Carl Fisher
About Carl Fisher
NuScale Power Corporation appointed Carl M. Fisher as Chief Operating Officer effective July 24, 2023; he reported to CEO John Hopkins and led operations, engineering, project management, quality assurance, IT, and regulatory affairs. At appointment, Fisher was 61, with 33 years of business experience; his credentials include a B.S. in Mechanical Engineering (North Carolina State University), an MBA (Queens University), PMP certification, and licensure as a Professional Engineer in North Carolina and South Carolina . Fisher’s nuclear industry background spans the U.S. Naval Nuclear Propulsion Program, Duke Energy International, and 20 years at Framatome culminating as VP of Instrumentation & Control North America . Company performance underpinning NEO incentives in 2024 delivered an 86.63% payout, with outsized results in year‑end cash balance (200% of target) and DOE milestones (200% of target), despite negative operational cash flow (77.33% payout) . Revenue increased year-over-year; EBITDA remained negative as NuScale continues commercialization efforts (see table; values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NuScale Power (NYSE: SMR) | Chief Operating Officer | 2023–present | Leads operations, engineering, PMO, QA, IT, regulatory affairs; transition to manufacturing phase of VOYGR SMR . |
| Framatome | Various leadership roles; VP I&C North America | 2003–2023 | Grew Tier‑1 I&C supplier footprint across U.S., Canada, Mexico; led Plant/NSSS Engineering, Electrical/Mechanical Products, Nuclear Parts Center, SAFER, Cyber Security . |
| Duke Energy International | Energy commercial development (Hong Kong) | Not disclosed | Managed development across Australia, China, Indonesia, Malaysia, New Zealand, Thailand, Philippines . |
| U.S. Naval Nuclear Propulsion Program | Naval nuclear reactor operations; I&C startup/commissioning | Not disclosed | Operational and commissioning leadership in naval nuclear reactors . |
External Roles
| Organization | Role/Committee | Years | Notes |
|---|---|---|---|
| Institute of Nuclear Power Operations (INPO) | Supplier Participant Advisory Committee (member) | Not disclosed | Industry engagement . |
| Nuclear Energy Institute (NEI) | Digital I&C Working Group (member) | Not disclosed | Industry standards participation . |
Fixed Compensation
| Component | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Base Salary | $258,423 | $434,310 |
| All Other Compensation | $12,373 | $27,922 |
Performance Compensation
Annual Incentive (Company Scorecard; paid in cash)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| New Customers | 20.00% | 30 NPM | — (not achieved) | —% |
| Cash Revenues | 10.00% | $79.9 mm | $34.0 mm | —% |
| Backlog (Dec 31, 2024) | 10.00% | $125 mm | $41.3 mm | —% |
| Operational Cash Flow | 18.75% | $(90.8) mm | $(111.4) mm | 77.33% |
| Year-End Cash Balance | 18.75% | $71.2 mm | $446.8 mm | 200.00% |
| Operational Delivery Milestones | 5.00% | 100% on time | 100% on time | 100.00% |
| Commercialization Program | 5.00% | Index ≥95% | 93.00% | 96.67% |
| DOE Milestones | 10.00% | 100% on time | 100% early | 200.00% |
| Safety Goals | 2.50% | No lost time injury + program | Max requirements met | 200.00% |
| Weighted Total | 100.00% | — | — | 86.63% |
| Item | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Actual Bonus Paid (Non-equity incentive) | $71,818 | $151,715 |
| Target Bonus % of Base | Not disclosed | 40% of base (all NEOs other than CEO) |
Equity Awards and Vesting
| Grant Date | Instrument | Shares/Options | Fair Value (USD) | Strike | Vesting | Notes |
|---|---|---|---|---|---|---|
| 02/28/2024 | RSUs | 156,250 | $500,000 | — | Ratable over 3 years from grant date | NEO LTI shifted to 50% RSUs, 50% options in 2024 . |
| 02/28/2024 | Stock Options | 312,500 | $687,500 | $3.20 | Ratable over 3 years; 10‑year life | Exercise price at grant close; options only gain if price appreciates . |
| 08/04/2023 | RSUs | 127,875 (grant) | — | — | 3 equal tranches on 08/04/2024, 08/04/2025, 08/04/2026 (42,625 each) | Form 4 discloses “sell to cover” on vest events. |
| 08/04/2024 (vest) | RSUs vested | 42,625 | $373,395 value realized | — | — | Shares sold to cover taxes (12,302 at $8.788) . |
| 08/04/2025 (vest) | RSUs vested | 42,625 | — | — | — | Sale to cover taxes (18,206 at $44.386); post‑transaction direct ownership 90,864 shares . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 03/24/2025) | 170,611 Class A shares; less than 1% of total voting power . |
| Components and Status | Includes 104,166 shares issuable upon exercise of pre‑existing options within 60 days; RSUs and options outstanding per tables below . |
| Unvested RSUs (12/31/2024) | 156,250 shares unvested . |
| Options (12/31/2024) | 312,500 options at $3.20, expiring 02/28/2034 (vesting ratably over 3 years) . |
| Ownership Guidelines | CEO 5x base; CFO and CEO direct reports (includes COO) 2x base; retain net after‑tax shares until compliant . |
| Hedging/Pledging | Prohibited for employees, officers, directors . |
| Compliance Status | Not disclosed. |
Outstanding Equity Awards at Fiscal Year-End (Carl Fisher)
| Metric | 12/31/2024 |
|---|---|
| RSUs Unvested (shares) | 156,250 |
| Stock Options (strike, expiration) | 312,500 options at $3.20 expiring 02/28/2034 |
| Prior RSUs Grant (08/04/2023) | 127,875 grant; remaining tranches scheduled for 08/04/2025 and 08/04/2026 |
Employment Terms
| Provision | Detail |
|---|---|
| Severance (termination without cause; absent CIC) | Lump sum equal to 1 year base salary + target bonus; up to 12 months COBRA; equity vesting per award agreements; unvested performance awards terminate; general release required . |
| Change-in-Control (dual-trigger; termination within 2 years) | 1.5x base salary + target bonus; prorated annual bonus at target; up to 12 months COBRA; outplacement up to $25,000; full vesting of equity (performance awards at 100% of target) . |
| Potential Cash Payments (illustrative) | $656,292 (termination without cause, absent CIC); $962,063 (termination without cause/for good reason in connection with CIC) . |
| Restrictive Covenants | Perpetual confidentiality; non‑competition and non‑solicitation of business partners during employment; employee non‑solicit during employment and 12 months post‑employment; non‑disparagement . |
| Clawback | Robust recoupment policy for performance‑based compensation and LTI awards upon restatement . |
| Tax Gross‑ups | No excise tax gross‑ups; parachute payments subject to “best net” cutback to avoid 280G excise tax where economically beneficial . |
Compensation Structure Analysis
- Equity mix shifted in 2024 to 50% stock options and 50% time‑vested RSUs, increasing at‑risk, performance‑levered compensation and mitigating dilution at low share prices; equity grants targeted at the 35th percentile of peers due to stock price considerations .
- Annual incentive design diversified across nine operational/safety/financial goals with Board‑approved weightings; 2024 payout at 86.63% indicates partial achievement with strong cash preservation and DOE execution despite missing new Class 1 customer and backlog targets .
- Governance controls: dual‑trigger CIC, anti‑hedging/pledging, robust clawback, independent compensation consultant (FW Cook) .
Compensation Peer Group & Shareholder Feedback
- 2024 Compensation Peer Group includes energy transition and tech‑hardware names such as Bloom Energy, Plug Power, Shoals Technologies, Stem, Sunnova, Joby Aviation, Enovix, and others (full list in proxy) .
- 2025 marked NuScale’s first required say‑on‑pay and say‑on‑frequency proposals; results not disclosed in the proxy excerpt; Board recommends “FOR” say‑on‑pay and annual frequency .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $22,810,000* | $37,045,000* |
| EBITDA (USD) | $(273,008,000)* | $(133,647,000)* |
Values retrieved from S&P Global.
Vesting Schedules and Insider Selling Pressure
- RSU grant on 08/04/2023 vests in three equal tranches (42,625 each) on 08/04/2024, 08/04/2025, 08/04/2026; Form 4s show “sell‑to‑cover” transactions around these dates, which can create predictable liquidity events and short‑term selling pressure .
- On 08/06/2025, Fisher sold 18,206 shares at $44.386 to cover taxes after 42,625 RSUs vested; post‑transaction direct ownership was 90,864 shares .
- On 08/07/2024, Fisher sold 12,302 shares at $8.788 to cover taxes on RSU vesting .
Risk Indicators & Red Flags
- Hedging and pledging of company stock are prohibited for officers, mitigating misalignment risks .
- CIC severance is dual‑trigger with “best net” cutback, limiting shareholder‑unfriendly gross‑ups .
- Related‑party transactions are governed by policy and overseen by the Audit Committee; no material transactions reported for Fisher .
Investment Implications
- Alignment and retention: Fisher’s compensation is meaningfully equity‑oriented, with scheduled RSU vest dates (Aug 4 annually from 2024–2026) and time‑based options (10‑year life) that encourage tenure but can create periodic sell‑to‑cover flows; watch early August for potential insider liquidity events .
- Pay‑for‑performance: 2024 incentives rewarded cash discipline and DOE execution, with below‑target outcomes for new customers/backlog; compensation mix (50% options) increases leverage to future commercialization milestones and TSR .
- Governance quality: dual‑trigger CIC, clawback, anti‑hedging/pledging, and independent consultant support investor confidence; ownership guidelines (2x base) strengthen skin‑in‑the‑game over time, though compliance status for Fisher is not disclosed .
- Monitoring signals: Track RSU vest dates (Aug 4; Feb 28 for 2024 grants), any new Form 4 activity, progress on Class 1 customer acquisition, and backlog/cash targets to assess the likelihood of above‑target incentive payouts in subsequent years .