Deep Fission, Inc. Updates Non-Employee Director Compensation

What Happened

• On July 23, 2026, Deep Fission, Inc.'s Board of Directors, following the Compensation Committee's recommendation, approved changes to the Company’s Non-Employee Director Compensation Policy to better align with market practice. The amendments increase annual and initial equity awards and raise cash-equivalent retainers for committee chairs and members. The changes were disclosed in a Form 8-K filed July 29, 2026.
• The incremental compensation will be paid entirely through additional grants of restricted stock units (RSUs) subject to a one-year vesting condition unless the Board or Compensation Committee decides otherwise.

Key Details

• Annual equity award increased to $175,000.
• Initial equity award for newly appointed directors increased to $350,000.
• Committee chair retainers increased to $25,000 (Audit), $15,000 (Compensation), and $15,000 (Nominating & Corporate Governance).
• New committee member retainers added: $10,000 (Audit), $7,500 (Compensation), $5,000 (Nominating & Corporate Governance). An additional retainer may be paid if an independent chair or lead independent director is appointed.

Why It Matters

• For investors, these changes mean the company will grant more equity-based compensation to non-employee directors, via RSUs with a one-year vesting period. That increases share-based compensation expense and could lead to additional shares outstanding when RSUs vest.
• The adjustments signal the board is investing to attract and retain independent directors and align pay with market practice—important for governance and oversight—but will modestly raise compensation-related costs.