Alan Boeckmann
About Alan L. Boeckmann
Alan L. Boeckmann (age 76) is Chairman of the Board at NuScale Power (SMR) and has served as a director since December 3, 2020. He is a former Chairman and CEO of Fluor Corporation with 36 years at Fluor, and holds a degree in electrical engineering from the University of Arizona. He is currently not independent due to prior employment with Fluor but is expected to be independent as of May 5, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Executive Chairman | May 2019 – May 2022 | Led stabilization and oversight of a global EPC company; brings deep EPC governance perspective to SMR. |
| Fluor Corporation | Non-Executive Chairman | 2011 – 2012 | Board leadership experience and oversight of management transitions. |
| Fluor Corporation | Chairman & Chief Executive Officer | Feb 2002 – 2011 | Large-scale EPC operating and strategy leadership; risk management and international project execution experience. |
| Fluor Corporation | Various positions (including earlier service 1974–1977) | Joined 1979; total 36 years | Extensive global EPC, energy, and infrastructure exposure. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sempra Energy | Director | May 2011 – May 2023 | Public company board experience in regulated energy infrastructure. |
| BP plc | Director | Jul 2014 – May 2019 | Global energy major board experience. |
| Archer Daniels Midland | Director | Feb 2012 – Nov 2019 | Strategy and operations oversight in global agribusiness. |
Board Governance
- Roles and independence
- Chairman of the Board; Chair of the Organization & Compensation Committee; member of the Executive Committee. Not currently independent due to prior employment with Fluor; expected to be independent as of May 5, 2025.
- Attendance and engagement
- Board met 7 times in 2024; committees met 13 times. Each current director (other than Walters, who joined in Dec 2024) attended all Board and applicable committee meetings (i.e., 100% attendance for sitting directors, including Boeckmann).
- Committee composition snapshot (current)
- Audit Committee: Kresa (Chair), Walters, Fujino (all independent; Kresa and Walters are financial experts). Boeckmann is not a member.
- Organization & Compensation Committee: Boeckmann (Chair), Kresa, Warnica.
- Nominating & Governance Committee: Warnica (Chair), Collins, Chung.
- Executive Committee: Boeckmann, Hopkins, Kresa, Warnica.
- Board independence transition
- NuScale ceased to be a controlled company as of Oct 4, 2024 and must have a majority-independent Board and fully independent key committees by Oct 4, 2025.
Fixed Compensation
Director pay structure and 2024 paid amounts.
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board retainer (cash or stock) | $80,000 | Payable quarterly. |
| Non-Executive Chair additional retainer | $50,000 | Payable quarterly. |
| Lead Independent Director additional retainer | $30,000 | If appointed separately from Chair. |
| Committee fees – Audit | Member: $10,000; Chair: +$12,500 | Annual, paid quarterly. |
| Committee fees – Compensation | Member: $7,500; Chair: +$8,000 | Annual, paid quarterly. |
| Committee fees – Nominating & Governance | Member: $5,000; Chair: +$6,500 | Annual, paid quarterly. |
| 2024 Director Compensation (Boeckmann) | Amount |
|---|---|
| Fees earned (cash or shares) | $92,500 |
| RSU grant date fair value | $109,996 |
| Total | $202,496 |
- Equity design for directors: Non-employee directors receive annual time-based RSUs with a grant value of $110,000 vesting quarterly over one year; new directors also receive a one-time RSU grant of $110,000 vesting quarterly over three years.
Performance Compensation
- No performance-conditioned compensation is disclosed for directors; equity is time-based (RSUs) and vests by service, not performance.
| Performance Metric in Director Pay | Weighting/Target | Outcome |
|---|---|---|
| None disclosed for directors | N/A | N/A |
Note: The Company maintains robust compensation governance practices for executives (e.g., clawback, dual-trigger CIC, no hedging/pledging, no option repricing without shareholder approval), but these relate to management programs rather than director pay.
Other Directorships & Interlocks
| Type | Entity | Details |
|---|---|---|
| Prior public board | Sempra Energy | Director, May 2011 – May 2023. |
| Prior public board | BP plc | Director, Jul 2014 – May 2019. |
| Prior public board | Archer Daniels Midland | Director, Feb 2012 – Nov 2019. |
| Compensation Committee interlocks | None | Company discloses no compensation committee interlocks or insider participation in 2024. |
Expertise & Qualifications
- Engineering, Procurement & Construction (EPC) leadership; Energy industry experience (domestic & international).
- Financial/accounting knowledge; organization governance/compliance; strategic planning; risk management.
- Cyber-risk oversight training.
- Electrical engineering degree (University of Arizona).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned | 61,734 | Includes 60,836 owned plus 898 RSUs vesting within 60 days of March 24, 2025. <1% of voting power. |
| Class B shares beneficially owned | 0 | — |
| Ownership guidelines (directors) | 5x annual cash retainer | Non-employee, non‑Fluor directors must retain net after-tax shares until the guideline is met. |
| Hedging/pledging | Prohibited | Policy prohibits hedging and pledging of Company stock. |
| Section 16(a) compliance | Two late Form 4s filed by Company on his behalf for 12/31/2024 transactions | Administrative timing issue disclosed for Boeckmann and Kresa. |
Related-Party Exposure and Conflicts
- Fluor Enterprises, Inc. is a related person (5%+ holder). In 2024:
- NuScale LLC paid Fluor Enterprises, Inc. $2,436,639 for EPC and other services under an MSA.
- Fluor Enterprises, Inc. paid NuScale LLC $2,642,412 under an MSA; Fluor Transworld Services, Inc. paid NuScale LLC $570,045.17 under an MSA.
- Independence determination explicitly notes Boeckmann is not independent due to current/prior Fluor employment; expected to become independent May 5, 2025 (three-year cooling-off post-retirement).
- Corporate opportunities waiver: Board proposed amending the Certificate of Incorporation (Article XIII) to clarify scope and moot pending Chancery Court litigation (Tucker v. NuScale) alleging the prior waiver was overly broad; approval requires 66 2/3% of outstanding voting shares.
Governance Assessment
- Positives
- Extensive EPC and global energy board experience aligned with NuScale’s commercialization and project-delivery risks; skills matrix confirms EPC, energy, financial knowledge, risk, strategy, and cyber oversight training.
- Active engagement: 100% attendance in 2024; serves as Board Chair and Comp Committee Chair; on Executive Committee.
- Director pay mix favors equity alignment via time-based RSUs; anti-hedging/pledging policy; director ownership guideline at 5x annual cash retainer.
- Compensation Committee uses an independent advisor (FW Cook) without conflicts (relevant to his chair role).
- Watch items / potential red flags
- Independence transition: He chairs the Compensation Committee while not independent until May 5, 2025; Company targets fully independent committees by Oct 4, 2025.
- Fluor related-party dealings persist; while governed by policy and committee oversight, continued transactions warrant monitoring given his Fluor history.
- Corporate opportunities waiver litigation prompted a charter amendment proposal—Board’s remedial action is a positive step, but outcome and investor reaction remain governance considerations.
- Two late Form 4s (administrative) for 12/31/2024 transactions—minor process issue disclosed.
Say-on-Pay context (compensation governance environment): 2025 is the first advisory vote on executive compensation and vote frequency; Board recommends annual say-on-pay. While not director-specific, as Comp Committee Chair this places added focus on compensation oversight and responsiveness.