Kimberly Warnica
About Kimberly O. Warnica
Kimberly O. Warnica, 51, has served on NuScale Power Corporation’s (SMR) Board since May 2022. She is currently Executive Vice President and Chief Legal Officer at APA Corporation (joined January 2025). Her 25+ years in energy include executive legal, compliance, governance, and strategic leadership roles at Marathon Oil (EVP, General Counsel & Secretary, 2021–2024), Alta Mesa Resources (EVP, General Counsel, Chief Compliance Officer & Secretary, 2018–2020), and prior leadership positions at Marathon Oil and Freeport-McMoRan Oil & Gas. She began her career at Andrews Kurth LLP, and holds a B.S. from Texas A&M University and a J.D. from the University of Texas School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Oil Corporation | EVP, General Counsel & Secretary | Jan 2021 – Dec 2024 | Led compliance, corporate communications, government relations, and legal functions |
| Alta Mesa Resources, Inc. | EVP, General Counsel, Chief Compliance Officer & Secretary | 2018 – 2020 | Led compliance, HR, facilities, contract administration, corporate communications, and legal |
| Marathon Oil; Freeport-McMoRan Oil & Gas | Leadership positions | Prior to 2018 | Governance, regulatory, risk management experience in energy sector |
| Andrews Kurth LLP | Attorney | Early career | Legal foundation in corporate governance and regulatory matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| APA Corporation | EVP & Chief Legal Officer | Jan 2025 – present | Corporate officer role; not disclosed as a public company directorship |
Board Governance
- Committee assignments and chair roles:
- Nominating & Corporate Governance Committee Chair; 2 meetings in 2024 .
- Organization & Compensation Committee member; 4 meetings in 2024 .
- Executive Committee member (as chair of a standing committee); 1 meeting in 2024 .
- Independence: Identified as independent under NYSE and SEC rules; shown as independent in the committee matrix .
- Attendance: The Board met 7 times in 2024; all current directors (other than the director appointed in Dec 2024) attended all Board and applicable committee meetings—implying full attendance for Warnica .
- Governance practices: Independent director executive sessions; audit committee financial experts; robust director education .
- Compensation committee interlocks: None—no officer service by committee members; no reciprocal committee interlocks with other issuers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $80,000 | Payable quarterly; directors may elect cash or shares |
| Committee chair fee (Nominating & Governance) | $6,500 | Annual, paid quarterly in arrears |
| Committee membership fee (Compensation) | $7,500 | Annual, paid quarterly in arrears |
| 2024 Fees earned (actual) | $95,000 | Reported in the Summary Director Compensation Table |
Performance Compensation
| Equity Award | Grant Value | Vesting Schedule | Notes |
|---|---|---|---|
| Annual RSU (time-based) | $110,000 | Vests quarterly over one year | Standard for non-employee directors; adopted effective May 2023 |
| One-time RSU at Board joining | $110,000 | Vests quarterly over three years | Granted upon joining the Board |
| 2024 RSU grant (fair value) | $109,996 | Per 2024 grant | Reported grant date fair value for Warnica |
- No director performance-based PSUs, options, or explicit financial/ESG performance metrics are disclosed for directors; equity is time-based RSUs .
- Ownership requirements: Non-employee/non-Fluor directors must retain net after-tax shares received until holdings equal 5x annual cash retainer .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of company stock .
Other Directorships & Interlocks
- Public company boards: None disclosed in SMR’s proxy biography for Warnica .
- Compensation committee interlocks: None; explicitly stated for SMR’s Compensation Committee .
- Related-party transactions: SMR discloses significant transactions with Fluor, a >5% holder; these fall under Audit Committee review. No Warnica-specific related-party transactions are disclosed .
Expertise & Qualifications
- Education: B.S. (Texas A&M), J.D. (University of Texas School of Law) .
- Core expertise: Strategy, finance, risk management, regulatory matters, governance; deep energy industry experience .
- Governance leadership: Chair of Nominating & Corporate Governance Committee; member of Compensation and Executive Committees .
Equity Ownership
| Holder | Class A Shares | Class B Shares | RSUs Vesting ≤60 Days (as of Mar 24, 2025) | % Voting Power |
|---|---|---|---|---|
| Kimberly O. Warnica | 41,449 | 0 | 898 | <1% |
- Breakdown: 40,551 shares beneficially owned; plus 898 RSUs vesting within 60 days of March 24, 2025 .
- Pledging: Prohibited by company policy .
Director Compensation (2024 actual)
| Name | Fees (cash or shares) | RSU Grant Date Fair Value | Total |
|---|---|---|---|
| Kimberly O. Warnica | $95,000 | $109,996 | $204,996 |
Governance Assessment
-
Strengths:
- Independent director with strong legal/governance background; chairs Nominating & Governance and serves on Compensation and Executive Committees—elevated influence over board composition and compensation governance .
- Full attendance in 2024; indicates engagement .
- Director compensation aligned via time-based RSUs with quarterly vesting; stock ownership guideline at 5x cash retainer enhances alignment; anti-hedging/pledging policy in place .
- No Section 16 filing delinquencies noted for Warnica; late filings cited for other directors only .
- Use of independent compensation consultant (FW Cook) at 50th percentile target supports market-based director compensation .
-
Watch items:
- Executive Committee authority when Board not in session concentrates power among Chair, CEO, Audit Chair, and Nominating Chair; continued monitoring of process rigor is prudent .
- Significant related-party transactions with Fluor (major holder) are disclosed and overseen by Audit Committee; while no link to Warnica, related-party exposure warrants ongoing oversight .
- External executive role at APA Corporation could present potential conflicts if material transactions or strategic overlaps with SMR arise; no such conflicts disclosed in the proxy .
Overall, Warnica exhibits strong governance credentials and independence, with leadership in board composition and compensation oversight, solid attendance, and equity-based alignment. No specific conflicts or related-party exposures tied to her are disclosed; company-level related-party dealings are subject to Audit Committee review, and board independence majority compliance is progressing under NYSE requirements .