Watch for the outcome of the October 30 vote — if either director nominee fails to receive majority support (unlikely but possible given activist and Neugebauer blocks), it signals deep governance dysfunction. Monitor the November 19 hearing on the Rule 91a motion to dismiss Neugebauer's lawsuit; a denial would prolong litigation uncertainty. Caddis Holdings' next 13D amendment will reveal whether they plan a director slate for 2027.
Price Chart
Executive Summary
Fermi Inc. files its first definitive proxy statement as a public company amid an activist campaign by Caddis Holdings, LP (8.15% stake) and ongoing litigation with former CEO Toby Neugebauer (22.47% owner). The meeting seeks to elect two Class I directors (Rick Perry and Jeffrey S. Stein) and ratify EY as auditor. The proxy reveals massive pre-IPO equity grants totaling $447M+ to four NEOs, the for-cause termination of the founder-CEO, and a governance structure transitioning to declassified board by 2031. The activist context and Neugebauer litigation create significant uncertainty around the vote outcome.
Key Facts
- Annual meeting on October 30, 2026, to elect two Class I directors (Rick Perry, Jeffrey S. Stein) and ratify EY as auditor
- Former CEO Toby Neugebauer (22.47% owner) was terminated for cause on April 30, 2026, and is pursuing litigation challenging bylaw amendments and the cancellation of a special meeting he called
- Activist Caddis Holdings, LP (8.15% stake) has filed multiple SC 13D/A amendments since May 2026, signaling potential proxy fight
- 2025 total compensation: Neugebauer $47.98M, Everson $134.175M, Ortiz $134.175M, Hamilton $134.175M — nearly all in stock awards from pre-IPO grants
- Outstanding unvested RSUs at 2025 year-end: Neugebauer 7.5M shares ($60M value), Everson/Ortiz/Hamilton each 6.3M shares ($50.4M value)
- Board is classified with staggered terms; declassification begins in 2029, fully complete by 2031
- 4 of 6 directors are independent; Marius Haas is independent Chairman
- Related party: $1.33M paid to TFC Utilities (Larry Kellerman's firm) in 2025; Neugebauer's sons received RSUs worth $10.6M and $57.9M
- Audit fees $2.31M plus $773K in other fees for 2025
- Shareholder proposals: none on the ballot beyond director elections and auditor ratification
Financial Impact
Total 2025 NEO compensation of $450.5M, almost entirely in stock awards. Outstanding unvested RSUs of 38.4M shares at $8.00/share = $307M potential dilution. Activist stake of 8.15% and former CEO's 22.47% block create governance overhang.
Risk Factors
- Former CEO Neugebauer (22.47% owner) is actively litigating to overturn bylaw amendments and could attempt to call a special meeting or launch a proxy contest
- Activist Caddis Holdings (8.15%) has been accumulating and filing 13D amendments — potential proxy fight or sale push
- Massive pre-IPO equity grants to executives who have since departed (Neugebauer, Everson) create perception of poor governance and misaligned incentives
- Classified board structure limits shareholder ability to effect change until 2029-2031 declassification
- Company is pre-revenue with no disclosed financial results — all valuation is based on Project Matador development milestones
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001213900-26-106378 |
| Document: 0001213900-26-106378-index-headers.html | 0001213900-26-106378 |
| Document: 0001213900-26-106378-index.html | 0001213900-26-106378 |
| Document: 0001213900-26-106378.txt | 0001213900-26-106378 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | 144 | $2.86 | awaiting T+5 | — | $2.54 (+11.19%) |
Oct 16, 2026 10d ago | 8-K | $3.16 $2.65 | ▼ −16.14% | ▼ −16.23% | $2.54 (−19.62%) |
Oct 14, 2026 12d ago | 144 | $3.40 $2.65 | ▲ +21.94% | ▲ +20.93% | $2.54 (+25.18%) |
Oct 14, 2026 12d ago | 8-K | $3.16 $2.86 | ▼ −9.49% | ▼ −9.95% | $2.54 (−19.62%) |
Oct 13, 2026 13d ago | 144 | $3.16 $2.86 | ▲ +9.49% | ▲ +9.95% | $2.54 (+19.62%) |
Oct 2, 2026 24d ago | DEF 14A | $4.06 $3.25 | ▲ +19.95% | ▲ +20.37% | $2.54 (+37.44%) |
Jul 15, 2026 14w ago | 8-K | $5.93 $6.32 | ▼ −6.58% | ▼ −8.25% | $2.54 (+57.17%) |
Jul 13, 2026 15w ago | 8-K | $6.31 $6.05 | ▲ +4.12% | ▲ +3.34% | $2.54 (+59.75%) |
Jul 9, 2026 15w ago | 8-K | $6.59 $5.93 | ▲ +10.02% | ▲ +9.45% | $2.54 (+61.46%) |
Jul 8, 2026 15w ago | DFAN14A | $7.36 $6.74 | ▲ +8.42% | ▲ +9.29% | $2.54 (+65.49%) |
US Market Status
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