DEF 14A of Fuel Tech, Inc.
Filed Apr 13, 2026 · FY20250001437749-26-012157
AGENDA ITEM NO. 1 ELECTION OF DIRECTORS
AGENDA ITEM NO. 1 ELECTION OF DIRECTORS
The Nominees
The Nominees Our stockholders elect our directors on an annual basis. Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, and Dennis L. Zeitler were each Fuel Tech’s directors for its four-member Board of Directors and were elected by our stockholders at Fuel Tech’s 2025 Annual Meeting of Stockholders to serve for a one-year term expiring at the 2026 Annual Meeting. We are asking you to vote for the election of four nominees as directors of Fuel Tech at the 2026 Annual Meeting. All of the nominees were recommended by the Nominating and Corporate Governance Committee of the Board. The term of office of each director is until the next annual meeting or until a successor is duly elected or, if before, when a director resigns, retires or is removed by the stockholders. The nominees are Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, and Dennis L. Zeitler. In the opinion of the Board, with the exception of Mr. Arnone, all director nominees satisfy the independence requirements of NASD Rule 5605(a)(2). Detail concerning directors’ compensation is set out below under the captions Executive Compensation and Director Compensation. The following table sets forth certain additional information with respect to the nominees.
The Nominees
| Name | Director Since | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Vincent J. Arnone Chairman of the Board and Chief Executive Officer | 2015 | – | – | – | – | | Douglas G. Bailey | 1998 | X | X | X | Chair | | Sharon L. Jones | 2018 | X | X | Chair | X | | Dennis L. Zeitler | 2013 | X | Chair | X | X |
The Nominees
Each of the nominees identified above are the nominees of the Board for election as directors at the Annual Meeting. Biographical information, including qualifications, regarding each of the nominees is set forth below.
DIRECTORS AND EXECUTIVE OFFICERS OF FUEL TECH
DIRECTORS AND EXECUTIVE OFFICERS OF FUEL TECH Biographical information is presented below concerning nominees to our Board and our “Named Executive Officers” (or NEOs). Our NEO’s are Ellen T. Albrecht, Vincent J. Arnone and William E. Cummings, Jr.
DIRECTORS
DIRECTORS
DIRECTORS
| Vincent J. Arnone |
DIRECTORS
| Qualifications and Career Highlights: Vincent J. Arnone, 62, was appointed Chairman of the Board of Directors of Fuel Tech, Inc. on September 1, 2017. Mr. Arnone has been President and Chief Executive Officer and a director of Fuel Tech since April 1, 2015; previously he was Executive Vice President and Chief Operating Officer from January 2014 through March 2015; Executive Vice President, Worldwide Operations since September 2010; a consultant to Fuel Tech from time to time from June 2008 through August 2010; Senior Vice President, Treasurer and Chief Financial Officer of Fuel Tech from February 2006 through June 2008; Vice President, Treasurer and Chief Financial Officer from December 2003 through January 2006; and Controller and Financial Director from May 1999 through November 2003. Mr. Arnone’s key leadership roles in the management of Fuel Tech over two decades, his depth of experience regarding the establishment and execution of strategies and operational programs in a multi-national environment along with his experiential knowledge regarding financial matters contribute to the Board’s deliberations regarding the business of Fuel Tech. |
DIRECTORS
| Douglas G. Bailey |
DIRECTORS
| Qualifications and Career Highlights: Douglas G. Bailey, 75, has been a director of Fuel Tech, Inc. since April 1998. From April 2015 until his retirement from the position effective September 1, 2017, he was Executive Chairman of the Board of Fuel Tech, Inc. Also, previously, Mr. Bailey was President and Chief Executive Officer of Fuel Tech from April 2010 through March 2015, Chairman of the Board of Fuel Tech from January 2010 through March 2015, and Deputy Chairman from 2002 through December 2009. He also previously served as an employee of Fuel Tech from January 1, 2004 through December 31, 2009. Mr. Bailey has been the President of American Bailey Corporation, a closely held private equity firm, since 1984 and its Chief Executive Officer since 1996. Mr. Bailey’s past leadership and management responsibilities as Executive Chairman, and President and Chief Executive Officer of Fuel Tech informs his judgment and participation as a member of Fuel Tech’s Board. His early career began as an engineer with Foster-Miller, Inc. and at Corning, Inc. in a variety of manufacturing and marketing positions. During his subsequent business career, following the founding of ABC, Mr. Bailey, in addition to being ABC’s CEO, served as the CEO of a number of its affiliated companies, bringing to the Fuel Tech Board management ability at senior and executive management levels in a variety of industrial markets. Over the span of more than 45 years, Mr. Bailey has provided board service to a number of other companies including, for example, from 2001 to 2013, serving as a director and chairman of the compensation committee, along with being a member of the nominating and corporate governance committee, for Endocyte, Inc., a public biotechnology company acquired by Novartis AG in December 2018. Mr. Bailey also has previous service on the audit committee and as chairman of the compensation committee for Atlantis Components, Inc. Also, since 2013, he has been a director of the corporate general partner of Great Northern Properties LP and, since 2020, a director of Pocahontas Royalties LLC, affiliated entities that are private owners of substantial U.S. coal mineral rights and surface land. This gives him a broad-based understanding of the role of a board of directors and its committees, and positions him well to continue to serve on the Board. |
DIRECTORS
| Sharon L. Jones |
DIRECTORS
| Qualifications and Career Highlights: Sharon L. Jones, 66, was elected to the Board in March, 2018. Previously, Ms. Jones served as Aircraft Protection Vice President and Site Lead for Orbital ATK in 2014 and 2015. Prior to Orbital ATK’s 2014 merger with Alliant Techsystems, Inc., Ms. Jones held a variety of senior leadership positions for Alliant Techsystems, Inc., a Fortune 500 aerospace and munitions leader, including Technology Vice President (2010-2013), Manufacturing Director (2005-2010), Environmental, Safety and Security Director (2002-2005), Program Director (1998-2001) and various management positions in engineering, quality assurance and employee safety and security (1985-1989). Ms. Jones began her career as a research chemist at Dow Chemical Company in 1982. |
DIRECTORS
| Ms. Jones’ professional affiliations include membership on the board of directors of the Anoka Technical College Foundation, where she served as vice-president and president. Ms. Jones also serves as a Board director for Mallard Creek Polymers, LLC (2020 to present), and is the Chair of the Compensation Committee and a member of the Manufacturing Excellence and Safety Committee. She holds a Master’s of Business Administration degree from the University of St. Thomas, and a Bachelor’s degree in chemistry and a Master’s degree in analytical chemistry from the South Dakota School of Mines and Technology. Ms. Jones has extensive experience in strategic planning, change management and project development, having developed and implemented technical strategies for extending product life cycles and increasing operating efficiency, and collaboratively managing organizational change. Ms. Jones’ combined experience in product development, change management and implementing safety programs makes her an excellent advisor to help inform the Board’s judgment on a variety of matters. |
DIRECTORS
| Dennis L. Zeitler |
DIRECTORS
| Qualifications and Career Highlights: Dennis L. Zeitler, 77, has been a director of Fuel Tech since 2013. Mr. Dennis L. Zeitler served as Senior Vice President and Special Advisor of MSA Safety, Inc. (MSA) from September 4, 2013 to January 1, 2014. Mr. Zeitler served as Senior Vice President, Chief Financial Officer and Treasurer of MSA from June 2007 to September 2013. In his tenure at MSA, Mr. Zeitler held ever increasing positions of responsibility. His earlier positions included Treasurer; Assistant Treasurer; and Manager, Financial Services (1989-1998), Vice President and Treasurer (1998-2000), and Vice President, Chief Financial Officer and Treasurer (2000-2007). Mr. Zeitler is a highly accomplished Chief Financial Officer and executive manager, serving as MSA’s Chief Financial Officer and Treasurer for thirteen years. MSA is a global leader in the development, manufacture and supply of products that protect people’s health and safety. Mr. Zeitler has a deep understanding of all aspects of global finance for a publicly traded company. During his career with MSA, its global sales volume dramatically increased and the number of countries in which MSA operated expanded substantially. This provided Mr. Zeitler a sophisticated experiential knowledge base regarding financial and Treasury operations and business requirements in a broad array of markets and countries worldwide. In addition to his duties as Chief Financial Officer for MSA, Mr. Zeitler led MSA’s Global Pricing Strategy and Business Development teams, devising and implementing global strategies across all of MSA’s operating elements. He has significant experience dealing with the issues of growing businesses around the world. These experiences and qualifications make Mr. Zeitler an excellent addition to the Fuel Tech Board to help inform the Board’s judgment in these areas. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the role of the directors, the amount of time that directors expend in fulfilling their duties as well as the expertise required of Board members, the financial performance of Fuel Tech and the availability of shares under the Fuel Tech, Inc. 2024 Long-Term Incentive Plan.
DIRECTOR COMPENSATION IN FISCAL YEAR 2025
DIRECTOR COMPENSATION IN FISCAL YEAR 2025 The following table shows for the Fuel Tech non-employee directors all compensation paid in 2025 on account of fees and equity awards. Directors employed by Fuel Tech or its subsidiaries receive no compensation for their service as directors, and accordingly, during the time he has been employed by Fuel Tech, Mr. Arnone has not received any cash fees or equity awards for his participation on the Board. Disclosure regarding the compensation of Mr. Arnone for fiscal 2025 is contained under the caption Summary of NEO Compensation below.
DIRECTOR COMPENSATION IN FISCAL YEAR 2025
| (a) | (b) | (c) | (d) | | Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) | | Douglas G. Bailey | 55,000 | 24,751 | 79,751 | | Sharon L. Jones | 57,500 | 24,751 | 82,251 | | Dennis L. Zeitler | 60,000 | 24,751 | 84,751 |
Compensation Discussion and Analysis
Compensation Discussion and Analysis The Committee is responsible for reviewing and, to the extent provided for in the Committee’s Charter, approving in advance of implementation, all incentive plans, sales commission plans and salary actions and bonuses for Vice President level and above officers of Fuel Tech or new or incumbent employees that have base salaries in excess of $175,000 per year including the Named Executive Officers (NEOs) listed in the Summary Compensation Table below. In the case of the salary actions described below, the Committee makes recommendations to the Board, and the Board approves or rejects such salary actions. The Committee periodically reviews Fuel Tech compensation practices, including the methodologies for setting total compensation for those employees, including NEOs. As discussed in more detail below, from time to time the Committee also may supplement its exercise of business judgment in compensation matters with market information pertaining to Fuel Tech’s compensation levels against comparable companies in its industry and across multiple industries including the use of peer group data (also see Use of Peer Group section below). However, the Committee exercises its independent judgment when making decisions on compensation matters, including when rewarding individual performance. The responsibilities of the Committee are described more fully in its charter at www.ftek.com.
Compensation Elements
Compensation Elements Our executive compensation program has as a primary purpose to attract, retain and motivate the highly talented individuals whose enterprise will enable us to succeed. Typically, the key components of that program include three elements: base salary, short-term incentives and long-term incentives. Among those three elements, from year to year, when considering its goal of promoting the overall financial performance of Fuel Tech on an annual and long-term basis, the Committee’s use of the short-term and long-term incentives may vary, but when used in the compensation packages for NEOs retain the pay-for-performance characteristics described below.
Base Salary
Base Salary Base salaries requiring review by the Committee under its Charter are reviewed by the Committee on recommendation of the Chief Executive Officer and approved by the Board, except that the base salary of the Chief Executive Officer is reviewed and recommended by the Committee itself without the Chief Executive Officer being present during such deliberations or Committee voting and approved by the Board. In its performance of these activities the Committee acts in its business judgment on what it understands to be fair, reasonable and equitable compensation in view of Fuel Tech’s requirements for recruiting and retention in a highly competitive market. To assist in that determination, the Committee may refer to compensation consultant reports as to general market information and benchmarking data from a peer group of companies approved by the Committee and also:
Short Term Incentives
Short Term Incentives
Corporate Incentive Plan
Corporate Incentive Plan On March 26, 2025 and March 24, 2026, respectively, the Compensation Committee adopted a Corporate Incentive Plan (CIP) to provide all employees (excluding sales personnel such as Mr. Cummings) with the opportunity to earn an annual cash bonus based upon employee performance and Fuel Tech’s achievement of a certain level of operating income as discussed below. As such, Ms. Albrecht and Mr. Arnone were each participants in the CIP. Potential cash awards under the CIP are designed to focus employees on the achievement of both positive earnings growth for Fuel Tech as well as on their own individual performance. Both in 2026 and 2025, the CIP was structured as follows:
Corporate Incentive Plan
| ● | CIP payouts are based on Fuel Tech’s ability to realize Operating Income. For purposes of the CIP, “Operating Income” means Fuel Tech’s operating income before the impact of incentive pay (but including adjustments to reflect the payment of sales commissions), as determined by the Committee in its sole discretion. An “Incentive Pool” may be created dependent on Fuel Tech’s obtaining specified levels of Operating Income during the fiscal year. If the Incentive Pool is created, each participant will be awarded his or her designated portion of the Incentive Pool. The focus on Operating Income provided an objective measurement of Fuel Tech’s financial performance to directly tie any payout to the overall financial performance of Fuel Tech across all business lines. |
Corporate Incentive Plan
| ● | No amounts are payable under the CIP unless Fuel Tech achieves a minimum of $250,000 in Operating Income for applicable fiscal year. Accordingly, if Fuel Tech’s Operating Income financial performance for a fiscal year falls below $250,000, there is no payout under the CIP. |
Corporate Incentive Plan
| ● | If Fuel Tech generates Operating Income equal to or greater than $250,000 in a fiscal year, the percentage of Operating Income funded into the Incentive Pool equals 25% of all Operating Income. |
Corporate Incentive Plan
| ● | The aggregate size of the potential Incentive Pool may not exceed $3 million. |
Corporate Incentive Plan
| ● | The CIP contemplates that incentive payments to individual employees will be based on the amount of the Incentive Pool; the employee’s base wages for the applicable year; the employee’s target bonus factor (a percentage assigned to each employee based on such employee’s job level and contribution) and, for all employees below the level of Vice President, the employee’s achievement percentage (an overall job performance multiplier factor that can range from 0% to 100%, and represents the employee’s achievement of individual objectives in the fiscal year) . |
Corporate Incentive Plan
| ● | The target bonus factor for Mr. Arnone under the CIP is 50% of his base salary and for Ms. Albrecht, 30% of her base salary. In addition, the CIP provides that the achievement percentage assigned to Fuel Tech’s Principal Executive Officer (Mr. Arnone), the Principal Financial Officer (Ms. Albrecht), and any Vice President will automatically equal 100%. |
Corporate Incentive Plan
Because Fuel Tech failed to generate the requisite level of Operating Income, there were no cash bonuses paid under the CIP for 2025. The actual amounts of fiscal 2026 cash bonuses earned, if any, for any 2026 Named Executive Officer who is a participant in the CIP in 2026 will be reported in Fuel Tech’s proxy statement for its 2027 Annual Meeting of Stockholders.
2025 Current Objectives Plan
| ● | If Fuel Tech achieved all four current objectives by the applicable dates set forth below, a total amount of $650,000 would be set aside into the bonus pool. On the other hand, Fuel Tech achieved two of the four current objectives, a total amount of $325,000 would be set aside into the Bonus Pool. If Fuel Tech failed to achieve any of the current objectives, no funds would be set aside into the Bonus Pool. |
2025 Current Objectives Plan
| ● | For the 2025 COP, there were three steps for determining whether, and the extent to which, an annual cash incentive award is payable. First, at the beginning of the fiscal year, the Compensation Committee determined the target annual cash incentive award for such employee based on a percentage of such employee’s annual base salary for that year. Second, at the beginning of the fiscal year, the Compensation Committee established the specific company-wide performance goals that must be met in order for the employee to receive the award and the related weighting of each goal. Third, on March 24, 2026, the Compensation Committee determined whether or not these performance goals were met and the amount of the award. |
2026 Current Objectives Plan
| ● | If Fuel Tech achieves all four current objectives in 2026, a total amount of $650,000 would be set aside into the bonus pool. On the other hand, Fuel Tech achieves two of the four current objectives, a total amount of $325,000 would be set aside into the Bonus Pool. If Fuel Tech fails to achieve any of the current objectives, no funds would be set aside into the Bonus Pool. |
2026 Current Objectives Plan
| ● | For the 2026 COP, there are three steps for determining whether, and the extent to which, an annual cash incentive award is payable. First, at the beginning of the fiscal year, the Compensation Committee determined the target annual cash incentive award for such employee based on a percentage of such employee’s annual base salary for that year. Second, at the beginning of the fiscal year, the Compensation Committee established the specific company-wide performance goals that must be met for the employee to receive the award and the related weighting of each goal. Third, by March 31, 2027, the Compensation Committee will determine whether or not these performance goals were met and the amount of the award. |
Long-Term Incentives
Long-Term Incentives Fuel Tech’s long-term equity incentive awards are made pursuant to the Fuel Tech, Inc. 2024 Long-Term Incentive Plan (2024 LTIP). The purpose of the 2024 LTIP is to further the interests of Fuel Tech and its stockholders by providing long- term incentives (a) to attract and retain employees, consultants and directors who will contribute to our long-range success and (b) that align the interests of 2024 LTIP participants with those of the stockholders of Fuel Tech. The 2024 LTIP allows for a variety of types of awards that may be granted to participants in the form of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, bonuses or other forms of share-based or non-share-based awards or combinations thereof (as each of those types of awards is defined in the 2024 LTIP). Participants in the 2024 LTIP may be Fuel Tech’s directors, officers, employees, consultants or advisors (except consultants or advisors in capital-raising transactions) as the directors determine are key to the success of Fuel Tech’s business. The Company predominantly uses RSUs for equity awards for employees under the 2024 LTIP (all above described stock option awards and restricted stock unit awards collectively referred to as Equity Awards). Except for Equity Awards granted to the CEO, Equity Awards are determined by the Committee based upon recommendations from Fuel Tech’s CEO. Equity Awards for the CEO have been determined by the Committee with no participation of the CEO — the CEO is not present during the Committee’s decisional deliberations or votes pertaining to CEO Equity Awards.
2025 Executive Performance RSU Long-Term Incentive
2025 Executive Performance RSU Long-Term Incentive On March 27, 2025, the Committee authorized Fuel Tech to enter into a 2025 Executive Performance RSU Award Agreement (the 2025 Agreement) with certain officers, including its Chief Executive Officer, Chief Financial Officer and Senior Vice President, Sales (each a Participating Executive) pursuant to which each 2025 Participating Executive was provided the opportunity to earn the amount of restricted stock units (RSUs) based on Fuel Tech’s performance in 2025 and 2026 as shown in the table below. The 2025 Agreement provides for four possible RSU awards: Look-Back RSUs, Total Revenue RSUs, New Business Growth RSUs, and Operating Income Growth RSUs. Under the terms of the 2025 Agreement, a target amount of RSUs for each of the four possible RSU award components was set for each Participating Executive for 2025 and 2026, respectively. The amount, if any, of actual RSU awards to be issued is contingent on performance by the Participating Executive and Fuel Tech in the performance areas and for the measurement periods set forth in the Agreement. Look-Back RSUs: Each Participating Executive has the opportunity to earn a targeted amount of “Look-Back RSUs” based upon the Participating Executive’s individual performance during 2025 and 2026. After the completion of applicable calendar year, the Committee, in its business judgment, may approve or not approve Fuel Tech granting to each Participating Executive a number of Look-Back RSUs between zero and the targeted Look-Back RSU amount based on the Committee’s subjective, qualitative assessment of each executive’s overall performance during the applicable calendar year. No specific, individualized prospective performance goals are associated with the Look-Back RSUs for any of the Participating Executives. All such RSU grants shall otherwise be made subject to the terms of our standard RSU agreement, including a vesting schedule that provides for vesting of one-third of the granted Look-Back RSUs after the first anniversary of the grant determination date, one-third after the second anniversary date and one-third after the third anniversary date. Total Revenue RSUs: Each Participating Executive has the opportunity to earn a targeted amount of Total Revenue RSUs to be granted depending upon Fuel Tech’s revenue performance during 2025 and 2026. After the completion of 2025 and 2026, if Fuel Tech has achieved the targeted amount of total revenue ($33.8 million in 2025 and $37.18 million in 2026), the Participating Executive will be granted 100% of his or her target Total Revenue RSUs for the applicable year. If Fuel Tech achieves 90% of the targeted amount of total revenue in any applicable calendar year, the Participating Executive will be granted 50% of his or her target Total Revenue RSUs for the applicable year. If Fuel Tech achieves revenue in between the targeted Total Revenue for such year and the 90% threshold described above, the amount of RSUs to be granted to the Participating Executive will be interpolated and rounded to the nearest multiple of 100 shares. All such RSU grants shall otherwise be made subject to the terms our standard RSU agreement, including a vesting schedule that provides that 100% of the granted RSUs will vest one year following the grant determination date. New Business Revenue RSUs: Each Participating Executive has the opportunity to earn a targeted amount of New Business RSUs to be granted depending upon Fuel Tech’s revenue in 2025 and 2026 attributable to the sale of new products or services not sold by Fuel Tech prior to January 1, 2025. After the completion of 2025 and 2026, if Fuel Tech has achieved the targeted amount of new business revenue ($1.0 million in 2025 and $3.0 million in 2026), the Participating Executive will be granted 100% of his or her target New Business RSUs for the applicable year. If Fuel Tech achieves 75% of the targeted new business revenue in any applicable calendar year, the Participating Executive will be granted 50% of his or her target New Business RSUs for the applicable year. If Fuel Tech achieves new business revenue in between the targeted new business revenue amount for such year and the 75% threshold described above, the amount of RSUs to be granted to the Participating Executive will be interpolated and rounded to the nearest multiple of 100 shares. All such RSU grants shall otherwise be made subject to the terms of our standard RSU agreement, including a vesting schedule that provides that 100% of the granted RSUs will vest one year following the grant determination date. Operating Income RSUs: Each Participating Executive has the opportunity to earn a targeted amount of Operating Income RSUs to be granted depending upon Fuel Tech’s achievement of specified levels of operating income in 2025 and 2026. After the completion of 2025 and 2026, if Fuel Tech has achieved the target operating income amount ($1.0 million in 2025 and $2.0 million in 2026), the Participating Executive will be granted 100% of his or her target Operating Income RSUs for the applicable year. If Fuel Tech achieves 50% of the target operating income in any applicable calendar year, the Participating Executive will be granted 50% of his or her target Operating Income RSUs for the applicable year. If Fuel Tech achieves operating income in between the target operating income for such year and the 50% threshold described above, the amount of RSUs to be granted to the Participating Executive will be interpolated and rounded to the nearest multiple of 100 shares. All such RSU grants shall otherwise be made subject to the terms of our standard RSU agreement, including a vesting schedule that provides that 100% of the granted RSUs will vest one year following the grant determination date.
2025 Executive Performance RSU Long-Term Incentive
| Participating Executive | Year | Target Look-Back RSUs* | Target Total Revenue RSUs* | Target New Business Revenue RSUs* | Target Operating Income RSUs* | Total Potential RSU Award* | | Vincent J. Arnone | 2025 | 41,700 | 41,700 | 41,700 | 41,700 | 166,800 | | President and Chief Executive Officer | 2026 | 41,700 | 41,700 | 41,700 | 41,700 | 166,800 | | Ellen T. Albrecht | 2025 | 16,700 | 16,700 | 16,700 | 16,700 | 66,800 | | Chief Financial Officer | 2026 | 16,700 | 16,700 | 16,700 | 16,700 | 66,800 | | William E. Cummings, Jr. | 2025 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 | | Senior Vice President, Sales | 2026 | 12,500 | 12,500 | 12,500 | 12,500 | 50,000 |
2025 Executive Performance RSU Long-Term Incentive
| * The amount of RSUs shown represents “target” number of RSUs to be granted upon full achievement of the targets. The actual amount of RSUs granted for each category will be determined by the Committee following the end of each of 2026 and 2025, respectively. |
2025 Executive Performance RSU Long-Term Incentive
| * On March 24, 2026, the Committee determined Fuel Tech did not meet the performance metric required for a payout of Total Revenue RSUs, New Business Revenue RSUs and Target Operating Income RSUs, and accordingly, no such RSUs were issued. The Committee did determine, however, that each executive officer would receive 50% of the targeted amount of the Look-Back RSUs for the 2025 performance period. See Material Compensation Actions below. |
Material Compensation Actions
| ● | Determined that the minimum payment threshold for the 2024 CIP had not been met, and, thus, no funds were authorized for payout to any employee under the 2024 CIP; |
Material Compensation Actions
| ● | Determined that three of four objectives under the 2024 COP had been achieved, and authorized the funding of $487,500 into the bonus pool for the 2024 COP; and |
Material Compensation Actions
| ● | Determined that, for 2025, Fuel Tech did not meet the performance metrics required for a payout of Total Revenue RSUs, New Business Revenue RSUs and Target Operating Income RSUs pursuant to the terms of the 2023 Executive Performance RSU Agreements, and according, no such RSUs were issued. The Committee did determine, however, that all participating officers (including Fuel Tech’s NEOs) would receive an amount of Look-Back RSUs equal to 50% of the target amount as described below. As such, the Committee’s decision reflected its view on the performance of the officer team as a whole. |
Material Compensation Actions
| Name and Title | Target Look-Back RSUs | Actual Look-Back RSUs Granted | | Vincent J. Arnone President and Chief Executive Officer | 41,700 | 20,850 | | Ellen T. Albrecht Chief Financial Officer and Treasurer | 16,700 | 8,350 | | William E. Cummings, Jr. Senior Vice President, Sales | 12,500 | 6,250 |
Material Compensation Actions
| ● | Determined that, for 2025, Fuel Tech did not meet the performance metrics required for a payout of Total Revenue RSUs, New Business Revenue RSUs and Target Operating Income RSUs pursuant to the terms of the Executive Performance RSU Agreements, and according, no such RSUs were issued. The Committee did determine, however, that all participating officers (including Fuel Tech’s NEOs) would receive an amount of Look-Back RSUs equal to 50% of the target amount as shown on the table below. As such, the Committee’s decision reflected its view on the performance of the officer team as a whole. |
Material Compensation Actions
| Name and Title | Target Look-Back RSUs | Actual Look-Back RSUs Granted | | Vincent J. Arnone President and Chief Executive Officer | 41,700 | 20,850 | | Ellen T. Albrecht Chief Financial Officer and Treasurer | 16,700 | 8,350 | | William E. Cummings, Jr. Senior Vice President, Sales | 12,500 | 6,250 |
Material Compensation Actions
| ● | Determined that the minimum payment threshold for the 2025 CIP had not been met, and, thus, no funds were authorized for payout to any employee under the 2025 CIP; |
Material Compensation Actions
| ● | Determined that three of four objectives under the 2025 COP had been achieved, and authorized the funding of $487,500 into the bonus pool for the 2025 COP; and |
BENCHMARKING, CONSULTANTS AND PEER GROUPS
BENCHMARKING, CONSULTANTS AND PEER GROUPS Fuel Tech has from time to time made use of the services of a third-party compensation consultant, CODA Advisors, LLC (Coda), to address matters of compensation and benefits, and to identify peer group companies based on industry, markets and size. Fuel Tech recognizes that compensation practices must be competitive in the marketplace and marketplace information is one of the many factors that are considered in assessing the reasonableness of compensation programs. The Compensation Committee retains the discretion to make all final decisions related to matters of compensation and benefits. In 2025, the Committee engaged in benchmarking for its NEOs based on the use of 2025 data from the peer group of companies shown below. The overall compensation programs for Fuel Tech’s NEOs are designed to reward achievement of performance and to attract, retain, and motivate them in an increasingly competitive talent market. The Committee examined compensation data for the peer group of companies shown below to stay current with market pay practices and trends and to understand the competitiveness of our overall executive compensation programs and their various elements. The Committee used this benchmarking data for informational purposes. It does not formulaically target a specific percentile or make significant compensation decisions based on market data or peer group benchmarking data alone, which avoids a ratcheting up impact. The Committee uses performance as a primary driver of compensation levels. The 2025 peer group companies consisted of:
BENCHMARKING, CONSULTANTS AND PEER GROUPS
| Amtech Systems | Graham Corporation | | Arq | LanzaTech Global | | Broadwind | Nephros | | Cadiz | Northern Technologies Int’l | | ClearSign Technologies | Origin Materials | | Consolidated Water Company | Orion Energy Systems | | CPS Technologies | Perma-Fix Environmental | | CVD Equipment | Pioneer Power Solutions | | Flotek Industries | Pure Cycle Corporation | | FuelCell Energy | Taylor Devices | | Gencor Industries | Tecogen |
Equity Grant Practices
Equity Grant Practices We do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-public information and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards. We have not adopted a formal policy that dictates the timing of equity award grants. As discussed in the Long-Term Incentives portion of the Compensation Elements section above, long-term incentives in the form of stock options or RSUs have been issued by Fuel Tech previously under the LTIP and currently under the 2024 LTIP in accordance with compensation policy as determined by the Committee from time to time. Under current policy, based on the level of the employee position, new employee stock options or RSUs or some combination thereof may be granted at the first Committee meeting following employment. However, from time to time, an option or RSU award may be authorized by the Committee to be granted and effective on a specified date or event, such as on the first date of employment or after a performance measurement time period. The price of all options granted is the mean of the high and low stock prices reported on the NASDAQ Stock Market, Inc. for the effective date of grant. Also, under the current policies of the Committee: typically, all employees’ options have a term of ten years and are subject to a four-year vesting schedule as follows: 50% of the options vest two years from the grant date and 25% vest on each subsequent year on that date. Vesting of an RSU award (RSU Award) is controlled by the terms of the vesting schedule in the RSU Award Agreement. Vesting can vary from RSU Award to RSU Award, and may be based on the passage of time, the achievement of pre-determined performance criteria or any combination of the foregoing. For time-vested RSUs, Fuel Tech’s typical vesting schedule is one-third of the RSU Award after one year, one-third after the second year, and one-third after the third year. Depending on the circumstances, Fuel Tech may use a different vesting schedule whether for time-vested RSUs or other RSU Awards. The committee may grant options or RSU’s to existing employees on a periodic basis based on the level of the employee position and as well as certain of the factors or performance measurement factors enumerated in the Long-Term Incentives portion of the Compensation Elements section above. While there are no mandatory levels established for the quantity of options or RSUs to be granted, Fuel Tech has used historical practice and employee job level as two of the factors it considers.
Employment Agreements; Potential Payments upon Termination or Change-in-Control
Employment Agreements; Potential Payments upon Termination or Change-in-Control Ms. Albrecht and Messrs. Arnone and Cummings, are each party to an employment agreement with Fuel Tech effective as follows: July 8, 1996 for Ms. Albrecht; September 20, 2010 for Mr. Arnone; and October 31, 1998 for Mr. Cummings. These agreements are for indefinite terms, for disclosure and assignment of inventions to Fuel Tech, protection of Fuel Tech proprietary data, covenants against certain competition and arbitration of disputes. These employment agreements are for terms of employment “at will” and do not provide for severance payments. Under Mr. Arnone’s employment agreement, he is entitled to continuation of base salary and benefits, and incentive bonus amounts earned under the applicable short-term incentive plan for the year of termination, for up to one year or sooner on finding comparable employment, after involuntary termination not for cause within one year of a change-in-control as described in the table below. In addition, each of Ms. Albrecht, Mr. Arnone and Mr. Cummings are parties to a change of control severance agreement which provides, among other things, that if, during the 12 month period following a change of control (as defined under the 2014 Plan as described under the heading Long-Term Incentives above), the officer’s employment is terminated without cause or terminated by the officer for good reason (as described below), the officer will receive severance pay (less applicable withholding taxes) in the form of a lump sum payment equivalent to 12 months of the officer’s base salary plus, if the officer elects, reimbursement for COBRA premiums required to extend insurance coverage for a period of six (6) months (or earlier if the officer or his or her dependents obtain alternate coverage). “Good Reason” is defined generally under the severance agreement as the occurrence of any of the following, without the officer’s prior written consent: (i) any material diminution in the officer’s assigned duties, responsibilities and/or authority; (ii) any material reduction in the officer’s base compensation; (iii) Fuel Tech requires the officer to be based at a location that is more than 35 miles further from the officer’s residence than the location of the officer’s principal job location or office immediately prior to the Change in Control; or (iv) any other action or inaction that constitutes a material breach by Fuel Tech of any agreement under which the officer provides services to Fuel Tech. The following table quantifies potential payments that could be made to NEOs under various circumstances involving termination or change-in-control assuming such event occurred on December 31, 2025:
Employment Agreements; Potential Payments upon Termination or Change-in-Control
| Named Executive Officer | Termination Event(1) | Base Salary(2)($) | Bonus(3)($) | Value of Awarded RSUs($)(4) | Value of Awarded Options($) | Benefits(5)($) | Total($) | | Ellen T. Albrecht | Change-in- Control | — | — | | — | — | — | | | Termination without Cause within 1 year of Change-in-Control | 294,000 | 30,664 | 182,339 | — | 9,325 | 516,328 | | Vincent J. Arnone | Change-in-Control | — | — | | — | — | — | | | Termination without Cause within 1 year of Change-in-Control | 425,000 | — | 455,183 | — | 9,325 | 889,508 | | William E. Cummings, Jr. | Change-in- Control | — | — | | — | — | — | | | Termination without Cause within 1 year of Change-in-Control | 240,000 | — | 136,527 | — | 18,611 | 395,138 |
Employment Agreements; Potential Payments upon Termination or Change-in-Control
| (1) No payments are due to any Named Executive Officer upon a termination of employment for any other reason. | | (2) Assumes annual base salaries in effect as of January 1, 2026. In the event of a termination of employment without Cause within one year of a change-in-control, each Named Executive Officer is entitled to continuation of base salary and benefits for up to the earlier of one year after such termination or until such officer attains comparable employment with an equivalent salary. For illustrative purposes, a full year of base salary for each Named Executive Officer is shown. | | (3) Amounts shown assume a termination date of December 31, 2026. Ms. Albrecht earned a payout of $31,000 under the 2025 COP as described in the 2025 Current Objectives Plan portion of the Compensation Elements section above. Neither Mr. Arnone nor Ms. Albrecht received any payout under the 2025 CIP as further described in the 2025 Corporate Incentive Plan portion of the Compensation Elements section above. | | (4) Amounts shown represent the value of all unvested RSUs outstanding on December 31, 2025 determined by using the closing price of Fuel Tech’s Common Stock on the Nasdaq Stock Market on such date, which was $1.56 per share. | | (5) Assumes benefits paid at 2025 levels. |
Summary of NEO Compensation
| ● | Short-Term Incentives: Ms. Albrecht earned no payout under the 2025 CIP as further described in the 2025 Corporate Incentive Plan portion of the Compensation Elements section above. Ms. Albrecht earned a payout of $30,664 under the 2025 COP as described in the 2025 Current Objectives Plan portion of the Compensation Elements section above. |
Summary of NEO Compensation
| ● | In March 2026, Ms. Albrecht received a grant of 8,350 RSUs pursuant to her 2023 Executive Performance RSU Agreement. Such RSUs were issued pursuant to the Company’s standard time vested RSU grant agreement which provides for vesting in three installments over a three-year period. |
Summary of NEO Compensation
| ● | Short-Term Incentives: Mr. Arnone earned no payout under the 2025 CIP as further described in the 2025 Corporate Incentive Plan portion of the Compensation Elements section above. Mr. Arnone was not eligible to participate in the 2025 Current Objectives Plan as described in the 2025 Current Objectives Plan portion of the Compensation Elements section above. |
Summary of NEO Compensation
| ● | In March 2026, Mr. Arnone received a grant of 20,850 RSUs pursuant to his 2023 Executive Performance RSU Agreement. Such RSUs were issued pursuant to the Company’s standard time vested RSU grant agreement which provides for vesting in three installments over a three-year period. |
Summary of NEO Compensation
| ● | Short-Term Incentives: Mr. Cummings earned $66,905 in sales commissions in fiscal 2025 as further described in the APC Officer and National Sales Manager Commission Plan and FUEL CHEM Officer Commission Plan portions of the Compensation Elements section above. |
Summary of NEO Compensation
| ● | In March 2026, Mr. Cummings received a grant of 6,250 RSUs pursuant to his 2023 Executive Performance RSU Agreement. Such RSUs were issued pursuant to the Company’s standard time vested RSU grant agreement which provides for vesting in three installments over a three-year period. |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The table below sets forth information concerning fiscal years 2025 and 2024 compensation awarded to, earned by or paid in all capacities to the Named Executive Officers.
SUMMARY COMPENSATION TABLE
| (a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | | Name & Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Ellen T. Albrecht. | 2025 | 294,000 | 135,604 | — | 30,664 | 24,260 | 484,864 | | Vice President, Chief Financial Officer and Principal Financial Officer | 2024 | 290,500 | — | — | 31,393 | 23,827 | 369,548 | | Vincent J. Arnone | 2025 | 425,000 | 338,604 | — | — | 24,734 | 788,338 | | President and Chief Executive Officer | 2024 | 425,000 | — | — | — | 24,483 | 449,483 | | William E. Cummings, Jr. | 2025 | 240,000 | 101,500 | — | 66,905 | 39,089 | 447,494 | | Senior Vice President, Sales | 2024 | 240,000 | — | — | 61,644 | 38,066 | 339,710 |
SUMMARY COMPENSATION TABLE
| (1) The amounts in these columns reflect restricted stock unit awards that were granted in 2025 and 2024. For the 2025 grants, all restricted stock units are performance based and will not be granted, if at all, unless Fuel Tech satisfies the conditions precedent to vesting in 2025 and 2026 (see Executive Performance Long-Term Incentive above). Amounts shown represent the aggregate grant date fair value of awards granted in each respective year computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718), excluding the effect of forfeitures (see footnote 8 to the financial statements in our annual report on Form 10-K for a further discussion of the accounting for stock awards). As discussed in the Material Compensation Actions section above, for the 2025 performance period Mr. Arnone, Ms. Albrecht and Mr. Cummings were awarded 20,850, 8,350 and 6,250 Look-Back RSUs, respectively. No Total Revenue RSUs, New Business Revenue RSUs or Operating Income RSUs were granted for 2025 because Fuel Tech failed to achieve the targeted levels of total revenue, new business revenue and operating income. | | (2) Amounts shown include for Ms. Albrecht, bonus payments of $31,393 and $30,664 under the 2024 COP and 2025 COP; and, for Mr. Cummings, $61,644 and $66,905 paid out under the applicable APC Officer and General Sales Manager Commission Plan and Officer FUEL CHEM Commission Plan for 2024 and 2025. | | (3) “All Other Compensation” includes for each of the Named Executive Officers, matching contributions and profit-sharing allocations to the Fuel Tech 401(k) Plan; expense for health, life, accidental death and dismemberment and long-term disability insurance. |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025 TO NAMED EXECUTIVE OFFICERS
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025 TO NAMED EXECUTIVE OFFICERS
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025 TO NAMED EXECUTIVE OFFICERS
| (a) | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Closing Price per Share ($/Sh) on Grant Date (k) | Grant Date Fair Value of Stock Option and Other Stock Awards($) (l) | | Name | Grant Date (b) | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | | | | Ellen T. Albrecht (3) | 3/27/25 | 18,702 | 122,211 | 447,762 | 16,700 | 66,800 | 133,600 | 1.03 | 1.015 | | Vincent J. Arnone | 3/27/25 | 20,433 | 245,192 | 980,770 | 41,700 | 166,800 | 333,600 | 1.03 | 1.015 | | William E. Cummings, Jr.(4) | — | — | — | — | 12,500 | 50,000 | 100,000 | 1.03 | 1.015 |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025 TO NAMED EXECUTIVE OFFICERS
| (1) The 2025 CIP was adopted by the Compensation Committee, effective March 27, 2025. Fuel Tech failed to achieve the minimum performance threshold for Operating Income necessary to trigger a payout under the 2025 CIP, and accordingly, no payouts were made. As described in the 2025 Corporate Incentive Plan portion of the Compensation Elements section above, if a minimum performance threshold for Operating Income had been achieved in 2025, 25% of Operating Income would have been funded into the 2025 CIP bonus pool. The 2025 CIP did not have a performance “target” or a determinable amount payable if the target is met. Moreover, the total amount paid to any employee would have depended on the aggregate headcount of all Fuel Tech employees as of December 31, 2025, their respective base salaries and their respective bonus target amounts. Amounts in columns (c), (d) and (e) are an estimated representative payout based the achievement of the following varying levels of Operating Income: $250,000 (the minimum funding threshold under the 2025 CIP which would result in funding the 2025 CIP pool at $62,500); $3.0 million (the amount of Operating Income required for the 2025 CIP payout to equal approximately 115% of each employee’s target bonus factor requiring a 2025 CIP pool of $750,000), and $12.0 million (the amount of Operating Income at which point contributions to the 2025 CIP are “capped” and at which the total 2025 CIP pool would have equaled $3 million). | | (2) Amounts shown are based upon the targeted number of Look-Back, Total Revenue, New Business Growth and Operating Income Growth RSUs established under the 2025 Executive Performance RSU Award Agreements between Fuel Tech and each of the NEOs listed above. The amounts in columns (f), (g) and (h) are representative of the number of RSUs to be issued based on the following level of achievement during the 2025-2026 performance period: the achievement of one (12.5%) performance target; the achievement of four (50%) performance targets; and the achievement of eight (100%) performance targets. These RSUs are deemed for reporting purposes to have a grant date of March 27, 2025, although they will not be granted, if at all, until 2026 and 2027. All Look-Back RSUs vest in equal one-third installments over a three-year period following the grant determination date, and all Total Revenue, New Business Growth and Operating Income Growth RSUs vest twelve months after the grant determination date as discussed under the heading Executive Performance RSU Long-Term Incentive under the Compensation Elements section above. As discussed in the Compensation Elements section above, for the 2025 performance period Mr. Arnone, Ms. Albrecht and Mr. Cummings were awarded 20,850, 8,350 and 6,250 Look-Back RSUs, respectively. No Total Revenue RSUs, New Business Revenue RSUs or Operating Income RSUs were granted for 2025 because Fuel Tech failed to achieve the targeted levels of total revenue, new business revenue and operating income. | | (3) Ms. Albrecht was also a participant in the 2025 COP. As discussed under the heading 2025 Corporate Objectives Plan under the heading Compensation Elements above, pursuant to the 2025 COP Fuel Tech was obligated to set aside an amount equal to $162,500 upon the completion in full of each of the four respective current objectives, with the total bonus pool being capped at $650,000. The amounts shown in columns (c), (d) and (e) for Ms. Albrecht reflect the potential bonus award to be granted to Ms. Albrecht upon the achievement of one (25%), two (50%) and four (100%) of the enumerated objectives under the 2025 COP. In 2025, Fuel Tech achieved three of the four enumerated objectives, and accordingly $487,500 was funded into the 2025 COP bonus pool (of which Ms. Albrecht received a payment of $30,664). The amounts shown in columns (c), (d) and (e) include representative payout amounts based on the achievement of one ($10,221), two ($20,443) and four objectives ($40,885), respectively. | | (4) Mr. Cummings’ short-term cash compensation during 2025 was contingent upon sales of Fuel Tech’s products and services pursuant to the 2025 APC Officer and General Sales Manager Commission Plan and the 2025 Officer FUEL CHEM Commission Plan. Mr. Cummings earned $66,905 in sales commission under such plans for fiscal 2025. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025
FOR NAMED EXECUTIVE OFFICERS
| (a) | Option Exercises and Stock Vested Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(b) | Value Realized on Exercise ($)(c) | Number of Shares Acquired on Vesting (#)(d) | Value Realized on Vesting ($)(e) | | Ellen T. Albrecht | — | — | 4,166 | 5,916 | | Vincent J. Arnone | — | — | 10,366 | 14,719 | | William E. Cummings, Jr. | — | — | 3,133 | 4,449 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END FOR NAMED EXECUTIVE OFFICERS
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END FOR NAMED EXECUTIVE OFFICERS At December 31, 2025 the following RSUs were outstanding. See the text under the caption Equity Grant Practices section in the Compensation Discussion and Analysis above.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END FOR NAMED EXECUTIVE OFFICERS
| (a) | (g) | (h) | (i) | (j) | | Name | Number of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)(1) | | Ellen T. Albrecht | 8,334 | 13,001 | 133,600 | 208,416 | | Chief Financial Officer | | | | | | Vincent J. Arnone | 20,734 | 32,345 | 333,600 | 520,416 | | President and Chief Executive Officer | | | | | | William E. Cummings, Jr. | 6,267 | 9,777 | 100,000 | 156,000 | | Senior Vice President, Sales | | | | |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END FOR NAMED EXECUTIVE OFFICERS
| (1) Market value reflects a per RSU value of $1.56, the closing price of Fuel Tech’s Common Stock on December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END FOR NAMED EXECUTIVE OFFICERS
| (2) Amounts shown include the following targeted number of Look-Back, Total Revenue, New Business Revenue and Operating Income RSUs established in conjunction with the 2025 Executive Performance RSU Award Agreements between Fuel Tech and each NEO as follows: |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END FOR NAMED EXECUTIVE OFFICERS
| Name | Period | Target Look-Back RSUs | Target Total Revenue RSUs | Target New Business Revenue RSUs | Target Operating Income RSUs | | Vincent J. Arnone | 2025 | 41,700 | 41,700 | 41,700 | 41,700 | | | 2026 | 41,700 | 41,700 | 41,700 | 41,700 | | Ellen T. Albrecht | 2025 | 16,700 | 16,700 | 16,700 | 16,700 | | | 2026 | 16,700 | 16,700 | 16,700 | 16,700 | | William E. Cummings, Jr. | 2025 | 12,500 | 12,500 | 12,500 | 12,500 | | | 2026 | 12,500 | 12,500 | 12,500 | 12,500 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END FOR NAMED EXECUTIVE OFFICERS
For the 2025 performance period, Mr. Arnone was granted 20,850 Look Back RSUs, Ms. Albrecht was granted 8,350 Look Back RSUs and Mr. Cummings was granted 6,250 Look Back RSUs. No Total Revenue RSUs, New Business Revenue RSUs or Operating Income RSUs were granted for 2025 because Fuel Tech failed to achieve the targeted levels of total revenue, new business revenue and operating income. All Target Look-Back RSUs, to the extent actually granted, vest in three equal installments over a period of three years. All Target Total Revenue, New Business Revenue and Operating Income RSUs, to the extent actually granted, vest one year following the grant determination date. For further detail, please see the discussion included under the heading Executive Performance RSU Long-Term Incentive under the Compensation Elements section above.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE We are providing the following information about the relationship between executive compensation actually paid (CAP) and certain financial performance of Fuel Tech as required by SEC rules. Please see Summary of Named Executive Officer Compensation, above for discussion of our compensation program.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non- PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return($) (5) | Fuel Tech Net Income (Loss) ($) (6) | | 2025 | 788,338 | 833,307 | 466,179 | 482,418 | 148.57 | (2,324,000) | | 2024 | 449,483 | 316,312 | 354,629 | 307,981 | 82.68 | (1,943,000) | | 2023 | 913,486 | 810,080 | 508,801 | 474,498 | 82.68 | (1,538,000) |
PAY VERSUS PERFORMANCE
| (1) Amounts shown reflect total compensation set forth in the Summary Compensation Table for our PEO, Mr. Arnone, for 2023, 2024 and 2025. |
PAY VERSUS PERFORMANCE
| (2) The following tables describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the summary compensation table (SCT) amounts. |
PAY VERSUS PERFORMANCE
Compensation Actually Paid to PEO:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO | Deduct Equity Awards (A) | Equity Award Adjustment (B) | Compensation Actually Paid to PEO | | 2025 | $788,338 | $(338,604) | $383,573 | $833,307 | | 2024 | 449,483 | — | (133,171) | 316,312 | | 2023 | 913,486 | (420,353) | 316,947 | 810,080 |
PAY VERSUS PERFORMANCE
| (A) Represents the amounts reported in the Equity Awards column in the Summary Compensation Table for the applicable year |
PAY VERSUS PERFORMANCE
| (B) Represents the stock award adjustments (deductions and additions) for Non-PEO NEO stock awards for each applicable year calculated as follows: |
PAY VERSUS PERFORMANCE
PEO Equity Award Adjustment:
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted during the Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions During the Year | Total Equity Award Adjustments | | 2025 | $520,416 | 10,781 | — | 4,164 | (151,788) | 383,573 | | 2024 | — | — | — | 7,957 | (141,128) | (133,171) | | 2023 | 350,280 | (33,333) | — | — | — | 316,947 |
PAY VERSUS PERFORMANCE
| (3) Amounts shown reflect average total compensation set forth in the Summary Compensation Table for our NEOs, Ms. Albrecht and Mr. Cummings, for fiscal 2023, 2024 and 2025. |
PAY VERSUS PERFORMANCE
| (4) The following tables describe the adjustments, each of which is prescribed by SEC rules to calculate the CAP amounts from the SCT amounts. |
PAY VERSUS PERFORMANCE
Average Compensation Actually Paid to Non-PEO NEO (all amounts are averages):
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Non-PEO NEO | Deduct Equity Awards (A) | Equity Award Adjustment (B) | Compensation Actually Paid to Non- PEO NEO | | 2025 | $466,179 | $(118,152) | $134,391 | $482,418 | | 2024 | 354,629 | — | (46,648) | 307,981 | | 2023 | 508,801 | (141,172) | 106,869 | 474,498 |
PAY VERSUS PERFORMANCE
Average Non-PEO NEO Equity Award Adjustment:
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted during the Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions During the Year | Total Equity Award Adjustments | | 2025 | $182,280 | $3,796 | $— | $1,459 | (53,144) | 134,391 | | 2024 | — | — | — | 2,880 | (49,348) | (46,648) | | 2023 | 122,640 | (15,771) | — | — | — | 106,869 |
PAY VERSUS PERFORMANCE
| (5) Amounts shown represent cumulative stockholder return assuming an initial investment of $100 on January 1, 2023. |
PAY VERSUS PERFORMANCE
| (6) The amounts reported in this column represent net income (loss) reflected in the Company's audited financial statements for the applicable year. |
Analysis of Information Presented in the Pay Versus Performance Table
Analysis of Information Presented in the Pay Versus Performance Table We are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K. The Compensation Committee does not use TSR or net income (loss) in its compensation programs. However, we do utilize several other performance measures to align executive compensation with our performance, see Executive Compensation.
Analysis of Information Presented in the Pay Versus Performance Table
| ● | In fiscal 2023, compensation actually paid to the PEO equaled $810,080, and compensation actually paid to our non-PEO NEO’s averaged 474,498. These compensation levels are reflective of the elimination of the voluntary officer salary reduction program in the first half of 2023, the award of restricted stock units (subject to vesting contingent upon achieving performance conditions) pursuant to each officer’s 2023 Executive Performance RSU Agreement, a one-time cash bonus of $50,000 for Mr. Arnone and higher sales commission levels earned by Mr. Cummings. During this period, Fuel Tech’s common stock lost approximately 17% in value and Fuel Tech recorded an operating loss of ($1,538,000). |
Analysis of Information Presented in the Pay Versus Performance Table
| ● | In fiscal 2024, compensation actually paid to the PEO decreased by $493,768, or approximately 61 percent, and compensation actually paid to the non-PEO NEO’s decreased by $155,517, or approximately 33 percent. The decrease in compensation is primarily attributable to the failure to vest of 135,700 RSUs for our PEO and an average of 94,900 RSUs for our two non-PEO NEOs. During this period, Fuel Tech’s common stock remained the same in value ($1.04) and Fuel Tech recorded an operating loss of ($1,943,000). |
Analysis of Information Presented in the Pay Versus Performance Table
| ● | In fiscal 2025, Fuel Tech’s total stockholder return increased significantly to $149.99 (a 49.99% annual increase), while net loss increased to (2,324,000). The compensation actually paid to the PEO increased to $833,307 and the average compensation payable to the non-PEO NEO’s increased to $482,418. This compensation increases were primarily attributable to the award of restricted stock units (subject to vesting contingent upon achievement of performance conditions). |