the initial engagement the compensation consultant has been providing recommendations regarding executive compensation, the Company’s long-term incentive plan and Board compensation. In November 2021, FW Cook performed an analysis of 17 comparable peer companies when recommending the total cash and equity compensation adopted by the Board, which targeted total director compensation at about the 50th percentile. In February 2023, FW Cook provided an updated review of total compensation for directors, referencing 18 comparable peer companies. FW Cook recommended that, to remain at the 50th percentile, and to remain competitive in retaining and attracting new Board members, the Company should increase its total director compensation by $30,000 annually. Effective May 2023, the Board adopted a resolution increasing only the annual equity-based compensation such that the non-employee directors will be annually granted time-based RSU awards with a grant value equal to $110,000, that vest quarterly over one year. The amount of cash compensation remains unchanged. Summary Director Compensation Table The following table shows the total compensation paid, as well as the grant date fair value of all equity awards granted, during the fiscal year ended December 31, 2023, to each of our non-employee directors. Directors who are employed by us or Fluor are not compensated for their service on our Board.
Director Compensation
| Name | Fees Paid | Grant Date Fair Value of RSUs | Total | | Alan L. Boeckmann | $92,500 | $109,995 | $202,495 | | Bum-Jin Chung | $66,667 | $109,995 | $176,662 | | Shinji Fujino | $66,667 | $109,995 | $176,662 | | James T. Hackett | $155,500 | $109,995 | $265,495 | | Kent Kresa | $110,000 | $109,995 | $219,995 | | Christopher Sorrells(1) | $85,000 | $109,995 | $194,995 | | Kimberly O. Warnica | $95,000 | $109,995 | $204,995 |
Director Compensation
(1) Mr. Sorrells' current term will expire in conjunction with the Annual Meeting.
Executive Compensation
Executive Compensation This section provides an overview of NuScale’s compensation programs, including a description of the material factors necessary to understand the information disclosed in the summary compensation table below, and an overview of compensation arrangements that were effective in 2023. This discussion may contain forward-looking statements that are based on NuScale’s current plans, considerations, expectations and determinations regarding future compensation programs. For the year ended December 31, 2023, our named executive officers (“NEOs”) were: •John L. Hopkins Chief Executive Officer (CEO) and President •R. Ramsey Hamady Chief Financial Officer •Thomas Mundy* President, VOYGR Services * Thomas Mundy’s employment with NuScale ended on January 5, 2024. We believe that our success is driven by our employees, and that our employees will only be successful if they have leaders who provide strategic vision and direction. To attract talented leaders, we offer a balanced compensation package that includes competitive base pay and incentive compensation that rewards both short and long-term value creation. Our compensation program includes the following pay delivery components: •Base pay salary structure that is competitive in the labor markets and industries in which we operate; •An incentive (cash bonus) program that rewards key employees based on annual results; •An equity program that attracts, retains, and motivates longer-term excellence; •A performance management system that links performance to desired outcomes; and •A job evaluation system that focuses on external cost of labor, with a secondary review of internal equity. Base Pay For executives, including our NEOs, we target base pay in the 50th percent of base of pay according to industry benchmarking studies with 50th percent being the midpoint of base compensation in the industry. NuScale Professional Incentive Plan We adopted the NuScale Professional Incentive Plan on January 1, 2015, to focus senior staff, managers and other personnel designated by our chief executive officer on critical success factors. Under the plan, eligible employees may earn an annual cash bonus equal to a percentage of their base pay if they achieve annual performance goals, which may include company performance measures and individual goals. We set target and maximum incentive payment amounts by job classification. Typically, plan participants are identified in the third quarter; company performance measures are proposed by our CEO and approved by our Compensation Committee, and individual performance measures are proposed by designated managers and approved by our CEO; and goals are fixed in the first quarter. The Board approves goals for the NuScale Professional Incentive Plan annually and a short-term incentive bonus is paid based on the level of management’s achievement of those goals. The Board applies weight to each goal in proportion to its assessment of the importance of each goal to overall Company success. In 2022, the Board adopted seven new NuScale Professional Incentive Plan goals for management related to: Funding, Customer Acquisition, Securing New Contracts, Achievement of Development Milestones, Revenue, Spending, and Corporate Excellence. In February 2023, the Board assessed management’s performance against these 2022 incentive goals and determined that performance justified a payout at 126.4 percent of target, which was paid to bonus-eligible employees, including the NEOs, in March 2023. In 2023, the Board adopted ten NuScale Professional Incentive Plan goals for management related to: Funding, Customer Acquisition, Securing New Contracts, Achievement of Development and Delivery Milestones, Revenue, Spending, Investor Relations, Environmental Targets, and Social Attributes. In February 2024, the Board assessed management’s performance against these 2023 incentive goals and determined that performance justified a payout at 94.6 percent of target, which the Company paid to bonus-eligible employees, including the NEOs, in March 2024. Long-Term Incentive Plan Our executives, including our NEOs, are eligible for awards under the Long-Term Incentive Plan, and non-executives may also be eligible if approved by the Compensation Committee. We expect the primary component of our NEOs’ total compensation will be equity-based compensation to tie total compensation to long-term stockholder value. Historically as a public company, NuScale has granted 100% time-vested RSUs as our equity-based compensation vehicle. The Company’s long-term incentive plan also permits issuing option awards as part of our equity-based compensation. We believe RSUs align the long-term interests of management and stockholders and help efficiently manage overall stockholder dilution from stock awards. RSU grant amounts and vesting, whether for new hire or subsequent grants, are established by the Compensation Committee after receiving recommendations from the Senior Human Resources Officer and the CEO. The only employee RSUs currently granted vest over three years, and absent a change in control, vesting will not accelerate as a result of termination of employment. We anticipate that grants in future years may include performance shares and stock options in addition to RSUs. For periodic grants, the Senior Human Resource Officer, the CEO and the Compensation Committee will consider a variety of factors, including the executive’s level of responsibility, past contributions to performance and expected contributions, and relative compensation of similarly situated leaders both within the company and in companies with whom we compete directly for talent. Employee Benefits We provide all of our employees, including our NEOs, broad-based employee benefits that are intended to attract and retain employees while providing them with health and welfare benefits, including medical, dental, vision, life and disability insurance coverage, and the ability for eligible participants to participate in our 401(k) plan. Summary Executive Compensation Table The following table shows information concerning the annual compensation for services provided to NuScale by our NEOs for the years ended December 31, 2022, and December 31, 2023.
Executive Compensation
| Name and Position | Year | Salary ($) | Option awards ($)(1) | RSUs ($) (2) | Non-equity incentive plan compensation ($)(3) | One-time bonus ($)(4) | All other Compensation ($) | Total ($) | | John L. Hopkins Chief Executive Officer | 2023 | 600,000 | — | 1,219,789 | 425,700 | — | 34,731 | 2,280,220 | | | 2022 | 600,000 | — | 1,576,472 | 568,800 | 450,000 | 15,355 | 3,210,627 | | R. Ramsey Hamady Chief Financial Officer | 2023 | 144,231 | — | 1,350,000 | 57,149 | 75,000 | 9,499 | 1,635,879 | | | — | — | — | — | — | — | — | — | | Thomas Mundy President, VOYGR | 2023 | 417,806 | — | 827,193 | 168,587 | — | 46,276 | 1,459,862 | | | 2022 | 396,411 | — | 1,000,000 | 197,584 | 304,200 | 13,115 | 2,321,264 |