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Companies Fermi Inc.

Fermi (FRMI): executive pay, fiscal 2025

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CEO total pay$47,980,000CEO Toby Neugebauer · source

CEO pay, last three years

  • $47,980,000FY2025

CEO total pay was $47,980,000 in fiscal 2025; the brief holds no earlier figure for this CEO.

FY2025: salary $125,000 · bonus $0 · stock awards $47,855,000 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Fermi Inc. in fiscal 2025?
As disclosed, Miles Everson (Chief Financial Officer and Secretary) was the highest-paid executive at Fermi Inc. in fiscal 2025, with total compensation of $134,175,000.
How much does Fermi Inc. spend in total on board compensation for fiscal 2025?
As disclosed, Fermi Inc. reported total board compensation of $0 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Miles Everson$125,000$1,750,000$132,300,000$0$0$0$0$134,175,000
Chief Financial Officer and Secretary
Jacobo Ortiz125,0001,750,000132,300,0000000134,175,000
Chief Operating Officer
Charlie Hamilton125,0001,750,000132,300,0000000134,175,000
Chief Site Development Officer
Toby Neugebauer125,000047,855,000000047,980,000
Chief Executive Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Miles Everson$134,175,000———
Jacobo Ortiz134,175,000———
Charlie Hamilton134,175,000———
Toby Neugebauer47,980,000———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The compensation of our named executive officers primarily consists of base salary, annual incentive awards and equity awards. In determining compensation, the Board considers factors such as the NEO's performance, equity holdings, amounts paid to other executives, and competitive market conditions.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Jacobo OrtizRSU2025-08-02——6,300,000—$132,300,000
Miles EversonRSU2025-08-02——6,300,000—132,300,000
Charlie HamiltonRSU2025-08-02——6,300,000—132,300,000
Toby NeugebauerRSU2025-08-02——7,500,000—47,855,000

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Jacobo Ortiz$132,300,000$0$00.0%
Miles Everson132,300,000000.0%
Charlie Hamilton132,300,000000.0%
Toby Neugebauer47,855,000000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Miles EversonRSU6,300,000—$50,400,000
Jacobo OrtizRSU6,300,000—50,400,000
Charlie HamiltonRSU6,300,000—50,400,000
Toby NeugebauerRSU7,500,000—60,000,000
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Miles EversonIndependent$0$0$0—$0$0
Jeffrey S. SteinIndependent · Audit · Finance (Chair)000—00
Lee McIntireEmployee director · Finance—————0
Marius HaasIndependent · Board Chair · Audit · Compensation (Chair) · Finance000—00
Cordel Robbin-CokerIndependent · Audit (Chair) · Compensation000—00
Larry KellermanEmployee director—————0
Rick PerryIndependent000—00

Board fee structure and ownership guideline

Annual cash retainer$100,000
Annual equity retainer$200,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—

Total cost of the board

ComponentFY2025
Cash retainers and fees$0
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$0

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Fermi as a peer

Companies that benchmark against FRMI

No companies currently name FRMI as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Fermi Inc.2025Toby Neugebauer$125,000$47,855,000$0$0$47,980,000

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-10-30—————

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-10-30—a

a. Voting standard not stated in the filing.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Insider trades since the proxy

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Toby NeugebauerGreater-than-10% holder2026-11-03D1,281,900$2$2,613,922Common, indirectForm 4 ↗
Toby NeugebauerGreater-than-10% holder2026-11-03D1,281,90022,613,922Common, indirectForm 4 ↗
Toby NeugebauerGreater-than-10% holder2026-11-04D94,0002187,511Common, indirectForm 4 ↗
Toby NeugebauerGreater-than-10% holder2026-11-05D5,000,00027,603,000Common, indirectForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

Sources (23 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Miles Everson. DEF 14A, filed 2026-10-02. Section “2025 Summary Compensation Table” · page 17. As printed: 134,175,000. View filing ↗
  • Section 01, Jacobo Ortiz. DEF 14A, filed 2026-10-02. Section “2025 Summary Compensation Table” · page 17. As printed: 134,175,000. View filing ↗
  • Section 01, Charlie Hamilton. DEF 14A, filed 2026-10-02. Section “2025 Summary Compensation Table” · page 17. As printed: 134,175,000. View filing ↗
  • Section 01, Toby Neugebauer. DEF 14A, filed 2026-10-02. Section “2025 Summary Compensation Table” · page 17. As printed: 47,980,000. View filing ↗
  • Section 03, Jacobo Ortiz RSU. DEF 14A, filed 2026-10-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Miles Everson RSU. DEF 14A, filed 2026-10-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Charlie Hamilton RSU. DEF 14A, filed 2026-10-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Toby Neugebauer RSU. DEF 14A, filed 2026-10-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 08, Miles Everson. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Jeffrey S. Stein. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Lee McIntire. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Marius Haas. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Cordel Robbin-Coker. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Larry Kellerman. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Rick Perry. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 02, Toby Neugebauer 2026-11-03. Form 4, filed 2026-11-05. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Toby Neugebauer 2026-11-03. Form 4, filed 2026-11-05. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Toby Neugebauer 2026-11-04. Form 4, filed 2026-11-05. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Toby Neugebauer 2026-11-05. Form 4, filed 2026-11-05. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-11-04. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
  • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
  • Section 09b board cost (computed). Computed. Cash 0 + equity 0 + all other 0 = 0, summed across the director compensation table rows.
  • Fermi Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-10-02. CEO total compensation as printed in Fermi Inc.'s own proxy. As printed: 47,980,000. View filing ↗
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