DEF 14A of Fuelcell Energy Inc, Feb 18, 2026

DEF 14A of Fuelcell Energy Inc

Filed Feb 18, 2026 · FY20250001104659-26-017145

Open on EDGAR

  1. AMANDA J. SCHREIBER

    | Executive Compensation | 37 | | Compensation and Leadership Development Committee Report | 37 | | Compensation Discussion and Analysis | 38 | | Fiscal Year 2025 Summary Compensation Table | 60 | | Fiscal Year 2025 Grants of Plan-Based Awards | 61 | | Outstanding Equity Awards at 2025 Fiscal Year-End Table | 62 | | Fiscal Year 2025 Option Exercises and Stock Vested Table | 63 | | Employment Agreements and Change of Control and Severance | 63 | | CEO Pay Ratio | 68 | | Pay Versus Performance Disclosure | 70 | | Security Ownership of Certain Beneficial Owners and Management | 73 | | Delinquent Section 16(a) Reports | 75 | | Certain Relationships and Related Transactions | 76 | | Audit, Finance & Risk Committee Report | 77 | | Proposal 3 Ratification of Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2026 | 79 | | Proposal 4 Amendment and Restatement of the Fifth Amended and Restated 2018 Omnibus Incentive Plan | 80 | | Proposal 5 Amendment and Restatement of the 2018 Employee Stock Purchase Plan, as amended and restated | 92 | | Additional Information and Other Matters | 97 | | General | 97 | | Stockholder Proposals for the 2027 Annual Meeting | 97 | | Householding | 98 | | Quorum and Vote Required | 98 | | Counting Votes | 98 | | Voting By Proxy | 99 | | Annual Report and Form 10-K | 99 | | Other Matters | 99 | | Information About Attending the Annual Meeting | 99 | | Annex A — Non-GAAP Reconciliation | 101 | | Annex B — FuelCell Energy, Inc. Sixth Amended and Restated 2018 Omnibus Incentive Plan | 103 | | Annex C – FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan, as amended and restated | 116 |

  2. Election of Directors

    Election of Directors FuelCell Energy’s Directors (“Directors”) are elected annually to serve one-year terms. The Board has nominated each of the eight Director nominees named below to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal. All of the Director nominees are currently Directors of the Company. It is the intention of the persons named as proxies to vote, if authorized, for the election of the eight Director nominees named below as Directors. Each nominee has indicated his or her willingness to serve, if elected. Director Nominees

  3. Election of Directors

    | | | Director | | | Name | Age | Since | Primary Occupation | | James H. England*† | 79 | 2008 | Chief Executive Officer of Stahlman-England Irrigation Inc. | | Jason Few | 59 | 2018 | President and Chief Executive Officer of the Company | | Matthew F. Hilzinger* | 62 | 2015 | Former Executive Vice President and Chief Financial Officer of USG Corporation | | Natica von Althann* | 75 | 2015 | Former Financial Executive at Bank of America and Citigroup. | | Cynthia Hansen* | 61 | 2021 | Strategic Advisor at Enbridge Inc. | | Donna Sims Wilson* | 64 | 2021 | Chief Operating Officer at Kah Capital Management | | Betsy Bingham* | 65 | 2021 | Former Lean Operations Leader for GE Aviation | | Tyrone Michael Jordan* | 63 | 2024 | Former President and Chief Operating Officer at DURA Automotive Systems |

  4. Election of Directors

    | * Independent Director |

  5. Election of Directors

    | † Chair of the Board of Directors |

  6. Election of Directors

    We believe the director nominees reflect the importance that the Board places on diversity and independence. The attributes of the director nominees to be elected at the Annual Meeting are:

  7. Election of Directors

    | | 2026 Proxy Statement | 9 |

  8. Election of Directors

    Director Qualifications and Biographies The Nominating, Governance and Sustainability Committee regularly assesses the performance and attributes of each Director to ensure that the Board as a governing body encompasses a broad range of perspectives, experience, diversity, integrity and commitment, in order to effectively conduct the Company’s global business while representing the long-term interests of its stockholders. Pursuant to the recommendation of the Nominating, Governance and Sustainability Committee, the Board has nominated the eight candidates named above for election as Directors and has concluded that each of these incumbent Directors should be nominated for election based on their extensive senior leadership backgrounds, competencies and other qualifications identified in the table below and in the section entitled “Director Nominees” below.

  9. Election of Directors

    | Key Areas of Experience | | |

  10. Election of Directors

    Seven of the eight Director nominees are considered “Independent Directors” as such term is defined in Nasdaq Rule 5605(a)(2). Further information about the Company’s corporate governance practices, the responsibilities and functions of the Board and its committees, Director compensation and related party transactions can be found in this Proxy Statement.

  11. Election of Directors

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE EIGHT NOMINEES LISTED BELOW AS DIRECTORS OF THE COMPANY TO SERVE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED. |

  12. Election of Directors

    | 10 | 2026 Proxy Statement | |

  13. Election of Directors

    Director Nominees

  14. Election of Directors

    | JAMES H. ENGLAND | | | | Age 79 Director since: 2008 INDEPENDENT Chair of the Board of Directors since 2018 | BIOGRAPHY: Mr. England is a Corporate Director and has been the Chief Executive Officer of Stahlman-England Irrigation, Inc., a landscape, irrigation and artificial turf services company, since 2000. Prior to that, Mr. England spent four years as Chairman, President and Chief Executive Officer of Sweet Ripe Drinks, Ltd., a fruit beverage company. Prior to that, he spent 18 years at John Labatt Ltd. and served as that company’s Chief Financial Officer from 1990-1993, during which time John Labatt Ltd. was a public company with a market capitalization of over $5 billion. Mr. England started his career with Arthur Andersen & Co. in Toronto after serving in the Canadian infantry. Mr. England served as a director of Enbridge Inc. from January 2007 to May 2022 and is a past member of the board of directors of John Labatt, Ltd., Canada Malting Co., Ltd. and the St. Clair Paint and Wallpaper Corporation. Mr. England holds a Bachelor of Arts from the Royal Military College of Canada and a Master of Business Administration from York University. He also has a Chartered Accountant designation. | | | | SKILLS AND QUALIFICATIONS INCLUDE: ● Board and Executive Level Leadership ● Broad International Exposure ● High Level of Financial Expertise ● Extensive Energy Industry Experience ● Extensive Knowledge of the Company ● Energy Infrastructure ● Manufacturing Experience ● ESG Experience | PRINCIPAL OCCUPATION: ● Chief Executive Officer of Stahlman-England Irrigation Inc. |

  15. Election of Directors

    | | 2026 Proxy Statement | 11 |

  16. Election of Directors

    | BETSY BINGHAM | | | | Age 65 Director since: 2021 INDEPENDENT | BIOGRAPHY: Ms. Bingham served as Lean Operations Leader for GE Aviation, an aircraft engine supplier, from June 2021 to January 2025. Ms. Bingham was responsible for leading GE Aviation’s lean transformation and implementation of lean principles throughout the organization and daily operations. In addition, Ms. Bingham had responsibility for Quality, Sustainability and Environmental, Health and Safety across the business. Ms. Bingham has significant experience as a leader in corporate lean manufacturing, transformation and scaling manufacturing. Prior to that, Ms. Bingham was the Lean & Operations Leader for GE Digital, an industrial software company, from December 2019 to June 2021, having responsibility for leading the lean transformation as well as oversight of the operational management system across the company. Prior to working at GE, Ms. Bingham served as Vice President of Integrated Supply Chain for the Honeywell International, Performance Materials and Technology business from September 2018 to November 2019. Additionally, Ms. Bingham was responsible for the Honeywell Operating System, the company’s lean transformation system. Prior to Honeywell, Ms. Bingham served Koninklijke Philips N.V. (Royal Philips), a publicly traded diversified technology company, as Head of Systems Manufacturing from March 2018 to September 2018, Chief Operating Officer of Diagnostic Imaging Business from August 2016 to March 2018 and Senior Vice President — Head of Global Customer Service from January 2015 to August 2016. Ms. Bingham was elected to board of directors of Precinmac effective December 2024, where she now chairs the Compensation Committee. Ms. Bingham brings additional quality, lean and continuous improvement experience through leadership roles with Royal Philips’ Diagnostics Imaging Business and Danaher subsidiaries Tektronix, Inc. and Veeder-Root Co. Ms. Bingham received her Bachelor of Science in Ceramic Engineering from Alfred University and an MBA from State University of New York at Buffalo. | | | | SKILLS AND QUALIFICATIONS INCLUDE: ● Executive Level Leadership ● Broad Understanding of Advanced Technologies ● Lean Manufacturing and Scaling Manufacturing ● Experience with Global Publicly Traded Companies ● Risk Management / Oversight ● Manufacturing Experience ● ESG Experience | PRINCIPAL OCCUPATION: ● Former Lean Operations Leader for GE Aviation |

  17. Election of Directors

    | 12 | 2026 Proxy Statement | |

  18. Election of Directors

    | JASON FEW | | | | Age 59 Director since: 2018 | BIOGRAPHY: Mr. Few was appointed President and Chief Executive Officer of FuelCell Energy in August 2019 and has served as a director since November 2018. Mr. Few previously served as the Company’s Chief Commercial Officer from September 2019 to March 2022. Prior to joining FuelCell Energy, Mr. Few served as the President of Sustayn Analytics LLC, a cloud-based artificial intelligence and machine learning waste and recycling optimization company, from April 2018 to August 2019. Mr. Few is the Founder and has served as Senior Managing Partner of BJF Partners, LLC, a privately held strategic consulting firm, since 2016. Mr. Few has more than 30 years of experience creating enterprise value for Global Fortune 500 and privately held companies across the energy, technology, telecommunications and private aviation sectors. Mr. Few served as President and Chief Executive Officer of Continuum Energy, a gas gathering and midstream energy products and LDC gas marketing services company, from 2013 to 2016. He previously held senior leadership roles at NRG Energy, Inc., an integrated energy company, including Executive Vice President and Chief Customer Officer from 2011 to 2012, and at Reliant Energy, a retail electricity provider, where he served as President from 2009 to 2012 and as Vice President, Smart Energy from 2008 to 2009. He also served as a Senior Advisor to Verve Industrial Protection, an industrial cybersecurity software company, from 2016 to 2019. Mr. Few was elected to the board of directors of Enbridge Inc. (NYSE: ENB) effective May 4, 2022, where he now chairs the Governance Committee and serves on the Audit, Finance and Risk Committee. He previously served on the board of directors of Marathon Oil Corporation (NYSE: MRO) from April 2019 to May 2022. Mr. Few earned a bachelor’s degree in computer systems in business from Ohio University. He received an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. | | | | SKILLS AND QUALIFICATIONS INCLUDE: ● Board and Executive Level Leadership ● Broad Understanding of Advanced Technologies ● Extensive Knowledge of the Company ● Extensive Energy and Utility Industry Experience ● Experience with Global Publicly Traded Companies ● Risk Management / Oversight ● Project Finance / Global Power Project Development ● Financial Management ● Strategic Planning ● Cybersecurity ● ESG Experience ● Energy Infrastructure ● Manufacturing Experience ● Broadband Data Infrastructure and Computing ● Commodities ● Retail, Commercial, Industrial Electricity and Gas Distribution ● New Product Introduction and Product Management | PRINCIPAL OCCUPATION: ● President and Chief Executive Officer |

  19. Election of Directors

    | | 2026 Proxy Statement | 13 |

  20. Election of Directors

    | CYNTHIA HANSEN | | | | Age 61 Director since: 2021 INDEPENDENT | BIOGRAPHY: Ms. Hansen has served as Strategic Advisor to Enbridge Inc., a multinational pipeline and energy company, since January 2026 and previously served as Executive Vice President and President, Gas Transmission and Midstream at Enbridge Inc. from March 2022 to January 2026. In addition, Ms. Hansen previously served as Executive Vice President and President, Gas Distribution and Storage at Enbridge Inc. from November 2018 to March 2022. Ms. Hansen was responsible for the overall leadership and operations of Enbridge Inc.’s gas pipeline and midstream business across North America. From October 2019 to January 2026, Ms. Hansen was also the Executive Sponsor for Asset and Work Management Transformation across Enbridge Inc., working with other business unit leaders, and chair of the Diversity and Inclusion Sponsor Council. Ms. Hansen served on the boards of the Interstate Natural Gas Association of America and the United Way of Greater Houston from May 2022 to December 2025, and the board of the Greater Houston Partnership from February 2023 to December 2025. Ms. Hansen has more than 26 years of experience working in operational, financial and safety leadership roles within Enbridge Inc., including as President, Enbridge Gas Distribution and Senior Vice President, Operations within Liquids Pipelines. Prior to joining Enbridge Inc., Ms. Hansen worked as a Principal for PricewaterhouseCoopers. Ms. Hansen is a member of Enbridge Inc.’s Executive Leadership Team. Ms. Hansen previously served on the boards of Energir Inc., Ontario Energy Association, the Canadian Gas Association, the Canadian Energy Council, the Canadian Energy Pipelines Association, the Alberta Chamber of Resources, the Edmonton Symphony Orchestra, the University of Alberta School of Business Advisory Council and NorQuest College, among others. Ms. Hansen was named one of Canada’s Most Powerful Women: Top 100 by the Women’s Executive Network, as well as a WXN Hall of Fame member and was recognized as a Canadian Business Leader by Catalyst Canada. Ms. Hansen received a Bachelor of Commerce degree from the University of Alberta and is also a graduate of the Alberta Institute of Chartered Accountants. | | | | SKILLS AND QUALIFICATIONS INCLUDE: ● Board and Executive Level Leadership Experience ● High Level of Financial Expertise ● International Exposure ● Risk Management / Oversight ● Extensive Energy and Utility Industry Experience ● Strong Focus on Strategy Development and Implementation ● Energy Infrastructure ● ESG Experience | PRINCIPAL OCCUPATION: ● Strategic Advisor at Enbridge Inc. |

  21. Election of Directors

    | 14 | 2026 Proxy Statement | |

  22. Election of Directors

    | MATTHEW F. HILZINGER | | | | Age 62 Director since: 2015 INDEPENDENT | BIOGRAPHY: Mr. Hilzinger was the Executive Vice President and Chief Financial Officer of USG Corporation, an international building products company, from May 2012 to May 2019. In that position, he oversaw all financial activities as well as strategic planning. From March 2002 to 2012, Mr. Hilzinger was with Exelon Corporation, where he served as Chief Financial Officer responsible for finance and risk management from 2008 to 2012 and as Corporate Controller from 2002 to 2008. Prior to joining Exelon, Mr. Hilzinger was Chief Financial Officer at Credit Acceptance Corporation in 2001. From 1997 to 2001, Mr. Hilzinger was at Kmart Corporation, where he last served as Vice President, Corporate Controller. From 1990 to 1997, Mr. Hilzinger was at Handleman Company, where he last served as Vice President, International Operations. Mr. Hilzinger has served on the board of Northwest Hardwoods, Inc. since February 2021. Mr. Hilzinger started his career at Arthur Andersen & Co. from 1985 to 1990. Mr. Hilzinger earned a Bachelor of Accounting from the University of Michigan. | | | | SKILLS AND QUALIFICATIONS INCLUDE: ● Executive Leadership ● High Level of Financial Expertise ● Extensive Knowledge of the Company ● Extensive Energy Industry Experience ● Experience with Global Publicly Traded Companies ● Risk Management / Oversight ● Manufacturing Experience ● ESG Experience | PRINCIPAL OCCUPATION: ● Former Executive Vice President and Chief Financial Officer of USG Corporation |

  23. Election of Directors

    | | 2026 Proxy Statement | 15 |

  24. Election of Directors

    | NATICA VON ALTHANN | | | | Age 75 Director since: 2015 INDEPENDENT | BIOGRAPHY: Ms. von Althann has served as a Director of PPL Corporation, one of the largest investor-owned utilities in the U.S. with approximately 18,000 megawatts of power generation, since 2009 and was a Director of TD Bank US Holding Company and its two bank subsidiaries, TD Bank, N.A. and TD Bank USA, N.A., from 2009 to March 2025. She was a founding partner of C&A Advisors, a consulting firm for financial services and risk management from 2009 to 2013, following her retirement in 2008 as the Senior Credit Risk Management Executive for Bank of America and Chief Credit Officer of U.S. Trust, an investment management company owned by Bank of America. Previously, she spent 26 years with Citigroup in various leadership roles, including Division Executive — Latin America for the Citigroup Private Bank, Managing Director and Global Retail Industry Head, and Managing Director and co-head of the U.S. Telecommunications — Technology group for Citicorp Securities. She also served as co-head of the High Yield Finance Group in Citicorp Securities following her service as Region Head of the Citicorp Leverage Finance Group. Ms. Von Althann was born in Havana, Cuba, and has served on the board of Friends of Caritas Cubana since October 2018. Ms. von Althann received a Bachelor of Arts in Political Science and Government from Bryn Mawr College. | | | | SKILLS AND QUALIFICATIONS INCLUDE: ● Board and Executive Level Leadership Experience ● High Level of Banking and Financial Expertise ● Extensive Knowledge of the Company ● Broad International Exposure ● Risk Management / Oversight ● Exposure to Energy and Utility Sectors ● Strong Focus on Strategy Development and Implementation ● ESG Experience | PRINCIPAL OCCUPATION: ● Former Financial Executive at Bank of America and Citigroup. |

  25. Election of Directors

    | 16 | 2026 Proxy Statement | |

  26. Election of Directors

    | DONNA SIMS WILSON | | | | Age 64 Director since: 2021 INDEPENDENT | BIOGRAPHY: Ms. Sims Wilson has served as Chief Operating Officer of Kah Capital Management, an alternative asset management firm, since April 2020, where she serves on the Management Committee and the Investment and Risk Management Committee and is Chairman of the Valuation Committee. Ms. Sims Wilson previously served as President of Smith Graham Investment Advisors, a $6 billion investment management firm, from October 2015 to April 2021. Ms. Sims Wilson also served on Smith Graham's Board of Directors as well as Executive Management and Investment Policy Committees for the same period. Prior to joining Smith Graham, she completed a 30-year career as an investment banker where among other roles, she was the lead corporate finance professional underwriting hundreds of billions of dollars of corporate and mortgage debt, as well as equity initial and secondary public offerings. Ms. Sims Wilson co-founded the National Association of Securities Professionals (NASP) Africa Financial Summit in 2015. With subsequent funding from USAID, Mobilizing Institutional Investor to Develop Africa’s Infrastructure (MiDA) was born and has since executed over $1 billion in African infrastructure investments from U.S. institutions. Her leadership in ideating and launching these successful endeavors served as a precursor to her participation in leading a delegation of U.S. pension funds and foundations to the 2018 G20 Buenos Aires summit to educate global institutional investors on how to generate safe, risk-adjusted returns by investing in African infrastructure. Ms. Sims Wilson also previously served as Chair for the Export Import Bank of the United States on the Sub-Saharan African Advisory Board. Ms. Sims Wilson is a frequent speaker at financial service industry events, has testified before the U.S. Congress on laws relating to diversity and has appeared on CNBC’s Squawk Box and C-SPAN discussing issues of diversity, equity and how diverse populations are faring in the economic recovery. She was named One of the Most Powerful Women in Business by Black Enterprise Magazine and received NASP’s coveted Joyce Johnson Award in 2010. Ms. Sims Wilson is an advocate of diversity, equity and inclusion initiatives and she helps businesses break down demographic, social and geographic barriers to achieve expanded levels of success. Additionally, Ms. Sims Wilson brings extensive corporate governance experience through her international corporate board service, leadership positions with numerous not-for-profit boards and working closely with institutional investors and analysts. Ms. Sims Wilson received her Bachelor of Arts in Political Science from Yale University. | | | | SKILLS AND QUALIFICATIONS INCLUDE: ● Executive Level Leadership Experience ● High Level of Banking and Financial Expertise ● High Level of Marketing and Sales Expertise ● Broad International Exposure ● Risk Management / Oversight ● Exposure to Energy and Utility Sectors ● Strong Focus on Strategy Development and Implementation ● ESG Experience | PRINCIPAL OCCUPATION: ● Chief Operating Officer at Kah Capital Management |

  27. Election of Directors

    | | 2026 Proxy Statement | 17 |

  28. Election of Directors

    | TYRONE MICHAEL JORDAN | | | | Age 63 Director since: 2024 INDEPENDENT | BIOGRAPHY: Mr. Jordan is an experienced automotive and aerospace industry executive with deep expertise in operations, advanced manufacturing systems, commercialization and technology. Mr. Jordan served as the President and Chief Operating Officer at DURA Automotive Systems, a global automotive technology supplier, from 2015 until his retirement in 2019, where he led strategic growth and operational initiatives across a global enterprise, demonstrating his ability to drive operational excellence and adapt to rapidly evolving commercial and technological advancements. Mr. Jordan spent more than two decades at General Motors, where he held various senior executive roles, including Global Executive Vice President of Operations & Customer Experience, Engineering, and New Vehicle Technologies. His international experience in Brazil, Mexico, and China, along with leadership roles in Korea, Argentina, and Europe, has equipped him with a global perspective across the industrial sector. Mr. Jordan also served as Senior Vice President, Global Operations and Supply Chain, Aerospace Systems at United Technologies Corporation (UTC), where he was responsible for global operating and technology locations. His leadership was instrumental in the global integration of Goodrich into UTC. Mr. Jordan serves on the Board of Directors at Oshkosh Corporation (NYSE: OSK), Axalta Coating Systems (NYSE: AXTA), and TPI Composites, Inc. (NASDAQ: TPIC), and previously served on the Boards of Directors of Cooper Tire and Rubber Company (NYSE: CTB) and Trinity Industries, Inc. (NYSE: TRN), adding to the manufacturing and manufacturing scale up experience he brings to the FuelCell Energy Board of Directors. Mr. Jordan was originally recommended as a Director nominee by the non-management Directors after being introduced to Mr. Jordan by a third-party search firm. Mr. Jordan received his Bachelors degrees from Eastern Michigan University (Pre-Law / Criminology) and Purdue University (Industrial Engineering Technology), and an MBA from the University of Tennessee. | | | | SKILLS AND QUALIFICATIONS INCLUDE: ● CEO/Executive Level Leadership Experience ● Corporate Governance ● Transportation and Mobility Experience ● Strategy ● People and Compensation ● Global Markets Experience ● Financial Literacy ● Technology ● Sales and Marketing ● Manufacturing Experience ● M&A and Capital Markets ● ESG Experience | PRINCIPAL OCCUPATION: ● Former President and Chief Operating Officer at DURA Automotive Systems |

  29. Election of Directors

    | 18 | 2026 Proxy Statement | |

  30. Election of Directors

    Skills and Qualifications of Our Director Nominees A summary of the attributes of each of our Director nominees follows. We believe the Director nominees reflect an appropriate mix of professional expertise and educational backgrounds to maintain a Board that is strong in its collective knowledge. The skills, expertise and experience of the Director nominees to be elected at the Annual Meeting are described below, although this is not intended to be an exhaustive list.

  31. Election of Directors

    | | 2026 Proxy Statement | 19 |

  32. Election of Directors

    Director Compensation The Compensation and Leadership Development Committee periodically reviews Director compensation. In evaluating our Director compensation program, the Compensation and Leadership Development Committee is guided by the following principles: compensation should fairly pay the non-employee Directors, compensation should align the interests of our non-employee Directors with the long-term interests of our stockholders and the structure of the compensation program should be simple, transparent and easy for stockholders to understand. The compensation of the non-employee Directors includes both a cash component and an equity component, which are described in additional detail below. Our non-employee Directors receive an annual retainer and committee member and chair retainers. They may elect to receive these retainers in cash or in shares of the Company’s common stock. Fiscal Year 2025 Annual Director Compensation For fiscal year 2025, our annual non-employee Director compensation consisted of:

  33. Election of Directors

    | ● | an annual cash retainer of $50,000 per year for service as a Director; |

  34. Election of Directors

    | ● | an annual equity award of either restricted stock units (“RSUs”) or deferred common stock (at the Director’s election) valued at $115,000 for service as a Director, which vests one year from the date of grant; and |

  35. Election of Directors

    | ● | non-chair committee retainers of $10,000 for the first committee on which a non-employee Director is a member and $7,500 for each additional committee on which he or she is a member. There is no committee retainer payable for serving on the Executive Committee. |

  36. Election of Directors

    In addition, the non-employee Chair of the Board received an additional annual retainer of $50,000, and Chair committee retainers (in lieu of the committee member retainers described above) were $20,000 for the Audit, Finance and Risk Committee and $15,000 for each of the Nominating, Governance and Sustainability Committee and the Compensation and Leadership Development Committee. A Director will receive pro-rated retainers if he or she does not finish his or her then-current term as a Director. New Board Members Upon election to the Board, a non-employee Director will be granted an equity award in the form of RSUs valued at $115,000, pro-rated from the date of his or her initial appointment to the end of the service year (which ends at the annual stockholder meeting). The per share fair market value of each award is based upon the closing market price of the Company’s common stock on the date of grant.

  37. Election of Directors

    | 20 | 2026 Proxy Statement | |

  38. Election of Directors

    Directors Deferred Compensation Plan Pursuant to our Directors Deferred Compensation Plan, non-employee Directors may elect to defer, until a predetermined date or until they leave the Board, receipt of all or a portion of their retainers, whether paid in cash or common stock. The election to defer receipt of all or a portion of his or her retainers must be made by a non-employee Director prior to December 31 of the calendar year preceding the deferral or, with respect to a newly-eligible Director, within 30 days after he or she becomes eligible to participate in the Directors Deferred Compensation Plan. Reimbursement of Expenses We reimburse the non-employee Directors for reasonable expenses incurred in connection with the performance of their duties as members of the Board. Fiscal Year 2025 Non-Employee Director Compensation The following table sets forth the total compensation earned by our non-employee Directors during the fiscal year ended October 31, 2025.

  39. Election of Directors

    | | | | | All Other | | | | Fees Earned Or | Stock Awards | Option Awards | Compensation | | | Name of Director | Paid in Cash ($)(1) | ($)(2) | ($) | ($) | Total ($)(3) | | James H. England | 117,500 | 115,000 | — | — | 232,500 | | Matthew F. Hilzinger | 80,000 | 115,000 | — | — | 195,000 | | Natica von Althann | 75,000 | 115,000 | — | — | 190,000 | | Cynthia Hansen | 67,500 | 115,000 | — | — | 182,500 | | Donna Sims Wilson | 82,500 | 115,000 | — | — | 197,500 | | Tyrone Michael Jordan | 67,500 | 115,000 | — | — | 182,500 | | Betsy Bingham | 67,500 | 115,000 | — | — | 182,500 |

  40. Election of Directors

    The following table describes the total compensation earned by our non-employee Directors during the fiscal year ended October 31, 2025, categorized by type of consideration earned.

  41. Election of Directors

    | | Annual | Annual | Committee | | | | Equity Award | Retainer Fees | Participation Fees | | | Name of Director | ($) | ($) | ($) | Total ($)(2) | | James H. England | 115,000 | 50,000 | 67,500 | 232,500 | | Matthew F. Hilzinger | 115,000 | 50,000 | 30,000 | 195,000 | | Natica von Althann | 115,000 | 50,000 | 25,000 | 190,000 | | Cynthia Hansen | 115,000 | 50,000 | 17,500 | 182,500 | | Donna Sims Wilson | 115,000 | 50,000 | 32,500 | 197,500 | | Tyrone Michael Jordan | 115,000 | 50,000 | 17,500 | 182,500 | | Betsy Bingham | 115,000 | 50,000 | 17,500 | 182,500 |

  42. Election of Directors

    | (1) Mr. England and Ms. Hansen elected to receive these fees that would otherwise be paid in cash in the form of stock. |

  43. Election of Directors

    | (2) The amounts reported represent the aggregate grant date fair value of the stock awards granted in fiscal year 2025 determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Additional information about the assumptions that we used in valuing these awards is set forth in our Annual Report on Form 10-K in Note 16 of the Notes to Consolidated Financial Statements for our fiscal year ended October 31, 2025. Stock awards to Directors for payment of retainers are unrestricted shares of common stock that are not subject to any vesting provisions. The annual equity award vests at the earlier of one year from the date of grant or the next annual meeting of stockholders. As of October 31, 2025, each of our then-serving non-employee Directors held 23,859 units that were subject to vesting. |

  44. Election of Directors

    | (3) The amount reported represents the aggregate dollar amount of all fees and other remuneration earned for services as a non-employee Director, including annual retainers, committee and/or chair retainers and equity awards. |

  45. Election of Directors

    | | 2026 Proxy Statement | 21 |

  46. Election of Directors

    Corporate Governance The Role of the Board The business affairs of the Company are managed by and under the direction of the Board. The Board and committees of the Board regularly engage with senior management to ensure management accountability, review management succession planning and review and approve the Company’s strategy and mission. The Board is active in reviewing and approving significant corporate actions. The Board also oversees and assesses the effectiveness of the Company’s risk mitigation framework, including controls for financial, regulatory and legal matters, as well as disaster recovery and cybersecurity, environmental, social and governance matters and reviews the process for succession, talent development and employee compensation. Board Leadership Structure The Board regularly evaluates its leadership structure to ensure that it reflects the Board’s commitment to effective governance and oversight. Our third amended and restated by-laws (our “by-laws”) provide the Board flexibility to select the appropriate leadership structure for the Board. In evaluating the Board’s leadership structure, our Board seeks to implement a leadership structure that will allow the Board to effectively carry out its responsibilities and best represent our stockholders’ interests, and considers various factors, including our specific business needs, our operating and financial performance, industry conditions, the economic and regulatory environment, Board and committee annual self-evaluations, advantages and disadvantages of alternative leadership structures and our corporate governance practices. Currently, the Board maintains separate roles for the Chief Executive Officer and the Chair of the Board. The Company’s President and Chief Executive Officer (Mr. Jason Few) is responsible for the general supervision of the affairs of the Company and is accountable for achieving the Company’s strategic goals. Mr. Few’s responsibilities include:

  47. Election of Directors

    | ● | Providing strong ethical leadership; |

  48. Election of Directors

    | ● | Executing on the Company’s corporate strategy; |

  49. Election of Directors

    | ● | Reinforcing the Company’s mission, culture and core values; |

  50. Election of Directors

    | ● | Ensuring complete and accurate disclosure of financial, operational and management matters to the Board; |

  51. Election of Directors

    | ● | Ensuring compliance and integrity of all financial and regulatory filings and other Company communications; |

  52. Election of Directors

    | ● | Communicating with the Board so that it is fully informed with respect to Company, industry and corporate governance matters; and |

  53. Election of Directors

    | ● | Delivering the financial and strategic objectives established by the Board. |

  54. Election of Directors

    The Board’s independent Chair (Mr. James H. England) serves as the principal representative of the Board and as such, presides over all Board meetings. The Board believes that this leadership structure, which separates the Chair and Chief Executive Officer roles, is optimal at this time because it allows Mr. Few to focus on operating and managing our company, while Mr. England focuses on the leadership of the Board and other strategic business activities. We believe that our governance practices ensure that skilled and experienced independent directors provide independent leadership.

  55. Election of Directors

    | 22 | 2026 Proxy Statement | |

  56. Election of Directors

    Board Refreshment and Composition The Nominating, Governance and Sustainability Committee routinely looks for candidates with skill sets that are relevant to the Company and align with our business strategy and goals. Since 2021, we have added a total of four new Directors to the Board (comprising 50% of the current Board), bringing an expansive mix of expertise, diversity and insight to the Board and its committees. We believe that these Directors provide fresh views and new perspectives with regard to the Company, balanced with the continuity and stability of our longer-serving Directors. The Board has a number of practices that encourage thoughtful Board refreshment, and the Board understands the importance of continuing to add diverse, experienced talent to its membership to ensure an array of experience and strategic views. The Board is committed to ensuring that the composition of the Board aligns with the evolving needs of the Company. The Nominating, Governance and Sustainability Committee adheres to vigorous Board refreshment efforts by thoroughly evaluating the backgrounds of potential Board candidates in addition to regularly assessing the contributions and qualifications of current Directors to ensure that the composition of the Board and each of its committees encompasses a wide range of perspectives and knowledge. In accordance with its Corporate Governance Guidelines, the Board will strive to maintain an average age of 68 or less and an average tenure of eight years or less for the independent directors as a group. This approach allows for some flexibility with respect to individual director service based on contributions and alignment with Board needs and encourages regular refreshment, while also recognizing the benefit of having some directors who have longer experience on the Board. In addition, to augment the annual assessment of each director’s active engagement and the quality of their contributions relative to the Board’s evolving needs, every independent director periodically will be subject to a more detailed assessment to determine whether their experience and ability to contribute best aligns with the Company’s needs. A third-party advisor will assist the Chair of the Nominating, Governance and Sustainability Committee in facilitating these in-depth assessments (except where the Chair of the Nominating, Governance and Sustainability Committee is subject to review in which case the Nominating, Governance and Sustainability Committee shall select a Director not subject to review in that cycle to work with the third-party advisor). All independent directors of the Board serving as of the beginning of the Company’s 2025 fiscal year will be subject to, on a rolling basis, such detailed assessment within five years of such date. Each independent director will be subject to an additional detailed assessment within every five-year period of additional service commencing after the completion of the prior detailed assessment. All directors who join the Board after the beginning of the Company’s 2025 fiscal year will be subject to a detailed assessment within the first five years of the commencement of his or her service on the Board, and will be subject to an additional detailed assessment within every five-year period of additional service commencing after the completion of the prior detailed assessment. The Nominating, Governance and Sustainability Committee will determine the specific methodology to be used for the detailed assessment with the external advisor. It is expected that in addition to the matters typically considered in annual renomination decisions, the process will involve an interview of the director, a formal peer evaluation process, consideration of likely Board and committee needs over the next three to five years, and consideration of the skills, experience and other qualities that could be sought if the director were not to be renominated. Director Orientation As part of our Director orientation process, each new Director receives orientation materials, attends a presentation by the management team, tours our factory and visits at least one of our operating platforms. During the orientation session, new Directors are given ample opportunity to ask questions and request additional information. Directors engage in continuous company-based education post-orientation. Majority Voting Standard in Director Elections In 2016, the Board approved an amendment to the Company’s by-laws to, among other changes, adopt a majority voting standard in uncontested Director elections, providing that each Director shall be elected by a majority of votes cast. Under our by-laws, a majority of the votes cast standard requires that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director’s election. Abstentions and broker non-votes are not counted as votes cast with respect to a Director’s election. In addition, following certification of the stockholder vote in an uncontested election, if any incumbent Director did not receive a greater number of votes “for” his or her election than votes “against” his or her election, the Director shall promptly tender his or her resignation to the Chair of the Board. The Nominating, Governance and Sustainability Committee shall promptly consider such resignation and recommend to the Board whether to accept the tendered resignation or reject it. In deciding upon its recommendation, the Nominating, Governance and Sustainability Committee shall consider all relevant factors including, without limitation, the length of service and qualifications of the Director and the Director’s contributions to the Company and the Board.

  57. Election of Directors

    | | 2026 Proxy Statement | 23 |

  58. Election of Directors

    Continuing Education and Evaluations The Board believes that continuing education by the Board and management is critical to supporting the Company’s commitment to enhancing its corporate governance practices. The Board and management are therefore regularly updated on corporate governance matters, including industry and regulatory developments, strategies, operations and external trends and other topics of importance. The Board maintains a policy requiring mandatory participation in an accredited director education program. New directors are required to complete a minimum of four hours of accredited director education within the first 180 days of election to the Board, and all Directors are required to complete four hours of accredited director education per fiscal year. All of our Directors elected at the last Annual Meeting met their continuing education requirements in fiscal year 2025. All of our Directors and all of our currently serving named executive officers (i.e., those executive officers that are named in the Fiscal Year 2025 Summary Compensation Table and are currently employed by the Company) are members of the National Association of Corporate Directors. As part of the Board’s commitment to improve its performance and effectiveness, assessments of the Board and each of its committees are conducted annually. Results of these assessments are reviewed by the Nominating, Governance and Sustainability Committee and the full Board. Corporate Governance Principles The Board has adopted Corporate Governance Principles which provide the structure for the governance and best practices of the Company, in accordance with applicable statutory and regulatory requirements. The Company is committed to the highest standards of business conduct and integrity in its relationships with employees, customers, suppliers and stockholders. The Corporate Governance Principles are reviewed annually by the Nominating, Governance and Sustainability Committee and updated as needed. The Corporate Governance Principles can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. Code of Ethics The Company is committed to high standards of ethical, moral and legal business conduct and to the timely identification and resolution of all such issues that may adversely affect the Company or its clients, employees or stockholders. The Board has adopted a Code of Ethics (the “Code of Ethics”), which applies to the Board, our currently serving named executive officers (including our principal executive officer and our principal financial and accounting officer) and all our other employees. The Code of Ethics provides a statement of certain fundamental principles and key policies and procedures that govern the conduct of the Company’s business. The Code of Ethics covers all major areas of professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. As required by the Sarbanes-Oxley Act of 2002, our Audit, Finance and Risk Committee has procedures to receive, retain, investigate and resolve complaints received regarding our accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding accounting or auditing matters. The Code of Ethics can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. Whistleblower Policy The Company’s Whistleblower Policy covers reporting of suspected misconduct, illegal activities or fraud, including questionable accounting, financial control and auditing matters, federal securities violations or other violations of federal and state laws or of the Company’s Code of Ethics. We have established a written protocol with a third-party vendor to ensure that complaints received will be forwarded directly to the Company’s General Counsel, who will summarize such complaints as appropriate and forward such summaries to the Chair of the Audit, Finance and Risk Committee of the Board without going through additional internal management channels. The third-party vendor offers anonymity to whistleblowers and assures those who identify themselves that their confidentiality will be maintained, to the extent possible, within the limits proscribed by law. No attempt will be made to identify a whistleblower who requests anonymity.

  59. Election of Directors

    | 24 | 2026 Proxy Statement | |

  60. Election of Directors

    Policy Prohibiting Insider Trading The Board has adopted an Insider Trading Policy that governs the purchase, sale and other acquisitions and dispositions of the Company’s common stock by the Company and our Directors, officers and employees. This policy is reasonably designed to promote compliance with insider trading laws, related SEC rules and regulations and the listing rules of The Nasdaq Stock Market (“Nasdaq”). Anti-Hedging and Anti-Pledging Policies Under the terms of the Company’s Insider Trading Policy, all Directors, officers (including, but not limited to, all currently serving named executive officers) and employees, are prohibited from engaging in any hedging transaction involving shares of the Company’s securities or the securities of the Company’s competitors, such as a put, call or short sale. Our Directors, officers (including, but not limited to, all currently serving named executive officers) and employees are also prohibited from pledging any Company securities. Compensation Recovery Policies In 2023, the Company adopted two new executive compensation recovery policies. The first policy provides that if the Company is required to prepare a qualifying accounting restatement, the Company will, unless an exception applies, recover reasonably promptly the excess of the amount of erroneously awarded incentive-based compensation, whether cash or equity, provided to a covered executive over the amount that otherwise would have been received by the executive had such compensation been determined based on the restated financials, computed without regard to any taxes paid. This policy applies to incentive-based compensation received by a covered executive on or after October 2, 2023. Under the second policy, the Board may seek recovery of all compensation (other than base salary) awarded to the Company’s executive officers (or any employee reporting directly to such executive officer at the level of vice president or above) for misconduct including conduct constituting a failure to appropriately identify, escalate, monitor or manage risks to the Company which has caused, or might reasonably be expected to cause, significant reputational or financial harm to the Company, committing a material breach of any agreement between such officer and the Company, or such officer being convicted of, or entering a guilty plea or plea of no contest with respect to a felony or the equivalent thereof, having as its predicate element fraud, dishonesty or misappropriation of property, whether or not property of the Company. The Executive Compensation Recovery Policies can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. Stock Ownership Guidelines and Holding Requirements To align the interests of our Directors, executive officers and stockholders, we require our non-employee independent Directors and executive officers to own FuelCell Energy common stock and we maintain formal stock ownership guidelines. Our current stock ownership guidelines are shown in the table below:

  61. Election of Directors

    | Position | Ownership Guideline | | President and Chief Executive Officer | The lesser of three times base salary or at least 80,000 shares | | All Other Section 16 Executive Officers | The lesser of one times base salary or at least 20,000 shares | | Non-Employee Independent Directors | The lesser of three times the annual cash retainer or at least 6,000 shares |

  62. Election of Directors

    Executives subject to the guidelines must meet the ownership requirement within the later of five years from the date they are appointed to a Section 16 Executive Officer position, or if they were already serving in a Section 16 Executive Officer position, five-years from the date of any change in the minimum stock ownership guidelines (which will be February 2030, as the most recent change to the guidelines was made in February 2025 as a result of the Company’s reverse stock split and independent review of the stock ownership guidelines by the Company’s compensation consultant). The non-employee independent Directors are expected to achieve target ownership levels within the later of five years from the date of commencement of service as a Director, or if they were already serving as a Director, five years from the date of any change in the minimum stock ownership guidelines (which will be February 2030, as the most recent change to the guidelines was made in February 2025). For purposes of meeting the applicable ownership guidelines, the following shares and awards may be counted:

  63. Election of Directors

    | ● | FuelCell Energy common stock owned (i) directly by the executive officer or Director or his or her spouse, (ii) jointly by the executive officer or Director and his or her spouse, and (iii) indirectly by a trust, partnership, limited liability company or other entity for the benefit of the executive officer or Director or his or her spouse; |

  64. Election of Directors

    | | 2026 Proxy Statement | 25 |

  65. Election of Directors

    | ● | 100% of restricted stock and restricted stock unit awards (vested and unvested) issued under the Company’s equity incentive plans, but not performance stock units issued under the Company’s equity incentive plans; |

  66. Election of Directors

    | ● | 100% of common stock issued under the Company’s Employee Stock Purchase Plan; and |

  67. Election of Directors

    | ● | 100% of deferred stock units issued under the Company’s Directors Deferred Compensation Plan. |

  68. Election of Directors

    Executive officers and Directors must maintain at least 50% of the stock received from equity awards (on a shares issued basis) until the specified minimum ownership requirement level is achieved. Unexercised stock options (vested and unvested) may not be counted for purposes of meeting the applicable ownership guidelines. Once the stock ownership guideline has been achieved, executive officers will be required to maintain stock holding requirements for the duration of their employment with the Company and for Directors, until their cessation of service on the Board.

  69. Election of Directors

    | 26 | 2026 Proxy Statement | |

  70. Election of Directors

    Risk Oversight The Board has overall responsibility for the oversight of risk management at our Company. Day-to-day risk management is the responsibility of management, which has implemented processes to identify, assess, manage and monitor risks that face our Company. Our Board, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our Company, and the steps we take to monitor and control such exposures. Our Board’s role in our Company’s risk oversight has not affected our leadership structure.

  71. Election of Directors

    | Board of Directors and Delegation of Risk Oversight While our Board has general oversight responsibility for risk at our Company, the Board has delegated some of its risk oversight duties to the various Board committees. | | | | Nominating, Governance and Sustainability Committee | Audit, Finance and Risk Committee | Compensation and Leadership Development Committee | | | | | | ● Oversees risks related to environmental, social and corporate governance (“ESG”) strategy, initiatives and policies, including communications with employees, investors and other stakeholders with respect to ESG matters | ● Responsible for generally reviewing and discussing the Company’s policies and guidelines with respect to risk assessment, enterprise risk management and commodity exposure ● Oversees the risk assessment and review of the financial internal controls and procedures, financial statement reporting compliance and risk management strategies related to cybersecurity, technology and the impact of emerging technologies ● Considers financial risk management including risks relating to liquidity, access to capital and macroeconomic trends and risks ● In September 2021, the Audit, Finance and Risk Committee adopted a Financial Risk Management Policy (“FRMP”). The objective of the FRMP, which was developed and is executed by the Company’s management, is to manage and mitigate exposure to, among other things, commodity price, foreign currency and interest rate risk with oversight by the Audit, Finance and Risk Committee | ● Assists our Board in overseeing the management of risks arising from our compensation policies and programs related to assessment, selection, succession planning, training and development of executives of the Company | | Each of the Board committees reviews these risks and then discusses the process and results with the full Board. | | |

  72. Election of Directors

    | | 2026 Proxy Statement | 27 |

  73. Election of Directors

    Communicating with Directors The Board welcomes engagement with stockholders and casts a wide net to inform and enhance its deliberations and decision making. It also maintains means for stockholders to engage, ask questions and provide input:

  74. Election of Directors

    | ● | Stockholders may participate in our Annual Meetings. |

  75. Election of Directors

    | ● | Stockholders may participate in our stockholder engagement program in which members of management and, as appropriate, Directors have in-person, virtual, phone or email engagements. |

  76. Election of Directors

    In addition, the Company has established a process by which stockholders or other interested parties may communicate with the Board or any of the Company’s individual Directors. Stockholders and other interested parties may write to our Board, its committees or individual Directors, either via email at corporatesecretary@fce.com or by sending a written communication addressed to our Corporate Secretary by mail to FuelCell Energy, Inc., 3 Great Pasture Road, Danbury, CT 06810. The Corporate Secretary will promptly forward any communication received to the Board, any committee of the Board or any individual Director specifically addressed in the communication. Board of Directors and Committees Independent Directors and Meeting Attendance The Board currently consists of eight Directors — James H. England, Jason Few, Matthew F. Hilzinger, Natica von Althann, Cynthia Hansen, Donna Sims Wilson, Betsy Bingham and Tyrone Michael Jordan, each of whom will stand for re-election at the Annual Meeting. The Board has determined that the following seven of the eight Director nominees are independent Directors in accordance with the director independence standards of the Securities and Exchange Commission (“SEC”) and Nasdaq, including Nasdaq Rule 5605(a)(2): James H. England, Matthew F. Hilzinger, Natica von Althann, Cynthia Hansen, Donna Sims Wilson, Betsy Bingham and Tyrone Michael Jordan. The Board had previously determined that Jason Few, who served as a non-employee Director prior to his appointment as our President and CEO, was an independent Director prior to his appointment as our President and CEO in accordance with the director independence standards of the SEC and Nasdaq, including Nasdaq Rule 5605(a)(2). However, the Board determined that Mr. Few ceased to be independent upon his appointment as President and CEO of the Company on August 26, 2019. The Board and its committees meet regularly to review and discuss the Company’s progress, strategy and business. The Board meets regularly with management and outside advisors. The independent Directors also hold regular executive sessions without Mr. Few or other members of management. Board members are also kept apprised of Company progress and issues that arise between Board meetings. All Directors serving at the time of the Company’s 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”) attended the 2025 Annual Meeting. Regular attendance at Board meetings and annual stockholder meetings by each Board member is expected. The Board held 10 meetings in fiscal year 2025. Each incumbent Director serving during fiscal year 2025 attended more than 75% of the total number of Board meetings and, if a Director served on a committee, committee meetings held during fiscal year 2025.

  77. Election of Directors

    | 28 | 2026 Proxy Statement | |

  78. Election of Directors

    Board Committees The Board has four standing committees: the Audit, Finance and Risk Committee, the Compensation and Leadership Development Committee, the Executive Committee and the Nominating, Governance and Sustainability Committee. These committees assist the Board in performing its responsibilities and making informed decisions. The Board believes it is more effective for the Board, as a whole, to monitor and oversee the Company’s government affairs strategy and initiatives, including federal and state legislative and regulatory proceedings, in addition to monitoring the Company’s ongoing relations with government agencies. The table below identifies the current members of these four standing committees:

  79. Election of Directors

    | | Audit, Finance and Risk | Compensation and Leadership Development | Executive | Nominating, Governance and Sustainability | | James H. England | | | | | | Jason Few | | | | | | Matthew F. Hilzinger | ** | | | | | Natica von Althann | | | | | | Cynthia Hansen | ** | | | | | Donna Sims Wilson | | | | | | Betsy Bingham | | | | | | Tyrone Michael Jordan | | | | |

  80. Election of Directors

    **Following the Annual Meeting, Cynthia Hansen will assume the role of Chair of the Audit, Finance and Risk Committee, which is currently held by Matthew F. Hilzinger. Following this transition, Mr. Hilzinger will continue as a member of the Audit, Finance and Risk Committee.

  81. Election of Directors

    | | 2026 Proxy Statement | 29 |

  82. Election of Directors

    Audit, Finance and Risk Committee

  83. Election of Directors

    | Current Chair | Other Current Members: | | | | | | | | | | | Matthew F. Hilzinger | Natica von Althann | Cynthia Hansen | Donna Sims Wilson | Betsy Bingham |

  84. Election of Directors

    | Each of the current and fiscal year 2025 Audit, Finance and Risk Committee members satisfies, and has satisfied during his or her entire period of service on the Committee, the definition of independent director and is, and has been during his or her entire period of service on the Committee, financially literate under the applicable Nasdaq and SEC rules (including those specifically applicable to audit committee members). Following the Annual Meeting, Cynthia Hansen will assume the role of Chair of the Audit, Finance and Risk Committee, which is currently held by Matthew F. Hilzinger. Following this transition, Mr. Hilzinger will continue as a member of the Audit, Finance and Risk Committee. In accordance with Section 407 of the Sarbanes-Oxley Act of 2002, the Board has determined that Mr. Hilzinger and Ms. Hansen are “Audit Committee Financial Experts” as defined by SEC rules. The Audit, Finance and Risk Committee represents and provides assistance to the Board with respect to matters involving the accounting, auditing, financial reporting, internal controls and legal compliance functions of the Company and its subsidiaries, including assisting the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications, independence and performance of the Company’s independent auditors, the performance of the Company’s service firm used to assist management in its assessment of internal controls, and effectiveness of the Company’s financial risk management. The Audit, Finance and Risk Committee routinely holds executive sessions with the Company’s independent registered public accounting firm without the presence of management. Responsibilities of the Audit, Finance and Risk Committee include: ● Overseeing management’s conduct of the Company’s financial reporting process, including reviewing the financial reports and other financial information provided by the Company, and reviewing the Company’s systems of internal accounting and financial controls; ● Overseeing the Company’s independent auditors’ qualifications and independence and the audit and non-audit services provided to the Company; ● Overseeing the performance of the Company’s independent auditors as well as parties engaged to assist the Company with its assessment of internal controls; ● Reviewing potential financing proposals and referring them to the Board as necessary; and ● Overseeing the Company’s risk management programs including reviewing with management, for a general understanding, management’s risk assessments, corresponding accounting implications and risk management mitigation strategies and guidelines, including, but not limited to, with respect to enterprise risks relating to cybersecurity, privacy and data management, technology and the impact of emerging technologies and regulatory compliance and capital markets risks relating to commodity exposure, foreign exchange rates, interest rates and other macroeconomic trends and risks. The Audit, Finance and Risk Committee held eight meetings during fiscal year 2025. The complete Audit, Finance and Risk Committee charter can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. The Audit, Finance and Risk Committee’s report appears on page 77 of this Proxy Statement. |

  85. Election of Directors

    | 30 | 2026 Proxy Statement | |

  86. Election of Directors

    Compensation and Leadership Development Committee

  87. Election of Directors

    | Current Chair | Other Current Members: | | | | | | | | | | | Donna Sims Wilson | James H. England | Matthew F. Hilzinger | Betsy Bingham | Tyrone Michael Jordan |

  88. Election of Directors

    | Each of the current and fiscal year 2025 Compensation and Leadership Development Committee members is, and during his or her entire period of service on the Committee has been, an independent Director under applicable Nasdaq and SEC rules (including the rules applicable to compensation committee members), and the Compensation and Leadership Development Committee is governed by a Board-approved charter stating its responsibilities. Members of the Compensation and Leadership Development Committee are appointed by the Board. The Compensation and Leadership Development Committee is responsible for reviewing and approving the compensation plans, policies and programs of the Company to compensate the officers and Directors in a reasonable and cost-effective manner. | | The Compensation and Leadership Development Committee’s overall objectives are to ensure the attraction, development and retention of superior talent, to motivate the performance of the executive officers in the achievement of the Company’s business objectives and to align the interests of the officers and Directors with the long-term interests of the Company’s stockholders. To that end, it is the responsibility of the Compensation and Leadership Development Committee to develop, approve and periodically review a general compensation policy and salary structure for executive officers of the Company, which considers business and financial objectives, industry and market pay practices and/or such other information as may be deemed appropriate. Responsibilities of the Compensation and Leadership Development Committee include: ● Reviewing and recommending for approval by the independent Directors of the Board the compensation (salary, bonus and other incentive compensation) of the Chief Executive Officer of the Company; ● Reviewing and approving the roster of companies used as a peer group for external benchmarking of our officer and Director compensation programs; ● Reviewing and approving the compensation (salary, bonus and other incentive compensation) of the other executive officers of the Company; ● Reviewing and approving milestones and strategic enablers (under the Company’s Management Incentive Plan, or “MIP”) relevant to the compensation of executive officers of the Company and evaluating performance in light of those goals and objectives; ● Overseeing the Company’s compliance with the applicable rules and regulations of the SEC regarding stockholder approval of certain matters, including advisory votes on executive compensation; ● Reviewing and approving all employment, retention and severance agreements for executive officers of the Company; ● Reviewing the management succession program for the Chief Executive Officer, the named executive officers and other selected executives of the Company; and |

  89. Election of Directors

    | | 2026 Proxy Statement | 31 |

  90. Election of Directors

    | ● Reviewing and discussing the Compensation Discussion and Analysis (“CD&A”) with management and, based on such review and discussions, recommending to the Board that the CD&A be included in the Company’s annual proxy statement. The Compensation and Leadership Development Committee acts on behalf of the Board in administering compensation plans approved by the Board in a manner consistent with the terms of such plans (including, as applicable, the granting of stock options, restricted stock, stock units and other awards, the review of performance goals established before the start of the relevant plan year, and the determination of performance compared to the goals at the end of the plan year). The Committee reviews and makes recommendations to the Board with respect to new compensation incentive plans and equity-based plans; reviews and recommends the compensation (annual retainer, committee fees and other compensation) of the Directors to the full Board for approval; and reviews and makes recommendations to the Board on changes in major benefit programs of the Company. Compensation and Leadership Development Committee agendas are established in consultation with the Committee chair. The Compensation and Leadership Development Committee meets in executive session at each Committee meeting. The Compensation and Leadership Development Committee held six meetings during fiscal year 2025. The complete Compensation and Leadership Development Committee charter can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. The Compensation and Leadership Development Committee’s report appears on page 37 of this Proxy Statement. |

  91. Election of Directors

    Executive Committee

  92. Election of Directors

    | Current Chair | Other Current Members: | | | | | | | | | Jason Few | James H. England | Matthew F. Hilzinger | Natica von Althann |

  93. Election of Directors

    | The principal purposes of the Executive Committee are to provide a forum in between regularly scheduled meetings of the Board for the Chief Executive Officer to seek guidance and advice regarding matters for the Board agenda, and to exercise the powers and authority of the Board in between regularly scheduled meetings of the Board in situations where a special meeting of the Board cannot be convened in the period in which a decision needs to be made, except as limited by the Company’s by-laws, the Nasdaq Marketplace Rules, Delaware corporate law, or other applicable laws or regulations and as may be further limited in the Executive Committee’s Charter. The Executive Committee held no meetings during fiscal year 2025. |

  94. Election of Directors

    | 32 | 2026 Proxy Statement | |

  95. Election of Directors

    Nominating, Governance and Sustainability Committee

  96. Election of Directors

    | Current Chair | Other Current Members: | | | | | | | | | | | Natica von Althann | James H. England | Cynthia Hansen | Donna Sims Wilson | Tyrone Michael Jordan |

  97. Election of Directors

    | Each of the current and fiscal year 2025 members of the Nominating, Governance and Sustainability Committee is, and during his or her entire period of service on the Committee has been, an independent director under applicable Nasdaq rules. Members of the Nominating, Governance and Sustainability Committee are appointed by the Board. | | Responsibilities of the Nominating, Governance and Sustainability Committee include: ● Identifying individuals qualified to become members of the Board and recommending the persons to be nominated by the Board for election as Directors at the annual meeting of stockholders or elected as Directors to fill vacancies; ● Reviewing the Company’s corporate governance principles, assessing and recommending to the Board any changes deemed appropriate; ● Periodically reviewing, discussing and assessing the performance of the Board and the committees of the Board; ● Reviewing the Board’s committee structure and making recommendations to the full Board concerning the number and responsibilities of Board committees and committee assignments; ● Assisting the Board with providing oversight to the Company regarding our general approach and strategy for addressing ESG matters relevant to the Company (our “ESG Strategy”); ● Providing oversight, guidance and perspective to management regarding the Company’s initiatives, processes, policies and disclosures pertaining to ESG matters within our ESG Strategy; ● Assisting the Board and management regarding the development and tracking of appropriate metrics, procedures and targets relating to ESG matters; ● Reviewing, monitoring and assessing, as appropriate, the Company’s significant corporate social responsibility issues that impact the Company’s ESG Strategy, including but not limited to employee health and safety and environmental impact of the Company’s operations; and ● Periodically reviewing and reporting to the Board any questions of possible conflicts of interest or related party transactions involving Board members or members of senior management of the Company. The Nominating, Governance and Sustainability Committee will consider nominees for the Board recommended by stockholders. Recommendations of Director nominees by stockholders must be in writing and must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years, and a representation that the stockholder is a beneficial or record owner of the Company’s common stock. Any such submission must also be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as Director if elected. All recommendations for nomination received by the Corporate Secretary that satisfy our by-law requirements relating to such Director nominations will be presented to the Nominating, Governance and Sustainability Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our by-laws. |

  98. Election of Directors

    | | 2026 Proxy Statement | 33 |

  99. Election of Directors

    | Nominations must be delivered to the Nominating, Governance and Sustainability Committee at the following address: Nominating, Governance and Sustainability Committee FuelCell Energy, Inc. Office of the Corporate Secretary 3 Great Pasture Road Danbury, CT 06810 The Nominating, Governance and Sustainability Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for Director to the Board for election (without regard to whether a nominee has been recommended by stockholders). In considering candidates for the Board, the Nominating, Governance and Sustainability Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating, Governance and Sustainability Committee does not have a standard set of fixed qualifications that is applicable to all Director candidates, although the Nominating, Governance and Sustainability Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or experience, ability to work collegially with the other members of the Board and ability to satisfy any applicable legal requirements or listing standards. The Nominating, Governance and Sustainability Committee is committed to actively seeking highly qualified individuals, and requires a diverse candidate pool, including individuals of diverse gender and ethnicity, from which Board nominees are selected. In identifying prospective Director candidates, the Nominating, Governance and Sustainability Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating, Governance and Sustainability Committee also may, but need not, retain a search firm to assist it in identifying candidates to serve as Directors of the Company. The Nominating, Governance and Sustainability Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering Director candidates, the Nominating, Governance and Sustainability Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent Directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of Director nominees, the Nominating, Governance and Sustainability Committee may also assess the contributions of those Directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. For information regarding the assessments to be performed by the Nominating, Governance and Sustainability Committee under the Company’s Corporate Governance Principles, please see “Corporate Governance—Board Refreshment and Compensation” on page 23 of this Proxy Statement. The Nominating, Governance and Sustainability Committee held five meetings during fiscal year 2025. The complete Nominating, Governance and Sustainability Committee charter, which includes the general criteria for nomination as a Director, can be found in the Corporate Governance subsection of the section entitled “Investors” on our website at www.fuelcellenergy.com. |

  100. Election of Directors

    Compensation Committee Interlocks and Insider Participation No member of the Compensation and Leadership Development Committee was an officer or employee of the Company during the fiscal year ended October 31, 2025. During the fiscal year ended October 31, 2025, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who served as members of our Board or our Compensation and Leadership Development Committee. During the fiscal year ended October 31, 2025, no member of the Compensation and Leadership Development Committee had a relationship with the Company that required disclosure under Item 404 of Regulation S-K.

  101. Election of Directors

    | 34 | 2026 Proxy Statement | |

  102. Election of Directors

    Nasdaq Listing Rules — Compensation and Leadership Development Committee Members Upon assessing the independence of the Compensation and Leadership Development Committee members in accordance with the Nasdaq Listing Rules, the Board has determined that each Compensation and Leadership Development Committee member satisfies the following independence criteria, in addition to qualifying as an independent director under Nasdaq Rule 5605(a)(2):

  103. Election of Directors

    | ● | No Compensation and Leadership Development Committee member has received compensation from the Company for any consulting or advisory services nor has any Compensation and Leadership Development Committee member received any other compensatory fees paid by the Company (other than Directors’ fees) during the time such member served on the Compensation and Leadership Development Committee; and |

  104. Election of Directors

    | ● | No Compensation and Leadership Development Committee member has an affiliate relationship with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company. |

  105. Election of Directors

    Nasdaq Listing Rules — Compensation and Leadership Development Committee Advisor Upon assessing the independence of, and any potential conflicts of interest of, the Company’s Compensation advisor, Meridian Compensation Partners, LLC (“Meridian”), in accordance with the Nasdaq Listing Rules, the Compensation and Leadership Development Committee has determined that Meridian satisfies the following independence criteria:

  106. Election of Directors

    | ● | Meridian has not provided, in the last completed fiscal year ended October 31, 2025 or any subsequent interim period, any services to the Company or its affiliated companies, other than Meridian’s work as a compensation advisor to the Company’s Compensation and Leadership Development Committee; |

  107. Election of Directors

    | ● | Less than 1% of Meridian’s total revenue was derived from fees paid by the Company in the last completed fiscal year ended October 31, 2025 and any subsequent interim period for work on behalf of the Company’s Compensation and Leadership Development Committee; |

  108. Election of Directors

    | ● | Meridian has implemented policies and procedures designed to prevent conflicts of interest; |

  109. Election of Directors

    | ● | Neither Meridian nor any of its employees or their spouses has any business or personal relationships with any members of the Company’s Compensation and Leadership Development Committee or any of the Company’s executive officers; |

  110. Election of Directors

    | ● | Neither Meridian nor any of its employees or their immediate family members currently owns any Company securities (other than through a mutual fund or similar externally managed investment vehicle); and |

  111. Election of Directors

    | ● | Meridian is not aware of any relationship not identified in the statements above that could create an actual or potential conflict of interest with the Company or its affiliated entities, any members of the Company’s Compensation and Leadership Development Committee or any of the Company’s executive officers. |

  112. Election of Directors

    | | 2026 Proxy Statement | 35 |

  113. Election of Directors

    Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related rules of the SEC, we are providing our stockholders with the option to cast a non-binding advisory vote on the compensation of our named executive officers or NEOs (as defined elsewhere in this Proxy Statement). This advisory stockholder vote, commonly known as a “say-on-pay” vote, provides stockholders with the opportunity to endorse or not endorse the Company’s fiscal year 2025 executive compensation programs and policies and the compensation paid to our NEOs as discussed in the Compensation Discussion and Analysis beginning on page 38, the accompanying compensation tables and the related narrative disclosure. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, our compensation principles and underlying programs are designed to ensure the attraction and retention of executive officers in a reasonable and cost-effective manner, to motivate their performance in the achievement of the Company’s business objectives and to align the interests of the executive officers with the long-term interests of the Company’s stockholders. We believe our compensation policies and procedures demonstrate a transparent link between pay and performance. Because say-on-pay votes are advisory and non-binding, voting results cannot overrule any decisions made by the Board. However, the Compensation and Leadership Development Committee will take into account the outcome of the vote when considering future compensation arrangements for our executive officers. We intend to hold the next advisory vote on the compensation of our NEOs at our 2027 Annual Meeting of Stockholders.

  114. Election of Directors

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE “EXECUTIVE COMPENSATION” SECTION OF THIS PROXY STATEMENT. |

  115. Election of Directors

    | 36 | 2026 Proxy Statement | |

  116. Election of Directors

    Executive Compensation Table of Contents

  117. Election of Directors

    | Compensation and Leadership Development Committee Report | 37 | | Fiscal Year 2025 Summary Compensation Table | 60 | | Outstanding Equity Awards at 2025 Fiscal Year-End Table | 62 | | Employment Agreements and Change of Control and Severance | 63 | | Pay Versus Performance Disclosure | 70 |

  118. Election of Directors

    | Compensation Discussion and Analysis | 38 | | Fiscal Year 2025 Grants of Plan-Based Awards | 61 | | Fiscal Year 2025 Option Exercises and Stock Vested Table | 63 | | CEO Pay Ratio | 68 |

  119. Election of Directors

    Compensation and Leadership Development Committee Report The Compensation and Leadership Development Committee has reviewed and discussed with management the Compensation Discussion and Analysis as set forth in this Proxy Statement. Based upon this review and discussion, the Compensation and Leadership Development Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2025, and included in the Company’s 2026 Proxy Statement filed in connection with the Company’s 2026 Annual Meeting of Stockholders. Respectfully submitted by the Compensation and Leadership Development Committee of the Board of Directors. Donna Sims Wilson (Chair) Matthew F. Hilzinger James H. England Betsy Bingham Tyrone Michael Jordan

  120. Election of Directors

    | | 2026 Proxy Statement | 37 |

  121. Election of Directors

    Compensation Discussion and Analysis Introduction and Summary This Compensation Discussion and Analysis describes the philosophy and objectives of the executive compensation program underlying the compensation which is reported in the executive compensation tables included in this Proxy Statement for the following current and former executive officers of the Company (the “NEOs” or “named executive officers”):

  122. Election of Directors

    | Jason Few | President and Chief Executive Officer (the “CEO”) | | Michael S. Bishop | Executive Vice President, Chief Financial Officer and Treasurer (the “CFO”) | | Shankar Achanta | Executive Vice President, Chief Product and Technology Officer | | Joshua Dolger | Former Executive Vice President, General Counsel and Corporate Secretary | | Michael J. Lisowski | Former Executive Vice President, Strategic Partnerships | | Mark Feasel | Former Executive Vice President, Chief Commercial Officer |

  123. Election of Directors

    Biographical information concerning our executive officers as of October 31, 2025, and their ages can be found in Item 1. “Business”, in the section entitled “Information about our Executive Officers”, in our Annual Report on Form 10-K for the year ended October 31, 2025. In this Proxy Statement, we refer from time to time to our “active” or “currently serving” NEOs. Our active or currently serving NEOs are those NEOs who are currently executive officers of the Company — Mr. Few, Mr. Bishop, and Mr. Achanta. The total compensation of each NEO is reported in the Fiscal Year 2025 Summary Compensation Table presented on page 60 of this Proxy Statement.

  124. Company Response to 2024 and 2025 Say-on-Pay Vote Results

    | | | | | Category | What We Heard | Actions Taken in Response | | Peer Group | ● In fiscal year 2024, some stockholders expressed concern that the peer group the Compensation and Leadership Development Committee used to benchmark compensation included a number of companies with higher revenues than FuelCell Energy | ● Modified our executive compensation peer group for fiscal year 2025 to include peers with revenues more aligned with FuelCell Energy | | Use of Discretion | ● In fiscal year 2024, some stockholders expressed a preference that the Compensation and Leadership Development Committee minimize the use of discretion in its evaluation of performance under the Management Incentive Plan | ● The Compensation and Leadership Development Committee carefully considers the use of discretion in the context of its broader pay-for-performance philosophy, balancing its retentive purpose in certain, judicious instances with associated risks. The Committee did not exercise discretion in evaluating fiscal year 2024 under the Management Incentive Plan. The Committee exercised negative discretion in fiscal year 2025 as further discussed in the “Fiscal Year 2025 Operational Milestones and Strategic Enablers” section below. | | Compensation | ● In fiscal year 2024, some stockholders expressed concern regarding the increase in the grant date fair value of the CEO’s equity awards in 2023. Some stockholders also expressed concern regarding executive salary increases and a lack of correlation to total stockholder return | ● Implemented a salary freeze in fiscal year 2024, such that there was no increase to CEO and other NEO base salaries in fiscal year 2025 ● The aggregate grant date fair value of Fiscal Year 2025 target Long-Term Incentive Plan awards for the CEO and other NEOs were reduced to approximately 47% or less of the prior year’s target awards ● Reduced the ability of the CEO to approve equity awards for recognition or retention purposes for non-executive employees from $100,000 to $25,000 |

  125. Company Response to 2024 and 2025 Say-on-Pay Vote Results

    | Performance Unit Plan Design | ● In fiscal year 2025, one institutional stockholder expressed concern that the performance measurements for the performance stock units (“PSUs”) were not aggressive enough and that the Company’s total stockholder return (“TSR”) was being measured relative to the TSR of the Russell 2000 Index | ● For the PSUs granted in November 2025 (the “2026 PSUs”), the Compensation and Leadership Development Committee determined to use absolute TSR instead of relative TSR (compared to the Russell 2000 Index) as the performance standard. This new standard targets a 35% annualized appreciation in the value of our common stock. The performance target for the 2026 PSUs demonstrates rigor as compared to one-year, three-year, five-year, and 10-year total returns from various broader market indices through the end of our fiscal year 2025. This is further discussed in the “Long-Term Incentive Compensation” section of this Proxy Statement on page 55. | | Say-on-Pay Results | ● In fiscal year 2025 two institutional stockholders inquired as to the Company’s view of the low say-on-pay voting results given that they had voted “For.” | ● We explained the stockholder dynamics over the past two years, which have impacted voting. This includes low vote turnout due to the large retail stockholder base, institutions having shares out on loan and one large European stockholder that voted “Against” (but did not engage with the Company). These dynamics are further discussed above. |

  126. Fiscal Year 2025 Compensation Mix for NEOs

    Fiscal Year 2025 Compensation Mix for NEOs Our compensation mix for fiscal year 2025 was significantly performance-based and tied to increasing stockholder value as demonstrated by the following charts. We target a compensation mix for our NEOs weighted heavily towards variable or “at risk” compensation, including short-term cash incentives and long-term incentive compensation in the form of equity awards, to align the compensation of our NEOs with our performance and the interests of our stockholders. For the purposes of these charts, base salary reflects the base salary in effect for our CEO and our other NEOs as of January 1, 2025, and the annual cash incentive amounts are based on target amounts. Long-term incentive compensation amounts (which fall under “Equity Compensation” in the charts below) are based on the grant date fair value of awards. The “Other NEOs” chart reflects average values for all of the NEOs other than our CEO. Total Compensation Mix

  127. Fiscal Year 2025 Compensation Mix for NEOs

    Equity Compensation Award Mix Equity compensation for fiscal year 2025 was comprised of performance stock units and time-based RSUs, with a compensation mix that heavily emphasized performance-based compensation as illustrated in the charts below. The values in the charts below reflect the target value of the performance stock units granted to our CEO and our other NEOs and the grant date fair value of the time-based RSUs granted during fiscal year 2025 to our CEO and our other NEOs. The “Other NEOs” chart below reflects average values for the NEOs other than our CEO.

  128. Fiscal Year 2025 Compensation Mix for NEOs

    | What We Do: | | | | Maintain an Independent Compensation and Leadership Development Committee — Our Compensation and Leadership Development Committee consists solely of independent directors who establish our compensation practices. | | | Retain an Independent Compensation Advisor — Our Compensation and Leadership Development Committee has engaged its own compensation consultant to provide information, analysis and other advice on executive compensation independent of management. | | | Annual Executive Compensation Review — At least once a year, our Board conducts a review of our compensation strategy, and during fiscal year 2025, we did an in-depth review of our compensation program and updated our peer group for purposes of evaluating compensation and making compensation decisions for fiscal year 2025. | | | Compensation At-Risk — Our executive compensation program is designed so that a significant portion of the compensation of our executive officers is “at risk” based on corporate performance, to align the interests of our executive officers and stockholders. This “at risk” compensation includes the performance-based equity awards made in fiscal year 2025, which are discussed in additional detail below. | | | Stock Ownership Guidelines — We maintain minimum stock ownership guidelines and stock holding requirements applicable to our executive officers and the non-employee independent members of our Board. As of October 31, 2025, each of our executive officers had either satisfied such guidelines or had time remaining to do so under the guidelines. Our minimum stock ownership guidelines are discussed in additional detail on page 25 of this Proxy Statement. | | | Compensation Recovery (“Clawback”) Policies — In fiscal year 2023, we adopted two new executive compensation recovery policies. The policies are discussed in additional detail on page 25 of this Proxy Statement. | | | Conduct an Annual Stockholder Advisory Vote on NEO Compensation — We conduct an annual stockholder advisory vote on the compensation of our NEOs. Our Board considers the results of this advisory vote during its deliberations on executive compensation. Historically, our say-on-pay proposals have received solid stockholder support, with an average voting support of 83% from 2020 to 2023. At our 2024 Annual Meeting of Stockholders, however, our say-on-pay proposal received the support of approximately 48% of the votes cast by stockholders. At our 2025 Annual Meeting, our say-on-pay proposal received the support of approximately 55% of the votes cast by stockholders. We believe that these low vote totals may have been partially due to a change in stockholders dynamics discussed in the section entitled “Say-on-Pay Results and Focus on Stockholder Engagement” on page 38 of this Proxy Statement. The Compensation and Leadership Development Committee continues to consider input from stockholders in making compensation decisions and reviewing executive compensation programs and policies. At our Annual Meeting of Stockholders in 2023, in keeping with the recommendation of our Board, our stockholders expressed a preference that future advisory stockholder votes to approve the compensation of our NEOs be held on an annual basis and, as previously disclosed, our Board determined to hold an advisory vote to approve the compensation of our NEOs every year. | | | Compensation-Related Risk Assessment — We conduct regular risk assessments of our compensation programs and practices We structure our executive compensation programs to try to minimize the risk of inappropriate risk-taking by our NEOs. | | | “Double-Trigger” Change in Control Arrangements — We have established “double-trigger” change-in-control severance agreements with each of our actively serving NEOs. |

  129. Fiscal Year 2025 Compensation Mix for NEOs

    | What We Do Not Do: | | | | No Guaranteed Bonuses — We do not provide guaranteed annual bonuses to our executive officers. | | | No Defined Benefit Retirement Plans — We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our NEOs other than arrangements that are available generally to all employees. Our actively serving NEOs are eligible to participate in our 401(k) retirement plan on the same basis as our other employees. | | | No Tax Gross-Ups — We do not offer our NEOs any tax “gross-ups”. | | | No Stock Option Re-pricing — We do not permit options to purchase shares of our common stock to be repriced to a lower exercise price without the approval of our stockholders. | | | No Hedging or Pledging — Our Insider Trading Policy prohibits all Directors, officers (including, but not limited to, our currently serving NEOs) and other employees from engaging in hedging or other speculative trading and prohibits Directors and officers (including, but not limited to, our currently serving NEOs) from pledging their shares. |

  130. Fiscal Year 2025 Compensation Mix for NEOs

    | | Compensation Component | Purpose | | FIXED | Base Salary Paid in cash | ● Provide fixed cash compensation based on competitive market data for specific position responsibilities; pay levels reflect scope of job, industry experience and the executive’s performance. ● Enable the Company to attract, develop and retain critical executive talent. | | AT RISK | Annual or Short-Term Incentives Paid — to the extent that performance goals are achieved — annually in cash under the Management Incentive Plan or MIP | ● Focus executive officers on achieving results-oriented short-term performance goals that align with the Company’s annual operating plan and result in long-term value creation. | | | Long-Term Incentives Paid — to the extent vesting criteria are met — under the Long-Term Incentive (LTI) Plan in equity | ● Provide strong linkage between participants’ and stockholders’ long-term interests. The 2025 LTI Plan is performance-based with 50% of the shares awarded tied to performance of the Company’s common stock. ● Focus our executive officers on longer-term performance goals that strongly align with and drive stockholder value creation, as well as support the Company’s leadership retention strategy. |

  131. Fiscal Year 2025 Compensation Mix for NEOs

    | 1 | 2 | 3 | | The Compensation and Leadership Development Committee reviews the base salary, target annual incentive award, long-term incentive award and target total direct compensation opportunity (which represents the sum of these three elements) for each of the NEOs annually. | The CEO makes recommendations to the Compensation and Leadership Development Committee for annual increases in base salary, the annual incentive award payments and long-term incentive awards for each of the NEOs (other than with respect to his own compensation), taking into account the recommendations of the Compensation and Leadership Development Committee’s independent compensation consultant. | The Compensation and Leadership Development Committee has the final authority to approve annual increases in base salary, annual incentive award payments and long-term equity incentive awards for the NEOs other than the CEO, whose compensation is approved by the independent members of our Board. |

  132. Fiscal Year 2025 Compensation Mix for NEOs

    operational performance, and progress toward sustained profitability. The Compensation and Leadership Development Committee reviews, challenges, and approves these objectives. Following the completion of the fiscal year, incentive funding and individual awards are determined based on actual performance against these approved objectives, with final approval by the Compensation and Leadership Development Committee and, for the CEO, solely by the independent members of the Board. In determining compensation outcomes for the NEOs, the Compensation and Leadership Development Committee exercises independent judgement, informed by input from the CEO (other than with respect to his own compensation). The Compensation and Leadership Development Committee evaluates individual performance, scope of responsibility, experience, leadership impact, and execution against approved objectives, while also considering prior compensation decisions and long-term incentive alignment. Importantly, compensation decisions are made within the context of the Company’s financial performance, stockholder experience, and stage of business transformation, with an emphasis on pay-for-performance and restraint during periods of underperformance. Since 2019, the Compensation and Leadership Development Committee has retained Meridian, an independent compensation consulting firm, to provide objective market data, peer benchmarking, and advisory support. For fiscal year 2025, Meridian advised the Compensation and Leadership Development Committee on our executive compensation program, our peer group composition, competitive positioning, and evolving market practices. Meridian’s analyses inform, but do not determine, the Compensation and Leadership Development Committee’s compensation decisions. After consideration of the factors set forth under the applicable SEC rules and Nasdaq Marketplace Rules, the Compensation and Leadership Development Committee has concluded that Meridian’s services do not present any conflicts of interest and that Meridian operates independently from management in the performance of its advisory role. Competitive Positioning We periodically perform a competitive market analysis of our executive and Director compensation programs to ensure that the total compensation packages of our executive officers and the non-employee members of our Board are within a reasonably competitive range. In connection with its fiscal year 2025 compensation actions and decisions, the Compensation and Leadership Development Committee considered a competitive market analysis that was prepared by Meridian at the end of fiscal year 2024.

  133. Competitive Market Analysis

    Competitive Market Analysis In September 2024, Meridian conducted a competitive market analysis that was used by the Compensation and Leadership Development Committee in connection with its executive and non-employee Director compensation decisions for fiscal year 2025. To develop an understanding of the competitive marketplace, the Compensation and Leadership Development Committee reviewed the executive compensation practices of a group of similarly situated publicly traded companies (the “Peer Group”) based on compensation data gathered from publicly available filings. The Compensation and Leadership Development Committee and Meridian reviewed and considered factors such as operating size, revenue, valuation, margins, growth and stockholder returns alongside business model comparability in determining the Peer Group to be utilized in making compensation decisions for fiscal year 2025. The 2025 Peer Group was selected based on the evaluation of all these factors and consisted of the following 17 companies:

  134. Competitive Market Analysis

    | Altus Power, Inc. | Energy Vault Holdings, Inc. | | American Superconductor Corporation | Montauk Renewables, Inc. | | Aspen Aerogels, Inc. | NuScale Power Corporation | | Beam Global | Plug Power, Inc. | | Ballard Power Systems, Inc. | Shoals Technologies Group, Inc. | | Blink Charging Co. | Stem, Inc. | | ChargePoint Holdings, Inc. | Tigo Energy, Inc. | | Clean Energy Fuels Corp. | Vicor Corporation | | Energy Recovery, Inc. | |

  135. Competitive Market Analysis

    When developing our Peer Group to be used for fiscal year 2025, the Compensation and Leadership Development Committee noted that the clean technology energy sector, an emerging business sector, is a unique space with a relatively small number of similar competitors. In addition, the uniqueness of fuel cell electrochemistry and the relatively small number of global market participants yields

  136. Competitive Market Analysis

    | 48 | 2026 Proxy Statement | |

  137. Competitive Market Analysis

    an even smaller pool of experienced human capital among fuel cell companies. As a result, we compete to attract and retain talent among that group regardless of revenue and market capitalization. Relative to the Peer Group used for fiscal year 2024, the Compensation and Leadership Development Committee opted to remove Bloom Energy Corporation, the largest prior peer with respect to annual revenue, from the Peer Group to be used for fiscal year 2025. The Compensation and Leadership Development Committee also decided to add American Superconductor Corporation, Beam Global and Tigo Energy, Inc. to the Peer Group to be used for fiscal year 2025. The Compensation and Leadership Development Committee was cognizant of stockholder feedback relating to the presence of companies larger than our own when making these additions, which bolstered the overall Peer Group size while positioning median revenue and market cap closer to our own. At the time of selection of the Peer Group to be used for fiscal year 2025, we ranked 16th out of 18 companies (17 Peer Group companies plus FuelCell Energy) for annual revenue and 13th out of 18 for market capitalization. The Compensation and Leadership Development Committee uses the market analysis as a reference point to ensure that our executive compensation program is competitive with market practice. In the case of each executive officer, the Compensation and Leadership Development Committee compares the overall compensation of each individual against the compensation data developed through the market analysis, if his or her position is sufficiently similar to the positions identified in the data to make the comparison meaningful. Importantly, the Compensation and Leadership Development Committee reviews a full array of competitive market data rather than isolating and targeting a particular percentile with respect to any portion of the executives’ pay. This holistic approach to consideration of market data safeguards against the risk of providing targeted compensation opportunities that outpace our current size or value. Ultimately, the Compensation and Leadership Development Committee’s decisions with respect to each executive’s total compensation, and each individual compensation element, are based in large part on its assessment of Company and individual performance as well as other factors, such as internal equity. Fixed Compensation

  138. Bonuses

    Bonuses The Compensation and Leadership Development Committee may, from time to time, grant discretionary bonuses. In fiscal year 2025, no discretionary bonuses were paid. Variable Compensation

  139. Annual Incentive Compensation

    Annual Incentive Compensation All salaried exempt employees, including our executive officers, are eligible to participate in our annual cash bonus plan, which we refer to as the Management Incentive Plan or the MIP. The MIP is intended to motivate employee performance in, and align compensation levels with, the achievement of our annual business objectives. The target annual incentive award opportunities for each NEO (expressed as a percentage of base salary) under the MIP were originally established in each of their respective employment agreements and are reviewed periodically by the Compensation and Leadership Development Committee. For fiscal year 2025, the independent members of the Board, at the recommendation of the Compensation and Leadership Development Committee, approved a target annual incentive award opportunity of 115% (as a percentage of base salary) for Mr. Few, which is the same as his target annual incentive award opportunity for fiscal year 2024. In addition, for fiscal year 2025, the Compensation and Leadership Development Committee approved a change in the target annual incentive award opportunity for Mr. Achanta from 50% to 60% (as a percentage of base salary) in connection with his promotion to Executive Vice President, Chief Product and Technology Officer of the Company. The Compensation and Leadership Development Committee also approved target annual incentive award opportunities of 70% for Messrs. Bishop, Lisowski and Feasel and 60% for Mr. Dolger, which are the same as the target annual incentive award opportunities for these NEOs for fiscal year 2024. The actual amount of annual cash compensation earned under the MIP each year by our NEOs may be more or less than the target amount depending on our performance against a set of pre-established Company operational milestones (which represent 75% of their target annual incentive award opportunity) and a set of pre-established Company strategic enablers (which represent the remaining 25% of their target annual incentive award opportunity). In addition, the Compensation and Leadership Development Committee retains the right to exercise its discretion to adjust the size of potential award payments as it deems appropriate to take into account factors that enhance or detract from results achieved relative to the Company’s operational milestones and strategic enablers. The Compensation and Leadership Development Committee believes that linking the annual incentive awards for the NEOs to Company operational milestones and strategic enablers creates a performance-based compensation opportunity that furthers stockholder interests. The Compensation and Leadership Development Committee further believes that retaining the ability to exercise discretion reduces the risk that executives will overemphasize performance on the pre-established objectives to the detriment of the Company’s overall performance and allows the Compensation and Leadership Development Committee to ultimately conduct a more fulsome performance assessment that recognizes industry-specific and broader macroeconomic trends that have impacted the business and the Company’s opportunities and performance during the course of the year. The operational milestones and strategic enablers on which the 2025 MIP awards were based, as well as our performance with respect to such milestones and initiatives, are discussed below. Fiscal Year 2025 Operational Milestones and Strategic Enablers For fiscal year 2025, the pre-established Company operational milestones and strategic enablers were intended to further advance our business and strategic objectives while dealing with the realities of the current market environment.

  140. Operational Milestones (75% weighting)

    For each operational milestone, a threshold level was set in order to qualify for 50% of the target payout and a maximum was set which capped the bonus potential at 200% of the target payout. Between threshold and target and between target and maximum there are additional incremental levels associated with 75% and 150% of target payouts, respectively. Relative to fiscal year 2024, the Compensation and Leadership Development Committee increased the weightings for the secure new orders/backlog and unrestricted cash operational milestones from 25% each to 30% each, introduced the new generation and service revenues operational milestone with a 30% weighting, reduced the Adjusted EBITDA operational milestone from 15% weighting to 10% weighting and removed a total reportable injury rate operational milestone that had 15% weighting. These year-over-year changes improved alignment between our operational milestones and fiscal year 2025 operational priorities.

  141. Strategic Enablers (25% weighting)

    | | | Threshold | Target | Maximum | | Category | Weighted | | | Category | Achievement | Achievement | Achievement | Company Actual | Payout | Payout | | Milestone | Weighting | (50%) | (100%) | (200%) | Achievement | Percentage | Percentage | | Secure New Backlog | 30% | $150 million | $200 million | $300 million | $204.3 million | 104% | 31% | | Achieve FY End Unrestricted Cash Target(1) | 30% | $170 million | $200 million | $275 million | $278.1 million | 200% | 60% | | Achieve Generation and Service Revenue Target | 30% | $67.7 million | $75 million | $77.6 million | $68.4 million | 55% | 17% | | Achieve Adjusted EBITDA(2)(3) — Percent Deviation from Budget | 10% | (20)% | 0% | 20% | (12)% | 58% | 6% | | | 100% | | | | | | 113% |

  142. Strategic Enablers (25% weighting)

    | | business plan and appropriately incentivize the management team. During fiscal year 2025, we secured new backlog in strategic markets including: (i) continuing to re-enter the Asian market with a contract for the sale of eight replacement fuel cell modules and a long-term service agreement with CGN-Yulchon Generation Co., Ltd., (ii) entering into a 20-year power purchase agreement with Eversource and United Illuminating, pursuant to which we will build and operate a 7.4 MW carbonate fuel cell power plant in Hartford, Connecticut, (iii) increasing the value of a purchase order from Esso Nederland B.V. (“Esso”), an affiliate of ExxonMobil Technology and Engineering Company, for fuel cell modules as well as engineering, procurement, fabrication, testing and delivery services required for the construction and implementation of the modular point source carbon capture pilot plant at the Esso refinery located in Rotterdam, Netherlands, and (iv) entering into engineering studies with certain customers to develop product concepts. These contracts, purchase orders, and engineering studies added $204.3 million to our backlog during fiscal year 2025 compared to our $200 million target achievement level. As a result, the Compensation and Leadership Development Committee determined that a 31% weighted payout percentage was achieved for this milestone. | | Achieve FY End Unrestricted Cash Target | It is strategically important for the Company to maintain a strong cash balance to fund future growth plans, including capital expenditures and research and development with the goal of accelerating the development of our core carbonate fuel cell platform and our solid oxide electrolysis platform. We established a target achievement level of $200 million of unrestricted cash by the end of fiscal year 2025. The Compensation and Leadership Development Committee recognized that the “Achieve FY End Unrestricted Cash Target” target achievement level was less than the Company’s actual result of $257.3 million of unrestricted cash and short-term investments as of October 31, 2024 (which fell short of the fiscal year 2024 target achievement level of $300 million). The Compensation and Leadership Development Committee decreased the target achievement level for fiscal year 2025 compared to the prior fiscal year because there is a financing element included in achieving the fiscal year-end target. The target achievement level was expected to include (and includes) net proceeds from sales of common stock. Given our market capitalization and stock price at the beginning of the fiscal year, coupled with the market realities discussed above, the Compensation and Leadership Development Committee sought to balance dilution to existing stockholders with ensuring the Company had adequate liquidity to fund its business plan in establishing the “Achieve FY End Unrestricted Cash Target” target achievement level for fiscal year 2025. It was determined that a target achievement level of $200 million for fiscal year 2025 was adequate to execute on the Company’s business plan. During fiscal year 2025, we raised $185.7 million of net proceeds from sales of our common stock and $4.0 million of contributions received from the sale of a noncontrolling interest in connection with tax equity financings. We also began fiscal year 2025 by continuing with planned investments in capital assets and research and development to commercialize our solid oxide electrolysis platform. With the challenges in our target markets for our solid oxide platform technology, we reduced capital spending during the fiscal year, implemented workforce reductions to ensure we maintained a strong cash balance and refocused our business around our core carbonate fuel cell platform, with a focus on emerging data center opportunities. We ended the fiscal year with total unrestricted cash of $278.1 million, which was $3.1 million above the maximum achievement level of $275 million. As a result, the Compensation and Leadership Development Committee determined that a 60% weighted payout percentage was achieved for this milestone. | | Achieve Generation and Service Revenue Target | Achieving consistent revenue from our generation and service portfolios is key to keeping our customers satisfied as well as achieving our fiscal year 2025 budget. As of October 31, 2024, our generation backlog totaled $841.4 million and our service backlog totaled approximately $174.2 million, for a cumulative total of approximately $1.0 billion. Accordingly, the Compensation and Leadership Development Committee added this new operational milestone for fiscal year 2025 to ensure management’s continued focus on the customer experience and achieving recurring revenue targets. We ended fiscal year 2025 with total generation and service revenue of approximately $68.4 million, which was $6.6 million below the target achievement level but above the threshold achievement level. The lower-than-targeted results were primarily due to lower generation revenues as a result of downtime and repairs at key sites. As a result, the Compensation and Leadership Development Committee determined that a 17% weighted payout percentage was achieved for this milestone. |

  143. Strategic Enablers (25% weighting)

    | Achieve Adjusted EBITDA – Percent Deviation from Budget | Achieving financial results within acceptable variances of our budget is a key target for management to ensure operating financial performance. We use Adjusted EBITDA as a financial measure to evaluate operating performance. (For information regarding the calculation of Adjusted EBITDA, see Annex A to this Proxy Statement.) For this measure, we established a target achievement level equal to our fiscal year 2025 budget of Adjusted EBITDA of approximately $(66.6) million. We ended the fiscal year with Adjusted EBITDA of approximately $(74.4) million, which was a negative 12% deviation from the target achievement level but above the threshold achievement level. The lower-than-targeted results were primarily due to lower generation margin from reduced revenue and a different service profile than originally anticipated. We partially offset this unfavorable impact to Adjusted EBITDA during the fiscal year by significantly reducing operating expenses through the implementation of restructuring actions. As a result, the Compensation and Leadership Development Committee determined that a 6% weighted payout percentage was achieved for this milestone. |

  144. Strategic Enablers (25% weighting)

    | | | Percentage of | Weighted Payout | | Initiative | Weight | Target Achievement | Percentage | | Simplified Product Portfolio | 33% | 100% | 33% | | Commercialization of Solid Oxide Platform | 33% | 100% | 33% | | Launch Carbon Recovery Product | 34% | 75% | 26% | | | 100% | | 92% |

  145. Strategic Enablers (25% weighting)

    | | We completed these objectives during the fiscal year as follows: (i) a “module +” strategy was developed whereby we will focus on our core fuel cell and electrolysis competencies and work with partners to develop, commercialize and market the balance of system as the hydrogen ecosystem grows, (ii) established both engineering and commercial partnerships for large scale SOEC development, and (iii) shipped the SOEC demonstration unit to INL in January 2025 and began commissioning and hydrogen production from this unit. After reviewing the results of these objectives, the Compensation and Leadership Development Committee determined that a 33% weighted payout percentage was achieved for this strategic enabler. Achievement 100% → Weighted payout 33%. | | Launch carbon recovery product | We believe one of the unique attributes of our molten carbonate fuel cell technology is the ability to separate and recover carbon dioxide, which we believe has significant market potential including within the food and beverage industry. The goal of this strategic enabler was to demonstrate the carbon recovery capabilities of our molten carbonate fuel cell technology. Activities planned for fiscal year 2025 under this strategic enabler included: (i) engineering, manufacture and commissioning of a carbon recovery system at our Torrington, CT facility, and (ii) a food and beverage grade validation and taste test passed by October 2025. We successfully completed the installation and demonstrated that the system can produce food and beverage grade CO₂ through multiple validation tests during the fiscal year. Overall, at least 5,000 kg of CO₂ has been produced and stored onsite. Independent testing confirmed compliance with ISBT beverage-grade specifications. Trace chemical and microbial analyses showed impurities well below limits. These results validated the technical feasibility of our carbon recovery process. We chose not to proceed with the taste test given our current focus on data center market opportunities. As a result, the Compensation and Leadership Development Committee determined that a 26% weighted payout percentage was achieved for this strategic enabler, due to delays that prevented us from meeting our original schedule and our decision not to proceed with the taste test. Achievement 75% → Weighted payout 26%. |

  146. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term incentive compensation, in the form of equity awards, to motivate and reward executive officers for effectively executing longer-term strategic and operational objectives. The value of these equity awards is based on the value of our common stock, and these awards help align the interests of our executive officers with those of the Company’s stockholders. For fiscal year 2025, our long-term incentive plan for each executive officer was comprised of performance stock units (“PSUs”) and time-based RSUs. The Compensation and Leadership Development Committee elected to use PSUs because these awards reflect a balance between substantial upside potential for superior stock price performance, and decline in award size, to zero in the extreme, for performance that is below expectations, and to use RSUs because these awards foster retention through business cycles. The Compensation and Leadership Development Committee exercises its judgment in determining the size of the equity awards granted to executive officers. For each eligible executive, the Committee considers the relative value of equity awards compared to the equity awards held by other executive officers, the desired incentive mix between PSU awards and RSU awards, a compensation analysis performed by Meridian and the individual experience, skills and performance level of the executive officer. For fiscal year 2025, the Compensation and Leadership Development Committee determined to allocate 50% of long-term incentive target shares to PSUs based on relative total stockholder return (“Relative TSR”), as further described below. The remaining 50% of the long-term incentive target shares are allocated to RSUs that vest ratably over a 2-year period from the date of grant, with the number of RSUs being determined by dividing the target fair value by the average closing price of our common stock over the 60 trading days immediately preceding the date of the grant. See the Fiscal Year 2025 Grants of Plan-Based Awards table on page 61 for information regarding the actual grants made to our NEOs during fiscal year 2025. As a response to stock price and Company performance for fiscal year 2024, the aggregate grant date fair values of the fiscal year 2025 target Long-Term Incentive Plan awards for the CEO and other NEOs were reduced to approximately 47% or less of the prior year’s target awards as disclosed in the Fiscal Year 2025 Summary Compensation Table on page 60. In each of fiscal years 2023, 2024 and 2025, the Compensation and Leadership Development Committee established the performance assessment criteria for the Relative TSR PSUs (“Relative TSR PSUs”) as the TSR of the Company relative to the TSR of the Russell 2000 Index. In order to provide alignment with the relative rigor of performance goals in similar plans for companies of our size and maturity, we calibrate our awards so that matching the Russell 2000 Index composite TSR must be attained to provide a target payout. For achievement below the Index composite TSR, payouts are reduced by 0.5x the difference between the Company’s TSR and the Russell 2000 Index composite TSR. For achievement above the Index composite TSR, payouts are increased by 0.5x the difference between the Company’s TSR and the Russell 2000 Index composite TSR. The Compensation and Leadership Development Committee believes these metrics were reflective of prevalent market practice for evaluating TSR and provide a strong incentive for the Company to become a top performer relative to the TSR benchmark. In addition, these awards were capped at 200% of the target number of PSUs, and the awards were further capped at 100% of the target number of PSUs if the Company’s absolute TSR over the performance period is negative. For each award, the Company’s TSR is calculated by subtracting the Company’s beginning stock price

  147. Long-Term Incentive Compensation

    | | 2026 Proxy Statement | 55 |

  148. Long-Term Incentive Compensation

    from the ending stock price, adding any dividends during the period, and then dividing the result by the Company’s beginning stock price. “Beginning stock price” and “Ending stock price” are defined as:

  149. Long-Term Incentive Compensation

    | Fiscal Year Relative TSR PSUs | Beginning Stock Price | Ending Stock Price | | 2023 | The average closing price of the Company’s common stock over the 60 consecutive trading days ending on October 31, 2022 | The average closing price of the Company’s common stock over the 60 consecutive trading days ending on October 31, 2025 | | 2024 | The average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2023 | The average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2026 | | 2025 | The average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2024 | The average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2027 |

  150. Long-Term Incentive Compensation

    Any PSUs that are earned based on performance will be earned on the date that the Compensation and Leadership Development Committee certifies the achievement of the applicable level of relative TSR. Any PSUs that are not earned on such date shall be forfeited. PSUs earned on the basis of relative TSR performance remain subject to vesting based on continued service until the third anniversary of the grant date. In November 2025, the Compensation and Leadership Development Committee certified that Company TSR had been 36.77% for the 2023 Relative TSR PSUs, based on the methodology described above. This represented a 126.46% difference to the Russell 2000 Index Composite TSR for the same period and using the same methodology. As a result, the Compensation and Leadership Development Committee determined that a 36.77% payout percentage was achieved, and a corresponding number of 2023 Relative TSR PSUs became eligible to vest subject to continued service through December 5, 2025, at which time the awards vested. Mr. Lisowski’s payout was pro-rated to reflect the fact that his employment with the Company ended on July 4, 2025. For the 2026 PSUs, the Compensation and Leadership Development Committee determined to use Absolute TSR instead of Relative TSR as the performance standard, after considering the relative scarcity of direct competitors in the U.S. Such scarcity could introduce greater-than-intended volatility in performance outcomes and risk payout windfalls or deficits that may not be appropriately tied to underlying operational performance or the FuelCell Energy stockholder experience. This change of the PSU measurement standard was in response to stockholder feedback and the Compensation and Leadership Development Committee’s desire to establish high stock appreciation targets.

  151. Long-Term Incentive Compensation

    | 56 | 2026 Proxy Statement | |

  152. Long-Term Incentive Compensation

    Specifically, the 2026 PSUs have three separate tranches, with 33% weighting towards one-year TSR from November 1, 2025 through October 31, 2026, 33% weighting towards two-year TSR from November 1, 2025 through October 31, 2027 and 34% weighting towards three-year TSR from November 1, 2025 through October 31, 2028. The Beginning Stock Price is $7.61 (representing a 20 trading day average closing price of the Company’s common stock prior to the approval of the PSUs). The Ending Stock Prices are calculated based on the 20 trading day average closing price through such dates. For each tranche, a minimum threshold achievement of 20% annualized TSR is necessary to earn 50% of target PSUs, a target achievement of 35% annualized TSR earns 100% of target PSUs, and a maximum achievement of 50% annualized TSR earns 235% of target PSUs from that specific tranche. Once performance is certified for each tranche, a corresponding number of 2026 Absolute TSR PSUs become eligible to vest based on continued service through November 28, 2028 (subject to limited exceptions), at which time awards—to the extent that both the absolute TSR and service vesting requirements have been met—will vest. The TSR goals and payout levels are as follows:

  153. Long-Term Incentive Compensation

    | First Performance Period FY2026 (33% Weighting) | | | Second Performance Period FY2025-2027 (33% Weighting) | | | Third Performance Period FY2025-2028 (34% Weighting) | | | | Threshold (50%) | Target (100%) | Maximum (235% of Target) | Threshold (50%) | Target (100%) | Maximum (235% of Target) | Threshold (50%) | Target (100%) | Maximum (235% of Target) | | 20% TSR | 35% TSR | 50% TSR | 20% TSR | 35% TSR | 50% TSR | 20% TSR | 35% TSR | 50% TSR | | $9.13 | $10.27 | $11.42 | $10.96 | $13.87 | $17.12 | $13.15 | $18.72 | $25.68 |

  154. Long-Term Incentive Compensation

    The Compensation and Leadership Development Committee believes the strong stockholder return performance and three-year total service vesting requirements reflected in the 2026 PSUs promote alignment with stockholder value creation and support our retention objectives with pay for performance sensitivity. As illustrated below, the goals associated with the 2026 PSUs demonstrate rigor as compared to one-year, three-year, five-year, and 10-year total returns from various broader market indices through the end of our fiscal year 2025: Health and Retirement Benefits

  155. Prohibition on Option Re-Pricing and Backdating

    Prohibition on Option Re-Pricing and Backdating The Compensation and Leadership Development Committee does not re-price and has not re-priced options to purchase shares of our common stock, consistent with the Fifth Amended and Restated 2018 Omnibus Incentive Plan, which prohibits re-pricing of equity awards without stockholder approval. The grant date for each equity award is based on the date the award is approved by the Compensation and Leadership Development Committee or the independent members of our Board, as applicable. Options to purchase shares of our common stock are granted with an exercise price equal to the closing market price of our common stock on the date of grant.

  156. Equity Grant Policy

    Equity Grant Policy The Compensation and Leadership Development Committee reviews the Company’s Equity Grant Policy annually. Under this Policy, all equity awards to the CEO require approval by the independent directors of the Board. The Compensation and Leadership Development Committee may otherwise grant equity awards to any eligible employee, consultant, advisor, or director. The Board has delegated limited authority to the CEO to grant equity awards within strict parameters, excluding equity awards to Senior Vice Presidents or officers subject to Section 16 of the Exchange Act and equity awards that are performance-based awards. The CEO may also approve retention or special recognition awards from a pool authorized by the Committee, subject to annual limits. All equity awards comply with our incentive plan and the terms of the Policy, including grant date and vesting requirements.

  157. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Compensation and Leadership Development Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee does not take into account material non-public information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  158. Compensation Risk Assessment

    | | | | | Non-Equity | | | | | | | | Incentive Plan | All Other | | | | | Salary | Stock Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | | Jason Few | 2025 | 582,036 | 1,420,380 | 686,376 | 63,933 | 2,752,725 | | President and | 2024 | 579,306 | 3,020,681 | 535,473 | 30,183 | 4,165,643 | | Chief Executive Officer | 2023 | 564,480 | 3,732,622 | 480,960 | 33,259 | 4,811,321 | | Michael S. Bishop | 2025 | 445,982 | 551,826 | 325,566 | 15,825 | 1,339,199 | | Executive Vice President, | 2024 | 441,987 | 1,173,545 | 249,750 | 17,317 | 1,882,599 | | Chief Financial Officer and Treasurer | 2023 | 434,650 | 848,324 | 235,671 | 16,099 | 1,534,743 | | Shankar Achanta | 2025 | 400,000 | 303,500 | 251,400 | 15,459 | 970,359 | | Executive Vice President, | 2024 | — | — | — | — | — | | Chief Product and Technology Officer | 2023 | — | — | — | — | — | | Joshua Dolger | 2025 | 385,018 | 303,500 | 242,562 | 15,605 | 946,685 | | Former Executive Vice President, | 2024 | 382,376 | 645,391 | 184,809 | 15,256 | 1,227,831 | | General Counsel and Corporate Secretary | 2023 | 369,083 | 652,557 | 171,532 | 14,425 | 1,207,597 | | Michael J. Lisowski | 2025 | 431,843 | 446,177 | 280,000 | 132,961 | 1,290,981 | | Former Executive Vice President, | 2024 | 373,188 | 645,391 | 196,734 | 12,304 | 1,227,617 | | Strategic Partnerships | 2023 | 413,809 | 848,324 | 224,371 | 12,660 | 1,499,164 | | Mark Feasel | 2025 | 399,603 | 306,643 | 135,517 | 183,255 | 1,025,018 | | Former Executive Vice President and | 2024 | 385,732 | 645,391 | 216,828 | 16,242 | 1,264,193 | | Chief Commercial Officer | 2023 | 377,354 | 848,324 | 204,604 | 15,759 | 1,446,041 |

  159. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

    Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

  160. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

    | | | | Termination without | | | | | Cause or Resignation | | | | | for Good Reason | | | Termination without | | Following Change | | | Cause or Resignation | Death or | in Control of | | | for Good Reason | Disability | the Company | | Executive Payments and Benefits(1) | ($)(2) | ($)(2) | ($)(2) | | Accelerated vesting: | | | | | Stock options | — | — | — | | Restricted Shares/Stock Units(3) | 287,373 | — | 1,742,637 | | Payment for annual incentive award(4) | 582,036 | — | 582,036 | | Continued Health Insurance Premiums(5) | 32,631 | — | 65,261 | | Severance payment(4) | 1,364,072 | — | 2,528,144 | | TOTAL | 2,266,111 | — | 4,918,078 |

  161. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

    | (1) For purposes of this analysis, we have assumed that Mr. Few’s base salary is equal to $582,036, Mr. Few’s target annual bonus is $582,036 and the pro-rata vesting of all of Mr. Few’s outstanding restricted stock unit awards (including RSUs and PSUs) as reflected in the Outstanding Equity Awards at 2025 Fiscal Year-End Table on page 62 of this Proxy Statement accelerated as of October 31, 2025. These amounts reflect the terms of his compensation arrangements as approved by the independent members of our Board. |

  162. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

    | 64 | 2026 Proxy Statement | |

  163. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

    | (2) Assumes Mr. Few’s date of termination of employment was October 31, 2025. The market price of our common stock on October 31, 2025 was $8.95 per share. In addition, we have assumed that the total payments and benefits to Mr. Few in connection with a change in control of the Company would not trigger any excise taxes under Section 4999 of the Code. |

  164. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

    | (3) In the “Termination without Cause or Resignation for Good Reason” column, the value of the restricted stock unit awards and performance stock units on October 31, 2025 is based on the 10,981 restricted stock units and 21,127 performance stock units that had not vested as of October 31, 2025 at $8.95 per share. In the “Following Change in Control of the Company” column, the value of the restricted stock units and performance stock units on October 31, 2025 is based on the 86,790 restricted stock units and 107,918 performance stock units that had not vested as of October 31, 2025 at $8.95 per share. |

  165. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

    | (4) In the event Mr. Few’s employment is terminated without cause or he resigns for good reason, he is eligible to receive a severance payment equal to (i) his then-current annual base salary as of the date of termination plus (ii) his target bonus for the year of termination plus (iii) a pro-rata portion of the annual bonus amount that would have been paid but for the termination plus (iv) reasonable relocation expenses in an amount not to exceed $200,000. In the event his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company, he is eligible to receive a severance payment equal to (i) two times the amount of his then-current annual base salary plus (ii) his target bonus for the year of termination plus (iii) a pro-rata portion of the annual bonus amount that would have been paid but for the termination plus (iv) reasonable relocation expenses in an amount not to exceed $200,000. |

  166. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few

    | (5) Mr. Few is eligible to receive payment of continued health insurance for a period of 12 months upon termination of employment without cause or resignation for good reason and 24 months if termination of employment without cause or resignation for good reason occurs in connection with a change in control of the Company. The value of continued health insurance is based on the medical and dental insurance rates in effect for all employees of the Company as of October 31, 2025. |

  167. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

    Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

  168. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

    | | | | Termination without | | | | | Cause or Resignation | | | | | for Good Reason | | | Termination without | | Following Change | | | Cause or Resignation | Death or | in Control of | | | for Good Reason | Disability | the Company | | Executive Payments and Benefits(1) | ($)(2) | ($)(2) | ($)(2) | | Accelerated vesting: | | | | | Stock options | — | — | — | | Restricted Shares/Stock Units(3) | 93,724 | — | 650,146 | | Payment for annual incentive award(4) | 312,187 | — | 312,187 | | Continued Health Insurance Premiums(5) | 23,757 | — | 23,757 | | Severance payment(4) | 445,982 | — | 445,982 | | TOTAL | 875,650 | — | 1,432,071 |

  169. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

    | (1) For purposes of this analysis, we have assumed that Mr. Bishop’s compensation is as follows: a base salary equal to $445,982 and an annual incentive award equal to $312,187 based on his target bonus, and that Mr. Bishop had outstanding restricted stock unit awards as reflected in the Outstanding Equity Awards at 2025 Fiscal Year-End Table on page 62 of this Proxy Statement and target performance stock unit awards as reflected in the Fiscal Year 2025 Grants of Plan-Based Awards table on page 61 of this Proxy Statement. These amounts reflect the terms of his compensation arrangements as approved by the Compensation and Leadership Development Committee. |

  170. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

    | (2) Assumes Mr. Bishop’s date of termination of employment was October 31, 2025. The market price of our common stock on October 31, 2025 was $8.95 per share. |

  171. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

    | (3) The value of the restricted stock units and performance stock units on October 31, 2025 is based on the 3,766 restricted stock units and 6,706 performance stock units that had not vested as of October 31, 2025 at $8.95 per share. In the “Following Change in Control of the Company” column, the value of the restricted stock units and performance stock units on October 31, 2025 is based on the 32,967 restricted stock units and 39,675 performance stock units that had not vested as of October 31, 2025 at $8.95 per share. |

  172. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

    | (4) In the event Mr. Bishop’s employment is terminated without cause or he resigns for good reason, he is eligible to receive a severance payment equal to his annual base salary and initial target annual incentive award opportunity. In the event his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company, he is eligible for a severance payment equal to his annual base salary and initial target annual incentive award opportunity. |

  173. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

    | (5) Mr. Bishop is eligible to receive payment of continued health insurance for a period of twelve months in the event his employment is terminated without cause or he resigns for good reason and 12 months if his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company. The value of continued health insurance is based on the medical and dental insurance rates in effect for all employees of the Company as of October 31, 2025. |

  174. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop

    | | 2026 Proxy Statement | 67 |

  175. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

    Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

  176. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

    | | | | Termination without | | | | | Cause or Resignation | | | | | for Good Reason | | | Termination without | | Following Change | | | Cause or Resignation | Death or | in Control of | | | for Good Reason | Disability | the Company | | Executive Payments and Benefits(1) | ($)(2) | ($)(2) | ($)(2) | | Accelerated vesting: | | | | | Stock options | — | — | | | Restricted Shares/Stock Units(3) | 12,056 | — | 259,908 | | Payment for annual incentive award(4) | 240,000 | — | 240,000 | | Continued Health Insurance Premiums(5) | 29,920 | — | 29,920 | | Severance payment(4) | 400,000 | — | 400,000 | | TOTAL | 681,976 | | 929,828 |

  177. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

    | (1) For purposes of this analysis, we have assumed that Mr. Achanta’s compensation is as follows: a base salary equal to $400,000 and an annual incentive award equal to $240,000 based on his target bonus, and that Mr. Achanta had outstanding restricted stock unit awards as reflected in the Outstanding Equity Awards at 2025 Fiscal Year-End Table on page 62 of this Proxy Statement and target performance stock unit awards as reflected in the Fiscal Year 2025 Grants of Plan-Based Awards table on page 61 of this Proxy Statement. These amounts reflect the terms of his compensation arrangements as approved by the Compensation and Leadership Development Committee. |

  178. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

    | (2) Assumes Mr. Achanta’s date of termination of employment was October 31, 2025. The market price of our common stock on October 31, 2025 was $8.95 per share. |

  179. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

    | (3) The value of the restricted stock units and performance stock units on October 31, 2025 is based on the 1,347 restricted stock units. In the “Following Change in Control of the Company” column, the value of the restricted stock units and performance stock units on October 31, 2025 is based on the 16,540 restricted stock units and 12,500 performance stock units that had not vested as of October 31, 2025 at $8.95 per share. |

  180. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

    | (4) In the event Mr. Achanta’s employment is terminated without cause or he resigns for good reason, he is eligible to receive a severance payment equal to his annual base salary and initial target annual incentive award opportunity. In the event his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company, he is eligible for a severance payment equal to his annual base salary and initial target annual incentive award opportunity. |

  181. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

    | (5) Mr. Achanta is eligible to receive payment of continued health insurance for a period of twelve months in the event his employment is terminated without cause or he resigns for good reason and 12 months if his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company. The value of continued health insurance is based on the medical and dental insurance rates in effect for all employees of the Company as of October 31, 2025. |

  182. Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Achanta

    CEO Pay Ratio

  183. CEO Pay Ratio — 31:1

    CEO Pay Ratio — 31:1 Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). Our Company’s PEO is Mr. Jason Few. The purpose of this disclosure is to provide a measure of the equitability of pay within the organization. The Compensation and Leadership Development Committee believes its compensation philosophy and program must be fair, competitive and internally equitable to motivate our executives to perform in ways that enhance stockholder value. As a result of the rules under the Dodd-Frank Act, the Compensation and Leadership Development Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  184. CEO Pay Ratio — 31:1

    | 68 | 2026 Proxy Statement | |

  185. CEO Pay Ratio — 31:1

    To identify our median employee in fiscal year 2025, we calculated the annual target total direct compensation for fiscal year 2025 of each employee as of October 31, 2025 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). For these purposes, annual target total direct compensation included each employee’s (a) base salary for the fiscal year, (b) target cash incentive opportunity and (c) the grant date value of equity awards received during the fiscal year. We selected this “consistently applied compensation measure”, or CACM, because it reflects our primary compensation elements across our employee population. All amounts were annualized for permanent employees who did not work for the entire fiscal year. We did not apply any cost-of-living adjustment as part of the calculation. Further, in identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable exchange rate as of October 31, 2025. To identify our median compensated employee for fiscal year 2025, we: (i) calculated the annual target total direct compensation described above for each of our employees, (ii) ranked all of our employees (other than the CEO) by such compensation from lowest to highest and (iii) identified the employee who ranked number 212 on the list of 424 employees. We then calculated the annual fiscal year 2025 total compensation for our median compensated employee using the same methodology used for our CEO as set forth in the Fiscal Year 2025 Summary Compensation Table. Next, in accordance with the rules set forth in Item 402(u) of Regulation S-K promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), we calculated the median employee’s annual total compensation for fiscal year 2025 in the same manner as the CEO’s annual total compensation was calculated in the Fiscal Year 2025 Summary Compensation Table. Our median employee’s annual total compensation for fiscal year 2025 was $88,005. Our CEO’s annual total compensation, as reported in the Fiscal Year 2025 Summary Compensation Table, was $2,752,725. Therefore, our CEO Pay Ratio for 2025 was approximately 31 to 1.

  186. CEO Pay Ratio — 31:1

    | | 2026 Proxy Statement | 69 |

  187. CEO Pay Ratio — 31:1

    Pay Versus Performance Disclosure In 2022, the SEC adopted rules requiring us to disclose information that compares our NEO compensation to our prescribed financial performance measures. The table below sets forth our pay versus performance disclosure in accordance with Item 402(v) of Regulation S-K. The Compensation and Leadership Development Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  188. CEO Pay Ratio — 31:1

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | | | | Average | | | | | | | | | | Summary | Average | | | | (Company | | | Summary | | Compensation | Compensation | | | | Selected | | Fiscal | Compensation | Compensation | Table Total for | Actually Paid to | | Peer | | Measure) | | Year | Table Total for | Actually Paid to | Non-PEO NEOs | Non-PEO NEOs | Company | Group TSR | Net Loss ($in | Revenue ($) | | (a) | PEO ($)(b) | PEO ($)(b)(c) | ($)(d) | ($)(d)(e) | TSR ($)(f) | ($)(g) | millions) (h) | (i) | | 2025 | 2,752,725 | 2,373,242 | 1,114,449 | 970,262 | 15 | 75 | (191,372) | 158,162 | | 2024 | 4,165,643 | 817,719 | 1,400,560 | 562,259 | 17 | 45 | (156,778) | 112,132 | | 2023 | 4,811,321 | 1,442,474 | 1,421,886 | 660,598 | 55 | 49 | (108,056) | 123,394 | | 2022 | 2,458,801 | (3,687,206) | 1,393,423 | 581,404 | 156 | 110 | (147,232) | 130,484 | | 2021 | 3,585,248 | 11,728,338 | 1,235,462 | 2,386,582 | 400 | 219 | (101,025) | 69,585 |

  189. CEO Pay Ratio — 31:1

    | (a) This statement includes five fiscal years (2021, 2022, 2023, 2024 and 2025). |

  190. CEO Pay Ratio — 31:1

    | (b) The principal executive officer (“PEO”) is Jason Few for all years shown. |

  191. CEO Pay Ratio — 31:1

    | (c) Compensation actually paid (“CAP”) to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. |

  192. CEO Pay Ratio — 31:1

    | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table (“SCT”) Total Compensation ($) | 3,585,248 | 2,458,801 | 4,811,321 | 4,165,643 | 2,752,725 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (2,641,264) | (1,306,250) | (3,732,622) | (3,020,681) | (1,420,380) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 4,073,169 | 434,375 | 900,689 | 602,364 | 1,284,586 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 6,657,887 | (1,833,203) | (142,382) | (483,437) | (195,837) | | Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | — | — | — | — | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 53,298 | (3,440,929) | (394,532) | (446,170) | (47,853) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | | — | | Compensation Actually Paid ($) | 11,728,338 | (3,687,206) | 1,442,474 | 817,719 | 2,373,242 |

  193. CEO Pay Ratio — 31:1

    | (d) The following Non-PEO NEOs are included in the average figures shown: 2021 includes Mr. Bishop, Mr. Dolger, Mr. Lisowski, Anthony Leo (the Company’s former Executive Vice President and Chief Technology Officer) and Jennifer Arasimowicz (the Company’s former Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary) and for 2022, 2023 and 2024 includes Mr. Bishop, Mr. Dolger, Mr. Lisowski, and Mr. Feasel. For 2025, the average includes Mr. Bishop, Mr. Dolger, Mr. Lisowski, Mr. Feasel, and Mr. Achanta. |

  194. CEO Pay Ratio — 31:1

    | (e) CAP to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. |

  195. CEO Pay Ratio — 31:1

    | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Non-PEO NEOs | See column (d) note above | See column (d) note above | See column (d) note above | See column (d) note above | See column (d) note above | | Average SCT Total Compensation ($) | 1,235,462 | 1,393,423 | 1,421,886 | 1,400,560 | 1,114,449 | | Less: Average Stock and Option Award Values Reported in SCT for the Covered Year ($) | (654,102) | (697,361) | (799,382) | (777,430) | (382,329) | | Plus: Average Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 939,440 | 256,623 | 187,271 | 155,030 | 292,893 | | Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 777,820 | (336,736) | (87,520) | (103,535) | (45,403) | | Average Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | — | — | — | — | | Average Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 87,963 | (34,544) | (61,657) | (112,366) | (9,348) | | Less: Average Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — | — | | Average Compensation Actually Paid ($) | 2,386,582 | 581,404 | 660,598 | 562,259 | 970,262 |

  196. CEO Pay Ratio — 31:1

    | (f) Represents our TSR calculated from October 31, 2020 for the measurement periods ending October 31 of each of 2021, 2022, 2023, 2024 and 2025, respectively. |

  197. CEO Pay Ratio — 31:1

    | 70 | 2026 Proxy Statement | |

  198. CEO Pay Ratio — 31:1

    | (g) The peer group used to calculate Peer Group TSR in column (g) is our 2025 primary compensation peer group as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement. TSR is based on the value of an initial fixed investment of $100 as of October 31, 2020 and is weighted for the market capitalization of each peer company in each applicable year. The peer group used in the prior year was from the NASDAQ Clean Edge Green Energy Total Return Index and the total TSR for the periods ending on October 31, 2021, 2022, 2023, 2024 and 2025, based on the value of an initial fixed investment of $100 in the index as of October 31, 2020, was $164, $120, $71, $72 and $100, respectively. The peer group change was made for the disclosure in this year’s proxy statement because we believe that the compensation peer group provides a more accurate benchmark for performance compared to the published index previously used. |

  199. CEO Pay Ratio — 31:1

    | (h) Reflects “Net Loss” in the Company’s audited financial statements included in the Company’s Annual Reports on Form 10-K for each of the years ended October 31, 2021, 2022, 2023, 2024 and 2025. Altus Power was excluded from this calculation because the company was acquired in April 2025. |

  200. CEO Pay Ratio — 31:1

    | (i) The Company-selected measure is “Revenue” in the Company’s audited financial statements included in the Company’s Annual Reports on Form 10-K for each of the years ended October 31, 2021, 2022, 2023, 2024 and 2025. |

  201. Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid

    Most Important Measures to Determine Fiscal Year 2025 Compensation Actually Paid As described in greater detail in the section above entitled “Compensation Discussion and Analysis”, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected to incentivize our NEOs. The four operating performance measures listed below represent the most important metrics we used to link CAP to financial performance for fiscal year 2025, as further described in the section above entitled “Compensation Discussion and Analysis”.