A power struggle at Fermi America is escalating into both a shareholder showdown and a courtroom battle, raising fresh uncertainty around the company’s leadership and its high-profile Texas Panhandle data center project, Project Matador.
Former CEO and co-founder Toby Neugebauer has called for a “Special Meeting of Shareholders” scheduled for May 29, aiming to give investors an opportunity to weigh in on the company’s direction. According to a press release, the meeting will allow shareholders to “express their views” to the board as Fermi evaluates its next steps. The release also states that the company has rejected a potential sale or merger.
Neugebauer, who stepped down as CEO on April 17, is seeking to reassert influence over the company. He plans to nominate five directors for election at the upcoming meeting and has already designated two individuals — including a former chief financial officer — to board positions. He and affiliated shareholders, including family members and former executives, collectively control roughly 40% of Fermi’s outstanding shares, giving the effort significant weight.
“I could not be prouder of the execution and progress with tenants at the time of my departure,” Neugebauer said. “I saw Project Matador’s potential realized, and that’s why I have yet to sell a single share of Fermi since the IPO because I know exactly what it is worth. We built a world-class company in record time, and my focus is entirely on protecting and realizing that value for all shareholders. It’s time the shareholders get a voice in the future of the Company.”
At the same time, Neugebauer has filed a petition in Texas Business Court seeking a temporary injunction to block his removal from Fermi’s board. The filing argues that his termination and ouster violated both state law and the company’s bylaws, which he says require a majority shareholder vote to remove a director.
The legal complaint outlines a rapid sequence of events in mid-April. Neugebauer called for a shareholder meeting on April 16. The next day, the board convened, added a new director, and terminated him effective immediately. He also claims the company failed to provide the 60-day notice required under his employment agreement and improperly reclassified his dismissal as being “for cause.”
Neugebauer is also seeking access to internal company records and shareholder information, arguing that restrictions have limited his ability to act as a major shareholder.
The dispute comes at a pivotal moment for Fermi America. The company has raised approximately $1.8 billion since going public, but it faces mounting financial pressure, including a significant net loss in its most recent quarterly report and the absence of a confirmed first tenant for Project Matador — a key milestone for future revenue.
Investor sentiment has been volatile. Shares have fallen roughly 80% over the past six months, though they have recently rebounded, climbing more than 34% in the past week. The stock is currently trading well below its 52-week high.
In the interim, Fermi has established a temporary leadership structure led by its chief operating officer and a board observer, while a search for a permanent CEO is underway.
