DEF 14A of Fuelcell Energy Inc
Filed Feb 21, 2025 · FY20240001558370-25-001307
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| $112.1 million in revenue $318 million in cash, restricted cash, cash equivalents and short-term investments | $1.16 billion in backlog 16.8 MW Increase in generation portfolio to 62.8 MW |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| We need your vote to continue making progress toward our long-term goals. As always, we will continue to evaluate and act on ways to improve our business and governance, and demonstrate our commitment to our stockholders by focusing on improving stockholder returns. Our Board, executive leadership team, and every team member, whether on our factory floor or in our material science lab, remain committed to the success of our business. Sincerely, | | | JAMES H. ENGLAND CHAIR OF THE BOARD | JASON FEW PRESIDENT & CHIEF EXECUTIVE OFFICER |
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 2026 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
Election of Directors
| | | Director | | | Name | Age | Since | Primary Occupation | | James H. England*† | 78 | 2008 | Chief Executive Officer of Stahlman-England Irrigation Inc. | | Jason Few | 58 | 2018 | President and Chief Executive Officer | | Matthew F. Hilzinger* | 61 | 2015 | Former Executive Vice President and Chief Financial Officer of USG Corporation | | Natica von Althann* | 74 | 2015 | Former Financial Executive at Bank of America and Citigroup. | | Cynthia Hansen* | 60 | 2021 | Executive Vice President and President, Gas Transmission and Midstream at Enbridge Inc. | | Donna Sims Wilson* | 63 | 2021 | Chief Operating Officer at Kah Capital Management | | Betsy Bingham* | 64 | 2021 | Lean Operations Leader for GE Aviation | | Tyrone Michael Jordan* | 62 | 2024 | Former President and Chief Operating Officer at DURA Automotive Systems |
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| * Independent Director |
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| † Chair of the Board of Directors |
Election of Directors
| | 2025 Proxy Statement | 9 |
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: 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.
Election of Directors
| Key Areas of Experience | | |
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.
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 2026 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED. |
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| 10 | 2025 Proxy Statement | |
Election of Directors
Director Nominees
Election of Directors
| JAMES H. ENGLAND | | | | Age 78 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. |
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| | 2025 Proxy Statement | 11 |
Election of Directors
| BETSY BINGHAM | | | | Age 64 Director since: 2021 INDEPENDENT | BIOGRAPHY: Ms. Bingham has served as Lean Operations Leader for GE Aviation, an aircraft engine supplier, since June 2021. Ms. Bingham is responsible for leading GE Aviation’s lean transformation and implementation of lean principles throughout the organization and daily operations. In addition, Ms. Bingham has 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. Previously, 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 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: ● Lean Operations Leader for GE Aviation |
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| 12 | 2025 Proxy Statement | |
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| JASON FEW | | | | Age 58 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 software 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 35 years of experience increasing enterprise value for Global Fortune 500 and privately-held telecommunications, technology and energy firms. He has overseen transformational opportunities across the technology and industrial energy sectors, in roles including Founder and Senior Managing Partner of BJF Partners, LLC; President and Chief Executive Officer of Continuum Energy, an energy products and services company, from 2013 to 2016; Executive Vice President and Chief Customer Officer of NRG Energy, Inc., an integrated energy company, from 2011 to 2012; President of Reliant Energy, a retail electricity provider, from 2009 to 2012 and Vice President of Smart Energy, a retail electricity provider, from 2008 to 2009. Mr. Few also previously 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 Enbridge Inc. (NYSE: ENB) effective May 4, 2022, and serves on the Audit, Finance and Risk Committee and the Sustainability Committee. Mr. Few also served on the board of directors of Marathon Oil (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 |
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| | 2025 Proxy Statement | 13 |
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| CYNTHIA HANSEN | | | | Age 60 Director since: 2021 INDEPENDENT | BIOGRAPHY: Ms. Hansen has served as Executive Vice President and President, Gas Transmission and Midstream at Enbridge Inc., a multinational pipeline and energy company, since March 2022. 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 is responsible for the overall leadership and operations of Enbridge Inc.’s gas pipeline and midstream business across North America. Ms. Hansen is also 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 has served on the boards of the Interstate Natural Gas Association of America and the United Way of Greater Houston since May 2022, and the board of the Greater Houston Partnership since February 2023. Ms. Hansen has more than 25 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: ● Executive Vice President and President, Gas Transmission and Midstream at Enbridge Inc. |
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| 14 | 2025 Proxy Statement | |
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| MATTHEW F. HILZINGER | | | | Age 61 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 |
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| | 2025 Proxy Statement | 15 |
Election of Directors
| NATICA VON ALTHANN | | | | Age 74 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 as a Director of TD Bank US Holding Company and its two bank subsidiaries, TD Bank, N.A. and TD Bank USA, N.A., since 2009. 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. |
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| 16 | 2025 Proxy Statement | |
Election of Directors
| DONNA SIMS WILSON | | | | Age 63 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, 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 |
Election of Directors
| | 2025 Proxy Statement | 17 |
Election of Directors
| TYRONE MICHAEL JORDAN | | | | Age 62 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 |
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| 18 | 2025 Proxy Statement | |
Election of Directors
Board Diversity The chart below details Board diversity composition by various characteristics. For more information regarding our philosophy concerning the diversity and recruitment of our Board members, please see page 24 of this Proxy Statement.
Board Diversity Matrix (as of February 12, 2025)
| ● | 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 |
Board Diversity Matrix (as of February 12, 2025)
In addition, the non-employee Chair of the Board received an additional annual retainer of $50,000, and Chair committee retainers 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 restricted stock units (also referred to herein as RSUs) valued at $115,000, pro-rated from the date of his or her initial appointment to the end of the service year (which ends at the annual stockholder meeting). The per share fair market value of each award is based upon the closing market price of the Company’s common stock on the date of grant.
Board Diversity Matrix (as of February 12, 2025)
| | | | | All Other | | | | Fees Earned Or | Stock Awards | Option Awards | Compensation | | | Name of Director | Paid in Cash ($) | ($)(1) | ($) | ($) | Total ($)(2) | | James H. England | — | 232,500 | — | — | 232,500 | | Matthew F. Hilzinger | 80,000 | 115,000 | — | — | 195,000 | | Natica von Althann | 54,000 | 136,000 | — | — | 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 | 16,875 | 165,625 | — | — | 182,500 |
Board Diversity Matrix (as of February 12, 2025)
| | 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 |
Board Diversity Matrix (as of February 12, 2025)
| (1) The amounts reported represent the aggregate grant date fair value of the stock awards granted in fiscal year 2024 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, 2024. Stock awards to Directors for payment of fees 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. |
Board Diversity Matrix (as of February 12, 2025)
| ● | 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; |
Board Diversity Matrix (as of February 12, 2025)
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.
Board Diversity Matrix (as of February 12, 2025)
| Each of the current and fiscal year 2024 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 |
Board Diversity Matrix (as of February 12, 2025)
| ● 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 seven meetings during fiscal year 2024. 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 38 of this Proxy Statement. |
Board Diversity Matrix (as of February 12, 2025)
| Compensation and Leadership Development Committee Report | 38 | Compensation Discussion and Analysis | 39 | | Stockholder Engagement and Focus on Say on Pay | 39 | Fiscal Year 2024 Summary Compensation Table | 58 | | Fiscal Year 2024 Grants of Plan-Based Awards | 59 | Outstanding Equity Awards at 2024 Fiscal Year-End Table | 60 | | Fiscal Year 2024 Option Exercises and Stock Vested Table | 61 | Employment Agreements and Change of Control and Severance | 61 | | CEO Pay Ratio | 66 | Pay Versus Performance Disclosure | 68 |
Board Diversity Matrix (as of February 12, 2025)
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, 2024, and included in the Company’s 2025 Proxy Statement filed in connection with the Company’s 2025 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
Board Diversity Matrix (as of February 12, 2025)
| 38 | 2025 Proxy Statement | |
Board Diversity Matrix (as of February 12, 2025)
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 executive officers of the Company (the “NEOs” or “named executive officers”): Jason Few, President and Chief Executive Officer (the “CEO”); Michael S. Bishop, Executive Vice President, Chief Financial Officer and Treasurer (the “CFO”); Joshua Dolger, Executive Vice President, General Counsel and Corporate Secretary (the “GC”); Michael J. Lisowski, Executive Vice President, Strategic Partnerships; and Mark Feasel, Executive Vice President and Chief Commercial Officer (the “CCO”).
Board Diversity Matrix (as of February 12, 2025)
| President, Chief Executive Officer | Executive Vice President, Chief Financial Officer and Treasurer | Executive Vice President, General Counsel, Corporate Secretary | Executive Vice President, Strategic Partnerships | Executive Vice President, Chief Commercial Officer | | | | | | | | Jason Few | Michael S. Bishop | Joshua Dolger | Michael J. Lisowski | Mark Feasel | | Age: 58 | Age: 57 | Age: 51 | Age: 55 | Age: 54 | | Officer since: 2019 | Officer since: 2011 | Officer since: 2021 | Officer since: 2019 | Officer since: 2022 |
Board Diversity Matrix (as of February 12, 2025)
Biographical information concerning our named executive officers 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, 2024. The total compensation of each NEO is reported in the Fiscal Year 2024 Summary Compensation Table presented on page 58 of this Proxy Statement. All share information included in the Compensation Discussion and Analysis section of this Proxy Statement has been adjusted to reflect the one-for-thirty reverse stock split effected by the Company in November 2024. Stockholder Engagement and Focus on Say-on-Pay The Compensation and Leadership Development Committee, as well as the broader Board of Directors, were not satisfied with the results of last year’s say-on-pay (as defined below) proposal. Similarly, the Board of Directors and Compensation and Leadership Development Committee were not satisfied with the financial performance of the Company and the performance of the Company’s common stock. As a result, significant compensation actions have been taken which are referenced throughout this Compensation Discussion and Analysis. Our compensation program is intended to motivate and incentivize our executive officers to achieve our corporate objectives and increase stockholder value. The Compensation and Leadership Development Committee continues to evaluate how best to structure our compensation program to ensure that our executives are being appropriately and competitively compensated while also maintaining compensation levels commensurate with our business performance. During fiscal year 2024, as part of our continuing effort to better align our compensation program with best practices, we utilized the services of our compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to evaluate our executive compensation programs. Additionally, we engaged in a fulsome stockholder outreach campaign as further described below. Our fiscal year 2024 compensation program was informed by these efforts. The Board and the Compensation and Leadership Development Committee continually evaluate our compensation policies and practices. As part of that process, the Board and the Compensation and Leadership Development Committee consider stockholder feedback, including the results of our annual advisory vote on executive compensation, commonly known as the “say-on-pay” vote. 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, however, our say-on-pay proposal received the support of approximately 48% of the votes cast by stockholders. Of note, institutional investors held only about 40% of our outstanding common stock as of the record date for the 2024 Annual Meeting, with the balance being held by retail investors.
Board Diversity Matrix (as of February 12, 2025)
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Board Diversity Matrix (as of February 12, 2025)
The executive compensation decisions made in 2023 (and voted on by our stockholders at our 2024 Annual Meeting) were designed to strengthen retention of our key executives who possess important institutional knowledge and specific understanding of the Company’s risks and opportunities as well as to recognize a singular commercial success and acknowledge that the operational milestones related to the Company’s Management Incentive Plan for fiscal year 2023 did not adequately reflect changes in the business operations of the Company after re-entering the South Korean market in 2022. However, after the results of the say-on-pay vote at the 2024 Annual Meeting, the Board recognized that stockholders had significant concerns regarding certain aspects of the Company’s executive compensation program. Following the 2024 Annual Meeting, we undertook efforts to engage with stockholders to understand and address their concerns regarding our executive compensation program. The stockholder engagement efforts included participation by the Chair of the Compensation and Leadership Development Committee and members of the executive leadership team. We reached out to the top 36 identified institutional stockholders, representing approximately 33% of our outstanding shares of common stock as of information available on June 30, 2025, as part of our engagement specifically relating to the Company’s compensation program. Four of these stockholders, representing approximately 6% of our outstanding shares of common stock, accepted our invitation to engage and met with us to share their feedback. Three of the 36 stockholders, representing approximately 14% of our outstanding shares of common stock, indicated there was no need for a call with the Company and declined our invitation. Twenty-nine stockholders, representing approximately 13% of our outstanding shares of common stock, did not respond to our invitation. In general, we learned that our largest institutional stockholders were broadly supportive of our approach to compensation, and their feedback did not suggest that we needed to make major changes to the structure of our compensation program. Nonetheless, our large, diverse stockholder base with somewhat limited institutional participation can make it difficult to ascertain a consensus among our stockholders and the Compensation and Leadership Development Committee and the Board felt it was important to consider actionable feedback from our stockholders. The chart below summarizes the feedback we received from stockholders and the proxy advisory firms and the Company’s responses.
Board Diversity Matrix (as of February 12, 2025)
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Board Diversity Matrix (as of February 12, 2025)
| | | | | Category | What We Heard | Actions Taken in Response | | Peer Group | ● Some stockholders expressed concern that the peer group the Compensation and Leadership Development Committee uses to benchmark compensation included a number of companies with higher revenues than FuelCell Energy | ● Modified our executive compensation peer group for fiscal year 2024 to include peers with revenues more aligned with FuelCell Energy | | Use of Discretion | ● 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 | ● Did not exercise discretion in evaluating fiscal year 2024 performance under the Management Incentive Plan ● Modified operational milestones to measure new backlog using dollar amounts rather than megawatts to remove the ambiguity that led to the use of discretion for fiscal year 2023 | | Compensation Increase | ● 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 is no increase to CEO and other NEO base salaries in fiscal year 2025 ● Fiscal Year 2025 target Long-Term Incentive Plan awards for the CEO and other NEOs were reduced to 45% 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 |
Fiscal Year 2024 Compensation Mix for NEOs
Fiscal Year 2024 Compensation Mix for NEOs Our compensation mix for fiscal year 2024 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 as of January 1, 2024, and 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 the NEOs other than our CEO. Total Compensation Mix Equity Compensation Award Mix Equity compensation for fiscal year 2024 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 and the grant date fair value of the time-based RSUs granted during fiscal year 2024. The “Other NEOs” chart below reflects average values for the NEOs other than our CEO.
Fiscal Year 2024 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 2024, 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 2024. | | | 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 2024, 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, 2024, 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 26 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 26 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, however, our say-on-pay proposal received the support of approximately 48% of the votes cast by stockholders. 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, and a full risk assessment was completed by our independent compensation consultant during fiscal year 2024 and reviewed by our Compensation and Leadership Development Committee. 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 NEOs. |
Fiscal Year 2024 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 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, NEOs and other employees from engaging in hedging or other speculative trading and prohibits Directors and NEOs from pledging their shares. |
Fiscal Year 2024 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 2024 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. |
Fiscal Year 2024 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. |
Fiscal Year 2024 Compensation Mix for NEOs
Prior to the start of each fiscal year, the CEO develops operational milestones and strategic enablers (or similar milestones and initiatives) under the Company’s Management Incentive Plan (“MIP”) for the year for our salaried employees, including the NEOs. These operational milestones and strategic enablers represent key performance objectives which are incorporated into the MIP, which is then submitted to the Compensation and Leadership Development Committee for consideration and approval. After our fiscal year-end financial results are available, the annual incentive award pool for employees and individual annual incentive award payments for the NEOs for the just-completed fiscal year are approved by the Compensation and Leadership Development Committee, except with respect to the CEO, whose annual incentive award payment is approved by the independent members of our Board. The Compensation and Leadership Development Committee formulates its compensation decisions for the NEOs with input from the CEO (other than with respect to his own compensation), considering such factors as each NEO’s professional experience, job scope, past performance, tenure and retention risk. The Compensation and Leadership Development Committee also considers prior fiscal year adjustments to compensation, historical annual incentive award payments and long-term incentive awards. Finally, the Compensation and Leadership Development Committee considers current market practices, based on its review of executive compensation data for comparable companies, as well as current compensation trends, to ensure that the compensation of the NEOs is both competitive and reasonable, while also maintaining compensation levels commensurate with our financial and stock performance. Since 2019, the Compensation and Leadership Development Committee has engaged Meridian, an independent compensation consulting firm, to provide research and analysis and to make recommendations on the form and level of executive compensation. The Compensation and Leadership Development Committee sought input from Meridian on executive compensation matters for fiscal year 2024, including the design and competitive position of our executive compensation program, our peer group, appropriate compensation levels and evolving compensation trends. Based on its consideration of the various factors set forth in the rules promulgated by the SEC and the Nasdaq Marketplace Rules, the Compensation and Leadership Development Committee has determined that the work performed by Meridian has not raised any conflict of interest. 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 2024 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 2023.
Competitive Market Analysis
Competitive Market Analysis In September 2023, 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 2024. 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.
Competitive Market Analysis
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Competitive Market Analysis
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 2024. The 2024 Peer Group was selected based on the evaluation of all these factors, and consisted of the following 15 companies:
Competitive Market Analysis
| Altus Power, Inc. | Montauk Renewables, Inc. | | Aspen Aerogels, Inc. | NuScale Power Corporation | | Ballard Power Systems, Inc. | Plug Power, Inc. | | Blink Charging Co. | Shoals Technologies Group, Inc. | | Bloom Energy Corporation | Stem, Inc. | | Clean Energy Fuels Corp. | Sunnova Energy International Inc. | | Energy Recovery, Inc. | Vicor Corporation | | Energy Vault Holdings, Inc. | |
Competitive Market Analysis
When reviewing our prior Peer Group roster used for fiscal year 2023, 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. While 2023 Peer Group companies such as Bloom Energy Corporation, Clean Energy Fuels Corp., Plug Power Inc., Shoals Technologies Group, Inc. and Vicor Corporation were larger than us with respect to both revenue and market value at the time of review, each was a direct competitor for either sales, executive talent, or both. In addition, the uniqueness of fuel cell electrochemistry and the relatively small number of global market participants, including Bloom Energy Corporation and Plug Power, Inc., yields an even smaller pool of experienced human capital among fuel cell companies. As a result, FuelCell Energy competes to attract and retain talent among that group regardless of revenue and market capitalization size. The Compensation and Leadership Development Committee opted to maintain Bloom Energy Corporation, Clean Energy Fuels Corp., Plug Power Inc., Shoals Technologies Group, Inc. and Vicor Corporation in the Peer Group for fiscal year 2024 so that its decision making would continue to benefit from understanding the executive compensation programs of some of our most obvious competitors. However, the Compensation and Leadership Development Committee reviewed a full array of competitive market data rather than isolating and targeting a particular percentile with respect to any portion of our 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. In selecting companies to delete from our 2023 Peer Group roster (in developing our 2024 Peer Group), the Compensation and Leadership Development Committee noted at the time of review that FTC Solar, Inc. and American Superconductor Corporation had slowing or declining revenue growth and significantly lower valuations than our own. ChargePoint Holdings, Inc. and Thermon Group Holdings were larger than us and were no longer perceived to be direct competitors for either sales or executive talent. Therefore, the Compensation and Leadership Development Committee determined to remove each of these companies in developing our 2024 Peer Group. In selecting new additions to our fiscal year 2024 Peer Group, the Compensation and Leadership Development Committee noted that Altus Power Inc., Energy Recovery, Inc. and Montauk Renewables, Inc. were clean energy companies with similar revenue and market value to our own and provided balance to larger competitors that remained in our 2024 Peer Group. Energy Recovery, Inc. was also similar to us in revenue, though carrying a lower market value, and the company was growing quickly and represented an emerging competitor. Finally, NuScale Power Corporation was much smaller than us with respect to revenue but was an emerging competitor that also provided balance to larger competitors. As indicated above, the net impact of these additions and removals was a roster of companies that improved our alignment with respect to key indicators of size, complexity, value and growth. 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. However, 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. Ultimately, the Compensation and Leadership Development Committee’s decisions with respect to each executive’s total compensation, and each individual
Competitive Market Analysis
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Competitive Market Analysis
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
Bonuses
Bonuses The Compensation and Leadership Development Committee may, from time to time, grant discretionary bonuses. In fiscal year 2024, no discretionary bonuses were paid. Variable Compensation
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 2024, the independent members of the Board, at the recommendation of the Compensation and Leadership Development Committee, approved a change in the target annual incentive award opportunity for Mr. Few from 100% to 115% (as a percentage of base salary) in order to improve alignment of his target total cash compensation
Annual Incentive Compensation
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Annual Incentive Compensation
opportunity with market median of the compensation data reflected in the Company’s market analysis. This change also drove pay for performance by placing a greater percentage of Mr. Few’s target total cash in the target annual incentive award as compared to fiscal year 2023. This change in target annual incentive award was approved in December 2023, prior to the say-on-pay vote at the 2024 Annual Meeting. 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 2023. 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. However, no discretion was exercised in determining the award payments to be made to the NEOs under the MIP for fiscal year 2024. 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, but by retaining some discretion, reduces the risk that executives will overemphasize performance on the pre-established objectives to the detriment of the Company’s overall performance. Retaining limited discretion 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 2024 MIP awards were based, as well as our performance with respect to such milestones and initiatives, are discussed below. Fiscal Year 2024 Operational Milestones and Strategic Enablers For fiscal year 2024, the pre-established Company operational milestones and strategic enablers were intended to further advance our business and strategic objectives.
Operational Milestones (75% weighting)
Operational Milestones (75% weighting) The operational milestones for fiscal year 2024 were consistent with our fiscal year 2024 annual operating plan and were set in consideration of the Company’s prior year performance and the fiscal year 2024 budget. The operational milestones (and their respective weighting) were: (1) secure new backlog (25%), (2) end fiscal year 2024 with a specified level of unrestricted cash (25%), (3) achieve Adjusted EBITDA with a zero percent deviation from budget (25%) and (4) achieve a total reportable injury rate of < 1.6 (25%). (For information regarding the calculation of Adjusted EBITDA, see Annex A to this Proxy Statement.) 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. The Compensation and Leadership Development Committee removed revenue as an operational milestone and replaced it with securing new backlog based on the dollar value of such backlog, rather than megawatts. Dollar values added to backlog provide direct alignment to future revenue growth and the Company’s efforts to re-enter the Korean market include repowering of existing fuel cell installations with new modules along with new customer long-term service agreements, the revenue value of which are not necessarily based on the number of megawatts (“MWs”).
Strategic Enablers (25% weighting)
| | | Maximum | Target | Threshold | | Category | Weighted | | | Category | Achievement | Achievement | Achievement | Company Actual | Payout | Payout | | Milestone | Weighting | (200%) | (100%) | (50%) | Achievement | Percentage | Percentage | | Secure New Backlog | 25% | $400 million | $300 million | $250 million | $248 million | 0% | 0% | | Achieve FY End Unrestricted Cash Target(1) | 25% | $400 million | $300 million | $250 million | $257 million | 56% | 14% | | Achieve Adjusted EBITDA(2)(3) — Percent Deviation from Budget | 25% | 20% | 0% | (20)% | 0.4% | 101% | 25% | | Achieve a Total Reportable Injury Rate of < 1.6 | 25% | 1.00 | 1.60 | 2.60 | 1.04 | 194% | 49% | | | 100% | | | | | | 88% |
Strategic Enablers (25% weighting)
| (1) Includes investments in short-term treasury securities. In calculating the total amount of the Company’s unrestricted cash at the end of fiscal year 2024, the Compensation and Leadership Development Committee included both the amount of unrestricted cash and the amortized cost of short-term U.S. Treasury Securities outstanding as of October 31, 2024. |
Strategic Enablers (25% weighting)
| | established a target of $300 million of unrestricted cash by the end of fiscal year 2024. 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 results as of October 31, 2023 which was $353.7 million of unrestricted cash and short term investments. The reason for the decision to decrease the target amount in fiscal year 2024 is that there is a financing element included in achieving the fiscal year-end target. The target includes net proceeds from sales of common stock. Given the Company’s market capitalization and stock price, 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 2024. It was determined that a target of $300 million was adequate to execute on the Company’s business plan. During fiscal year 2024, we had $92.6 million of net proceeds from sales of our common stock, $23.1 million of proceeds from debt financings and $25.1 million of contributions received from the sale of a noncontrolling interest in connection with tax equity financings. We also began fiscal year 2024 by continuing with planned investments in capital assets and research and development to commercialize solid oxide. With the challenges in targeted markets for our solid oxide technology, we reduced capital spending during the year and implemented workforce reductions to ensure we maintained a strong cash balance. We ended the fiscal year with total unrestricted cash and short-term investments of approximately $257 million, which was $7 million above the minimum threshold achievement level. As a result, the Compensation and Leadership Development Committee determined that a 14% payout percentage was achieved for this milestone. | | Achieve Adjusted EBITDA – Percent Deviation from Budget | Achieving financial results within acceptable variances of 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 2024 budget of Adjusted EBITDA of approximately $(101.5) million. We ended the fiscal year with Adjusted EBITDA of approximately $(101.1) million which was a positive 0.4% deviation from the target achievement level. Despite some delays in higher margin product shipments from originally planned dates, we offset this unfavorable impact to Adjusted EBITDA during the fiscal year by significantly reducing operating expenses through the implementation of a hiring freeze and workforce reductions. As a result, the Compensation and Leadership Development Committee determined that a 25% payout percentage was achieved for this milestone. | | Achieve a Total Reportable Injury Rate of < 1.6 | Safety is a core value of the Company. Therefore, in fiscal year 2024, the Compensation and Leadership Development Committee continued its focus on safety and lowered the target achievement level to a Total Reportable Injury Rate (“TRIR”) target of 1.6 for fiscal year 2024 from 2.2 in fiscal year 2023. The actual TRIR for fiscal year 2024 was 1.04. As a result, the Compensation and Leadership Development Committee determined that a 49% payout percentage was achieved for this milestone. |
Strategic Enablers (25% weighting)
| | | Company Actual | Percentage of | Weighted Payout | | Initiative | Weight | Achievement | Target Achievement | Percentage | | Expand solid oxide manufacturing capacity and produce and install initial units | 33% | Partial | 50% | 17% | | Demonstrate carbon recovery to address food and beverage market | 34% | Partial | 50% | 17% | | Enable large scale carbon capture with commercial manufacturing partnership and demonstration site | 33% | Partial | 67% | 22% | | | 100% | | | 56% |
Strategic Enablers (25% weighting)
| Expand solid oxide manufacturing capacity and produce and install initial units | The goal of this strategic enabler was to expand the Company’s manufacturing capacity for solid oxide fuel cells (“SOFCs”) and solid oxide electrolysis cells (“SOECs”) to produce distributed hydrogen and complete and install initial field test units. Activities planned for fiscal year 2024 under this strategic enabler included: (1) completing installation of two SOFC units — one at Trinity College and another at one of our facilities, (2) producing hydrogen from the SOEC unit to be delivered to Idaho National Laboratory (“INL”) and substantially completing the design and fabrication of another SOEC unit, and (3) completing the expansion of manufacturing capacity at our Calgary facility for SOFCs and SOECs and selecting a solid oxide manufacturing site in the United States. While we completed certain of these planned activities including production of hydrogen from the INL SOEC unit and selection of our Torrington facility as a second solid oxide manufacturing location in addition to Calgary, other planned activities are still in progress or were either deferred as the hydrogen market has not developed at the pace expected. This includes deferral of the manufacturing capacity expansion at our Calgary facility as part of our efforts to conserve cash, deferral of spending required to complete the Trinity SOFC project and deferral of spending related to the design and fabrication of the second SOEC unit. The design for the second SOFC unit to be installed at one of our facilities is partially complete. After reviewing the results of these planned activities, the Compensation and Leadership Development Committee determined that a 50% payout percentage was achieved for this strategic enabler as a result reviewing the totality of the planned activities and the completed results. | | Demonstrate carbon recovery to address food and beverage market | We believe one of the unique attributes of our molten carbonate fuel cell technology includes the ability to separate and recover carbon dioxide which we believe has significant market potential within the food and beverage industry. The goal of this strategic enabler was to demonstrate to the food and beverage industry the carbon recovery capabilities of our molten carbonate fuel cell technology. Activities planned for fiscal year 2024 under this strategic enabler included: (1) engineering of equipment for and supply of equipment to our Torrington facility by July 2024 and (2) food and beverage grade validation and taste test passed by October 2024. Although the planned activities for this strategic enabler were either completed or very near completion by the end of our fiscal year on October 31, 2024, there were delays compared to the original planned completion dates during fiscal year 2024. As a result, the Compensation and Leadership Development Committee determined that a 50% payout percentage was achieved for this strategic enabler. | | Enable large scale carbon capture with commercial manufacturing partnership and demonstration site | The goal of this strategic enabler was to continue progress towards enabling large scale carbon capture technology by securing a commercial manufacturing partnership and demonstration site. Activities planned for fiscal year 2024 under this strategic enabler included: (1) executing a contract with Esso Nederland B.V. for the Rotterdam demonstration site, (2) establishing a partnership structure with an ExxonMobil affiliate for carbon capture commercialization and (3) completing assembly of the Generation 2 carbon capture module prototype. Results of our planned activities included: (1) the execution of a purchase order with Esso Nederland B.V. for the Rotterdam demonstration site during fiscal year 2024, and (2) progression to plan of the assembly of the Generation 2 carbon capture module prototype as of the end of our fiscal year. We have not yet established a partnership structure for carbon capture commercialization with ExxonMobil. As a result, the Compensation and Leadership Development Committee determined that a 67% payout percentage was achieved for this strategic enabler. |
Strategic Enablers (25% weighting)
Combined Performance Results and Annual Incentive Award Payments for Fiscal Year 2024 Following the conclusion of fiscal year 2024, the Compensation and Leadership Development Committee reviewed the Company’s performance as measured against the Company’s operational milestones and strategic enablers and approved an annual incentive award achievement percentage of 80% of the target award levels, determined as follows:
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 2024, 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 2024, 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 3-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 2024 Grants of Plan-Based Awards table on page 59 for information regarding the actual grants made to our NEOs during fiscal year 2024. In each of fiscal years 2022, 2023 and 2024, 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 across our industry, 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
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
these metrics are 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 are capped at 200% of the target number of PSUs, and the award is 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 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:
Long-Term Incentive Compensation
| Fiscal Year Relative TSR PSUs | Beginning Stock Price | Ending Stock Price | | 2022 | The average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2021 | The average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2024 | | 2023 | The average closing price of the Company’s common stock over the 20 consecutive trading days ending on October 31, 2022 | The average closing price of the Company’s common stock over the 20 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 |
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 addition, the Compensation and Leadership Development Committee determined to keep the Relative TSR goals for fiscal year 2025 consistent with the fiscal years discussed above. The Compensation and Leadership Development Committee certified achievement of the 2022 Relative TSR PSUs at 52.665% of target based on the criteria above. The 2022 Relative TSR PSUs were subject to vesting based on continued service until December 10, 2024, at which time the awards vested. Health and Retirement Benefits
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 Fourth 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.
Equity Award Grant Policy
Equity Award Grant Policy We maintain an Equity Award Grant Policy, which is reviewed by the Compensation and Leadership Development Committee on an annual basis. This policy includes the following key provisions: (a) all equity awards of more than 1,333 shares must be submitted to the Compensation and Leadership Development Committee for approval; (b) all equity awards granted to executives at the level of vice president (or above) must be submitted to the Compensation and Leadership Development Committee for approval; (c) the Compensation and Leadership Development Committee has authorized a pool of up to 25,000 shares from which the CEO may approve equity awards for special recognition or retention purposes, provided that such grants are limited to a grant date fair value of $25,000 or less, and further provided that no grants may be made from this pool to officers, directors or new hires; and (d) the Compensation and Leadership Development Committee has authorized a pool of up to 6,667 shares per year under an “At Choice” program from which the CEO may approve equity awards to facilitate the retention, engagement and recognition of non-management employees (hourly employees). The size of each “At Choice” award is to be determined based on a matrix considering job level.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Compensation and Leadership Development Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee does not take into account material non-public information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Compensation Risk Assessment
| | | | | | Non-Equity | | | | | | | | | Incentive Plan | All Other | | | | | Salary | | Stock Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | Bonus($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Jason Few | 2024 | 579,306 | — | 3,020,681 | 535,473 | 30,183 | 4,165,643 | | President and | 2023 | 564,480 | — | 3,732,622 | 480,960 | 33,259 | 4,811,321 | | Chief Executive Officer | 2022 | 542,577 | — | 1,306,250 | 584,220 | 25,754 | 2,458,801 | | Michael S. Bishop | 2024 | 441,987 | — | 1,173,545 | 249,750 | 17,317 | 1,882,599 | | Executive Vice President, | 2023 | 434,650 | — | 848,324 | 235,671 | 16,099 | 1,534,743 | | Chief Financial Officer and Treasurer | 2022 | 417,340 | — | 408,920 | 292,402 | 8,369 | 1,127,032 | | Joshua Dolger | 2024 | 382,376 | — | 645,391 | 184,809 | 15,256 | 1,227,831 | | Executive Vice President, | 2023 | 369,083 | — | 652,557 | 171,532 | 14,425 | 1,207,597 | | General Counsel and Corporate Secretary | 2022 | 354,383 | 50,000 | 760,527 | 210,095 | 10,125 | 1,385,130 | | Michael J. Lisowski | 2024 | 373,188 | — | 645,391 | 196,734 | 12,304 | 1,227,617 | | Executive Vice President, | 2023 | 413,809 | — | 848,324 | 224,371 | 12,660 | 1,499,164 | | Strategic Partnerships | 2022 | 393,297 | — | 408,920 | 278,382 | 8,933 | 1,089,532 | | Mark Feasel | 2024 | 385,732 | — | 645,391 | 216,828 | 16,242 | 1,264,193 | | Executive Vice President and | 2023 | 377,354 | — | 848,324 | 204,604 | 15,759 | 1,446,041 | | Chief Commercial Officer | 2022 | 203,557 | 400,000 | 1,211,078 | 147,237 | 10,125 | 1,971,997 |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few
| | | | Termination without | | | | | Cause or Resignation | | | | | for Good Reason | | | Termination without | | Following Change | | | Cause or Resignation | Death or | in Control of | | | for Good Reason | Disability | the Company | | Executive Payments and Benefits(1) | ($)(2) | ($)(2) | ($)(2) | | Accelerated vesting: | | | | | Stock options | — | — | — | | Restricted Shares/Stock Units(3) | 474,851 | — | 978,915 | | Payment for annual incentive award(4) | 1,164,072 | — | 1,164,072 | | Continued Health Insurance Premiums(5) | 31,991 | — | 63,982 | | Severance payment(4) | 782,036 | — | 1,364,072 | | TOTAL | 2,452,950 | — | 3,571,040 |
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 vesting of all of Mr. Few’s outstanding restricted stock unit awards (including RSUs and PSUs) as reflected in the Outstanding Equity Awards at 2024 Fiscal Year-End Table on page 60 of this Proxy Statement accelerated as of October 31, 2024. These amounts reflect the terms of his compensation arrangements as approved by the independent members of our Board. |
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, 2024. The market price of our common stock on October 31, 2024 was $10.20 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. |
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, 2024 is based on the 45,457 restricted stock units and 1,097 performance stock units that had not vested as of October 31, 2024 at $10.20 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, 2024 is based on the 45,457 restricted stock units and 50,515 performance stock units that had not vested as of October 31, 2024 at $10.20 per share. |
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 $200,000. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Few
| (5) Mr. Few is eligible to receive payment of continued health insurance for a period of 12 months upon termination of employment without cause or resignation for good reason and 24 months if termination of employment without cause or resignation for good reason occurs in connection with a change in control of the Company. The value of continued health insurance is based on the medical and dental insurance rates in effect for all employees of the Company as of October 31, 2024. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop
| | | | Termination without | | | | | Cause or Resignation | | | | | for Good Reason | | | Termination without | | Following Change | | | Cause or Resignation | Death or | in Control of | | | for Good Reason | Disability | the Company | | Executive Payments and Benefits(1) | ($)(2) | ($)(2) | ($)(2) | | Accelerated vesting: | | | | | Stock options | — | — | — | | Restricted Shares/Stock Units(3) | — | — | 340,643 | | Payment for annual incentive award(4) | — | — | 121,803 | | Continued Health Insurance Premiums(5) | 11,645 | — | 23,291 | | Severance payment(4) | 222,991 | — | 445,982 | | TOTAL | 234,636 | — | 931,718 |
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 $121,803 based on the average of all annual incentive award payments for fiscal year 2011 through fiscal year 2023, and that Mr. Bishop had outstanding restricted stock unit awards as reflected in the Outstanding Equity Awards at 2024 Fiscal Year-End Table on page 60 of this Proxy Statement and target performance stock unit awards as reflected in the Fiscal Year 2024 Grants of Plan-Based Awards table on page 59 of this Proxy Statement. These amounts reflect the terms of his compensation arrangements as approved by the Compensation and Leadership Development Committee. |
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, 2024. The market price of our common stock on October 31, 2024 was $10.20 per share. |
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, 2024 is based on the 16,106 restricted stock units and 17,290 performance stock units that had not vested as of October 31, 2024 at $10.20 per share. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop
| (4) In the event Mr. Bishop’s employment is terminated without cause or he resigns for good reason, he is eligible to receive a severance payment equal to six months of his base salary. In the event his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company, he is eligible for 12 months of his base salary plus a bonus payment for the severance period equal to the average of the bonuses awarded to him since his appointment as an executive officer of the Company in 2011. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Bishop
| (5) Mr. Bishop is eligible to receive payment of continued health insurance for a period of six months in the event his employment is terminated without cause or he resigns for good reason and 12 months if his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company. The value of continued health insurance is based on the medical and dental insurance rates in effect for all employees of the Company as of October 31, 2024. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
| | | | Termination without | | | | | Cause or Resignation | | | | | for Good Reason | | | Termination without | | Following Change | | | Cause or Resignation | Death or | in Control of | | | for Good Reason | Disability | the Company | | Executive Payments and Benefits(1) | ($)(2) | ($)(2) | ($)(2) | | Accelerated vesting: | | | | | Stock options | — | — | — | | Restricted Shares/Stock Units(3) | — | — | 200,155 | | Payment for annual incentive award(4) | — | — | 138,896 | | Continued Health Insurance Premiums(5) | 15,995 | — | 31,991 | | Severance payment(4) | 192,509 | — | 385,018 | | TOTAL | 208,504 | — | 756,060 |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
| (1) For purposes of this analysis, we have assumed that Mr. Dolger’s compensation is as follows: a base salary equal to $385,018 and an annual incentive award equal to $138,896 which was based on the average of all annual incentive award payments for fiscal year 2021 through fiscal year 2023, and that Mr. Dolger had outstanding |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
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Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
restricted stock unit awards as reflected in the Outstanding Equity Awards at 2024 Fiscal Year-End Table on page 60 of this Proxy Statement and target performance stock unit awards as reflected in the Fiscal Year 2024 Grants of Plan-Based Awards table on page 59 of this Proxy Statement. These amounts reflect the terms of his compensation arrangements as approved by the Compensation and Leadership Development Committee. Mr. Dolger became Executive Vice President and General Counsel in December 2021 (and Corporate Secretary in June 2021).
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
| (2) Assumes Mr. Dolger's date of termination of employment was October 31, 2024. The market price of our common stock on October 31, 2024 was $10.20 per share. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
| (3) The value of the restricted stock units and performance stock units on October 31, 2024 is based on the 9,359 restricted stock units and 10,264 performance stock units that had not vested as of October 31, 2024 at $10.20 per share. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
| (4) In the event Mr. Dolger's employment is terminated without cause or he resigns for good reason, he is eligible to receive a severance payment equal to six months of his base salary. In the event his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company, he is eligible for 12 months of his base salary plus a bonus payment for the severance period equal to the average of the bonuses awarded to him since his appointment as an executive officer of the Company in 2021. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Dolger
| (5) Mr. Dolger is eligible to receive payment of continued health insurance for a period of six months in the event his employment is terminated without cause or he resigns for good reason and 12 months if his employment is terminated without cause or he resigns for good reason in connection with a change in control of the Company. The value of continued health insurance is based on the medical and dental insurance rates in effect for all employees of the Company as of October 31, 2024. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
| | | | Termination without | | | | | Cause or Resignation | | | | | for Good Reason | | | Termination without | | Following Change | | | Cause or Resignation | Death or | in Control of | | | for Good Reason | Disability | the Company | | Executive Payments and Benefits(1) | ($)(2) | ($)(2) | ($)(2) | | Accelerated vesting: | | | | | Stock options | — | — | — | | Restricted Shares/Stock Units(3) | — | — | 214,183 | | Payment for annual incentive award(4) | — | — | 174,063 | | Continued Health Insurance Premiums(5) | 18,551 | — | 37,103 | | Severance payment(4) | 212,299 | — | 424,598 | | TOTAL | 230,850 | — | 849,947 |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
| (1) For purposes of this analysis, we have assumed that Mr. Lisowski’s compensation is as follows: a base salary equal to $424,598 and an annual incentive award equal to $174,063 based on the average of all annual incentive award payments for fiscal years 2019 through 2023, and that Mr. Lisowski had outstanding restricted stock unit awards as reflected in the Outstanding Equity Awards at 2024 Fiscal Year-End Table on page 60 of this Proxy Statement and target performance stock unit awards as reflected in the Fiscal Year 2024 Grants of Plan-Based Awards table on page 59 of this Proxy Statement. These amounts reflect the terms of his compensation arrangements approved by the Compensation and Leadership Development Committee. Mr. Lisowski became an executive officer of the Company in 2019. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
| (2) Assumes Mr. Lisowski's date of termination of employment was October 31, 2024. The market price of our common stock on October 31, 2024 was $10.20 per share. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
| (3) The value of the restricted stock units and performance stock units on October 31, 2024 is based on the 9,907 restricted stock units and 11,091 performance stock units that had not vested as of October 31, 2024 at $10.20 per share. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
| (4) In the event Mr. Lisowski's employment is terminated without cause or he resigns for good reason, he is eligible to receive a severance payment equal to six months of his base salary. 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 12 months of his base salary plus a bonus payment for the severance period equal to the average of the bonuses awarded to him since his appointment as an executive officer of the Company in 2019. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
| (5) Mr. Lisowski is eligible to receive payment of continued health insurance for a period of six 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, 2024. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Lisowski
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Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
| | | | 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) | — | — | 214,183 | | Payment for annual incentive award(4) | — | — | 147,237 | | Continued Health Insurance Premiums(5) | 18,551 | — | 37,103 | | Severance payment(4) | 193,596 | — | 387,192 | | TOTAL | 212,147 | — | 785,715 |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
| (1) For purposes of this analysis, we have assumed that Mr. Feasel’s compensation is as follows: a base salary equal to $387,192 and an annual incentive award payment equal to $175,921 based on the average of all annual incentive award payments for fiscal years 2022 and 2023, and that Mr. Feasel had outstanding restricted stock unit awards as reflected in the Outstanding Equity Awards at 2024 Fiscal Year-End Table on page 60 of this Proxy Statement and target performance stock unit awards as reflected in the Fiscal Year 2024 Grants of Plan-Based Awards table on page 59 of this Proxy Statement. These amounts reflect the terms of his compensation arrangements approved by the Compensation and Leadership Development Committee. Mr. Feasel became the Chief Commercial Officer of the Company in 2022. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
| (2) Assumes Mr. Feasel’s date of termination of employment was October 31, 2024. The market price of our common stock on October 31, 2024 was $10.20 per share. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
| (3) The value of the restricted stock units and performance stock units on October 31, 2024 is based on the 9,907 restricted stock units and 11,091 performance stock units that had not vested as of October 31, 2024 at $10.20 per share. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
| (4) In the event Mr. Feasel’s employment is terminated without cause or he resigns for good reason, he is eligible to receive a severance payment equal to six months of his base salary. 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 12 months of his base salary plus a bonus payment for the severance period equal to the average of the bonuses awarded to him since his appointment as our Chief Commercial Officer (which occurred in 2022). |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
| (5) Mr. Feasel is eligible to receive payment of continued health insurance for a period of six 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, 2024. |
Potential Payments and Benefits Upon a Termination of Employment or a Change in Control of the Company for Mr. Feasel
CEO Pay Ratio
CEO Pay Ratio — 39:1
CEO Pay Ratio — 39:1 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.
CEO Pay Ratio — 39:1
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CEO Pay Ratio — 39:1
To identify our median employee in fiscal year 2024, we calculated the annual target total direct compensation for fiscal year 2024 of each employee as of October 31, 2024 (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, 2024. To identify our median compensated employee for fiscal year 2024, 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 292 on the list of 584 employees. We then calculated the annual fiscal year 2024 total compensation for our median compensated employee using the same methodology used for our CEO as set forth in the Fiscal Year 2024 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 2024 in the same manner as the CEO’s annual total compensation was calculated in the Fiscal Year 2024 Summary Compensation Table. Our median employee’s annual total compensation for fiscal year 2024 was $105,740. Our CEO’s annual total compensation, as reported in the Fiscal Year 2024 Summary Compensation Table, was $4,165,643. Therefore, our CEO Pay Ratio for 2024 was approximately 39 to 1.
CEO Pay Ratio — 39:1
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CEO Pay Ratio — 39:1
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.
CEO Pay Ratio — 39:1
| | | | | | 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) | ($) (g) | millions) (h) | (i) | | 2024 | 4,165,643 | 817,719 | 1,400,560 | 562,259 | 17 | 72 | (156,778) | 112,132 | | 2023 | 4,811,321 | 1,442,474 | 1,421,886 | 660,598 | 55 | 71 | (108,056) | 123,394 | | 2022 | 2,458,801 | (3,687,206) | 1,393,423 | 581,404 | 156 | 120 | (147,232) | 130,484 | | 2021 | 3,585,248 | 11,728,338 | 1,235,462 | 2,386,582 | 400 | 164 | (101,025) | 69,585 |
CEO Pay Ratio — 39:1
| (a) This statement includes four fiscal years (2021, 2022, 2023 and 2024) rather than five because this is a transition year for the new regulation. |
CEO Pay Ratio — 39:1
| (b) The principal executive officer (“PEO”) is Jason Few for all years shown. |
CEO Pay Ratio — 39:1
| (c) Compensation actually paid (“CAP”) to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. |
CEO Pay Ratio — 39:1
| Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table (“SCT”) Total Compensation ($) | 3,585,248 | 2,458,801 | 4,811,321 | 4,165,643 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (2,641,264) | (1,306,250) | (3,732,622) | (3,020,681) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 4,073,169 | 434,375 | 900,689 | 602,364 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 6,657,887 | (1,833,203) | (142,382) | (483,437) | | Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | — | — | — | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 53,298 | (3,440,929) | (394,532) | (446,170) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — | | Compensation Actually Paid ($) | 11,728,338 | (3,687,206) | 1,442,474 | 817,719 |
CEO Pay Ratio — 39:1
| (d) The following Non-PEO NEOs are included in the average figures shown: 2021 includes Mr. Bishop, Mr. Dolger, Mr. Lisowski, Anthony Leo (the Company’s former Executive Vice President and Chief Technology Officer) and Jennifer Arasimowicz (the Company’s former Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary) and for 2022, 2023 and 2024 includes Mr. Bishop, Mr. Dolger, Mr. Lisowski and Mr. Feasel. |
CEO Pay Ratio — 39:1
| (e) CAP to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. |
CEO Pay Ratio — 39:1
| Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Non-PEO NEOs | See column (d) note above | See column (d) note above | See column (d) note above | See column (d) note above | | Average SCT Total Compensation ($) | 1,235,462 | 1,393,423 | 1,421,886 | 1,400,560 | | Less: Average Stock and Option Award Values Reported in SCT for the Covered Year ($) | (654,102) | (697,361) | (799,382) | (777,430) | | Plus: Average Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 939,440 | 256,623 | 187,271 | 155,030 | | Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 777,820 | (336,736) | (87,520) | (103,535) | | Average Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | — | — | — | | Average Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 87,963 | (34,544) | (61,657) | (112,366) | | Less: Average Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — | | Average Compensation Actually Paid ($) | 2,386,582 | 581,404 | 660,598 | 562,259 |
CEO Pay Ratio — 39:1
(f) Represents our TSR calculated from October 31, 2020 for the measurement periods ending October 31 of each of 2021, 2022, 2023 and 2024, respectively. (g) Represents the peer group TSR calculated from October 31, 2020 for the measurement periods ending on October 31 of each of 2021, 2022, 2023 and 2024, respectively. The peer group used for this purpose is the following published industry index: NASDAQ Clean Edge Green Energy Total Return Index. (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 and 2024. (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 and 2024.
CEO Pay Ratio — 39:1
| 68 | 2025 Proxy Statement | |
Most Important Measures to Determine Fiscal Year 2024 Compensation Actually Paid
Most Important Measures to Determine Fiscal Year 2024 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 five operating performance measures listed below represent the most important metrics we used to link CAP to financial performance for fiscal year 2024, as further described in the section above entitled “Compensation Discussion and Analysis”.