A legal battle over control of a high-profile Texas Panhandle data center project is intensifying, as former Toby Neugebauer seeks court intervention to block his removal from the board of Fermi America.
Neugebauer filed a petition in the Texas Business Court requesting a temporary injunction that would declare his ouster from the company’s board of directors invalid. The move marks a significant escalation in an ongoing dispute between Neugebauer and other board members over the direction and control of Project Matador, a major data center development underway near Amarillo.
At the heart of the conflict are allegations that Neugebauer’s termination and removal violated both Texas law and Fermi America’s internal governing rules. According to the petition, the company failed to follow provisions outlined in the Texas Business Organizations Code, which governs how directors may be removed. Neugebauer argues that under both state law and the company’s bylaws, any removal of board members requires a majority vote of shareholders at a properly called meeting.
The filing also highlights provisions in Fermi’s bylaws, which state that board members may only be removed for cause through a majority shareholder vote. Neugebauer contends that no such vote occurred, rendering the board’s actions invalid.
The timeline outlined in the petition suggests a rapid escalation of internal tensions. On April 16, Neugebauer called for a shareholder meeting scheduled for late May, citing growing internal conflicts that he believed could hinder the company’s progress. The following day, the board convened a special meeting, appointed then-Chief Financial Officer Miles Everson to the board, and terminated Neugebauer effective immediately. Everson stepped down as CFO just two days later.
Neugebauer further claims that the company did not provide the 60-day notice required under his employment agreement for a termination without cause. Instead, he says he later received notice that the company had retroactively classified his dismissal as being for cause, citing alleged misconduct including misrepresentations, unauthorized communications, and violations of company policy.
The petition disputes the validity of that determination, arguing that board members Marius Haas, Lee McIntire, and Cordel Robbin-Coker exceeded their authority. It further claims that a board committee did not have the power under Neugebauer’s employment agreement to terminate him or remove him from his roles.
Neugebauer is also seeking access to company records related to board meetings held in April, as well as a list of shareholders and their contact information. He argues that the lack of access has hindered his ability to exercise his rights as a majority shareholder.
The dispute comes at a critical time for Fermi America and Project Matador, which Neugebauer has described as a transformative initiative for the region. Despite his removal as CEO, he maintains that he remains the company’s majority stockholder and continues to advocate for the project’s potential impact on the Texas Panhandle economy.
Meanwhile, investor confidence appears to be wavering. Fermi America’s stock has declined sharply, falling roughly 80 percent over the past six months, underscoring the uncertainty surrounding the company’s leadership and future direction.
