Shinji Fujino
About Shinji Fujino
Shinji Fujino, 62, has served on NuScale Power Corporation’s (SMR) Board since December 2022. He is currently a senior advisor at Unison Capital, Inc. and, since December 2023, co‑founder and CEO of Protein Immuno‑Engineering Laboratories, Inc. He previously served as Managing Executive Officer and Global Head of Equity Finance at JBIC (2016–2021), and held senior energy policy roles at Japan’s METI and international assignments at the OECD (1995–1997) and the IEA (2008–2012). The Board cites his financial expertise and broad energy industry experience as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Japan Bank for International Cooperation (JBIC) | Managing Executive Officer; Global Head of Equity Finance | 2016–2021 | Oversaw overseas investing in energy (renewables, hydrogen, batteries, natural gas) and JBIC’s investment in NuScale via Japan NuScale Innovation, LLC . |
| Ministry of Economy, Trade and Industry (METI), Government of Japan | Various energy, industrial policy, international affairs roles | 1987–various | Wide-ranging policy leadership in energy/industry; cross‑agency assignments . |
| OECD (Paris) | Energy/biotech policy promotion | 1995–1997 | Promoted modern biotechnologies . |
| International Energy Agency (IEA, Paris) | Head, Country Studies Division | 2008–2012 | Led member state energy policy reviews and energy mix analyses . |
| Japan Oil, Gas and Metals National Corporation (JOGMEC) | Director General, Business Strategy (Oil & Gas); later Executive Director, Board Member | 2012–2016 | Strategy leadership in upstream resources; executive governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unison Capital, Inc. | Senior Advisor | Current | Private equity advisor . |
| Protein Immuno‑Engineering Laboratories, Inc. | Co‑founder; Chief Executive Officer | Since Dec 2023 | Co‑founded; CEO role . |
Board Governance
- Independence: Determined independent under NYSE and company standards; majority of Board and all committees currently independent; SMR must maintain majority‑independent board and fully independent committees by Oct 4, 2025 .
- Committee assignments: Audit Committee member (with Kent Kresa, Chair, and Diana Walters); all members financially literate; audit committee financial expert designation is held by Kresa and Walters (not Fujino) .
- Meeting cadence and attendance: Board met 7 times in 2024; committees met 13 times. Each current director (except Walters, appointed Dec 2024) attended all Board and committee meetings; Audit Committee met 6 times in 2024 .
- Executive sessions and governance practices: Independent directors meet regularly in executive sessions; robust director education program and governance guidelines .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director . |
| Audit Committee | Member; financially literate; not designated financial expert . |
| 2024 Attendance | 100% of Board and assigned committee meetings . |
| Board Meetings 2024 | 7 . |
| Audit Meetings 2024 | 6 . |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board Retainer (cash or stock equiv.) | $80,000 | Payable quarterly in arrears . |
| Committee Fees – Audit (Member/Chair) | $10,000 / $12,500 | Paid annually, quarterly in arrears . |
| Annual Director RSU Grant | $110,000 grant value | Time‑based; vests quarterly over one year . |
| One‑time Onboarding RSU | $110,000 grant value | Granted upon joining; vests quarterly over three years . |
| 2024 Actual – Fujino | Fees: $88,214; RSUs: $109,996; Total: $198,210 | As reported in 2024 Director Compensation . |
Performance Compensation
- Directors receive time‑based RSUs; no performance‑conditioned equity disclosed for directors. No bonus metrics or PSU frameworks are disclosed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Fujino in SMR’s proxy . |
| Appointment pathway | Recommended by NuScale’s Japanese stockholders for Board appointment . |
| Major shareholder linkage | Japan NuScale Innovation, LLC (JNI) beneficially owns 19,285,070 Class B shares (12.5% of Class B; 6.9% total voting power) . |
| Committee interlocks | Audit Committee oversight includes related‑party transactions review; Fujino is a member . |
Expertise & Qualifications
- Financial/accounting knowledge; energy industry experience; strategic planning and regulatory governance – per Director Skills Matrix and biography .
- Audit Committee contributor; signatory to Audit Committee report (engagement signal) .
Equity Ownership
| Holder | Class A Shares | % of Total Voting Power | Notes |
|---|---|---|---|
| Shinji Fujino | 28,709 | <1% | As of March 24, 2025; no Class B holdings disclosed for Fujino . |
- Director stock ownership guidelines: Non‑employee, non‑Fluor directors must hold net after‑tax shares equal to 5× annual cash retainer; Board fees can be taken in shares; annual RSU grants $110,000; ownership requirement applies until guideline met .
- Hedging/pledging: Company policy prohibits director hedging and pledging of NuScale securities (alignment safeguard) .
- Section 16 compliance: Company believes all Section 16 filings were compliant for 2024, with two late Form 4s noted for other directors (not Fujino) .
Governance Assessment
-
Strengths:
- Independent Audit Committee member with 100% meeting attendance and contribution to the Audit Committee report, indicating strong engagement .
- Transparent and modest director pay structure (cash retainer + time‑based RSUs) and formal stock ownership guidelines that promote alignment; hedging/pledging prohibited; robust clawback and compensation governance framework at SMR .
- Audit Committee mandate includes oversight of related‑party transactions, internal controls and cybersecurity, mitigating conflict risk .
-
Watch items:
- Appointment recommendation by Japanese stockholders and prior JBIC leadership overseeing investment in NuScale via JNI; continue monitoring for any related‑party transactions or influence (none disclosed specific to Fujino) .
- Corporate opportunity waiver litigation (“Tucker” action) and proposed charter amendment to narrow the waiver; board‑level governance issue that could affect investor confidence if not resolved decisively .
-
RED FLAGS:
- Corporate opportunity waiver breadth challenged in Delaware Chancery; although Board proposes amendment to moot claims, it highlights sensitivity around director fiduciary duties and potential perceived conflicts for all directors, including Fujino .
Overall, Fujino’s independence, audit oversight role, and consistent attendance are positives for board effectiveness. His prior JBIC affiliation and the Japanese shareholder nexus warrant routine monitoring, but current disclosures show no Fujino‑specific related‑party transactions; Audit Committee processes further mitigate this risk .