Diana Walters
About Diana J. Walters
Independent director (appointed December 2024) with 35+ years in natural resources finance across energy, power, and mining/metals; age 61. Background includes President of Liberty Metals & Mining LLC, CFO of Tatham Offshore, and senior roles in private equity, investment banking, and capital markets; currently Managing Partner of Amichel, LLC. Education: B.A. (Plan II Honors) and M.A. (Energy & Mineral Resources), University of Texas at Austin. Current board service includes Trilogy Metals Inc. and Platinum Group Metals Limited (Chair); Senior Advisor, Independence Point Advisors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Metals & Mining LLC | President | — | Led investments across mining/energy finance |
| Tatham Offshore, Inc. | Chief Financial Officer | — | Financial leadership in energy/offshore sector |
| Various (PE/IB/Capital Markets/Advisory) | Senior roles | — | Broad transaction and capital markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amichel, LLC | Managing Partner | ~5 years | Financial advisory/consulting; equestrian activities |
| Trilogy Metals Inc. | Director | Current | Board service |
| Platinum Group Metals Limited | Chair, Director | Current | Board chair role |
| Independence Point Advisors | Senior Advisor | Current | Strategic capital markets advisory |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under NYSE and company guidelines |
| Committee assignments | Audit Committee member |
| Committee chair roles | None (Audit Committee chaired by Kent Kresa) |
| Financial expertise | Audit Committee Financial Expert (SEC Item 407(d)(5)) |
| Attendance (2024) | Appointed Dec 2024; all other current directors attended all 2024 Board/committee meetings; Board met 7x; Audit met 6x |
| Executive sessions | Independent directors meet regularly in executive sessions; presiding director is Board/committee chair of session |
| Board independence status | Majority independent; all committees currently independent; company ceased controlled-company status Oct 4, 2024 and must be majority-independent by Oct 4, 2025 (currently met) |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (cash or stock equivalent) | $80,000 | Payable quarterly in arrears |
| Committee fees | Audit: $10,000 member / $12,500 chair; Comp: $7,500 / $8,000; N&G: $5,000 / $6,500 | Directors employed by SMR or Fluor not compensated; Walters is non-employee |
| Board Chair / Lead Independent retainer | +$50,000 Chair; +$30,000 Lead Independent (if separate) | Not applicable to Walters |
| Walters 2024 cash/fees | $2,934 | Partial-year after Dec 2024 appointment |
Performance Compensation
| Element | Grant size/Value | Vesting/Terms | Metrics |
|---|---|---|---|
| Annual Director RSUs | $110,000 grant-date fair value | Vest quarterly over one year | None (time-based) |
| One-time new director RSUs | $110,000 grant-date fair value | Vest quarterly over three years | None (time-based) |
| Walters 2024 equity value | $157,883 (grant-date fair value) | New director plus annual RSUs, granted after Dec 2024 appointment | None (time-based) |
No options, PSUs, or performance-metric-based pay are disclosed for non-employee directors; equity is time-vested RSUs (no performance hurdles).
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential interlocks/conflicts |
|---|---|---|---|
| Trilogy Metals Inc. | Director | Not disclosed | No related-party transactions disclosed with SMR – |
| Platinum Group Metals Limited | Chair, Director | Not disclosed | No related-party transactions disclosed with SMR – |
| Independence Point Advisors | Senior Advisor | — | No related-party transactions disclosed with SMR – |
Expertise & Qualifications
- Financial/accounting literacy; designated Audit Committee Financial Expert (SEC standard) .
- Deep natural resources finance (energy, power, mining/metals) and capital markets experience .
- Governance experience as board chair and director at multiple companies .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 3,896 Class A shares (<1%); includes 3,433 owned and 463 RSUs vesting within 60 days |
| Ownership guidelines (directors) | Must hold net after-tax shares equal to 5x annual cash retainer; retain until guideline met |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
Related-Party/Conflict Review
- No related-person transactions disclosed involving Walters; primary related-person disclosure pertains to Fluor Enterprises, Inc. services and payments under master services agreements in 2024.
- Robust related-person transaction policy with Audit Committee oversight and case-by-case approval criteria.
- Corporate opportunities charter amendment proposed in 2025 to clarify waiver scope; a putative class action (Tucker v. NuScale Power Corporation) filed Dec 2024 names the Company, its current directors, and one former director—Board proposes amendment to moot claims; Company and directors deny wrongdoing. –
Director Compensation (2024 actuals)
| Name | Fees earned (cash or shares) | RSU grant-date fair value | Total |
|---|---|---|---|
| Diana Walters | $2,934 | $157,883 | $160,817 |
Insider Trades and Filing Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | Company reports all 2024 filings compliant except two late Form 4s for other directors (Boeckmann, Kresa); no exceptions noted for Walters. |
Governance Assessment
- Strengths
- Independent director with audit financial expert designation; strengthens Audit Committee oversight.
- Significant finance and capital markets background aligned with SMR’s capital-intensive, multi-stakeholder environment.
- Anti-hedging/pledging policies and director ownership guideline promote alignment.
- Committees currently fully independent; majority-independent Board.
- Watch items
- Corporate opportunities litigation includes current directors; Board pursuing charter amendment to moot claims (mitigant). –
- Recent appointment (Dec 2024) means limited track record on Board attendance/engagement metrics so far; Audit met 6x in 2024 pre-appointment.
Overall, Walters’ financial acumen and audit expertise are positives for investor confidence; no disclosed related-party entanglements or hedging/pledging risks, and compensation structure is standard for independent directors with time-based equity and clear ownership requirements.