NUSCALE POWER CORP CLASS A (SMR)
Sector: Industrials
2026 Annual Meeting Analysis
NUSCALE POWER CORP CLASS A · Meeting: May 29, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director with deep EPC and energy industry experience; no overboarding, no attendance issues, and the 3-year TSR gap vs. the company-disclosed peer group (-19.1pp) does not exceed the 50pp underperformance threshold required to trigger a vote against under the strong-positive TSR tier.
Independent director with deep nuclear engineering expertise relevant to NuScale's business; no attendance issues, no overboarding, and the TSR underperformance trigger does not fire against the peer group benchmark.
Independent director with energy finance and Japan policy expertise; no attendance issues, no overboarding, and the TSR underperformance trigger does not apply given the -19.1pp gap vs. the 50pp threshold.
New nominee joining the board for the first time; exempt from the TSR underperformance trigger under the 24-month new-director exemption, and brings relevant large-scale EPC and board experience.
CEO and executive director with over a decade of leadership at NuScale; subject to the same TSR trigger as other directors, but the 3-year peer gap of -19.1pp does not exceed the 50pp threshold for the strong-positive TSR tier, so no vote-against trigger fires independently of the Say on Pay analysis.
New nominee and former NRC Chairman with exceptional nuclear regulatory expertise; exempt from the TSR underperformance trigger as a new director, and brings highly relevant industry qualifications.
Independent director and Audit Committee chair with strong financial and governance credentials; no overboarding or attendance concerns, and the TSR underperformance trigger does not fire at the peer group benchmark level.
Director joined December 2024 and is within the 24-month new-director exemption window; brings 35+ years of natural resources and capital markets experience relevant to NuScale's commercialization stage.
Independent director with deep energy sector legal and governance expertise; no attendance issues, no overboarding, and the TSR underperformance trigger does not apply at the peer group threshold level.
All nine director nominees receive a FOR vote. The company's 3-year stock return of +33.5% is strong positive in absolute terms, and the gap vs. the company-disclosed compensation peer group median (-19.1pp) falls well below the 50pp underperformance threshold required to trigger votes against directors in the strong-positive TSR tier. No overboarding, attendance, independence, or qualification concerns were identified for any nominee. The two new nominees (Harshaw and Klein) are exempt from the TSR trigger as first-time nominees.
Say on Pay
✗ AGAINSTCEO
John L. Hopkins
Total Comp
$4,084,073
Prior Support
N/A
NuScale's long-term incentive program for 2025 consists entirely of time-vested restricted stock units (shares that are awarded and simply unlock over three years on a calendar schedule, with no requirement to hit any performance goal). Under the voting policy, a plan where equity grants vest regardless of outcomes is treated as fixed pay disguised as variable pay, which is a standalone basis for a vote against. The annual cash bonus does include real performance conditions and paid out at only 80.5% of target — reflecting genuine accountability on the short-term side — but the equity component, which represents the largest single piece of CEO pay ($2.9M of $4.1M total), carries zero performance requirement. Additionally, the stock fell 23% over the past year and underperformed the company's own peer group by over 111 percentage points, while equity was still granted at the 50th percentile target level, meaning above-benchmark equity was awarded during a period of significant shareholder value destruction, failing the pay-for-performance alignment check.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,249,000
Non-Audit Fees
$14,120
Non-audit fees for 2025 (tax fees of $12,120 plus other fees of $2,000, totaling $14,120) represent less than 1% of audit fees of $2,249,000, far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. EY is a Big 4 firm appropriate for a company of NuScale's size and complexity.
Overall Assessment
NuScale's 2026 annual meeting ballot contains three proposals: director elections, Say on Pay, and auditor ratification. All nine director nominees receive a FOR vote as the TSR underperformance gap vs. the peer group benchmark does not reach the policy trigger threshold, and no other director-specific concerns were identified. The auditor ratification passes cleanly with negligible non-audit fees. The Say on Pay vote receives an AGAINST due to the company's long-term equity program relying entirely on time-vesting restricted stock units with no performance conditions, which the policy treats as fixed pay regardless of shareholder outcomes — a structural concern compounded by significant stock underperformance during the award period.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing