Fermi Inc. Appoints Lee McIntire as CEO; $3M RSU Grant

What Happened

• Fermi Inc. announced on August 11, 2026 that its Board appointed director Lee McIntire as Chief Executive Officer, effective that same date. The Company entered into an Employment Agreement with Mr. McIntire that sets his annualized base salary at $750,000 and provides other compensation and severance terms.
• As part of his compensation, Mr. McIntire is eligible for an annual bonus with a target equal to 100% of base salary (maximum 200% of target), a $15,000 monthly housing allowance, and participation in the Company’s 2025 Long-Term Incentive Plan. The Company will grant restricted stock units with a grant-date fair value of $3,000,000 that cliff vest 100% on the first anniversary of grant (subject to continued employment) and include specified accelerated-vesting triggers.

Key Details

• Appointment effective date: August 11, 2026; McIntire was already a Company director and will remain a director without additional director pay.
• Base salary: $750,000 annually. Target annual bonus: 100% of base; maximum bonus: 200% of target; bonuses prorated for partial-year service.
• Housing allowance: $15,000 per month. RSU award: $3,000,000 grant-date fair value under the 2025 LTIP; 100% cliff vest on first anniversary.
• Vesting acceleration: full accelerated vesting on (i) 60 days after Board appoints a successor CEO, (ii) certain change-in-control scenarios where awards aren’t continued, (iii) termination without cause within 12 months after a change in control, or (iv) death or disability. Pro‑rata vesting if Company terminates without cause or executive resigns for good reason.

Why It Matters

• This filing reports a material executive leadership change (Item 5.02) and establishes Mr. McIntire’s cash and equity compensation commitments. The salary, housing allowance and potential bonus create ongoing cash expense; the $3M RSU award represents an equity grant that could dilute shareholders if and when it vests.
• Vesting and acceleration terms are designed to retain the CEO and provide protection in a change‑in‑control scenario. Investors should note the effective date and compensation terms and watch future filings for any additional details or changes.