Ramsey Hamady
About Ramsey Hamady
R. Ramsey Hamady is Chief Financial Officer of NuScale Power Corporation (SMR) and a named executive officer; he joined NuScale in 2023 (one-time sign-on bonus upon hire) and has served as CFO and SEC signatory on multiple 8-K filings in 2025 . Company performance context during his tenure includes 2024 total shareholder return (TSR) of 264.64 on an initial $100 investment (May 2, 2022 basis), GAAP revenue of $37.0 million, net loss of $(351.0) million, and year-end cash and restricted cash of $406.7 million .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $144,231 | $383,294 |
| Target Bonus (% of Base) | 40% | 40% |
| Actual Bonus Paid ($) | $57,149 | $133,866 |
| One-time Sign-on Bonus ($) | $75,000 | — |
| All Other Compensation ($) | $9,499 | $24,683 (includes $16,467 medical plan cost share) |
Performance Compensation
Annual incentive is cash-based, tied to a nine-goal scorecard; 2024 payout for NEOs was 86.63% of target, paid March 2025 .
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| New Customers (NPM sales) | 20.00% | 30 NPM | — (not achieved) | —% |
| Cash Revenues (Non-GAAP + Sponsored Cost Share) | 10.00% | $79.9mm | $34.0mm Non-GAAP cash revenue | —% |
| Backlog (12/31/2024) | 10.00% | $125mm | $41.3mm | —% |
| Operational Cash Flow | 18.75% | $(90.8mm) | $(111.4mm) | 77.33% |
| Cash Balance (12/31/2024) | 18.75% | $71.2mm | $446.8mm | 200.00% |
| Operational Delivery Milestones | 5.00% | 100% on time | 100% on time | 100.00% |
| Commercialization Program | 5.00% | 95.00% index | 93.00% | 96.67% |
| DOE Milestones | 10.00% | 100% on time | 100% early | 200.00% |
| Safety Goals | 2.50% | No lost time injuries + program | All max requirements met | 200.00% |
| Weighted Total | 100.00% | — | — | 86.63% |
Equity awards are time-based and considered part of performance-aligned compensation mix; 2024 long-term incentives were split 50% options and 50% time-vested RSUs, vesting one-third annually over three years; options have 10-year life .
| Incentive Type | Grant Date | Units (#) | Strike/Price ($) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | 02/28/2024 | 132,812 | — | $424,998 | One-third annually (3 years) |
| Stock Options | 02/28/2024 | 265,625 | $3.20 | $584,375 | One-third annually (3 years); 10-year life |
| Stock Awards Vested (2024) | — | 76,923 | — | $630,768 | From 2022–2023 grants |
Equity Ownership & Alignment
| Item | As-of Date | Amount | Notes |
|---|---|---|---|
| Beneficial Class A Shares | 03/24/2025 | 118,526 | <1% of voting power |
| Options Exercisable (≤60 days) | 03/24/2025 | 88,541 | Pre-existing NuScale options |
| Options Unexercisable | 12/31/2024 | 265,625 @ $3.20; exp. 02/28/2034 | Unvested as of 12/31/2024 |
| RSUs Unvested | 12/31/2024 | 286,658 (153,846 + 132,812) | From 2023 and 2024 grants |
| In-the-money Value (Unvested Options) | 12/31/2024 | $3,912,656 (price $17.93) | Company-calculated |
| In-the-money Value (Unvested RSUs) | 12/31/2024 | $5,139,777 (price $17.93) | Company-calculated |
| Stock Ownership Guideline | Policy | 2x base salary for CFO | Applies to execs |
| Hedging/Pledging | Policy | Prohibited | Anti-hedging/pledging policy |
Employment Terms
| Provision | Non-CIC Termination (Without Cause) | CIC Termination (Without Cause or For Good Reason) |
|---|---|---|
| Cash Severance (Salary) | $385,425 | $578,138 |
| Cash Severance (Bonus) | $154,170 | $231,255 + prorated current-year bonus |
| COBRA (Estimated) | $24,011 | $24,011 |
| Outplacement | Up to $25,000 | Up to $25,000 |
| Vacation Payout (as of date) | $22,325 | $22,325 |
| Total Cash | $610,931 | $880,729 |
| Equity Treatment | Time-based awards vest per award terms; performance awards forfeited if unvested | Full vesting of time-based awards; performance awards vest at 100% of target |
| Triggers | Dual-trigger for CIC benefits | Dual-trigger; CIC defined >25% voting power change |
| Clawback | Robust clawback on performance-based compensation | Robust clawback applies |
| Anti-Hedging/Pledging | Prohibited | Prohibited |
Compensation Structure Analysis
- 2024 pay mix emphasizes long-term equity, with a shift to 50% options and 50% RSUs to align with stockholder value and manage dilution; equity targeted at 35th percentile of peers due to low stock price context .
- Annual incentive payout at 86.63% of target reflects strong cash balance and DOE milestone execution offsetting shortfalls in cash revenue and backlog .
- Governance controls include dual-trigger CIC, no excise tax gross-up (280G cutback applies), robust clawback, and anti-hedging/pledging—reducing misalignment and windfall risks .
Investment Implications
- Alignment: Significant unvested equity ($9.05 million combined in-the-money value at 12/31/24) and one-third annual vesting create retention incentives; anti-hedging/pledging and ownership guidelines reinforce alignment with shareholders .
- Near-term supply risk: Scheduled RSU and option vesting on 2023–2024 awards (one-third annually) may add periodic insider selling pressure as tranches vest, though policy restrictions and guidelines temper timing flexibility .
- Change-in-control economics: Dual-trigger structure with 1.5x salary+target bonus and full vesting at target for performance awards balances retention with disciplined payouts; absence of gross-ups reduces shareholder-unfriendly optics .
- Performance linkage: 2024 incentive results tie directly to liquidity and operational milestones—cash balance and DOE execution—suggesting focus on funding and program advancement amid revenue scaling challenges (GAAP revenue $37.0mm; TSR 264.64) .