Kent Kresa
About Kent Kresa
Kent Kresa (age 87) has served on NuScale Power Corporation’s (SMR) Board since August 2019. He holds B.S., M.S., and an Engineer’s degree in Aeronautics and Astronautics from MIT, and is the former CEO/President/Chairman of Northrop Grumman (retired 2003). He is recognized for significant financial/accounting expertise and prior audit committee leadership at large public companies, and he was selected for SMR’s Board based on this background .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | CEO, President, Chairman | Retired 2003 | Led major aerospace prime; deep operating and oversight experience |
| General Motors Corporation | Past Chairman and Director | Not disclosed | Served as Chairman of the Audit Committee at GM |
| Fluor Corporation | Past Director | Not disclosed | Served as Chairman of the Audit Committee at Fluor |
| Avery Dennison Corporation | Past Chairman and Director | Not disclosed | Board leadership role |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| MannKind Corporation | Director; Chairman; Chair, Organization & Compensation Committee; Member, Nominating & Corporate Governance | Stepped down Oct 30, 2024 | Ended 10-year service in 2024 |
| Quantum Digital Solutions Corporation (private) | Chairman and Director | Current | Private for-profit |
| Systems & Technology Research Corporation (private) | Director | Current | Private for-profit |
| California Institute of Technology | Life Trustee; Chairman Emeritus | Current | Longstanding higher-ed governance role |
Board Governance
- Independence: The Board determined Mr. Kresa is independent (NYSE and company standards). As of Oct 4, 2024 NuScale ceased to be a controlled company; majority-independent board and all committees are already independent as required; Kresa is among the independent directors .
- Committee assignments and roles (2024–2025):
- Audit Committee: Chair; designated “audit committee financial expert”; committee met 6 times in 2024 .
- Organization & Compensation Committee: Member; committee met 4 times in 2024 .
- Executive Committee: Member (as Audit Chair) .
- Attendance: In 2024, the Board met 7 times and committees 13 times; all current directors (other than a December 2024 appointee) attended all Board and committee meetings—Kresa had 100% attendance .
- Election outcomes (2025): Re-elected with 177,344,875 votes “FOR” vs. 1,510,472 “WITHHOLD” (May 23, 2025 annual meeting) .
Fixed Compensation
NuScale’s standard director pay: $80,000 annual cash retainer; additional annual cash retainers for committee service/chairs (Audit member $10,000, Audit chair +$12,500; Compensation member $7,500, chair +$8,000; Nominating & Governance member $5,000, chair +$6,500); annual time-based RSUs with $110,000 grant value vesting quarterly over one year; new directors also receive a one-time $110,000 RSU vesting quarterly over 3 years .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned (cash or shares) | $110,000 | $110,000 |
| Equity grant (RSUs) – grant date fair value | $109,995 | $109,996 |
| Total director compensation | $219,995 | $219,996 |
Notes:
- No meeting fees are paid; cash/equity mix is broadly 50/50 based on the table values .
- Board targets total director compensation ~50th percentile of peers; equity increased by $30,000 in 2023 to maintain competitiveness, bringing annual RSU grant to $110,000 .
Performance Compensation
Directors do not receive performance-based incentives. Equity awards are time-based RSUs vesting quarterly; no options or performance share units are disclosed for directors.
| Design Element | Terms |
|---|---|
| Annual equity grant | Time-based RSUs, $110,000 grant value; vest quarterly over one year |
| Onboarding equity | One-time time-based RSUs, $110,000 grant value; vest quarterly over three years |
| Clawback policy | Company clawback applies to performance-based pay for management; director equity is time-based (no performance metrics disclosed) |
| Anti-hedging/pledging | Hedging and pledging prohibited for directors, officers, employees |
| Stock ownership guidelines | Non-employee directors: hold net after-tax shares until holdings equal 5x annual cash retainer |
Other Directorships & Interlocks
| Company | Current/Past | Role(s) | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| MannKind Corporation | Past (stepped down Oct 30, 2024) | Director; Chairman; Chair of Org & Comp; Member N&CG | None directly with SMR disclosed |
| Fluor Corporation | Past | Director; Chair of Audit Committee | Fluor is a related person to SMR with ongoing transactions; Kresa is no longer on Fluor’s board, mitigating direct interlock risk |
| General Motors | Past | Chairman and Director; Chair of Audit Committee | No SMR-related ties disclosed |
| Avery Dennison | Past | Chairman and Director | No SMR-related ties disclosed |
Related-party context: Fluor Enterprises, Inc. (a significant holder) had mutual services with NuScale in 2024 ($2.44M paid by NuScale LLC to Fluor; $2.64M paid by Fluor and $0.57M by Fluor Transworld to NuScale LLC). The Audit Committee (chaired by Kresa) oversees related-party transaction reviews under policy .
Expertise & Qualifications
- Audit committee financial expert; significant financial/accounting knowledge .
- Former CEO/Chairman (Northrop Grumman), plus extensive board leadership across large-cap companies; background aligns with risk oversight, audit, and governance needs .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Class A shares beneficially owned | 55,732 (includes 6,076 RSUs vesting within 60 days) |
| Class B shares (paired interests) | 19,783 |
| Percent of total voting power | Less than 1% (denoted “*” in table) |
| Pledging/Hedging | Company policy prohibits; no pledging disclosed for Kresa |
Footnote detail: For Kresa, beneficial ownership includes 49,656 shares directly owned, 6,076 RSUs vesting within 60 days, and 19,783 Class B shares paired with NuScale LLC Class B units .
Governance Assessment
Strengths
- Independent director; Audit Committee Chair and designated financial expert; 100% Board and committee attendance in 2024—signals high engagement and oversight effectiveness .
- Balanced director pay structure with significant equity component (time-based RSUs) and robust director ownership guideline (5x cash retainer), plus anti-hedging/pledging policy—aligns interests with shareholders .
- Re-elected comfortably at the 2025 annual meeting; say-on-pay and 1-year frequency also approved—broad shareholder support for governance/compensation framework .
Watch items / RED FLAGS
- Two late Section 16(a) Form 4s were filed on behalf of Kresa (and Boeckmann) for transactions on Dec 31, 2024—technical compliance lapse to monitor .
- Corporate opportunity waiver litigation (Tucker v. NuScale Power Corporation, et al.) named current directors; Board proposed a charter amendment to narrow/clarify waiver scope and moot claims—ongoing governance risk sensitivity around director fiduciary duties (stockholders approved amendment) .
- Related-party exposure persists with Fluor (material mutual services). While Kresa is not currently on Fluor’s board, continued vigilance is appropriate given history; Audit Committee (which he chairs) reviews such transactions under policy .
Say-On-Pay & Shareholder Feedback
- 2025 say-on-pay advisory vote: For 174,826,399; Against 3,584,552; Abstain 444,396—approved .
- Say-on-frequency: “1 year” received strongest support (For 177,338,121; Against 504,700; Abstain 772,462) .
Appendix: Committee & Attendance Snapshot (2024–2025)
- 2024 meetings: Board (7), Committees (13); Kresa attended all Board/committee meetings .
- 2025 committee assignments: Audit (Chair; financial expert), Organization & Compensation (Member), Executive (Member) .