DEF 14A of Nuscale Power Corp, Apr 9, 2025

DEF 14A of Nuscale Power Corp

Filed Apr 9, 2025 · FY20240001822966-25-000059

Open on EDGAR

  1. TABLE OF CONTENTS

    | Summary Director Compensation Table | 42 | | Proposal 1: Election of Directors | 43 | | Proposal 2: Advisory Vote to Approve Executive Compensation | 44 | | Proposal 3: Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Executive Compensation | 45 | | Proposal 4: To Consider and Act Upon a Proposal to Amend NuScale's Certificate of Incorporation Regarding the Waiver of Corporate Opportunities | 46 | | Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm | 49 | | Independent Registered Public Accounting Firm Fees and Other Material | 50 | | Audit Committee Report | 51 | | Beneficial Ownership of Securities | 52 | | Delinquent Section 16(A) Reports | 55 | | Additional Information | 55 | | Important Information about the Annual Meeting and Voting | 56 | | 2026 Annual Meeting of Stockholders | 62 | | Appendix A – Non GAAP Financial Measures | 63 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  3. Director Skills Matrix

    Director Skills Matrix 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 Directors of NuScale.

  4. Director Skills Matrix

    | DIRECTOR SKILLS MATRIX | | | | | | | | | | | Attributes and Experience | Alan Boeckmann | Bum-Jin Chung | Alvin Collins | Shinji Fujino | John Hopkins | Kent Kresa | Diana Walters | Kimberly Warnica | Total | | Independent | √(1) | √ | | √ | | √ | √ | √ | 6/8 | | New Director in last year | | | | | | | √ | | 1/8 | | Other Current or Prior Public Company Director Experience | √ | | | | | √ | √ | | 3/8 | | Public Company CEO Experience | √ | | | | √(2) | √ | | | 3/8 | | Financial / Accounting Knowledge | √ | | | √ | √ | √ | √ | √ | 6/8 | | Organization Governance / Compliance | √ | | √ | | √ | √ | √ | √ | 6/8 | | Nuclear Experience | | √ | | | √ | | | | 2/8 | | Legal | | | | | | | | √ | 1/8 | | Corporate Development / Governance | √ | | √ | | | √ | √ | √ | 5/8 | | Risk Management | √ | | | | | √ | √ | √ | 4/8 | | Regulatory Matters & Governance | √ | √ | | | | √ | √ | √ | 5/8 | | Strategic Planning & Focus | √ | | √ | | √ | √ | √ | √ | 6/8 | | Cyber Risk Oversight Training | √ | | | | | | | √ | 2/8 | | Engineering, Procurement & Construction (EPC) | √ | √ | √ | | √ | | | | 4/8 | | Energy Industry Experience(3) | √ | √ | √ | √ | √ | | √ | √ | 7/8 | | Diversity (nationality, gender, race or ethnicity) | | √ | √ | √ | | | √ | √ | 5/8 | | (1) Expected to be independent as of May 5, 2025 | | | | | | | | | | | (2) Current President and Chief Executive Officer of NuScale | | | | | | | | | | | (3) Domestic & international experience | | | | | | | | | |

  5. Director Biographies

    Director Biographies Alan L. Boeckmann, 76, 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, from May 2011 to May 2023, British Petroleum, from July 2014 to May 2019, and Archer Daniels Midland, from February 2012 to November 2019, 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. Bum-Jin Chung, 60, 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 and president from 2023 to 2024. 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 civilian member of the Atomic Energy Promotion Committee chaired by the Korean Prime Minister. 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, 52, 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 30 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, 62, has served on the Board since December 2022. Mr. Fujino currently serves as a senior advisor at Unison Capital, Inc., a private equity fund. 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 in the Organization for Economic Co-operation and Development in Paris to promote modern biotechnologies. From 2008 to 2012, he worked in the 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 and understanding of the energy industry. John L. Hopkins, 71, has been at the helm of NuScale as its Chief Executive Officer since December 2012. He has served on the Board during the same period, and additionally served as the Board’s Executive Chair from 2012 to 2021. Prior to joining NuScale, Mr. Hopkins had a notable career at Fluor Corporation, where he commenced his journey in 1989. Over the years, he ascended through various leadership positions entrenched in global operations and business development, ultimately serving as a corporate officer from 1999 until his departure in 2012. Mr. Hopkins is actively engaged in numerous

  6. Director Biographies

    professional and business organizations, holding influential positions such as a member of the Executive Committee, Audit Committee, and Compensation Committee of the United States Chamber of Commerce in Washington, D.C. He previously chaired both the Board and the Executive Committee. His experience also includes serving on the U.S. Department of Energy’s Nuclear Energy Advisory Committee from 2019 to 2020, alongside current roles as a member of the Nuclear Energy Institute Executive Committee and as an Energy Task Force Member at the Atlantic Council and the International Atomic Energy Agency’s Group of Vienna. As a senior energy policy advisor at I Squared Capital in New York, Mr. Hopkins has also made significant contributions as a senior executive member on the boards of Fluor Netherlands and Fluor United Kingdom, chaired Savannah River Nuclear Solutions, LLC, and held a directorship with the Business Council for International Understanding. His qualifications to serve as a director stem from his in‐depth knowledge of NuScale and its operational dynamics, strategic relationships with key stakeholders, and extensive experience in management, particularly within the nuclear sector and engineering and construction fields. Mr. Hopkins holds a B.B.A from the University of Texas at Austin and has participated in several advanced management programs. Kent Kresa, 87, has served on the Board since August 2019. After 10 years of service, Mr. Kresa stepped down from the public company board of MannKind Corporation on October 30, 2024, where he served as chair of the Organization and Compensation Committee, a member of the Nominating and Corporate Governance Committee, and Chairman. Mr. Kresa 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 Life 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. Diana J. Walters, 61, joined the Board in December 2024. Ms. Walters brings more than 35 years of leadership experience in the natural resources sector, including energy, power and mining/metals. She has held several prominent roles, including serving as President of Liberty Metals and Mining LLC, CFO of Tatham Offshore, Inc., as well as numerous roles in the private equity, investment banking, capital markets, and advisory sectors. Ms. Walters is currently Managing Partner of Amichel, LLC, a company she founded approximately five years ago engaged in financial advisory/consulting services and equestrian activities. She currently serves on the boards of Trilogy Metals Inc., and Platinum Group Metals Limited, where she is Chair, and she also serves as a Senior Advisor at Independence Point Advisors. She received her Bachelor of Arts degree in the Plan II Honors Program and a Master of Arts degree in Energy and Mineral Resources from The University of Texas at Austin. Kimberly O. Warnica, 51, has served on the Board since May 2022. Ms. Warnica joined APA Corporation in January 2025 as executive vice president and chief legal officer. She served at Marathon Oil Corporation from January 2021 to December 2024 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.

  7. Our Approach

    Our Approach Align the interests of NEOs with those of the stockholders. The Compensation Committee believes it is appropriate to tie a significant portion of executive compensation to the value of the Company’s stock performance to closely align the interests of NEOs with those of our stockholders. The Compensation Committee also believes that NEOs should have a meaningful ownership interest in the Company and, as such, maintains and regularly reviews NEO stock ownership guidelines. Have a significant portion of pay that is performance-based. NuScale expects superior performance from our executives. Our executive compensation programs are designed to reward executives when performance results for the Company and the executive meet or exceed stated objectives. The Compensation Committee strongly believes that compensation paid to executives should be closely aligned with the performance of the Company relative to these objectives. Provide competitive compensation. The Company’s executive compensation programs are designed to attract, retain and motivate highly qualified executives critical to achieving NuScale’s strategic objectives and building stockholder value. The Compensation Committee reviews the Company’s compensation philosophy and objectives each year to determine if revisions are necessary considering market conditions, the Company’s strategic goals or other relevant factors. In each of the last five years, the Compensation Committee determined that no revisions to the executive compensation philosophy and objectives were necessary, although the Compensation Committee has adjusted the specific elements of compensation used to implement its philosophy as the business and operating environment have evolved. In addition, the Compensation Committee reviewed the incentive compensation we provide to our executives, including our NEOs, and evaluated the mix of plans and performance criteria, the Compensation Committee’s ability to exercise discretion over certain components of compensation and our risk management practices in general. Based on this review, the Compensation Committee believes that our compensation program is designed to appropriately align compensation with our business strategy and not to encourage behavior that could create material adverse risks to our business. Role Of Independent Compensation Consultant The Compensation Committee has the authority under its charter to engage the services of outside legal counsel, compensation consultants and other advisors. In 2024, the Compensation Committee again engaged FW Cook to serve as its independent compensation consultant to advise the Compensation Committee on all matters related to executive and director compensation. The Compensation Consultant conducts an annual review of the total compensation program for the Chairman and President and Chief Executive Officer and the other NEOs. In 2024, as part of the Compensation Committee’s oversight of certain aspects of risk, the Compensation Consultant also conducted a broad-based review of the Company’s compensation program and discussed its findings with the Compensation Committee, indicating that it believes the Company’s compensation programs do not encourage behaviors that would create material risk for the Company. Additionally, the Compensation Consultant provided written and verbal advice at Compensation Committee meetings, attended executive sessions of the Compensation Committee to respond to questions, and had individual calls and meetings with the chair of the Compensation Committee to provide advice and perspective on executive compensation issues. The Compensation Consultant was engaged by, and reports directly to, the Compensation Committee and does not perform any other services for the Company. The Compensation Committee has determined that the Compensation Consultant’s engagement does not raise any conflicts of interest. Peer Group Comparisons In making compensation decisions, the Compensation Committee looks at the practices of our peer group. The Committee annually reviews the composition of the peer group with the Compensation Consultant and makes refinements, if necessary, based on objective criteria established by the Compensation Committee. The Compensation Committee has applied a generally consistent process and set of criteria for selection of the peer group. Potential peer companies were identified by assessing our direct competitors and key customers, companies with which we compete for executive talent and companies with generally comparable pay models. Peers were generally selected from the broader technology hardware industry, with a preference for those in electrical/energy technology, nuclear technology and electric vehicles or related parts/services. The Compensation Committee also generally selected companies with market capitalizations ranging from 0.20x to 5.0x that of the Company, and those with revenues of less than $1.0 billion. The Compensation Committee reviews benchmarking comparisons prepared by its compensation consultant for each NEO against similar positions within the peer group. For 2024, the Compensation Committee determined that the peer group selection criteria should remain unchanged, and companies comprising our peer group for purposes of establishing 2024 compensation were:

  8. Our Approach

    | Peer Group | | | | Archer Aviation Ballard Power Blink Charging* Bloom Energy Centrus Energy ChargePoint Energy Fuels** | Enovix Eos Energy ESS Tech EVgo FuelCell Energy* Hyliion | Joby Aviation Montauk Renewables** Plug Power** Shoals Tech. Stem Sunnova Energy** | | * Denotes 2023 ISS Peer ** Denotes additions for 2024 | | |

  9. Our Approach

    Role Of Company Management In Compensation Decisions Before the Compensation Committee makes decisions on executive compensation, the President and Chief Executive Officer reviews compensation for the NEOs (other than himself), and makes recommendations to the Compensation Committee based on their individual and group performance. The Chairman of the Compensation Committee, in consultation with the Compensation Consultant, reviews the President and Chief Executive Officer’s compensation and makes recommendations to the Compensation Committee for approval. Specifically, the President and Chief Executive Officer proposes to the Compensation Committee current year base salary adjustments and target annual and long-term incentive awards for each of the other NEOs. In addition, the Compensation Committee reviews and approves the compensation actually paid to the NEOs (other than the President and Chief Executive Officer, which is approved by the full Board) after consideration of the recommendations made by the President and Chief Executive Officer. The independent members of the Board assess the President and Chief Executive Officer’s performance each year, determine the President and Chief Executive Officer’s annual incentive payout for the prior year and set target compensation for the following year, including any base salary adjustment and target annual and long-term incentive awards.

  10. Compensation Mix Supports Pay-For-Performance

    | | Primary Purpose | Linkage to Performance | | Restricted Stock Units (50% of 2024 LTI) | •Provide a long-term equity ownership and retention vehicle that is directly linked to stockholder value over time | •Vest ratably over three years, aligning the interest of the NEOs with those of stockholders by focusing NEOs on the Company's stock price performance. •Value is at risk, increasing or decreasing with the stock price over the vesting period. | | Stock Options (50% of 2024 LTI) | •Provide a long-term equity vehicle that is directly linked to growing the value of our stock price over time. | •Vest ratably over three years and have a ten-year life, aligning the interest of NEOs with those of stockholders by focusing NEOs on the long-term stockholder value creation. •Completely at risk, attaining value only if the stock price grows from the initial grant price. |

  11. Compensation Mix Supports Pay-For-Performance

    Long-term incentives comprise the biggest portion of our NEO annual compensation opportunity and align our leadership with stockholders. Our long-term incentive plan is also time vested, further incentivizing decisions that are in the best long-term interest of the company, team and stockholders.

  12. Compensation Governance Highlights

    | What We Do | What We Do Not Do | | •Maintain robust stock ownership guidelines for executive officers and directors, including a 5x base salary requirement for the President and Chief Executive Officer. •Provide a balanced program design that does not encourage behavior that could create material adverse risks to our business. •Conduct an annual compensation risk assessment. •Change-in-control policy requires dual-trigger events. •Engage an independent compensation consultant to advise the Compensation Committee. •Maintain a robust clawback policy. | •No excise tax gross-ups in change-in-control policy. •No repricing of stock options without stockholder approval. •No hedging, pledging and short-term trading of Company stock. •Reward executives for excessive, inappropriate or unnecessary risk-taking. •Provide excessive perquisites. •Provide guaranteed bonuses or uncapped incentives. |

  13. Cash Components of 2024 NEO Compensation

    Cash Components of 2024 NEO Compensation Base Salaries The Company provides NEOs with base salaries for a competitive, stable level of income, since other elements of their direct compensation are at-risk based on Company performance. The Compensation Committee reviews base salaries for NEOs annually and upon a change in responsibilities. In establishing and annually evaluating base salary levels, the Compensation Committee and, with respect to the President and Chief Executive Officer, the directors of the Board (other than the President and Chief Executive Officer), consider the following factors: •Peer group data and general industry survey data for comparable positions prepared by the Compensation Committee’s independent consultant, targeting the 50th percentile of our peer group; •Individual level of responsibility, leadership, performance and contributions to the Company; •Internal pay equity based on relative duties and responsibilities; and •The recommendations of the President and Chief Executive Officer with respect to the base salary levels of the other NEOs. NuScale Professional Incentive Compensation Plan We adopted the NuScale Professional Incentive Compensation Plan on January 1, 2015, to focus senior staff, managers and other personnel designated by our President and 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 include Company performance measures. We set threshold, target and maximum incentive payment amounts by job classification. Typically, plan participants are identified and Company performance measures are proposed by our President and Chief Executive Officer and approved by our Compensation Committee. The Board approves goals and weightings for those goals at the beginning of each calendar year and a cash incentive bonus is paid annually based on the level of management’s achievement of those goals. The weightings applied to each goal are in proportion to the Board’s assessment of the importance of each goal to overall Company success. Cash-based annual incentives are provided to motivate and reward NEOs for achieving annual performance objectives. In 2024, each of the NEOs participated in the annual incentive award program and had a target annual incentive amount established as a percentage of annual base salary. This target opportunity reflects each NEO’s respective organizational level, position and responsibility for achievement of the Company’s financial and strategic goals and aligns with market practice. NEOs could receive from zero to 200% of their target annual incentive amounts, depending on the extent to which applicable performance goals were achieved. The metrics, relative weightings and goals are determined by the Compensation Committee and approved by the Board each year. When determining performance measures and goals, the Compensation Committee considers the Company’s annual operating plan and strategic priorities for the year. For 2024, a combination of objective financial targets and strategic and safety performance measures were used. Target levels of achievement were tied to goals established in the first quarter of the year. The use of multiple financial operational, sales and safety goals prevents an overemphasis on any one financial metric and focuses the NEOs on key areas of importance to the Company and its stockholders. In 2024, the Board adopted nine NuScale Professional Incentive Compensation Plan goals for management related to: Customer Acquisition; Cash Revenues; Building Customer Work/Contract Backlog; Operational Cash Flow; Year-End Cash Balance; Achieving Operational Milestones; Executing a Company Commercialization Program; Achieving Department of Energy (DOE) Milestones; and Safety. In February 2025, the Compensation Committee assessed management’s performance against these 2024 incentive goals and the Board determined that the Company’s performance resulted in a payout of 86.83 percent of target, which the Company paid to bonus-eligible employees, including the NEOs, in March 2025.

  14. Professional Incentive Compensation Plan Scorecard for 2024

    Professional Incentive Compensation Plan Scorecard for 2024 Below is the actual “scorecard” used to determine the payout for NuScale’s NEOs, including performance towards each individual goal as well as the overall weighted score used to calculate overall payout, as well as the weighting of each goal.

  15. Professional Incentive Compensation Plan Scorecard for 2024

    | 2024 Measure | Weighting | Threshold(1) | Target(1) | Max(1) | Actual(1) | Payout | | New Customers | 20.00% | 24 MPN | 30 MPN | 48 MPN | —% | —% | | Cash Revenues | 10.00% | $39.95 mm | $79.9 mm | $128 mm | $34 mm | —% | | Backlog on December 31, 2024 | 10.00% | $100 mm | $125 mm | $200 mm | $41.3 mm | —% | | Operational Cash Flow | 18.75% | $(136.2 mm) | $(90.8 mm) | $(67.76 mm) | $(111.4 mm) | 77.33% | | Cash Balance on December 31, 2024 | 18.75% | $35.6 mm | $71.2 mm | $200 mm | $446.8 mm | 200.00% | | Operational Delivery Milestones | 5.00% | 100% completed | 100% completed on time | 60% completed early | 100.00% completed on time | 100.00% | | Commercialization Program | 5.00% | 80.00% | 95.00% | 130.00% | 93.00% | 96.67% | | DOE Milestones | 10.00% | 100% completed | 100% completed on time | 100% completed early | 100.00% completed early | 200.00% | | Safety Goals | 2.50% | No lost time injuries | No lost time injuries and establish a Safety Monitoring Program | No lost time injuries, establish a Near Miss Monitoring Program, no reportable injuries, no injuries requiring first aid | All max requirements met | 200.00% | | Weighted Total: | 100.00% | | | | | 86.63% | | (1) "mm" equals million | | | | | | |

  16. Average Annual Incentive Earned by NEOs

    Average Annual Incentive Earned by NEOs Below is the table showing the overall payout (percentage of target) for our executives from 2022-2024. Long-Term Incentive Plan Our executives, including our NEOs, are eligible for awards under the Long-Term Incentive Plan, and nonexecutives may also be eligible if approved by the Compensation Committee. We expect the primary component of our NEOs’ total compensation to be equity-based compensation to tie total compensation to long-term stockholder value. For 2024, the Compensation Committee recommended and the Board approved a compensation program targeted at the 35th percentile of industry peers for the equity portion of the compensation package for our executives, which was endorsed by our Compensation Consultant. The decision to target the 35th percentile of industry peers was based upon the relatively low company stock price at the time, which could potentially cause unsupportable dilution of our stockholders. Historically as a public company, NuScale has granted 100% time-vested restricted stock units (“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, and the Company issued option awards in 2024. This decision, based on the recommendation of our Compensation Consultant, aligns the long-term interests of management and stockholders and helps efficiently manage overall stockholder dilution from stock awards. RSU and option award grant amounts and vesting are established by the Compensation Committee after receiving recommendations from the Senior Human Resources Officer, the Compensation Consultant and the President and Chief Executive Officer. The RSUs and option awards currently granted vest ratably 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 in addition to RSUs and stock options. It is the Company’s practice to issue annual equity awards in February each year. The exercise or grant price of any relevant equity-based award cannot be less than the closing price of our common stock on the grant date, and our annual long-term incentive equity-based awards are granted only at a regularly scheduled meeting of the Compensation Committee or Board. We do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based awards granted to our employees. For ad hoc grants to new hires, the Senior Director, Human Resources, the President and Chief Executive Officer 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. Ownership Requirements Executive officers are required to acquire and retain the net after-tax shares received as compensation until accumulated holdings have a market value equal to a multiple of their base compensation, as indicated below.

  17. Average Annual Incentive Earned by NEOs

    | •President and Chief Executive Officer | 5x base salary | | •CFO and other Direct Reports of President and Chief Executive Officer | 2x base salary |

  18. Average Annual Incentive Earned by NEOs

    Severance Arrangements The Company maintains a severance policy (or in the case of our President and Chief Executive Officer, an employment agreement), pursuant to which each of our executives, including the NEOs, would be eligible to receive certain cash separation payments and other benefits in the event of a qualifying termination of their employment. We believe this policy supports talent recruitment, assists us in attracting and retaining qualified executives, and provides a consistent approach to departures. In addition, the Company maintains a change in control plan that provides additional payments and other benefits if an executive incurs a qualifying termination of employment within a specified time following a change in control of the Company. The change in control plan (or similar provisions in our President and Chief Executive Officer’s employment agreement) is intended to support a smooth transition during a merger or transaction by easing concerns over job security, to encourage the continued dedication of our executives amidst potentially disruptive circumstances, to incentivize executives to actively pursue transactions that would benefit stockholders, and to align the interests of executives with those of the Company’s stockholders. All potential change in control payments are “double trigger,” such that an NEO must incur a qualifying termination of employment following a change in control to be eligible for these payments, and we do not provide for any change in control excise tax gross-up payments. Details of these arrangements are discussed under “Executive Employment Agreement, Executive Severance Policy and Executive Change in Control Plan.” Clawback Policy Compensation paid to management based on performance, including any award under NuScale’s 2022 Long-Term Incentive Plan (the “Long-Term Incentive Plan”), is subject to a recoupment (“clawback”) policy. In the event of a restatement of incorrect financial results, this policy will enable the Board or the Compensation Committee, if it determines appropriate and subject to applicable laws, to seek reimbursement from award recipients of any portion of an award that would not have been earned based on corrected financial results. Anti-Hedging and Pledging We have an anti-hedging/pledging policy that prohibits hedging, pledging and similar transactions that would minimize the risks of stock ownership.

  19. Summary Executive Compensation Table

    | Summary Compensation Table | | | | | | | | | | Name and Principal 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 | 2024 | 613,817 | 1,375,000 | 1,000,000 | 402,457 | — | (6) 36,797 | 3,428,071 | | President and Chief | 2023 | 600,000 | — | 1,219,789 | 425,700 | — | 34,731 | 2,280,220 | | Executive Officer | 2022 | 600,000 | — | 1,576,472 | 568,800 | 450,000 | 15,355 | 3,210,627 | | R. Ramsey Hamady | 2024 | 383,294 | 584,375 | 424,998 | 133,866 | — | (7) 24,683 | 1,551,216 | | Chief Financial Officer | 2023 | 144,231 | — | 1,350,000 | 57,149 | 75,000 | 9,499 | 1,635,879 | | | 2022 | (11) | — | — | — | — | — | — | | Jose Reyes | 2024 | 403,257 | 412,500 | 300,000 | 140,850 | — | (8) 41,561 | 1,298,168 | | Chief Technology Officer | 2023 | 390,381 | — | 827,193 | 149,304 | — | 36,873 | 1,403,751 | | | 2022 | 370,258 | — | 1,000,000 | 190,323 | — | 38,836 | 1,599,417 | | Clayton Scott | 2024 | 414,390 | 343,750 | 250,000 | 144,745 | — | (9) 53,753 | 1,206,638 | | Chief Commercial Officer | 2023 | 401,905 | — | 591,637 | 153,432 | — | 38,941 | 1,185,915 | | | 2022 | 375,000 | — | 700,000 | 192,322 | — | 37,456 | 1,304,778 | | Carl Fisher | 2024 | 434,310 | 687,500 | 500,000 | 151,715 | — | (10) 27,922 | 1,801,447 | | Chief Operating Officer | 2023 | 258,423 | — | 944,996 | 71,818 | — | 12,373 | 1,287,610 | | | 2022 | (11) | — | — | — | — | — | — |

  20. 2024 Incentives and Equity Grants

    | Grants of Plan-Based Awards | | | | | | | | | | | | | | Name | Type of Award | Grant Date | Potential Payouts under our non-equity (cash) incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: # of shares of stock or units (#) | All other option awards: # of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant Date fair value of stock and option awards ($) | | | | | Threshold ($) | Target(1) ($) | Maximum ($)(2) | Threshold ($) | Target ($) | Maximum ($) | | | | | | John Hopkins | RSU | 02/28/24 | 231,750 | 463,500 | 927,000 | | | | 312,500 | | | 1,000,000 | | | SO | 02/28/24 | | | | | | | | 625,000 | 3.20 | 1,375,000 | | R. Ramsey Hamady | RSU | 02/28/24 | 77,085 | 154,170 | 308,340 | | | | 132,812 | | | 424,998 | | | SO | 02/28/24 | | | | | | | | 265,625 | 3.20 | 584,375 | | Jose Reyes | RSU | 02/28/24 | 81,107 | 162,214 | 324,428 | | | | 93,750 | | | 300,000 | | | SO | 02/28/24 | | | | | | | | 187,500 | 3.20 | 412,500 | | Clayton Scott | RSU | 02/28/24 | 83,350 | 166,700 | 333,399 | | | | 78,125 | | | 250,000 | | | SO | 02/28/24 | | | | | | | | 156,250 | 3.20 | 343,750 | | Carl Fisher | RSU | 02/28/24 | 87,363 | 174,726 | 349,452 | | | | 156,250 | | | 500,000 | | | SO | 02/28/24 | | | | | | | | 312,500 | 3.20 | 687,500 |

  21. Equity Grants that Vested in 2024

    | Option Exercises and Stock Vested Table | | | | | | | Option Awards | | Stock Awards (RSUs) | | | Name | Number of Shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | John Hopkins | — | — | 88,305 | $421,302 | | R. Ramsey Hamady | — | — | 76,923 | $630,768 | | Jose Reyes | — | — | 59,321 | $282,311 | | Clayton Scott | — | — | 41,931 | $198,918 | | Carl Fisher | — | — | 42,625 | $373,395 |

  22. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following illustrates outstanding equity awards held by the NEOs as of December 31, 2024.

  23. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards Held by NEOs as of December 31, 2024 | | | | | | | | | | | Option Awards | | | | Stock Awards (RSUs) | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date(1) | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | John Hopkins | 07/08/22 | — | — | — | — | 49,019 | $878,910 | | | 02/28/23 | — | — | — | — | 78,569 | $1,108,742 | | | 02/28/24 | — | — | — | — | 312,500 | $5,603,125 | | | 02/14/18 | 1,329,136 | — | $3.41 | 02/14/28 | — | $— | | | 03/31/21 | 259,800 | — | $6.41 | 03/31/31 | — | $— | | | 02/28/24 | | 625,000 | $3.20 | 02/28/34 | — | $— | | R. Ramsey Hamady | 08/26/23 | — | — | — | — | 153,846 | $2,758,458 | | | 02/28/24 | — | — | — | — | 132,812 | $2,381,319 | | | 02/28/24 | | 265,625 | $3.20 | 02/28/34 | | | | Jose Reyes | 07/08/22 | — | — | — | — | 32,679 | $585,934 | | | 02/28/23 | — | — | — | — | 53,281 | $955,328 | | | 02/28/24 | — | — | — | — | 93,750 | $1,680,937 | | | 02/14/18 | 889,555 | — | $3.41 | 02/14/28 | — | $— | | | 03/31/21 | 190,866 | — | $6.41 | 03/31/31 | — | $— | | | 02/28/24 | — | 187,500 | $3.20 | 02/28/34 | — | $— | | | 07/08/22 | — | — | — | — | 22,875 | $410,148 | | Clayton Scott | 02/28/23 | — | — | — | — | 38,108 | $683,275 | | | 02/28/24 | — | — | — | — | 78,125 | $1,400,781 | | | 02/28/24 | 156,250 | — | $3.20 | 02/28/34 | | | | Carl Fisher | 08/04/23 | — | — | — | — | 85,250 | $1,528,532 | | | 02/28/24 | — | — | — | — | 156,250 | $2,801,562 | | | 02/28/24 | 312,500 | | $3.20 | 02/28/34 | — | $— |

  24. Outstanding Equity Awards at Fiscal Year-End

    (1) Expiration date is 10 years from grant date. (2) Based on stock price of $17.93 as of December 31, 2024.

  25. Potential Cash Payments Upon Termination or Change in Control

    Potential Cash Payments Upon Termination or Change in Control

  26. Potential Cash Payments Upon Termination or Change in Control

    | Potential Cash Payments Upon Termination or Change in Control | | | | | | | | | | | | Payment Type | | | | | | | | | | Name | Salary (Termination without cause, absent a CIC)(1) | Salary (Termination without cause or for good reason in connection with a CIC)(2) | Bonus (Termination without cause absent a CIC)(3) | Bonus (Termination without cause or for good reason in connection with a CIC)(4) | Vacation Payout (5)(7) | COBRA (6)(7) | Outplacement Fees (7) | Total Cash Payment (Termination without cause, absent a CIC) | Total Cash Payment (Termination without cause or for good reason in connection with a CIC) | | John Hopkins | $618,000 | $1,854,000 | $463,500 | $1,390,500 | $30,900 | $39,453 | $25,000 | $1,176,853 | $3,339,853 | | R. Ramsey Hamady | $385,425 | $578,138 | $154,170 | $231,255 | $22,325 | $24,011 | $25,000 | $610,931 | $880,729 | | Jose Reyes | $405,535 | $608,303 | $162,214 | $243,321 | $9,359 | $26,302 | $25,000 | $628,410 | $912,285 | | Clayton Scott | $416,749 | $625,124 | $166,700 | $250,019 | $28,851 | $37,195 | $25,000 | $674,495 | $966,189 | | Carl Fisher | $436,815 | $655,223 | $174,726 | $262,089 | $6,620 | $13,131 | $25,000 | $656,292 | $962,063 |

  27. Potential Cash Payments Upon Termination or Change in Control

    (1) One year (2) 3 years for Mr. Hopkins; 1.5 years for all others (3) 75% of annual salary for Mr. Hopkins; 40% of annual salary for all others (4) 3 years X target for Mr. Hopkins; 1.5 years X target for all others, plus a prorated portion of the current year's bonus calculated on the date of termination (5) Calculated as of December 31, 2024. Will vary depending on the effective date of termination. (6) 18 months for Mr. Hopkins; 12 months for all others (7) Vacation payout, COBRA and outplacement fees are paid with or without a change in control

  28. Potential Equity Payments Upon Termination or Change in Control

    Potential Equity Payments Upon Termination or Change in Control

  29. Potential Equity Payments Upon Termination or Change in Control

    | Potential Equity Payments Upon Termination or Change-in-Control | | | | | | | Option Awards | | Stock Awards (RSUs) | | | Name | Unvested Shares (#) | Unvested Value ($)(1) | Unvested Shares (#) | Unvested Value ($)(1) | | John Hopkins | 625,000 | $9,206,250 | 440,088 | $7,890,777 | | R. Ramsey Hamady | 265,625 | $3,912,656 | 286,658 | $5,139,777 | | Jose Reyes | 187,500 | $2,761,875 | 179,710 | $3,222,200 | | Clayton Scott | 156,250 | $2,301,562 | 139,108 | $2,494,206 | | Carl Fisher | 312,500 | $4,603,125 | 241,500 | $4,330,095 |

  30. Potential Equity Payments Upon Termination or Change in Control

    (1) Based on stock price of $17.93 as of December 31, 2024.

  31. Pay versus Performance

    Pay versus Performance The following table shows NuScale’s Pay versus Performance for its Principal Executive Officer (“PEO”) and NEOs from 2022-2024.

  32. Pay versus Performance

    | Pay versus Performance | | | | | | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation actually paid to PEO | Average summary compensation table total for non-PEO NEOs(2) | Average compensation actually paid to non-PEO NEOs(2) | Value of initial fixed $100 investment based on: | | Net income (loss) (in millions)(5) | Cash Balances (in millions)(6) | | | | | | | Total shareholder return(3) | Peer group total shareholder return(4) | | | | 2024 | $3,428,071 | $15,957,358 | $1,464,367 | (7) $6,779,198 | $264.64 | $76.80 | $(351.00) | $406.70 | | 2023 | $2,280,220 | $(1,162,906) | $1,378,289 | (8) $159,525 | $15.26 | $90.60 | $(180.10) | $125.40 | | 2022 | $3,210,627 | $3,139,980 | $1,452,098 | $728,547 | $111.63 | $107.30 | $(141.60) | $244.20 |

  33. Pay versus Performance

    (1) John Hopkins is NuScale’s only PEO. (2) Non-PEO Executives: R. Ramsey Hamady, Jose Reyes, Clayton Scott and Carl Fisher. (3) Cumulative TSR is calculated based on the value of an initial fixed investment of $100 on May 2, 2022 (the date of the Closing), assuming reinvestment of dividends. (4) The peer group used for calculating peer group TSR consists of publicly traded companies in the nuclear or energy transition industries comprised of Ballard Power Systems Inc., Bloom Energy Corporation, BWX Technologies, Inc., Enphase Energy, Inc., Enovix Corporation, FuelCell Energy, Inc., Plug Power Inc., Oklo Inc. and SolarEdge Technologies, Inc. (5) The amounts represent net loss reflected in our audited financial statements for each applicable year. (6) The amounts represent Cash and cash equivalents plus restricted cash, as reflected in our audited financial statements for each applicable year. (7) The value reflected is based in part on the increase in the fair market value of options outstanding. (8) The negative value is due to the change in fair market value of options outstanding.

  34. Director Compensation

    Director Compensation Compensation for Board service includes an annual $80,000 cash retainer (or stock equivalent), payable quarterly in arrears; plus $50,000 for the non-Executive Chair of the Board; and $30,000 for the Lead Independent Director if one is appointed separate from the non-Executive Chair of the Board. We also pay additional annual cash retainers, quarterly in arrears, for committee members as follows:

  35. Director Compensation

    | Committee | Member | Additional to Chair | | Audit | $10,000 | $12,500 | | Compensation(1) | $7,500 | $8,000 | | Nominating and Governance | $5,000 | $6,500 | | (1) Directors who are employed by us or Fluor are not compensated for their services. | | |

  36. Director Compensation

    In addition, the non-employee directors are each granted (i) time-based Restricted Stock Unit (“RSU”) awards with a grant value equal to $110,000 annually, that vest quarterly over one year, and (ii) 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 the Compensation Consultant, who was selected through a competitive process, to help it develop the compensation plan described above. The Compensation Consultant was retained by the Company at the direction of the Compensation Committee. The 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, the Compensation Consultant 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, the Compensation Consultant provided an updated review of total compensation for directors, referencing 18 comparable peer companies. The Compensation Consultant 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. Board members have the option of receiving quarterly Board fees in cash or shares.

  37. Summary Director Compensation Table

    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, 2024, to each of our non-employee directors. Directors who are employed by us or Fluor are not compensated for their service on our Board.

  38. Summary Director Compensation Table

    | 2024 Director Compensation | | | | | Name | Fees earned in cash or shares | Grant Date Fair Value of RSUs | Total | | Alan L. Boeckmann | $92,500 | $109,996 | $202,496 | | Bum-Jin Chung | $84,107 | $109,996 | $194,103 | | Shinji Fujino | $88,214 | $109,996 | $198,210 | | James T. Hackett(1) | $155,500 | $109,996 | $265,496 | | Kent Kresa | $110,000 | $109,996 | $219,996 | | Christopher Sorrells(2) | $33,859 | $— | $33,859 | | Diana Walters | $2,934 | $157,883 | $160,817 | | Kimberly O. Warnica | $95,000 | $109,996 | $204,996 |

  39. Summary Director Compensation Table

    (1) Mr. Hackett resigned from the Board on January 15, 2025. (2) Mr. Sorrells’ term expired in May 2024 in conjunction with the Company’s annual meeting of stockholders.

  40. Summary Director Compensation Table

    | PROPOSAL 1: ELECTION OF DIRECTORS |

  41. Summary Director Compensation Table

    Our Bylaws provide that our Board must consist of not fewer than five nor more than eleven directors. Our Board currently consists of nine members, five of whom have served since May 2022, when we completed the Closing, with two members being appointed in December 2022, one member being appointed in December 2023 and one member being appointed in December 2024. Mr. Breuer’s service will end at the Annual Meeting on May 23, 2025, at which time the Board size will be set to eight directors. Each director will be elected to serve until the next annual meeting or until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. The table below sets forth information with respect to our directors that our Board has nominated to serve as continuing directors:

  42. Summary Director Compensation Table

    | Name | Age | | Alan L. Boeckmann | 76 | | Bum-Jin Chung | 60 | | Alvin C. Collins, III | 52 | | Shinji Fujino | 62 | | John Hopkins | 71 | | Kent Kresa | 87 | | Diana Walters | 61 | | Kimberly O. Warnica | 51 |

  43. Summary Director Compensation Table

    Upon the recommendation of our Nominating and Governance Committee, our Board has nominated the above individuals as directors. If elected at the Annual Meeting, each of these nominees will serve until the next annual meeting or until his or her successor has been duly elected, unless earlier due to death, resignation or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of the other nominees and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. The Board recommends supporting the election of the above-named directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of the above individuals as directors.

  44. Summary Director Compensation Table

    | PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION |

  45. Summary Director Compensation Table

    We are asking stockholders to vote on an advisory resolution to approve the Company’s executive compensation as reported in this proxy statement. We urge stockholders to read the “Compensation Discussion and Analysis” beginning on page 20, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation of our NEOs. In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting: RESOLVED, that the stockholders of NuScale Power Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 2025 annual meeting of stockholders. This advisory resolution, commonly referred to as a “say on pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when evaluating our executive compensation program. An advisory stockholder vote on the frequency of stockholder votes to approve executive compensation is required to be held at least once every three years. This is the Company’s first required advisory vote of stockholders on executive compensation. The Board recommends a vote “FOR” the Advisory Resolution to Approve Executive Compensation.

  46. Summary Director Compensation Table

    | PROPOSAL 3: ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION |

  47. Summary Director Compensation Table

    Pursuant to Section 14A of the Exchange Act, we are providing stockholders with the ability to cast an advisory vote on whether future “say on pay” votes on executive compensation should occur every one, two or three years. The proxy card provides four choices for stockholders, who are entitled to vote on whether the advisory vote to approve executive compensation should be held every one year, every two years or every three years, or to abstain from voting. This vote is advisory, which means that the vote is not binding on the Company. However, the Board will carefully consider and expects to be guided by the option that receives the most stockholder support in determining the frequency of future say-on-pay votes. Notwithstanding the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs. The Company has not previously requested an advisory vote of stockholders regarding annual “say on pay”. The Board recommends a vote “FOR” the option of every one year as the preferred frequency for Advisory Votes to Approve Executive Compensation.

  48. Summary Director Compensation Table

    | PROPOSAL 4: TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND NUSCALE'S CERTIFICATE OF INCORPORATION REGARDING THE WAIVER OF CORPORATE OPPORTUNITIES |