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|8-KFeb 24, 9:13 PM ET

DEEP FISSION, INC. 8-K

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Deep Fission, Inc. Appoints Chief Nuclear Officer; Executive Pay Changes

What Happened
Deep Fission, Inc. announced the appointment of Mark Pérès as Chief Nuclear Officer, effective February 19, 2026, and the Compensation Committee approved his main compensation terms. The Board ratified the appointment on February 19, 2026, and Mr. Pérès was designated an “executive officer” and a “Section 16 officer” under the Securities Exchange Act. The filing also discloses changes to other executive compensation: an increased bonus target and a one-time cash bonus for CEO Elizabeth Muller, and a base salary increase for CFO Mark Schmitz.

Key Details

  • Mark Pérès: annual base salary $300,000; target annual bonus = 30% of base salary (actual at Compensation Committee discretion).
  • Equity: grant of 25,000 restricted stock units (RSUs) under the 2025 Equity Incentive Plan; vesting start date February 18, 2026. Vesting: 25% at first anniversary, remaining 75% in substantially equal quarterly installments over the next 36 months; RSUs expire after seven years; RSUs also subject to a liquidity-event condition (change in control, IPO, or direct listing).
  • Elizabeth Muller (Co‑Founder, Chair, President & CEO): target annual bonus increased from 50% to 100% of base salary for fiscal 2026; one-time cash bonus of $380,000 paid in January 2026 via special payroll.
  • Mark Schmitz (CFO): base salary increased from $250,000 to $300,000 effective February 1, 2026; target bonus remains 30% of base.

Why It Matters
These disclosures show Deep Fission strengthening its senior technical leadership by elevating an experienced nuclear engineer to Chief Nuclear Officer and aligning his compensation with both service and a company liquidity event (IPO/change in control). The CEO’s larger bonus target and the $380,000 one-time cash payment, plus the CFO’s salary increase, represent near-term cash or ongoing expense implications that investors may track in future corporate filings and financial statements. Mr. Pérès’s Section 16 designation also creates public reporting obligations for his equity transactions.