John Hopkins
About John Hopkins
John L. Hopkins, age 71, is President and Chief Executive Officer of NuScale Power (SMR) and has served on the Board since December 2012; he was Executive Chair from 2012–2021 and previously a corporate officer at Fluor Corporation (1999–2012) after joining Fluor in 1989 . Pay-versus-performance disclosure shows cumulative TSR of a $100 investment since the May 2, 2022 closing at $264.64 versus peer group $76.80 as of 2024; NuScale reported net losses of $(141.6)M (2022), $(180.1)M (2023) and $(351.0)M (2024), and cash balances of $244.2M (2022), $125.4M (2023) and $406.7M (2024) . Hopkins is not independent due to his executive role and serves on the Board’s Executive Committee, reflecting a dual role with governance implications addressed by independent committees and policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fluor Corporation | Corporate Officer; Global operations and business development leadership | 1999–2012 (Corp. Officer); at Fluor since 1989 | Led global operations/business development; deep EPC and energy sector experience supporting NuScale commercialization |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 613,817 |
| Target Bonus (% of base) | 75% | 75% | 75% |
| Actual Annual Bonus Paid ($) | 568,800 | 425,700 | 402,457 |
| One-time Bonus ($) | 450,000 (closing-related) | — | — |
| All Other Compensation ($) | 15,355 | 34,731 | 36,797 |
| Total Compensation ($) | 3,210,627 | 2,280,220 | 3,428,071 |
Notes:
- Cash bonus determined under the NuScale Professional Incentive Compensation Plan .
- Perquisites included medical premium cost share and unused sick leave payouts (e.g., $18,311 medical premiums and $14,261 unused sick leave for 2024) .
Performance Compensation
Annual Plan Design and Outcomes (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| New Customers | 20.00% | Secure Class 1 customers for sale of 30 NPMs | — | —% |
| Cash Revenues | 10.00% | $79.9M | $34.0M | —% |
| Backlog (12/31/2024) | 10.00% | $125.0M | $41.3M | —% |
| Operational Cash Flow | 18.75% | $(90.8)M | $(111.4)M | 77.33% |
| Cash Balance (12/31/2024) | 18.75% | $71.2M | $446.8M | 200.00% |
| Operational Delivery Milestones | 5.00% | 100% on time | 100% on time | 100.00% |
| Commercialization Program | 5.00% | ≥95% index | 93% | 96.67% |
| DOE Milestones | 10.00% | 100% on time | 100% early | 200.00% |
| Safety Goals | 2.50% | No lost time injuries + program | All max requirements met | 200.00% |
| Weighted Total | 100.00% | — | — | 86.63% |
- Annual bonus targets and weights are set by the Board; payouts range 0–200% of target; 2024 payout determined at 86.83% of target (company-wide) in March 2025 .
- Use of multiple operational, sales, financial, safety and strategic goals to avoid overemphasis on any single metric .
Equity Awards and Vesting
| Award Type | Grant Date | Shares/Units | Exercise/Base Price | Grant-date Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| RSU | 02/28/2024 | 312,500 | — | 1,000,000 | Time-based; vest ratably over 3 years | — |
| Stock Option | 02/28/2024 | 625,000 | $3.20 | 1,375,000 | Time-based; vest ratably over 3 years | 02/28/2034 |
| RSU | 02/28/2023 | 78,569 unvested at YE2024 | — | — | Time-based; vest ratably over 3 years | — |
| RSU | 07/08/2022 | 49,019 unvested at YE2024 | — | — | Time-based; vest ratably over 3 years | — |
| Option (pre-existing) | 02/14/2018 | 1,329,136 exercisable | $3.41 | — | Exercisable | 02/14/2028 |
| Option (pre-existing) | 03/31/2021 | 259,800 exercisable | $6.41 | — | Exercisable | 03/31/2031 |
Additional notes:
- 2024 LTI mix was 50% RSUs and 50% stock options, targeting the 35th percentile of peers to manage dilution given stock price levels; awards vest ratably over three years; no acceleration absent change-in-control .
- Stock awards vested in 2024: 88,305 RSUs for Hopkins, realizing $421,302 .
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Total Class A shares beneficially owned | 1,216,395 |
| Components of Hopkins’ beneficial ownership | 34,675 shares owned; 1,132,701 shares issuable upon exercise of pre-existing options currently exercisable or within 60 days; 49,019 RSUs vesting within 60 days of 3/24/2025 |
| Outstanding unvested RSUs at 12/31/2024 | 49,019; 78,569; 312,500 |
| Outstanding options (exercisable) | 1,329,136 @ $3.41 exp. 02/14/2028; 259,800 @ $6.41 exp. 03/31/2031 |
| Outstanding options (unexercisable) | 625,000 @ $3.20 exp. 02/28/2034 |
| Anti-hedging/pledging policy | Hedging, pledging and similar transactions prohibited |
| Stock ownership guidelines | CEO required to hold 5x base salary; retain net after-tax shares until guideline met |
Potential insider selling pressure considerations:
- Significant in-the-money option overhang (e.g., $3.20/$3.41 strikes with YE2024 stock price of $17.93 used in equity value calculations) suggests latent supply upon exercise; unvested option value disclosed at YE2024 was $9.206M for 625,000 shares and RSUs $7.891M for 440,088 shares, both based on $17.93 price .
Employment Terms
| Provision | No CIC Termination | CIC + Qualifying Termination (double-trigger) |
|---|---|---|
| Cash severance | Lump sum equal to 1x base salary + target bonus | Lump sum equal to 3x base salary + target bonus |
| Annual bonus | Pro-rated portion of current year bonus | If successor does not assume plan, pro-rated/target; otherwise as plan |
| COBRA | Up to 18 months | Up to 18 months |
| Outplacement | Up to $25,000 within 12 months | Up to $25,000 within 12 months |
| Equity awards | Time-based equity continues to vest; performance-based earned at 100% of target, pro-rated | Full vesting of retention awards; full vesting of time-based equity; performance-based vest at 100% of target |
| Restrictive covenants | Perpetual confidentiality; non-compete and non-solicitation of business partners during employment and for one year; employee/service provider non-solicit during employment and for 12 months; non-disparagement | |
| Definitions | “Cause” includes felony, fraud, willful breach, etc.; “Good reason” includes material pay/authority diminution and breach (with cure periods) | |
| CIC equity protection | If successor fails to assume plans, awards vest at target or fully as applicable | |
| Clawback | Recoupment policy for performance-based compensation upon restatement | |
| Tax gross-ups | None in CIC policy |
Estimated cash severance at 12/31/2024:
- Total cash payment absent CIC: $1,176,853; with CIC: $3,339,853 .
Board Governance
- Board service: Director since 2012; not independent (CEO). Committee: Executive Committee member alongside Chair and standing committee chairs; the Executive Committee met once in 2024 and can exercise Board authority when the Board is not in session, subject to NYSE and legal constraints .
- Independence framework: Majority of Board and all committees currently independent; company ceased “controlled company” status on Oct 4, 2024 and must be majority-independent by Oct 4, 2025 .
- Meeting attendance: Directors attended all Board and committee meetings in 2024, except for a newly appointed director in December 2024; Hopkins’ attendance aligned with this policy .
- Director compensation and dual-role implications: Directors employed by NuScale or Fluor do not receive director compensation; thus Hopkins does not earn separate director fees. Dual role increases potential influence, mitigated by independent Audit, Compensation, and Nominating committees and regular executive sessions .
Compensation Peer Group and Committee Practices
- Executive LTI percentile targeting: For 2024, equity awards targeted the 35th percentile of industry peers due to stock price and dilution considerations .
- Director compensation benchmarking: Board targets ~50th percentile; annual RSU grant value $110,000 plus cash retainers; optional stock in lieu of cash .
- Compensation Committee: Independent members (Boeckmann, chair; Kresa; Warnica) with FW Cook as independent advisor; annual risk assessment and oversight .
Equity and Pay Structure Diagnostics
- Mix shift: Introduction of stock options in 2024 (50% of LTI) from prior 100% RSU model increases performance leverage and aligns with stock price appreciation; RSUs remain time-vested over three years .
- At-risk pay: Significant portion of compensation is performance-based via annual incentive scorecard and LTI equity .
- Governance protections: Dual-trigger CIC, clawback, anti-hedging/pledging, no option repricing without shareholder approval, no excise tax gross-ups .
Equity Ownership & Vesting Calendar (Supply Watch)
| Date/Status | Instrument | Quantity | Notes |
|---|---|---|---|
| Within 60 days of 03/24/2025 | RSUs vesting | 49,019 | Near-term supply; part of beneficial ownership calculation |
| Ratably over 3 years from 02/28/2024 | RSUs | 312,500 | Time-based; equal annual vesting |
| Ratably over 3 years from 02/28/2024; exp 02/28/2034 | Options | 625,000 | Time-based; strike $3.20 |
| Currently exercisable | Options | 1,329,136 | Strike $3.41; exp 02/14/2028 |
| Currently exercisable | Options | 259,800 | Strike $6.41; exp 03/31/2031 |
Potential equity value at 12/31/2024 price basis (for unvested only):
- Unvested options value: $9,206,250; unvested RSUs value: $7,890,777 (based on $17.93/share) .
Performance & Track Record (Company Financials)
| Metric ($USD Millions) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | —* | —* | —* |
| Net Income - (IS) | (141.6) | (180.1) | (351.0) |
| Cash And Equivalents | 244.2 | 125.4 | 406.7 |
Notes:
- TSR since closing: $100 → $264.64; peer group $76.80 (cumulative) .
- Revenues for FY periods can be provided upon request; net income and cash from audited financials disclosed in proxy .
- *Values retrieved from S&P Global.
Employment & Contracts (Retention Risk)
- Hopkins is the only NuScale executive with an individual employment agreement; severance multiples (1x/3x) and continued vesting or target-level vesting (as applicable) reduce immediate exit risk but create meaningful CIC economics and potential equity acceleration .
- Restrictive covenants (non-compete, non-solicit) provide post-termination protections .
Risk Indicators & Red Flags
- Anti-hedging/pledging policy in place; no excise tax gross-ups; no option repricing without shareholder approval; dual-trigger CIC mitigates single-trigger windfalls .
- Significant unvested and exercisable equity overhang could create selling pressure upon exercise/vesting, especially given large in-the-money option positions .
Director Compensation (for context)
- Non-employee directors: $80,000 annual cash retainer; $50,000 for non-executive Chair; additional committee retainers; annual RSUs $110,000 that vest quarterly. Directors employed by NuScale or Fluor are not paid for Board service (implication: Hopkins receives no director pay) .
Say-on-Pay & Shareholder Feedback
- 2025 is the first year NuScale solicits advisory “Say on Pay” and “Say on Frequency” votes after becoming a Large Accelerated Filer; the Board recommends “FOR” and annual frequency .
Investment Implications
- Alignment: Large equity ownership, strict ownership guidelines (5x salary), and anti-hedging/pledging policies support long-term alignment; 2024 shift to options increases upside sensitivity to share price appreciation .
- Supply risk: Material near-term RSU vesting and significant in-the-money option overhang (multiple tranches, low strikes, long expiries) present potential insider selling pressure; monitor Form 4 filings around vest dates and trading windows .
- Retention/CIC economics: Individual employment contract with 3x CIC severance and full vesting of time-based equity (performance equity at target) reduces departure risk but increases transaction-related dilution risk; dual-trigger design mitigates single-trigger payout concerns .
- Pay-for-performance: Annual incentives tied to operational cash flow, cash balance, DOE and safety milestones delivered an 86.63% payout for 2024 despite shortfalls on cash revenues/backlog; LTI mix and percentile targeting balance dilution and motivation in commercialization phase .