DEF 14A of Nuscale Power Corp, Apr 15, 2026

DEF 14A of Nuscale Power Corp

Filed Apr 15, 2026 · FY20250001822966-26-000042

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. Director Skills Matrix

    Director Skills Matrix Our directors and director nominees 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.

  3. Director Skills Matrix

    | DIRECTOR SKILLS MATRIX(1) | | | | | | | | | | | | Attributes and Experience | Alan Boeckmann | Bum-Jin Chung | Shinji Fujino | Stuart Harshaw | John L. Hopkins | Dale Klein | Kent Kresa | Diana Walters | Kimberly Warnica | Total | | Independent | √ | √ | √ | √ | | √ | √ | √ | √ | 8/9 | | Other Current or Prior Public Company Director Experience | √ | | | √ | | √ | √ | √ | | 5/9 | | Public Company CEO Experience | √ | | | √ | √(2) | | √ | | | 4/9 | | Financial / Accounting Knowledge | √ | | √ | √ | √ | √ | √ | √ | √ | 8/9 | | Organization Governance / Compliance | √ | | | √ | √ | √ | √ | √ | √ | 7/9 | | Nuclear Experience | | √ | | | √ | √ | | | | 3/9 | | Legal | | | | | | | | | √ | 1/9 | | Corporate Development / Governance | √ | | √ | √ | | √ | √ | √ | √ | 7/9 | | Risk Management | √ | | | √ | | √ | √ | √ | √ | 6/9 | | Regulatory Matters & Governance | √ | √ | | | | √ | √ | √ | √ | 6/9 | | Strategic Planning & Focus | √ | √ | √ | √ | √ | √ | √ | √ | √ | 9/9 | | Cybersecurity Risk Oversight Training | √ | | | | | √ | | | √ | 3/9 | | Engineering, Procurement & Construction (EPC) | √ | √ | | √ | √ | √ | | | | 5/9 | | Energy Industry Experience(3) | √ | √ | √ | √ | √ | √ | | √ | √ | 8/9 | | Diversity (nationality, gender, race or ethnicity) | | √ | √ | | | | | √ | √ | 4/9 | | (1) We have jointly agreed with Alvin Collins, III, that he will not stand for re-election at the Annual Meeting and will no longer serve on our Board following the Annual Meeting. (2) Current President and Chief Executive Officer of NuScale (3) Domestic & international experience | | | | | | | | | | |

  4. Director Biographies

    Director Biographies Alan L. Boeckmann has served on the Board since December 3, 2020 and as our non-executive chairman since January 2025. 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 previously served on the board of Sempra (formerly Sempra Energy), from May 2011 to May 2023, BP p.l.c. from July 2014 to May 2019, and Archer Daniels Midland Co., from February 2012 to November 2019. Mr. Boeckmann graduated from the University of Arizona, with a degree in electrical engineering. Skills and Qualifications: 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 EPC and the opportunities, challenges and operations that NuScale has and will face. Additionally, his service as a director on other public company boards allows him to bring a diverse knowledge of strategy, finance and operations to our Board. 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. Previously, Dr. Chung was vice president of the Korean Nuclear Society, a group focused on the development of nuclear-related academies and technology, from September 2017 to August 2022 and president from September 2023 to December 2024. He was elected as the full member of the National Academy of Engineering, Korea in 2025. He has worked for the Korean Ministry of Science and Technology from February 1995 to February 2002. He has previously been a Professor of the Nuclear and Energy Engineering Department of Jeju National University, Korea from March 2002 to February 2013 and he has led the nuclear research and development division at the National Research Foundation of Korea from March 2012 to February 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. 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 activities organized by the International Atomic Energy Agency (IAEA) and the Organization for Economic Cooperation and Development (OECD). He is a civilian member of the Atomic Energy Promotion Committee chaired by the Korean Prime Minister. Dr. Chung received a Bachelor of Science, Master’s and Ph.D. from Seoul National University, Korea on the topic of AP-600 containment cooling capability and completed post-graduate study at the University of Manchester, U.K. Skills and Qualifications: 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. Shinji Fujino has served on the Board since December 2022. Mr. Fujino currently serves as a Special Advisor to the President of Akita International University, as a Senior Advisor to LOOPARTS Inc., a start-up company that develops technologies to recycle aluminum scrap, and as a Senior Advisor to EX-Fusion, a fusion energy start-up. Mr. Fujino began serving in each of his current positions in April 2026. Mr. Fujino previously served as a senior advisor at Unison Capital, Inc., a private equity fund, from April 2022 through March 2026. He also previously served as Chief Executive Officer of Protein Immuno-Engineering Laboratories, Inc., a startup he co-founded that provides a technological platform to develop vaccine seeds to prevent large-scale viral outbreaks, from December 2023 through February 2026. Prior to the above roles, he was the managing executive officer and global head of equity finance group at the Japan Bank for International Cooperation (“JBIC”), a public financial institution and export credit agency, from October 2016 to June 2021, where he oversaw investing abroad, including in energy sectors such as renewables, hydrogen fuels, power batteries, and natural gas facilities 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 and 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 received his Bachelor of Science and Master of Science in physics from the University of Tokyo. Skills and Qualifications: Mr. Fujino is qualified to serve on the Board based on his financial expertise and understanding of the energy industry. Stuart A. Harshaw is being nominated to join the Board for the first time at the Annual Meeting. Mr. Harshaw has served as director, president and chief executive officer of Nickel Creek Platinum Corp., a mining exploration and development company, since October 2020 and is the president of Stuart Harshaw Consulting, a consulting company, since January 2018. Previously, Mr. Harshaw held senior leadership roles with Vale S.A., a mining company, from July 2007 to October 2017 and Inco Ltd., a mining company, from 1990 to 2006. Mr. Harshaw has served as a director of International Tower Hill Mines LLC. since April 2018 and as a director of Platinum Group Metals Limited since April 2019. He was previously a director of Constantine Metal Resources Ltd. from July 2018 to December 2020. Mr. Harshaw earned a Bachelor of Science in metallurgical engineering from Queen's University and a Master of Business Administration from Laurentian University. Skills and Qualifications: Mr. Harshaw is qualified to serve on the Board based on his experience in the mining industry and extensive knowledge of large-scale EPC, including the opportunities, challenges and operations that NuScale has and will face. He also brings experience from his service as a director of other boards that will enhance the skills and capabilities of the Board.

  5. Director Biographies

    John L. Hopkins has been at the helm of NuScale as its President and 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 December 2012 to December 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 at Fluor Corporation entrenched in global operations and business development, ultimately serving as a corporate officer from 1999 until joining NuScale in December 2012. Mr. Hopkins is actively engaged in numerous 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. Mr. Hopkins holds a Business Bachelor of Arts from the University of Texas at Austin and has participated in several advanced management programs. Skills and Qualifications: Mr. Hopkins is qualified to serve on the Board due to 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. Dale Klein is being nominated to join the Board for the first time at the Annual Meeting. Dr. Klein is a Professor Emeritus in Engineering at the Cockrell School of Engineering at The University of Texas at Austin, where he has worked since September, 1977 (apart from a leave of absence while he worked for the U.S. Government). Dr. Klein previously served as the Associate Vice Chancellor for Research at The University of Texas System from January 2011 to August 2022. Dr. Klein was a commissioner on the U.S. Nuclear Regulatory Commission from 2006 to March 2010, where he was appointed as Chairman by President George W. Bush from July 2006 to May 2009. Prior to the U.S. Nuclear Regulatory Commission, Dr. Klein served as the Assistant to the Secretary of Defense for Nuclear, Chemical and Biological Defense Programs beginning in 2001. Dr. Klein has served as a director of The Southern Company since July 2010. He also served on the board of Pinnacle West Capital Corporation and its subsidiary, Arizona Public Service Company from June 2010 to May 2023. He serves on the Committee for Nuclear Power in the United Arab Emirates and chairs the Nuclear Reform Monitoring Committee for the Tokyo Electric Power Company following the Fukushima Daiichi nuclear accident. Dr. Klein also serves on the boards of : AVANTech Inc. and Los Alamos Technical Associates. Dr. Klein was elected to the National Academy of Engineering in February 2025 for leadership in the development of programs that enhance the safety of nuclear power plants worldwide. Dr. Klein holds a doctorate in nuclear engineering from the University of Missouri-Columbia. Skills and Qualifications: Dr. Klein is qualified to serve on the Board based on his technical expertise, experience in the nuclear industry, and his deep understanding of NuScale’s business environment and opportunities. In addition, he brings valuable experience from his service as a director on other energy company boards and committees. Kent Kresa has served on the Board since August 2019. Mr. Kresa previously served as the chief executive officer, president and chairman of Northrop Grumman Corporation, an aerospace company, until his retirement in 2003. Mr. Kresa serves as Chairman of the Board and CEO 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. Mr. Kresa previously served on the public company board of MannKind Corporation from 2004 to October 2024, where he served as chair of the Organization and Compensation Committee, a member of the Nominating and Corporate Governance Committee, and Chairman, and previously served as Chairman and Director of General Motors Corporation, Director of Fluor Corporation and 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. Skills and Qualifications: 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 has served on the Board since December 2024. Ms. Walters is currently managing partner of Amichel, LLC, a company engaged in financial advisory/consulting services and equestrian activities, since she founded it in 2000 and serves as senior advisor of Independence Point Advisors, an investment bank, since January 2022. Previously, Ms. Walters served as President and chief executive officer of Liberty Metals and Mining Holdings, LLC, a subsidiary of Liberty Mutual that made specialized investments in the metals and mining sector, from January 2010 to September 2014, senior vice president of Liberty Mutual Asset Management Inc., an asset management subsidiary of Liberty Mutual Holding Company Inc., from January 2010 to September 2014, managing partner of Eland Capital, LLC, a natural resources advisory firm founded by her, from August 2008 to January 2011, and chief financial officer of Tatham Offshore, Inc., an oil and gas company, from 1993 to 1996. Ms. Walters also served in numerous roles in the private equity, investment banking, capital markets, and advisory sectors. She currently serves on the boards of Trilogy Metals Inc. since 2015 and Platinum Group Metals Limited since 2013, where she is Chair and previously served on the board of Atmos Energy Corp. from November 2018 to January 2025. She received her Bachelor of Arts in the Plan II Honors Program and a Master of Arts in Energy and Mineral Resources from The University of Texas at Austin. Skills and Qualifications: Ms. Walters is qualified to serve on the Board based on her more than 35 years of leadership experience in the natural resources sector, including energy, power and mining/metals and her experience in private equity, investment banking, capital markets and advisory sectors.

  6. Director Biographies

    Kimberly O. Warnica has served on the Board since May 2022. Ms. Warnica joined Apache Corporation, a company engaged in hydrocarbon exploration, in January 2025 as executive vice president and chief legal officer. She served at Marathon Oil Corporation, an oil and gas company, 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., an independent oil and gas exploration and production company, from 2018 to 2020, leading the compliance, human resources, facilities, contract administration, corporate communications and legal departments. Prior to joining Alta Mesa Resources Inc., 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. Skills and Qualifications: Ms. Warnica is qualified to serve on our Board due to her over 25 years of experience in the energy industry, deep understanding of the sector and broad leadership experience in strategy, finance, risk management, regulatory matters and governance.

  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 or at risk. 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. As a result, the majority of our executive compensation program is at-risk, meaning that pay delivery varies directly with the performance of the company. 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 2025, 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 Board of Director compensation, and thus, conducts an annual review of the respective total compensation programs. In 2025, as part of the Compensation Committee’s oversight of certain aspects of risk, the Compensation Consultant also conducted a risk assessment 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, and nuclear technology. 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 2025, the Compensation Committee determined that the peer group should consist of the following companies:

  8. Our Approach

    | 2025 Peer Group | | | | Archer Aviation Ballard Power Blink Charging Bloom Energy Centrus Energy ChargePoint Energy Fuels | Enovix Eos Energy ESS Tech EVgo FuelCell Energy Hyliion Holdings Joby Aviation | Montauk Renewables Plug Power Shoals Technologies Stem Sunnova Energy |

  9. Our Approach

    For 2026, the Compensation Committee determined that the peer group selection criteria should be updated. The new criteria included companies with market capitalizations up to 3x that of the Company, and those with revenues of less than $1.0 billion. The companies comprising our peer group for purposes of establishing 2026 compensation were:

  10. Our Approach

    | 2026 Peer Group | | | | Archer Aviation Ballard Power Bloom Energy Centrus Energy Clearway Energy Energy Fuels | Enovix Enphase Energy Eos Energy EVgo Joby Aviation Oklo | Ormat Technologies Plug Power QuantumScape Shoals Tech Uranium Energy |

  11. 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 Compensation Committee Chair, 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 total direct compensation for the following year, including any base salary adjustment and target annual and long-term incentive awards.

  12. Compensation Mix Supports Pay-For-Performance

    | | Primary Purpose | Linkage to Performance | | Restricted Stock Units | •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. |

  13. Compensation Mix Supports Pay-For-Performance

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

  14. 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 double-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. |

  15. Cash Components of 2025 NEO Compensation

    Cash Components of 2025 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 energy 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 2025, 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 2025, 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 2025, the Board adopted seven NuScale Professional Incentive Compensation Plan goals for management related to: Commitments to Purchase New Modules, Cash Revenues, Completion of Work Scopes, Execution of Projects, Final Approval of SDAA design, Safety Objectives and Workforce Strength Objectives. In February 2026, the Compensation Committee assessed management’s performance against these 2025 incentive goals and the Board determined that the Company’s performance resulted in a payout of 80.5% percent of target, which the Company paid to bonus-eligible employees, including the NEOs, in March 2026.

  16. Professional Incentive Compensation Plan Scorecard for 2025

    Professional Incentive Compensation Plan Scorecard for 2025 The following scorecard was used to determine payouts with respect to NuScale’s NEOs. The scorecard reflects performance against each individual objective, and relative weighting assigned to each objective, and the resulting overall weighted score, which was used to calculate final payouts.

  17. Professional Incentive Compensation Plan Scorecard for 2025

    | 2025 Measure | Weighting | Threshold 50% | Target 100% | Target 150% | Superior 200% | Actual(1) | Payout | | Commitments to Purchase New Modules | 25.00% | 6 modules | 12 modules | 18 modules | 24 modules | 0 | 0% | | Cash Revenues* | 25.00% | $123.75 mm | $247.5 mm | $371.25 mm | $495 mm | $51 mm | 0% | | Completion of Work Scopes | 10.00% | (1) | (2) | (3) | (4) | (5) | 5% | | Execution of Projects | 10.00% | (6) | (7) | (8) | (9) | (10) | 20% | | Final Approval of SDAA received | 25.00% | Received in 2025 | Received by August | Received by July | Received by June | Received in May 2025 | 50% | | Safety Objectives | 1.00% | No lost time injuries | No lost time or reportable injuries | No lost time injuries; No reportable injuries; and No injuries requiring first aid | No lost time, reportable, or first aid injuries. New Safety Initiative completed | All max objectives achieved | 2% | | Workforce Strength | 4.00% | (11) | (12) | (13) | (14) | (15) | 3.5% | | Weighted Total: | 100.00 % | | | | | | 80.50% | | * "mm" equals million | | | | | | | |

  18. 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 2022-2025. 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 2025, the Compensation Committee recommended and the Board approved a compensation program targeted at the 50th percentile of industry peers for the equity portion of the compensation package for our executives, which was endorsed by our Compensation Consultant. As a public company, NuScale has traditionally granted 100% time-vested restricted stock units (“RSUs”) as our equity-based compensation vehicle and did so again in 2025. The one exception was in 2024, when the Company granted a combination of stock options and restricted stock units. Options were granted so that pay delivery would only be provided for an increase in the stock price, after the stock had experienced a meaningful decline at the time. RSUs 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 with the approval 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, expected contributions to performance 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 hold stock with a market value equal to a multiple of their base compensation, as indicated below. •President and Chief Executive Officer 5x base salary •CFO and other Direct Reports of President and Chief Executive Officer 2x base salary Equity that counts towards the guideline includes all shares owned directly or indirectly (by a spouse or trust), all shares of restricted stock, all shares underlying vested but unsettled time-vesting RSUs and 50% of the shares underlying unvested time-vesting RSUs. Unexercised options and unvested performance shares do not count toward the guideline. 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 a 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 ($)(4) | All other Compensation ($)(5) | Total ($) | | John L. Hopkins | 2025 | 632,615 | — | 2,899,987 | 512,785 | — | (6) 38,686 | 4,084,073 | | President and Chief | 2024 | 613,817 | 1,375,000 | 1,000,000 | 402,457 | — | 36,797 | 3,428,071 | | 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 | | Robert Ramsey Hamady | 2025 | 408,175 | — | 1,299,994 | 133,630 | — | (7) 29,324 | 1,871,123 | | Chief Financial Officer | 2024 | 383,294 | 584,375 | 424,998 | 133,866 | — | 24,683 | 1,551,216 | | | 2023 | 144,231 | — | 1,350,000 | 57,149 | 75,000 | 9,499 | 1,635,879 | | | 2022 | (8) | — | — | — | — | — | — | | Clayton Scott | 2025 | 426,172 | — | 1,200,000 | 138,138 | — | (9) 61,427 | 1,825,737 | | Chief Commercial | 2024 | 414,390 | 343,750 | 250,000 | 144,745 | — | 53,753 | 1,206,638 | | 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 | | Shahram Ghasemian(10) | 2025 | 123,077 | — | 849,986 | — | — | 820,297 | 1,793,360 | | Chief Legal Officer & | 2024 | (11) | — | — | — | — | — | — | | Corporate Secretary | 2023 | (11) | — | — | — | — | — | — | | | 2022 | (11) | — | — | — | — | — | — | | Carl Fisher | 2025 | 445,418 | — | 999,994 | 144,256 | — | (12) 30,870 | 1,620,538 | | Chief Operating Officer | 2024 | 434,310 | 687,500 | 500,000 | 151,715 | — | 27,922 | 1,801,447 | | | 2023 | 258,423 | — | 944,996 | 71,818 | — | 12,373 | 1,287,610 | | | 2022 | (8) | — | — | — | — | — | — | | Jose Reyes | 2025 | 415,123 | — | 799,988 | 134,596 | — | (13) 37,743 | 1,387,450 | | Chief Technology Officer | 2024 | 403,257 | 412,500 | 300,000 | 140,850 | — | 41,561 | 1,298,168 | | | 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 |

  20. 2025 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 L. Hopkins | RSU | 02/28/25 | 318,500 | 637,000 | | 1,274,000 | | | | 168,702 | | | $2,899,987 | | | SO | | | | | | | | | | | | | | R. Ramsey Hamady | RSU | 02/28/25 | 83,000 | 166,000 | | 332,000 | | | | 75,625 | | | $1,299,994 | | | SO | | | | | | | | | | | | | | Clayton Scott | RSU | 02/28/25 | 85,800 | 171,600 | | 343,200 | | | | 69,808 | | | $1,200,000 | | | SO | | | | | | | | | | | | | | Shahram Ghasemian | RSU | 06/30/25 | 80,000 | 160,000 | | 320,000 | | | | 21,486 | | | $849,986 | | | SO | | | | | | | | | | | | | | Carl Fisher | RSU | 02/28/25 | 89,600 | 179,200 | | 358,400 | | | | 58,173 | | | $999,994 | | | SO | | | | | | | | | | | | | | Jose Reyes | RSU | 02/28/25 | 83,600 | 167,200 | | 334,400 | | | | 46,538 | | | $799,988 | | | SO | | | | | | | | | | | | |

  21. 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, 2025.

  22. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards Held by NEOs as of December 31, 2025 | | | | | | | | | | | 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 L. Hopkins | 07/08/22 | — | — | — | — | — | — | | | 02/28/23 | — | — | — | — | 39,284 | $556,654 | | | 02/28/24 | — | — | — | — | 208,334 | $2,952,093 | | | 02/28/25 | — | — | — | — | 168,702 | $2,390,507 | | | 02/14/18 | 664,568 | — | $3.41 | 02/14/28 | — | — | | | 03/31/21 | 259,800 | — | $6.41 | 03/31/31 | — | — | | | 02/28/24 | 208,333 | 416,667 | $3.20 | 02/28/34 | — | — | | R. Ramsey Hamady | 08/26/23 | — | — | — | — | 76,923 | $1,089,999 | | | 02/28/24 | — | — | — | — | 88,542 | $1,254,640 | | | 02/28/25 | — | — | — | — | 75,625 | $1,071,606 | | | 02/28/24 | 8,541 | 177,084 | $3.20 | 02/28/34 | — | — | | Clayton Scott | 07/08/22 | — | — | — | — | — | — | | | 02/28/23 | — | — | — | — | 19,054 | $269,995 | | | 02/28/24 | — | — | — | — | 52,084 | $738,030 | | | 02/28/25 | — | — | — | — | 69,808 | $989,179 | | | 02/28/24 | 52,083 | 104,167 | $3.20 | 02/28/34 | — | — | | Carl Fisher | 08/04/23 | — | — | — | — | 42,625 | $603,966 | | | 02/28/24 | — | — | — | — | 104,167 | $1,476,046 | | | 02/28/25 | — | — | — | — | 58,173 | $824,311 | | | 02/28/24 | 104,166 | 208,334 | $3.20 | 02/28/34 | — | — | | Jose Reyes | 02/28/23 | — | — | — | — | 26,640 | $377,484 | | | 02/28/24 | — | — | — | — | 62,500 | $885,625 | | | 02/28/25 | — | — | — | — | 46,538 | $659,443 | | | 02/14/18 | 790,555 | — | $3.41 | 02/14/28 | — | — | | | 03/31/21 | 190,866 | — | $6.41 | 03/31/31 | — | — | | | 02/28/24 | 62,500 | 125,000 | $3.20 | 02/28/34 | — | — |

  23. Outstanding Equity Awards at Fiscal Year-End

    (1) Expiration date is 10 years from grant date. (2) Based on stock price of $14.17 as of December 31, 2025.

  24. Equity Grants that Vested in 2025

    | Option Exercises and Stock Vested Table(1) | | | | | | | Option Awards | | Stock Awards (RSUs) | | | Name | Number of Shares acquired on exercise (#)(2) | Value realized on exercise ($)(3) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | John L. Hopkins | 664,568 | $9,721,765 | 192,470 | $3,321,794(4) | | R. Ramsey Hamady | 80,000 | $1,914,800 | 121,193 | $3,531,768(5) | | Clayton Scott | — | — | 67,970 | $1,174,581(6) | | Shahram Ghasemian | — | — | — | — | | Carl Fisher | — | — | 94,708 | $2,744,379(7) | | Jose Reyes | 99,000 | $2,574,801 | 90,570 | $1,565,722(8) |

  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 L. Hopkins | $637,000 | $1,911,000 | $637,000 | $1,911,000 | $39,200 | $43,775 | $25,000 | $1,381,975 | $3,929,975 | | R. Ramsey Hamady | $415,000 | $622,500 | $166,000 | $249,000 | $58,800 | $26,663 | $25,000 | $691,463 | $981,963 | | Clayton Scott | $429,000 | $643,500 | $171,600 | $257,400 | $44,100 | $41,250 | $25,000 | $710,950 | $1,011,250 | | Shahram Ghasemian | $400,000 | | $360,000 | | $11,394 | $35,126 | | $806,520(8) | | | Carl Fisher | $448,000 | $672,000 | $179,200 | $268,800 | $24,500 | $29,184 | $25,000 | $705,844 | $1,019,484 | | Jose Reyes | $418,000 | $627,000 | $167,200 | $250,800 | $1,225 | $29,184 | $25,000 | $640,609 | $933,209 |

  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) 100% 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, 2025. 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 (8) Reflects actual amounts paid upon termination

  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 ($)(1) | Unvested Shares (#) | Unvested Value ($)(2) | | John L. Hopkins | 416,667 | $4,570,837 | 416,320 | $5,899,254 | | R. Ramsey Hamady | 88,542 | $1,942,611 | 241,090 | $3,416,245 | | Clayton Scott | 52,084 | $571,351 | 140,946 | $1,997,205 | | Carl Fisher | 104,167 | $2,285,413 | 204,965 | $2,904,354 | | Jose Reyes | 62,500 | $1,371,250 | 135,678 | $1,922,557 |

  30. Potential Equity Payments Upon Termination or Change in Control

    (1)Based on stock price of $14.17 as of December 31, 2025 minus exercise price. (2)Based on stock price of $14.17 as of December 31, 2025.

  31. CEO Pay Ratio

    CEO Pay Ratio Pursuant to the Securities Exchange Act of 1934, as amended, we are required to disclose in this proxy statement the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our CEO’s total annual compensation for 2025 was $4,084,073, and the total annual compensation for 2025 of our median compensated employee (excluding our CEO) was $180,332. Accordingly, we estimate the ratio of our CEO’s total annual compensation for 2025 to the total annual compensation for 2025 of our median compensated employee to be 23 to 1. We identified the median compensated employee by taking into account the total taxable compensation for 2025 for all individuals, excluding our CEO, who were employed by us on December 31, 2025. We did not make any assumptions, adjustments or estimates with respect to their total taxable compensation for 2025, and we did not annualize the compensation for any employees who were not employed by us for all of 2025. Once the median compensated employee was identified as described above, that employee’s total annual compensation for 2025 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including our CEO) in the “Total” column of the Summary Compensation Table. The total compensation amounts included in the first paragraph of this pay-ratio disclosure were determined based on that methodology. This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  32. Pay versus Performance

    Pay versus Performance The following table shows NuScale’s Pay versus Performance for its Principal Executive Officer (“PEO”) and NEOs from 2022-2025.

  33. 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 and Investment Balances (in millions)(6) | | | | | | | Total shareholder return(3) | Peer group total shareholder return(4) | | | | 2025 | $4,084,073 | $33,105 | $1,699,642 | $563,111 | $325.71 | $145.46 | $(664.5) | $1,292.3 | | 2024 | $3,428,071 | $(7) 18,648,223 | $1,464,367 | $(7) 7,939,536 | $264.64 | $76.80 | $(7) (348.4) | $406.7 | | 2023 | $2,280,220 | $(7) 469,778 | $1,378,289 | $(7) 610,208 | $15.26 | $90.60 | $(180.1) | $125.4 | | 2022 | $3,210,627 | $(7) 3,234,180 | $1,452,098 | $(7) 7,939,536 | $111.63 | $107.30 | $(141.6) | $244.2 |

  34. Pay versus Performance

    (1) John L. Hopkins is NuScale’s only PEO. (2) Non-PEO Executives: R. Ramsey Hamady (2023-2025), Jose Reyes, Clayton Scott, and Carl Fisher (2023-2025) and Shahram Ghasemian (2025). (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, restricted cash, short-term investments and investments, as reflected in our audited financial statements for each applicable year. (7) The values indicated have been updated from the 2024 Pay Versus Performance disclosure as reported in our 2025 Proxy Statement in order to correct an inadvertent error in the calculation of such values for the years 2022 through 2024.

  35. Director Compensation

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

  36. Director Compensation

    | Committee(1) | Member | Additional to Chair | | Audit | $10,000 | $12,500 | | Compensation | $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. | | |

  37. Director Compensation

    In addition, the Special Committee was formed on July 27, 2025 and disbanded on February 24, 2026. The Special Committee members received a quarterly retainer of $25,000. Finally, 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 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 and Board compensation. The Compensation Consultant provides competitive data and makes recommendations to the Board on pay levels and program structure. The last review was conducted in February 2023, at which time, the Board approved an increase of $30,000 to the annual RSU award, bringing the program to the median of a group of comparable peer companies. No additional changes were made to the program for fiscal 2024 and for fiscal 2025. For fiscal 2026, as approved in November 2025, the Board adopted the Deferred Compensation Plan, allowing directors to defer up to 100% of annual cash and equity compensation until termination from the Board.

  38. 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, 2025, to each of our non-employee directors. Directors who are employed by us or Fluor are not compensated for their service on our Board.

  39. Summary Director Compensation Table

    | 2025 Director Compensation | | | | | Name | Fees earned in cash or shares | Grant Date Fair Value of RSUs(1) | Total | | Alan L. Boeckmann(2) | $143,842 | $109,965 | $253,808 | | Bum-Jin Chung(3) | $127,935 | $109,965 | $237,900 | | Shinji Fujino(4) | $132,935 | $109,965 | $242,900 | | James T. Hackett(5) | $6,047 | $0 | $6,047 | | Kent Kresa(6) | $152,935 | $109,965 | $262,900 | | Diana Walters | $90,000 | $109,965 | $199,965 | | Kimberly O. Warnica(7) | $98,219 | $109,965 | $208,185 |

  40. Summary Director Compensation Table

    (1)The amounts reported in the Grant Date Fair Value of RSUs column represent the aggregate grant date fair value computed in accordance with ASC 718 for RSUs granted in 2025. For 2025, each independent director was credited with 3,109 RSUs with a grant date fair value equal to the closing price of our stock, $35.37, on the grant date, May 28, 2025, vesting in four equal quarterly installments beginning on August 28, 2025. Each independent director had 1,555 outstanding unvested RSUs as of December 31, 2025. (2)Mr. Boeckmann was appointed as Chair of the Board and Compensation Committee effective January 15, 2025, and his fees were prorated for 76 days during the first quarter of 2025. He became a member of the Nominating and Governance Committee effective November 18, 2025, and his fees were prorated for 44 days during the fourth quarter of 2025. (3)Dr. Chung was named as member of the Special Committee effective July 27, 2025 and his fees were prorated for 66 days during the third quarter of 2025. (4)Mr. Fujino was named as member of the Special Committee effective July 27, 2025 and his fees were prorated for 66 days during the third quarter of 2025. (5)Mr. Hackett was Chair and member of the Board, a member of the Compensation Committee and Audit Committee through January 15, 2025. His fees were prorated for 14 days during the first quarter of 2025. Mr. Hackett resigned from the Board on January 15, 2025. (6)Mr. Kresa was named chair of the Special Committee effective August 26, 2025, with no additional compensation for serving as chair, and his fees were prorated for 66 days during the third quarter of 2025. (7)Ms. Warnica was a member of the Audit Committee through January 15, 2025, and her fees were prorated 14 days during the first quarter of 2025. She became a member of the Nominating and Governance Committee on January 15, 2025 and her fees were prorated 76 days during the first quarter of 2025. She was named Chair and member of the Nominating and Governance Committee effective February 24, 2025 and her fees were prorated for the 36 days during the first quarter of 2025.

  41. Summary Director Compensation Table

    | PROPOSAL 1: ELECTION OF DIRECTORS |

  42. 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 eight 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. We have jointly agreed with Alvin Collins, III, that he will not stand for re-election at the Annual Meeting. Our Board has nominated two additional directors for election at the Annual Meeting, Mr. Harshaw and Dr. Klein, and approved an increase in the size of the Board to nine directors. Each nominee 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 the individuals that our Board has nominated to serve as directors:

  43. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  44. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Age | | Alan L. Boeckmann | 77 | | Bum-Jin Chung | 61 | | Shinji Fujino | 63 | | Stuart Harshaw | 58 | | John L. Hopkins | 72 | | Dale Klein | 78 | | Kent Kresa | 88 | | Diana Walters | 62 | | Kimberly O. Warnica | 52 |

  45. PROPOSAL 1: ELECTION OF DIRECTORS

    Upon the recommendation of our Nominating and Governance Committee, our Board has nominated the above individuals as directors. 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. Vote Required. Directors shall be elected if the number of votes cast for any such director exceeds the number of votes cast against such director by the stockholders present in person or represented by proxy at the meeting and entitled to vote, voting together as a single class. 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.