Larry Kellerman joins Fermi Inc. (FRMI) board as Class III director
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Fermi Inc. appointed its Chief Power Officer, Larry Kellerman, to the board of directors effective May 4, 2026. He was nominated by Vicksburg Equity Holdings, LLC under a previously disclosed Director Nomination Agreement and fills the vacancy created by Melissa Neugebauer’s prior departure.
Mr. Kellerman will serve as a Class III director with an initial term expiring at the company’s 2028 annual meeting, or until earlier resignation, death or removal. The board has not changed his compensation in connection with this role and commits to disclose any future material compensatory arrangements.
Positive
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Negative
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Appointment date: May 4, 2026
Director term end: 2028 annual meeting
2 metrics
Appointment date
May 4, 2026
Effective date Larry Kellerman was elected to the board
Director term end
2028 annual meeting
Initial term for Larry Kellerman as Class III director
Key Terms
Director Nomination Agreement, Class III director, Item 5.02, Regulation S-K
4 terms
Director Nomination Agreement financial
"pursuant to the previously disclosed Director Nomination Agreement, dated September 30, 2025"
Class III director financial
"Mr. Kellerman will serve as a Class III director of the Company"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Item 5.02 regulatory
"Item 5.02 Departure of Directors or Certain Officers; Election of Directors"
Regulation S-K regulatory
"The information required by Items 401(b), 401(d) and 404(a) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
FAQ
Who joined Fermi Inc. (FRMI) board on May 4, 2026?
On May 4, 2026, Fermi Inc. appointed Larry Kellerman, its Chief Power Officer, to the company’s board of directors. He fills the vacancy created by Melissa Neugebauer’s prior departure and will serve as a Class III director with a term running through the 2028 annual meeting.
How was Larry Kellerman selected for Fermi Inc. (FRMI)’s board?
Larry Kellerman was nominated under a Director Nomination Agreement involving Fermi Inc., TMNN Manager LLC, Caddis Capital, LLC, and the Melissa A. Neugebauer 2020 Trust. Vicksburg Equity Holdings, LLC, as assignee of TMNN and controlled by Melissa Neugebauer, exercised the nomination right leading to his election.
What is Larry Kellerman’s term as a Fermi Inc. (FRMI) director?
Larry Kellerman will serve as a Class III director of Fermi Inc. with an initial term expiring at the company’s 2028 annual meeting. His service may end earlier if he resigns, dies, or is removed, consistent with standard board governance provisions described in the disclosure.
Did Fermi Inc. (FRMI) change Larry Kellerman’s compensation for his board role?
Fermi Inc. stated that its board has not approved any changes to Larry Kellerman’s compensation in connection with his appointment as director. The company plans to disclose any future material compensatory arrangements for him in a later amendment, as required under relevant SEC disclosure rules.
Are there other arrangements behind Larry Kellerman’s Fermi Inc. (FRMI) board appointment?
Beyond the Director Nomination Agreement, Fermi Inc. reports no other arrangements or understandings with any person under which Larry Kellerman was appointed director. The filing notes that Vicksburg Equity Holdings, LLC, which exercised the nomination right, is controlled by former director Melissa Neugebauer.