Clayton Scott
About Clayton Scott
Clayton Scott is Chief Commercial Officer (CCO) and a named executive officer at NuScale Power Corporation (ticker: SMR). His compensation mix emphasizes pay-for-performance: 2024 annual incentives paid at 86.63% of target based on nine Board-approved goals, and equity grants split 50% RSUs and 50% stock options that vest ratably over three years . Company-level performance during his tenure shows revenues rising from $11.8M (FY22) to $37.0M (FY24) , a cumulative TSR value of an initial $100 investment of $111.63 (2022), $15.26 (2023), and $264.64 (2024) . Age and education are not disclosed in the available proxy filings; Scott is listed as Chief Commercial Officer among the NEOs for 2024 .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $375,000 | $401,905 | $414,390 |
| Target Bonus % of Salary | 40% | 40% | 40% |
| Actual Annual Bonus Paid ($) | $192,322 | $153,432 | $144,745 |
| All Other Compensation ($) | $37,456 | $38,941 | $53,753 (includes $20,751 medical plan cost share and $13,800 401(k) match) |
Performance Compensation
2024 Annual Incentive Scorecard (Company-wide goals applicable to NEO payout)
| Metric | Weighting | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| New Customers | 20.00% | 24 MPN | 30 MPN | 48 MPN | —% | —% |
| Cash Revenues | 10.00% | $39.95mm | $79.9mm | $128mm | $34mm | —% |
| Backlog (12/31/24) | 10.00% | $100mm | $125mm | $200mm | $41.3mm | —% |
| Operational Cash Flow | 18.75% | $(136.2mm) | $(90.8mm) | $(67.76mm) | $(111.4mm) | 77.33% |
| Year-End Cash Balance | 18.75% | $35.6mm | $71.2mm | $200mm | $446.8mm | 200.00% |
| Operational Delivery Milestones | 5.00% | 100% completed | 100% on time | 60% early | 100% on time | 100.00% |
| Commercialization Program | 5.00% | 80.00% | 95.00% | 130.00% | 93.00% | 96.67% |
| DOE Milestones | 10.00% | 100% completed | 100% on time | 100% early | 100% early | 200.00% |
| Safety Goals | 2.50% | No lost time injuries | No lost time injuries + Safety Monitoring Program | Expanded safety goals | All max met | 200.00% |
| Weighted Total | 100.00% | — | — | — | — | 86.63% |
| • Paid in cash March 2025 following Compensation Committee assessment . |
Long-Term Equity (Time-based; not performance shares in 2024)
| Grant Date | RSUs (#) | RSUs Fair Value ($) | Options (#) | Option Strike ($/sh) | Options Fair Value ($) | Option Expiration |
|---|---|---|---|---|---|---|
| 02/28/2024 | 78,125 | $250,000 | 156,250 | $3.20 | $343,750 | 02/28/2034 |
| Vesting mechanics: RSUs and options vest ratably over three years; annual awards are typically granted in February; options have a 10-year life . |
Equity Vested in 2024
| Metric | 2024 |
|---|---|
| RSUs vested (#) | 41,931 |
| Value realized on RSU vesting ($) | $198,918 |
| Options exercised (#) | — |
| Value realized on option exercise ($) | — |
Outstanding Equity at 12/31/2024
| Award | Grant Date | Unvested Units (#) | Market Value ($) | Terms |
|---|---|---|---|---|
| RSUs | 02/28/2023 | 38,108 | $683,275 (at $17.93) | Time-based RSUs |
| RSUs | 02/28/2024 | 78,125 | $1,400,781 (at $17.93) | Time-based RSUs |
| Options | 02/28/2024 | 156,250 | — | $3.20 strike; expires 02/28/2034 |
Equity Ownership & Alignment
| Metric | As of Mar 24, 2025 |
|---|---|
| Total beneficial Class A shares | 149,067 (<1% voting power) |
| Breakdown (footnote 12) | 74,109 beneficially owned shares; 52,083 options exercisable within 60 days; 22,875 RSUs vest within 60 days |
| Unvested RSUs at 12/31/2024 | 38,108 (02/28/23 grant) ; 78,125 (02/28/24 grant) |
| Options outstanding | 156,250 at $3.20, expiring 02/28/2034 |
| Stock ownership guidelines | CEO 5x base; CFO and other CEO direct reports (includes CCO) 2x base salary; must retain net after-tax shares until in compliance |
| Hedging/pledging | Company prohibits hedging and pledging for employees, officers, and directors |
• Ownership compliance status (e.g., meeting 2x multiple) is not disclosed in the proxy .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (without cause, absent CIC) | One-year base salary + target bonus; up to 12 months COBRA; equity vests only as provided in award agreements; performance-based awards terminated; general release required |
| Change-in-Control Plan (double-trigger) | If terminated without cause or for good reason within 2 years post-CIC: lump-sum 1.5x base + 1.5x target bonus; prorated annual bonus at target; up to 12 months COBRA; $25,000 outplacement; full vesting of time-based equity; performance-based awards vest at 100% of target |
| Restrictive covenants | Perpetual confidentiality; noncompetition and non-solicitation during employment; employee/service-provider non-solicit for 12 months post-employment; non-disparagement |
| 280G cutback (no gross-up) | Payments may be reduced to avoid 280G excise tax; no excise tax gross-ups |
| Clawback | Robust clawback policy for incentive-based compensation and equity awards upon financial restatement |
| Anti-hedging/pledging | Prohibited under insider trading policy |
Potential Cash Payments (Illustrative amounts for Clayton Scott)
| Scenario | Salary | Bonus | Vacation Payout | COBRA | Outplacement | Total Cash |
|---|---|---|---|---|---|---|
| Termination without cause (absent CIC) | $416,749 | $166,700 | $28,851 | $37,195 | $25,000 | $674,495 |
| Termination without cause or for good reason in connection with CIC | $625,124 | $250,019 | $28,851 | $37,195 | $25,000 | $966,189 |
Potential Equity Payments Upon Termination or CIC (Unvested)
| Award Type | Unvested Shares (#) | Unvested Value ($) |
|---|---|---|
| Options | 156,250 | $2,301,562 (at $17.93) |
| RSUs | 139,108 | $2,494,206 (at $17.93) |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $11,804,000 | $22,810,000 | $37,045,000 |
| EBITDA ($) | $(227,297,000)* | $(273,008,000)* | $(133,647,000)* |
• TSR (value of initial fixed $100 investment at year-end): $111.63 (2022), $15.26 (2023), $264.64 (2024) .
- Values retrieved from S&P Global.
Compensation Structure Analysis
- Equity-heavy mix (RSUs + options) aligns with long-term shareholder value; grants vest over three years, with options only valuable above grant price ($3.20 for 2024 awards) .
- No option repricing without shareholder approval; no excise tax gross-ups; robust clawback and anti-hedging/pledging—strong governance practices .
- Targeting 35th percentile equity grant levels in 2024 to balance dilution concerns given stock price at the time—signals conservatism in equity usage .
- Annual incentives tied to diversified operational, financial, safety, and commercialization metrics; 2024 payout at 86.63% indicates partial achievement with strong liquidity performance (year-end cash balance) .
Compensation Peer Group (Benchmarking context)
Peer set used for 2024 decisions includes Archer Aviation, Ballard Power, Blink Charging, Bloom Energy, Centrus Energy, ChargePoint, Energy Fuels, Enovix, Eos Energy, ESS Tech, EVgo, FuelCell Energy, Hyliion, Joby Aviation, Montauk Renewables, Plug Power, Shoals Technologies, Stem, Sunnova Energy .
Say-on-Pay & Shareholder Feedback
- 2025 marks the first year NuScale is required to hold Say-on-Pay and Say-on-Frequency votes after becoming a Large Accelerated Filer; Board recommends “FOR” Say-on-Pay and annual frequency .
Investment Implications
- Alignment: Time-based RSUs and options with three-year vesting, 2x salary ownership guideline for CCOs, and prohibition on hedging/pledging collectively align Scott with long-term equity value creation .
- Retention risk: Double-trigger CIC protections (1.5x salary+bonus, equity acceleration) and standard severance reduce near-term departure risk; robust restrictive covenants and clawback further protect shareholders .
- Trading signals: 2024 options at $3.20 strike and substantial unvested equity ($~2.5M RSU value and $~2.3M option value at $17.93) suggest sensitivity to stock performance; lack of disclosed Form 4 sales in these filings means insider selling pressure cannot be assessed from proxies alone .
- Performance context: Revenue growth and improved EBITDA loss trajectory*, coupled with strong 2024 cash balance metric (max payout on that goal), support incentive payouts and may continue to influence future equity realizations and vesting .
- Values retrieved from S&P Global.