Independent
Tenure on this board
4.1 yrs
9 nominees · 3 ballot items.
Elect nine directors; hold a non-binding advisory 'say on pay' vote to approve executive compensation; and ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026.
Elect nine directors (Alan L. Boeckmann, Bum-Jin Chung, Shinji Fujino, Stuart Harshaw, John L. Hopkins, Dale Klein, Kent Kresa, Diana Walters, and Kimberly O. Warnica) to serve until the next annual meeting or until their successors are elected and qualified.
Non-binding, advisory resolution asking stockholders to approve the Company's named executive officers' compensation as disclosed in the Compensation Discussion and Analysis and related tables and narrative in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to NuScale’s named executive officers as disclosed in the proxy statement. Management seeks this advisory endorsement to confirm shareholder support for its compensation philosophy and practices, which emphasize pay-for-performance through a mix of base salary, annual cash incentives tied to company and strategic objectives, and long-term equity awards (primarily time-vested RSUs). The Compensation Committee uses an independent consultant and a peer group benchmarking process to set targets, and the 2025 incentive scorecard produced an 80.5% payout of target for annual incentives, reflecting company performance on metrics such as commitments to purchase modules, cash revenues, project execution, SDAA progress, safety objectives, and workforce strength. The advisory vote is non-binding, but the Board and Compensation Committee state they will review and consider the voting outcome when assessing and potentially revising future compensation programs; the Company also discloses governance mitigants such as clawback policy, ownership guidelines, double-trigger change-in-control protections, and limits on hedging and repricing. Given NuScale’s industry context (capital-intensive commercialization of small modular reactor technology), the Board views equity-heavy, retention-focused awards as necessary to align management incentives with long-term stockholder value while managing operational and regulatory risks. The recommendation to vote FOR reflects the Board’s view that the disclosed programs align executives’ interests with stockholders, are subject to oversight by an independent committee and consultant, and include features intended to limit excessive risk-taking. Shareholders should weigh the program’s alignment with long-term value creation, recent realized equity vesting and option exercises, and the Company’s ongoing need to retain key talent through commercialization milestones. Although advisory and not binding, a negative vote could prompt the Board and Compensation Committee to make changes; historically the Company conducted an annual say-on-pay following a prior shareholder preference vote. Overall, the proposal is a routine governance measure to solicit shareholder feedback on executive pay and to reaffirm the Board’s compensation approach.
Ratify the Audit Committee’s selection of Ernst & Young LLP as NuScale’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VAN ECK ASSOCIATES CORP | 5.5% | 20,032,960 | $217M |
| 2 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3.0% | 11,135,738 | $121M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.0% | 10,948,169 | $119M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 10,732,371 | $116M |
| 5 | Marex Group plc | 2.5% | 9,046,644 | $98M |
| 6 | BlackRock, Inc. | 1.6% | 5,858,296 | $64M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.5% | 5,455,800 | $59M |
| 8 | BlackRock, Inc. | 1.3% | 4,807,218 | $52M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.0% | 3,723,274 | $40M |
| 10 | CAPITAL FUND MANAGEMENT S.A. | 1.0% | 3,550,574 | $38M |
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