Jose Reyes
About Jose Reyes
Jose Reyes is Chief Technology Officer (CTO) and a Named Executive Officer at NuScale Power (SMR). His pay mix skews to long-term equity (RSUs/options) with annual cash incentives tied to nine operating, financial, commercialization and safety metrics; 2024 bonuses paid at 86.83% of target based on the scorecard approved by the Board . As of March 24, 2025, Reyes beneficially owns 1,691,807 Class A shares (1.27% voting power) with substantial vested options and near-term RSU vesting, indicating strong equity alignment and potential future liquidity events from vesting and option exercises . Company pay-versus-performance disclosures show cumulative TSR of an initial $100 investment rising to $264.64 by 2024 alongside net losses and a strengthened cash balance, contextualizing incentive outcomes and equity realizations for NEOs including Reyes .
Fixed Compensation
Multi‑Year Compensation (Summary Compensation Table – Jose Reyes)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $370,258 | $390,381 | $403,257 |
| Option Awards ($) | — | — | $412,500 |
| RSUs ($) | $1,000,000 | $827,193 | $300,000 |
| Non‑equity Incentive Plan Compensation ($) | $190,323 | $149,304 | $140,850 |
| One‑time Bonus ($) | — | — | — |
| All Other Compensation ($) | $38,836 | $36,873 | $41,561 |
| Total ($) | $1,599,417 | $1,403,751 | $1,298,168 |
- Target annual bonus is 40% of base salary for non‑CEO NEOs (maximum 2x target; payout range 0–200%) .
Performance Compensation
2024 Annual Bonus Scorecard
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| New Customers | 20.00% | Secure Class 1 customers commensurate with sale of 30 NPMs | Not disclosed | Not disclosed |
| Cash Revenues | 10.00% | $79.9 mm | $34.0 mm | Not disclosed |
| Backlog (12/31/24) | 10.00% | $125 mm | $41.3 mm | Not disclosed |
| Operational Cash Flow | 18.75% | $(90.8) mm | $(111.4) mm | 77.33% |
| Cash Balance (12/31/24) | 18.75% | $71.2 mm | $446.8 mm | 200.00% |
| Operational Delivery Milestones | 5.00% | 100% completed on time | 100% completed on time | 100.00% |
| Commercialization Program | 5.00% | 95.00% | 93.00% | 96.67% |
| DOE Milestones | 10.00% | 100% on time | 100% early | 200.00% |
| Safety | 2.50% | No lost time injuries + Safety Monitoring Program | All max requirements met | 200.00% |
| 2024 Bonus Payout | Value |
|---|---|
| Payout as % of Target | 86.83% |
- Cash incentives are fully at-risk; metrics cover sales, financial, operational, DOE, commercialization, safety objectives; Board adopted nine goals; awards paid in March 2025 .
2024 Equity Grants (mix changed to 50% Options / 50% RSUs)
| Type | Grant Date | Shares (#) | Exercise Price ($) | Grant‑Date FV ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| RSU | 02/28/2024 | 93,750 | N/A | $300,000 | Time‑based, vests one‑third annually | N/A |
| Stock Options | 02/28/2024 | 187,500 | $3.20 | $412,500 | Time‑based, vests one‑third annually; 10‑year term | 02/28/2034 |
- Long‑term incentive plan targeted equity grant levels at ~35th percentile of peers in 2024 to manage dilution; RSUs/options granted at closing price on grant date; no timing of MNPI for grants .
2024 Vested Equity (Realized)
| Metric | Value |
|---|---|
| RSUs Vested (shares) | 59,321 |
| RSUs Vested (value) | $282,311 |
Equity Ownership & Alignment
Beneficial Ownership and Near‑Term Awards
| Metric | Value |
|---|---|
| Class A Shares Beneficially Owned | 1,691,807 |
| % of Total Voting Power | 1.27% |
| Options currently exercisable or within 60 days | 1,142,921 shares |
| RSUs vesting within 60 days | 32,679 |
Outstanding Equity Awards (as of 12/31/2024)
Outstanding Options (Exercisable/Unexercisable)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 02/14/2018 | 889,555 | — | $3.41 | 02/14/2028 |
| 03/31/2021 | 190,866 | — | $6.41 | 03/31/2031 |
| 02/28/2024 | — | 187,500 | $3.20 | 02/28/2034 |
Outstanding RSUs (Unvested at FYE)
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 07/08/2022 | 32,679 | $585,934 (at $17.93) |
| 02/28/2023 | 53,281 | $955,328 (at $17.93) |
| 02/28/2024 | 93,750 | $1,680,937 (at $17.93) |
| 07/08/2022 (additional) | 22,875 | $410,148 (at $17.93) |
Policies and Alignment
- Stock ownership guidelines: CFO and other direct reports to CEO must hold ≥2x base salary in shares; CEO 5x; executives must retain net after-tax shares received until guidelines met .
- Anti‑hedging and pledging prohibited; robust clawback allows recovery of performance‑based pay upon financial restatement; no option repricing without shareholder approval .
- Executive compensation emphasizes equity to tie rewards to long‑term stockholder value; grants are time‑vested (no acceleration on termination absent change‑in‑control) .
Employment Terms
Severance and Change‑in‑Control (CIC) Economics for Reyes (CTO; governed by Executive Severance Policy and CIC Plan)
- Without CIC: Lump sum of 1x base salary + target bonus; medical/dental/vision up to 1 year; equity vesting per award agreements; unvested performance awards terminated; general release required .
- With CIC (double‑trigger within 2 years): Lump sum of 1.5x base salary + target bonus; prorated annual bonus at target; medical/dental/vision up to 1 year; outplacement up to $25,000; full vesting of all equity awards other than performance awards; performance awards vest at 100% target .
- 280G excise taxes: No gross‑ups; “best‑net” cutback approach to avoid 4999 excise tax if beneficial; cutback applied to maximize after‑tax value .
Potential Cash Payments (as of 12/31/2024 valuations)
| Component | Termination without CIC | Termination with CIC |
|---|---|---|
| Salary | $405,535 | $608,303 |
| Bonus | $162,214 | $243,321 |
| Vacation Payout | $9,359 | $9,359 |
| COBRA | $26,302 | $26,302 |
| Outplacement | $25,000 | $25,000 |
| Total Cash Payment | $628,410 | $912,285 |
Potential Equity Payments upon Termination/CIC (at $17.93/share)
| Type | Unvested Shares (#) | Unvested Value ($) |
|---|---|---|
| Option Awards | 187,500 | $2,761,875 |
| Stock Awards (RSUs) | 179,710 | $3,222,200 |
Restrictive Covenants
- CIC plan requires perpetual confidentiality; noncompetition and non‑solicitation of business partners during employment; non‑solicitation of employees/service providers during employment and for 12 months thereafter; non‑disparagement; benefits conditioned on release .
Compensation Structure Notes and Peer Benchmarking
- Committee increased some base salaries in 2024 and targeted RSU/option equity grants at ~35th percentile of peers due to stock price/dilution considerations; base salary benchmarking targets ~50th percentile of peers .
- Independent consultant FW Cook advises; annual compensation risk assessment indicates programs do not encourage material adverse risk‑taking .
Related Party Transactions and Governance Red Flags
- Fluor Enterprises (former controlling holder) engaged in reciprocal services with NuScale LLC in 2024 (NuScale paid $2,436,639; Fluor entities paid $3,212,457 to NuScale LLC), reviewed under related‑party policy and Audit Committee oversight .
- Corporate opportunity waiver amendment proposed to clarify scope and moot Tucker v. NuScale litigation; vote threshold 66 2/3% of outstanding Class A/B shares; Board recommends FOR .
- No hedging/pledging allowed; no excise tax gross‑ups; no option repricing without shareholder approval .
- First “Say on Pay” and “Say on Frequency” in 2025 as Large Accelerated Filer; Board recommends annual frequency .
Company Performance Context (Pay vs Performance Disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Company) – $100 initial investment | $111.63 | $15.26 | $264.64 |
| Peer Group TSR – $100 initial investment | $107.30 | $90.60 | $76.80 |
| Net Income (Loss), $mm | $(141.60) | $(180.10) | $(351.00) |
| Cash Balances (Cash + Restricted), $mm | $244.20 | $125.40 | $406.70 |
Investment Implications
- Alignment: Reyes’ significant beneficial ownership and large pool of vested options and time‑vested RSUs align incentives with long‑term shareholder value; anti‑hedging/pledging and ownership guidelines reinforce alignment .
- Vesting/Supply Overhang: RSUs vest one‑third annually and options from 2018/2021/2024 are in‑the‑money at the $17.93 reference price; periodic vesting and option exercises may introduce selling pressure around vest dates/expirations .
- Incentive Quality: 2024 bonus paid at 86.83% of target across diversified, operationally‑grounded metrics (cash balance, DOE milestones, commercialization, safety), suggesting disciplined pay‑for‑performance amid mixed revenue/backlog outcomes .
- Retention Risk: Severance (1x) and CIC (1.5x) cash protections plus equity acceleration at CIC mitigate retention risk; absence of tax gross‑ups and 280G cutback is shareholder‑friendly .
- Governance Watch‑Items: Ongoing related‑party ties to Fluor (though no longer controlling) and corporate opportunity waiver litigation warrant monitoring, but policies/committee oversight are in place .