DEF 14A of Bloom Energy Corp, Mar 26, 2024

DEF 14A of Bloom Energy Corp

Filed Mar 26, 2024 · FY20230001628280-24-013081

Open on EDGAR

  1. Promoting Inclusion and Diversity

    Promoting Inclusion and Diversity Since our founding, we have been committed to advancing inclusion and diversity across our organization. We endeavor to foster a work environment that values each person and contribution while promoting diversity of thought, positive engagement, and productivity. We recognize that having a multi-faceted team—with a wide array of knowledge, skills, life and professional experience, and viewpoints—fuels our innovation and growth. One of our greatest strengths is the diversity of our employees, and we believe diverse leaders serve as role models for our inclusive workforce. We continuously evolve our hiring strategies, track our progress, and hold ourselves accountable to advancing global diversity. We seek to hire employees from a broad pool of talent with diverse backgrounds, perspectives, and abilities, and we believe diverse leaders serve as role models for our inclusive workforce. Our Effective Interviewing course for hiring managers and interviewers covers unconscious bias. Our continued engagement with organizations that partner with diverse communities have been essential to our efforts to increase women, veteran, and minority representation in our workforce. At the end of 2023, ethnic minorities represented 66% of the Bloom U.S. population and 43% of the leadership population (Directors and above). Bloom Energy Women Leaders (“BEWL”) is an employee group aiming to create and encourage a Bloom culture where women leaders thrive. BEWL is open to all employees and consists of members from all levels of leadership. Women at Bloom represent 25% of the population and BEWL is one example of the efforts the company is engaging in to increase the percentage of women in leadership positions (15%).

  2. Promoting Inclusion and Diversity

    | Female Employees | 2023 | | All Employees | 25% | | Directors and above | 15% | | Ethnically Diverse | 2023 | | All Employees (US only) | 66% | | Directors and above | 43% |

  3. Promoting Inclusion and Diversity

    We partner with several veteran search firms to identify talent leaving the military. At the end of 2023, 7% of our workforce has a military background, including 33% in the Service organization. In Delaware, we have worked with the Dover Air Force base and the Delaware National Guard for hiring events. Bloom was awarded the Warrior Friendly Business award for 2023 by the Delaware National Guard. Our continued engagement with organizations that work with diverse communities has been vital to our efforts to increase women and minority representation in our workforce. Our “Careers at Bloom Silicon Valley” campaign targets recruiting diverse talent from underserved communities for hourly manufacturing roles. To promote inclusivity, we advertise our jobs in multiple languages and participate in community job fairs giving equal access to opportunities. In line with our mission, in 2023 we also launched the inaugural Colin Powell - Bloom Energy Innovation Fellowship. We partnered with City College of New York Colin Powell School for Civic and Global Leadership to identify a dozen summer interns. These are students from underrepresented minorities, with the majority of them being the first to attend college in their family. We also have partnerships with a number of historically black colleges and universities, including Delaware State University and Howard University.

  4. Promoting Inclusion and Diversity

    | Bloomenergy | 2024 Proxy Statement | 11 |

  5. Promoting Inclusion and Diversity

    | Governance Highlights |

  6. Promoting Inclusion and Diversity

    Our Board at a Glance (learn more on page 23)

  7. Promoting Inclusion and Diversity

    | Name and Primary Occupation | | Career Highlights | Age | Director Since | Committees | | | Other Current Public Company Boards | | | | | | | AC | CC | NC | | | Continuing Class I Directors | | | | | | | | | | | Mary K. Bush President Bush International, LLC Independent | •30+ years advising U.S. corporations and foreign governments •Held several Presidential appointments in banking and international finance | 75 | 2017 | C* | | | 1 | | | KR Sridhar Founder, Chairman & CEO Bloom Energy | •20+ years at Bloom Energy as Founder, Chairman & CEO •Former Professor of Aerospace and Mechanical Engineering •Former advisor to NASA | 63 | 2002 | | | | 1 | | Continuing Class II Directors | | | | | | | | | | | Jeffrey Immelt Lead Independent Director Venture Partner New Enterprise Associates, Inc. Former Chairman & CEO General Electric Independent | •15+ years leading GE as CEO/Chair •Named one of the “World’s Best CEOs” 3x by Barron’s •Former Chair of the President’s Council on Jobs and Competitiveness under the Obama Administration | 68 | 2019 | | C | | 3 | | | Eddy Zervigon CEO Quantum Xchange Independent | •Former CPA at PwC •15 years as a Managing Director at Morgan Stanley where he worked with us during our early growth stages •CEO of Quantum Xchange, a cybersecurity company | 55 | 2007 | M* | | C | - | | Nominees for Election as Class III Directors | | | | | | | | | | | Michael J. Boskin Professor of Economics & Hoover Institution Senior Fellow Stanford University Independent | •50+ years as Stanford University faculty member •Former chairman of the President’s Council of Economic Advisors •20+ years on ExxonMobil board | 78 | 2019 | M | | M | 1 | | | John T. Chambers Founder & CEO JC2 Ventures Former Chairman & CEO Cisco Independent | •20+ years leading Cisco Systems as CEO/ Chair •Global Ambassador of the French Tech •Named a “Best-Performing CEO in the World” from Harvard Business Review and received the “Edison Achievement Award for Innovation.” | 74 | 2018 | | M | | - | | | Cynthia (CJ) Warner Former President and CEO Renewable Energy Group Independent | •Former President and CEO of Renewable Energy Group, a leading international producer of low carbon, bio-based diesel •Named “Director of the Year, Corporate Governance” by the Corporate Directors' Forum in 2023 and “Alumni of the Year, 2023” by Vanderbilt University | 65 | 2023 | M* | | M | 2 |

  8. Promoting Inclusion and Diversity

    | AC | Audit Committee | C | Chair | | CC | Compensation and Organizational Development Committee (“Compensation Committee”) | M | Member | | NC | Nominating Committee | * | Audit Committee Financial Expert |

  9. Promoting Inclusion and Diversity

    | 12 | Bloomenergy | 2024 Proxy Statement |

  10. Promoting Inclusion and Diversity

    | Engaged Oversight |

  11. Promoting Inclusion and Diversity

    We maintain an engaged and attentive Board. All directors attended at least 75% of all Board and committee meetings during the period in which he or she was on the Board or committee in 2023, with an average attendance of 99%.

  12. Promoting Inclusion and Diversity

    | 5 | 5 | 4 | 4 | | Board Meetings. Directors also participated on calls in between formal meetings. | Audit Committee Meetings | Compensation and Organizational Development Committee Meetings | Nominating, Governance and Public Policy Committee Meetings |

  13. Promoting Inclusion and Diversity

    Board Composition (learn more on page 16) Our directors reflect a range of tenures and diverse experiences that support our strategy with relevant expertise.

  14. Promoting Inclusion and Diversity

    | Tenure (non-employee directors) | Diversity | Independence | Age | | | | | |

  15. Promoting Inclusion and Diversity

    Director Experience (learn more on page 17) When selecting directors to join our Board, we seek candidates with:

  16. Promoting Inclusion and Diversity

    | 100% | 100% | 100% | 100% | | of Directors | of Directors | of Directors | of Directors | | Extraordinary Leadership Qualities | High Personal and Professional Integrity and Ethics | Diversity of Thought | Demonstrated Experience in Strategy, Risk Management, and Driving Change and Growth |

  17. Promoting Inclusion and Diversity

    | Bloomenergy | 2024 Proxy Statement | 13 |

  18. Promoting Inclusion and Diversity

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  19. Promoting Inclusion and Diversity

    Governance Practices (learn more on page 31) Our corporate governance practices are designed to support effective Board oversight, the execution of our strategy, and alignment with stockholder interests, including: Single class of common stock (dual-class sunset in July 2023) Strong lead independent director 100% independent Board committees Annual Board, committee, and director performance assessments Regular executive sessions of independent directors Stock ownership guidelines to promote alignment with stockholder interests Board- and committee-level oversight of sustainability matters Board- and committee-level oversight of risk and compliance Overboarding limits on outside board service Director resignation requirement following a substantial change in professional circumstances Prohibition on hedging and pledging Clawback policies applicable to cash and equity-based incentive compensation, whether vested or unvested Stockholder Engagement (learn more on page 44) We engage with our stockholders on both the portfolio management and stewardship sides. On the portfolio management side, our investor relations team, CEO, and CFO regularly communicate with stockholders and attend conferences. We also host an Investor Conference to share our vision and plans with investors. On the stewardship side, our management team proactively interacts with our stockholders throughout the year to better understand their perspectives on significant issues. The feedback from these meetings, and from our stockholder engagement in general, is shared with our Board and the relevant Board committees.

  20. Our Board

    Our Board

  21. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

  22. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | | Relevant Qualifications for Bloom: Dr. Boskin is recognized internationally for his research on world economic growth, tax and budget theory and policy, U.S. saving and consumption patterns and the implications of changing technology and demography on capital, labor, and product markets. He brings to the Board significant economic and financial expertise and provides a unique perspective on a number of issues faced by Bloom given its global operations in the energy market, including factors driving energy policy and demand in certain countries, tax and treasury functions regarding corporate financing and U.S. energy tax incentives, financing models for energy equipment, and general economic and labor trends and risks. Having served for over twenty years on the board of Exxon Mobil and given his experience with governments globally with his economic work enables Dr. Boskin to provide us with guidance on regulatory and policy issues pertaining to energy and the global energy transition. Dr. Boskin’s experience as CEO of his consultancy firm and as a current and former director of large complex global organizations provides the Board with important perspectives as Bloom seeks to scale its organization and expand globally as well as evaluate its governance and sustainability practices. | | | Michael J. Boskin Age: 78 Director Since: November 2019 Committee Membership: •Audit •Nominating Other Public Company Boards: •Oracle Corporation Independent Tully M. Friedman Professor of Economics & Wohlford Family Hoover Institution, Senior Fellow, Stanford University CEO & President, Boskin & Co. | | | | | | | | | Professional Background •1971 – Present: Tully M. Friedman Professor of Economics and Wohlford Family Hoover Institution Senior Fellow, Stanford University •1980 – Present: CEO and President, Boskin & Co., Inc., a consulting firm •1989 – 1993: Chairman, President’s Council of Economic Advisers | Other Directorships & Memberships •Co-President, Koret Foundation, which gives grants to support educational advancement and career success of children from disadvantaged backgrounds •1996 – 2018: Director, ExxonMobil |

  23. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | Bloomenergy | 2024 Proxy Statement | 23 |

  24. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  25. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | | Relevant Qualifications for Bloom: Mr. Chambers’ experience as CEO and Chairman of Cisco Systems for over 20 years, scaling it through strategic development and partnerships from $1b in revenue into a global communications technology company with over $47b in revenue enables him to provide valuable insights to the Board as Bloom seeks to grow its operations globally and expand its product offerings into new markets and territories. Leading a complex, global organization through this scale of growth also provides unique perspectives on organizational structures, leadership and team development, and human capital management, which are areas of constant evolution for Bloom as a fully-integrated R&D and manufacturing company. Mr. Chambers provides experience and expertise leveraging customer and strategic partnerships for growth, which provides valuable lessons to the Board and management as Bloom seeks to develop its sales teams and channel partners. As Bloom brings new, innovative technology to market, Mr. Chambers, through his experience with new technology ventures at Cisco as well as mentoring startups, provides the Board with perspectives on commercializing new technology and developing new business models to enable scale and growth. Mr. Chambers work with governments across the world with respect to technology and economic development provides the Board with unique perspectives as Bloom seeks to expand globally in the heavily-regulated and policy-driven energy industry. Mr. Chambers brings cybersecurity expertise with his years of experience in communications technology. | | | John T. Chambers Age: 74 Director Since: August 2018 Committee Membership: •Compensation Other Public Company Boards: •None Independent Founder & CEO, JC2 Ventures | | | | | | | | | Professional Background •2017 – Present: Founder, Chief Executive Officer, JC2 Ventures, a venture capital firm •2015 – 2017: Executive Chairman, Cisco Systems, Inc. (“Cisco”), a networking and information technology company •2006 – 2015: Chairman, Cisco •1995 – 2015: Chief Executive Officer, Cisco •1995 – 2006: President, Cisco •1982 – 1990: Senior Vice President of U.S. Operations, among other roles, Wang Laboratories, Inc., a former computer-based office information processing systems company | Other Directorships & Memberships •Chairman of the US-India Strategic Partnership Forum •Appointed Global Ambassador of the French Tech by President Emmanuel Macron of France •2017-2023: Director, Sprinklr, Inc. |

  26. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | 24 | Bloomenergy | 2024 Proxy Statement |

  27. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  28. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | Cynthia (CJ) Warner Age: 65 Director Since: June 2023 Committee Membership: •Audit (Audit Committee Financial Expert) •Nominating Other Public Company Boards: •Chevron Corporation •Sempra Independent Former President and CEO of Renewable Energy Group, Inc. | Relevant Qualifications for Bloom: Ms. Warner brings over 40 years of business leadership experience in the traditional and renewable energy sectors which provides critical insights to the Board on Bloom’s technology, market, and customers as Bloom’s technology solutions seek to accommodate all phases of the energy transition - from resilient power generation running on natural gas or low or zero carbon biofuels and hydrogen to carbon capture solutions and electrolyzers. As a CEO and in other senior leadership roles, Ms. Warner has led product development, global operations, business development, and strategy, all of which enable her to provide perspectives on Bloom’s technology, on-going product development efforts, and its efforts to automate, scale, and expand manufacturing and attendant operations. Ms. Warner’s experience in the energy sector provides the Board with unique perspectives on strategic direction for Bloom - as to key markets for Bloom in the energy transition as well as potential customers and strategic partnerships. In particular, her experience in developing and selling renewable fuels provides the Board with insights into potential strategies and partnerships with fuel providers to complement Bloom’s hardware and solutions offerings as well as commercializing Bloom’s innovative technology in the energy landscape. Ms. Warner also adds sustainability experience to the Board with her extensive background in refining and its health, safety, and environmental operations, which is important for board oversight of Bloom’s engineering and manufacturing operations. For more information, see “Why Cynthia Warner was Added to the Board” on page 22. | | | | | | | | Professional Background •2023-Present: Senior Operating Partner, GVP Climate, LLP •2019-2022: President and CEO of Renewable Energy Group, a biodiesel production company •2016-2018: EVP, Operations of Andeavor •2014-2016: EVP, Strategy and Business Development of Andeavor •2012-2014: Chairman and CEO of Sapphire Energy •2009-2011: President of Sapphire Energy •2007-2009: Group Vice President of Global Refining, British Petroleum •2005-2007: Group Vice President of Health, Safety, Security, Environmental and Technology, British Petroleum | Other Directorships & Memberships •Trustee of the Committee for Economic Development •Member of the National Petroleum Council •Board of Advisors of Vanderbilt University School of Engineering •Columbia University Center on Global Energy Policy (Executive Committee of the Advisory Board) •Board of Trustees, University of the Incarnate Word •2013-2021: IDEX Corporation •2019-2022: Renewable Energy Group, Inc. |

  29. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | Bloomenergy | 2024 Proxy Statement | 25 |

  30. Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  31. Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders

    Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders

  32. Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders

    | Mary K. Bush Age: 75 Director Since: January 2017 Committee Membership: •Audit (Chair & Audit Committee Financial Expert) Other Public Company Boards: •Discover Financial Services Independent President, Bush International LLC | Relevant Qualifications for Bloom: Ms. Bush’s senior executive and leadership roles in international public and private financial institutions bring to the Board extensive experience and knowledge in capital markets, finance, and accounting oversight, particularly in areas of accounting principles, financial reporting rules and regulations, and oversight of the financial reporting process at public companies. These prior roles also provide Ms. Bush with wide-ranging experience with U.S. and foreign governments, financial regulatory systems, and risk management, all of which make Ms. Bush uniquely qualified as Chair of the Audit Committee. With her international expertise in finance and monetary policy, extensive network of global relationships, and as a past advisor to foreign governments, Ms. Bush provides valuable insights to the Board and management as Bloom seeks to expand its operations globally, provide its energy solutions to customers, utilities, and strategic partners in the U.S. and international markets, and secure financing for project development. As Bloom adapts its strategy to optimize for the evolving energy transition and growth, Ms. Bush’s expertise in developing and implementing innovative financial strategies brings expertise to the Board in both business model and strategic business development. Ms. Bush’s extensive public company board experience, having served on all significant standing committees of a public company board and having oversight of cybersecurity, provides the Board with insights on public company governance and cybersecurity practices. | | | | | | | | Professional Background •1991 – Present: President, Bush International, LLC, an advisor to U.S. corporations and foreign governments on international capital markets, strategic business, and economic and governance matters •2007: Appointed by the Secretary of the Treasury to the U.S. Treasury Advisory Committee on the Auditing Profession •2006: Appointed by President George W. Bush as Chair of the congressionally-chartered HELP Commission on reforming foreign aid •Held several Presidential appointments, including the U.S. Government’s representative on the International Monetary Fund Board and Director of Sallie Mae Bank •Former head of the Federal Home Loan Bank System during the Savings and Loan crisis •Former advisor to the Deputy Secretary of the U.S. Treasury Department •Managed global banking and corporate finance relationships at New York money center banks, including Citibank, N.A., Bankers Trust Company and JPMorgan Chase Bank, N.A | Other Directorships & Memberships •Chairman, Spark the Journey (formerly known as the Capital Partners for Education), a not-for-profit organization that mentors low-income high school and college students in the Washington, D.C. area •2006-2022: Director, ManTech International Corporation •2008 – 2020: Director, Marriott International, Inc. •2012 – 2023: Director, T. Rowe Price |

  33. Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 26 | Bloomenergy | 2024 Proxy Statement |

  34. Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  35. Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders

    | KR Sridhar Age: 63 Director Since: January 2002 Committee Membership: •None Other Public Company Boards: •c3.ai, Inc. Founder, Chairman & CEO, Bloom Energy | Relevant Qualifications for Bloom: As a founder of Bloom who has guided our growth and development as both CEO and Chairman for over 20 years, Mr. Sridhar has unparalleled and in-depth knowledge of our technology, operations, employees, policy and regulatory environment, and customers. Mr. Sridhar’s depth and breadth of technical and scientific expertise in the areas of chemistry and physics and his experience with technological and manufacturing innovation, having been part of the original development team for both Bloom’s innovative solid oxide fuel cell platform and the tooling and equipment required to manufacture it, brings invaluable perspectives as Bloom continues to develop additional products and applications based on the solid oxide platform and seeks to automate, scale, and expand its manufacturing base. As CEO, Mr. Sridhar has guided the introduction of the Bloom Energy Server from its initial launch to commercialization and through that process has gained tremendous experience and expertise driving policy and regulatory initiatives and working with government agencies to aid adoption and growth of Bloom’s products in the energy landscape. Having grown the employee talent base from four original founders to over 2,300 full-time employees in various global locations, Mr. Sridhar has significant experience in building a sustaining culture at Bloom and attracting, retaining, and developing a diverse workforce and he brings a unique employee perspective to Board discussions. Mr. Sridhar’s vision for Bloom’s solid oxide platform and his knowledge of the energy landscape and the political and economic conditions driving energy policy and adoption in various countries, aids the Board in its strategic planning. Mr. Sridhar also provides management’s perspective in Board discussions and brings important insights regarding our daily operations to the Board’s deliberations. | | | | | | | | Professional Background •2002 – Present: Founder, Chief Executive Officer, Chairman, Bloom Energy •2009 – Present: Strategic Limited Partner, Kleiner Perkins, a venture capital firm •Former Professor of Aerospace and Mechanical Engineering, Director, Space Technologies Laboratory at the University of Arizona Former Advisor, NASA •Led major consortia of industry, academia and national labs •Served on many technical committees, panels, and advisory boards, and has several publications and patents | Other Directorships and Memberships •Member, National Academy of Engineering |

  36. Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders

    | Bloomenergy | 2024 Proxy Statement | 27 |

  37. Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  38. Class II Directors: Terms Expiring at the 2026 Annual Meeting

    Class II Directors: Terms Expiring at the 2026 Annual Meeting

  39. Class II Directors: Terms Expiring at the 2026 Annual Meeting

    | Jeffrey Immelt Age: 68 Director Since: January 2019 Committee Membership: •Compensation (Chair) Other Public Company Boards: •Twilio Inc. •Desktop Metal, Inc. •Bright Health Group, Inc. Independent Venture Partner, New Enterprise Associates Former Chairman & CEO, General Electric (“GE”) Lead Independent Director | Relevant Qualifications for Bloom: Mr. Immelt brings to the Board more than 30 years of public company, senior executive, and boardroom experience, including nearly 20 years as Chairman and CEO of GE. His extensive public company board experience gives Mr. Immelt a strong understanding of his role as a director and corporate governance practices and this combined with his senior leadership experience provides the Board with a well-qualified lead independent director. Mr. Immelt brings to the Board experience and insights in all aspects of running a global business, including operations, finance, sales and marketing, human capital management, and strategic business development. In addition, with his experience running GE’s renewable energy and power business, Mr. Immelt provides valuable expertise to the Board regarding the traditional and renewable energy sectors, the evolving energy transition market, and its regulatory and competitive landscape. Mr. Immelt’s vast experience in the energy industry and his efforts in driving innovation, portfolio transformation, and customer focus at GE enables him to provide unparalleled guidance to the Board and management as Bloom seeks to evolve its business strategy to best capitalize on the energy transition, expand its product markets and global sales footprint, and develop channel and partnership strategies. Mr. Immelt’s experience in leading a large global organization and his efforts in transforming GE’s workplace culture and its diversity make him an asset as Chair of the Compensation Committee, overseeing human capital management, executive compensation, and succession planning. As a venture capital partner, Mr. Immelt is familiar with a number of emerging technologies and business models that inform discussions regarding Bloom’s strategic direction. | | | | | | | | Professional Background •2018 – Present: Venture Partner, New Enterprise Associates, a venture capital firm •2001 – 2017: Chairman and CEO, General Electric, a diversified industrial company GE was named “America’s Most Admired Company” by Fortune magazine and one of “The World’s Most Respected Companies” in polls by Barron’s and the Financial Times during his tenure | Other Directorships & Memberships •Member, The American Academy of Arts & Sciences •Former Chair, President’s Council on Jobs and Competitiveness under the Obama Administration •2019-2022: Director, Tuya Inc. •2020-2022: Hennessy Capital Investment Corp. V Accolades •Named one of the “World’s Best CEOs” three times by Barron’s •Recipient of 15 honorary degrees and numerous awards for business leadership |

  40. Class II Directors: Terms Expiring at the 2026 Annual Meeting

    | 28 | Bloomenergy | 2024 Proxy Statement |

  41. Class II Directors: Terms Expiring at the 2026 Annual Meeting

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  42. Class II Directors: Terms Expiring at the 2026 Annual Meeting

    | Eddy Zervigon Age: 55 Director Since: October 2007 Committee Membership: •Audit (Audit Committee Financial Expert) •Nominating (Chair) Other Public Company Boards: •None Independent CEO, Quantum Xchange | Relevant Qualifications for Bloom: Mr. Zervigon brings significant institutional knowledge regarding Bloom given his involvement with us at our early growth stages through his position with Morgan Stanley, and later as a Board director. Mr. Zervigon’s oversight of Bloom from its first product introduction in 2009 and the development of its first in kind supply chain and manufacturing operations for solid oxide fuel cells to its present scale enables him to provide a unique perspective to the Board on the Company’s culture, talent, and strengths. As a former investment banker, with global finance and capital markets expertise, Mr. Zervigon has provided valuable insights to the Board with respect to the Company’s corporate financing activities. As Bloom’s strategy seeks to utilize external financing for its global energy project development, Mr. Zervigon’s capital markets expertise continues to provide critical support to the Company’s growth. As CEO of a cybersecurity company with an innovative technology, Mr. Zervigon provides valuable insight to the Board on cybersecurity threats that could impact our customers and our internal systems, and the leading practices for the effective risk management of these threats. In addition, Mr. Zervigon’s experience introducing new technologies also enables him to provide perspectives to the Board as Bloom continues to introduce new applications of its innovative solid oxide platform and evolve its strategy to meet the needs of the energy transition and continued growth. Mr. Zervigon’s accounting expertise as a CPA with PricewaterhouseCoopers LLP provides critical financial reporting experience, skills, and qualifications to the Audit Committee. His public company board and related governance experience working with companies in an investment banker role contribute to his effectiveness in his role as the Chair of the Nominating Committee. | | | | | | | | Professional Background •2020 – Present: CEO, Quantum Xchange, a cybersecurity company •2012 – Present: Special Advisor, Riverside Management Group, a boutique merchant bank •1997 – 2012: Managing Director, Principal Investments Group, Morgan Stanley & Co. LLC, a global financial services firm •Former Certified Public Accountant, Coopers & Lybrand (now PricewaterhouseCoopers LLP), a public accounting firm | Other Directorships & Memberships •2019-2023: Director, Maxar Technologies Inc. •Member, Latino Corporate Directors Association •Former Director, MMCinemas •Former Director, Impsat Fiber Networks, Inc. •Former Director, TVN Entertainment Corporation •Former Director, Stadium Capital Management, LLC |

  43. Class II Directors: Terms Expiring at the 2026 Annual Meeting

    | Bloomenergy | 2024 Proxy Statement | 29 |

  44. Class II Directors: Terms Expiring at the 2026 Annual Meeting

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  45. Director Compensation

    Director Compensation

  46. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our directors play a critical role in guiding our strategic direction and overseeing the management of Bloom, which requires considerable time commitments and responsibilities. The Board believes it is in the best interests of the Company and our stockholders to maintain a compensation program for directors who are not employees of Bloom or directors designated to serve on the Board by investors pursuant to contractual rights (our “Qualifying Directors”). All of our directors, other than our Chairman and CEO, are Qualifying Directors.

  47. 2023 Director Compensation

    2023 Director Compensation The following table provides information for all compensation awarded to, or earned by, our Qualifying Directors for the year ended December 31, 2023. Mr. Sridhar is not a Qualifying Director and does not receive compensation for his service as a director. Please see the 2023 Summary Compensation Table for information regarding Mr. Sridhar’s 2023 compensation as our CEO.

  48. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Michael J. Boskin | 90,000 | 200,000 | — | 290,000 | | Mary K. Bush(2) | 110,000 | 200,000 | — | 310,000 | | John T. Chambers(3) | 80,000 | 200,000 | — | 280,000 | | Jeffrey Immelt(4) | 115,000 | 225,000 | — | 340,000 | | Cynthia (CJ) Warner(5) | 48,000 | 182,500 | — | 230,500 | | Eddy Zervigon(6) | 100,000 | 200,000 | — | 300,000 |

  49. 2023 Director Compensation

    (1)The amounts reported represent the aggregate grant date fair value of RSUs granted to each of our Qualifying Directors as computed in accordance with ASC 718. See Notes 2 and 9 of the notes to our consolidated financial statements contained in our Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. As of December 31, 2023, Qualifying Directors who served on the Board during 2023 had the following outstanding equity awards: Dr. Boskin, 14,503 RSUs; Ms. Bush 14,503 RSUs and 50,000 stock options; Mr. Chambers, 14,503 RSUs; Mr. Immelt, 16,316 RSUs; Ms. Warner, 10,635 RSUs; and Mr. Zervigon, 14,503 RSUs. (2)Ms. Bush elected to defer 100% of her equity compensation in order to receive a distribution of deferred stock units following her termination of services on the Board. (3)Mr. Chambers elected to defer 100% of his equity compensation in order to receive a distribution of deferred stock units on or about January 1, 2026. (4)Mr. Immelt elected to defer 100% of his cash and equity compensation in order to receive a distribution of deferred stock units following his termination of services on the Board. (5)Ms. Warner joined the Board in June 2023. Ms. Warner elected to defer 100% of her cash and equity compensation in order to receive a distribution of deferred stock units following her termination of services on the Board. (6)Mr. Zervigon elected to defer 100% of his equity compensation in order to receive a distribution of deferred stock units following his termination of services on the Board.

  50. 2023 Director Compensation

    | 50 | Bloomenergy | 2024 Proxy Statement |

  51. 2023 Director Compensation

    | Senior Management Team |

  52. 2023 Director Compensation

    We have a diverse senior management team with a proven track record of success in business, operations, and leadership. As we continue to grow our business, we recognize that diverse leadership translates to a variety of experiences, viewpoints and, ultimately, more informed decisions. We believe the various skill sets, experiences, and attributes of our senior management team will be valuable as we scale our business and enter new markets, both in the U.S. and globally. There are no arrangements or understandings between any executive officer and any other person pursuant to which they are or were to be selected as an officer. There are no family relationships between any of our executive officers or directors. Information about our executive officers as of the Record Date is set forth below:

  53. 2023 Director Compensation

    | | KR Sridhar Age: 63 Founder, Chairman, and Chief Executive Officer |

  54. 2023 Director Compensation

    Please see page 27 of this Proxy Statement for Mr. Sridhar’s biography.

  55. 2023 Director Compensation

    | | Gregory Cameron Age: 55 President and Chief Financial Officer | | Background at Bloom Gregory Cameron has served as our President and Chief Financial Officer since February 2023 and he previously served as our Executive Vice President and Chief Financial Officer from April 2020 to February 2023. The Company has announced Mr. Cameron will be leaving Bloom following an orderly transition to the next CFO. | | | Professional Experience Prior to joining Bloom Energy, Mr. Cameron was an officer at General Electric, a diversified industrial company. Over his 26-year career there, Mr. Cameron had a strong history of driving change, fostering positive transitions, and conquering challenges through sound fiscal and business direction. Mr. Cameron served as President and Chief Executive Officer, Global Operations-GE Company from 2018 through 2019, and as President and Chief Executive Officer, Global Legacy Solutions-GE Capital from 2016 through 2018. Prior to 2016, he served in various senior roles with General Electric, including as Chief Financial Officer, Americas-GE Capital from 2009 through 2016. | | | Education Bachelor’s Degree in Economics, St. Lawrence University | |

  56. 2023 Director Compensation

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  57. 2023 Director Compensation

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  58. 2023 Director Compensation

    | | Shawn M. Soderberg Age: 63 Chief Legal Officer and Corporate Secretary | | Background at Bloom Shawn M. Soderberg has served as our Chief Legal Officer and Corporate Secretary since January 2016. Ms. Soderberg leads Bloom’s legal, regulatory, and compliance activities. | | | Professional Experience Prior to joining Bloom Energy, Ms. Soderberg was the Executive Vice President, General Counsel, and Secretary of Bio-Rad Laboratories, a global medical technology provider for the life science and clinical diagnostics industries, from 2013 to 2016. Prior to that, Ms. Soderberg was the Senior Vice President, General Counsel, and Secretary of Aricent Group, a global design and software engineering services and product company, from 2006 to 2013; Managing Director and General Counsel of H&Q Asia Pacific, a private equity firm, from 2000 to 2006; Vice President, General Counsel, and Secretary of Oak Technology, a semiconductor and embedded solutions provider for the optical storage and the digital home entertainment market, from 1996 to 2000; and General Counsel of Microtec Research, Inc., a software provider for embedded systems, from 1994 to 1996. Law firm experience precedes Ms. Soderberg’s General Counsel in-house experience. | | | Education Master of Laws in Taxation, New York University Juris Doctor, Seattle University School of Law Bachelor’s Degree in Accounting, University of Santa Clara | |

  59. 2023 Director Compensation

    | | Aman Joshi Age: 47 Chief Commercial Officer | | Background at Bloom Aman Joshi has served as our Chief Commercial Officer since January 2024. | | | Professional Experience Prior to joining Bloom Energy, Mr. Joshi was General Manager of the Aeroderivative Gas Turbine units business at General Electric Company’s GE Vernova business unit (formerly known as GE Power), an energy technology company from 2018 to 2024. Between 2013 and 2018, Mr. Joshi served in business unit CFO roles within GE Vernova. During his 22 years with GE, Mr. Joshi has worked in multiple business segments, including Corporate, Aviation, Global Growth Organization, and GE Power in various leadership roles. Mr. Joshi is a seasoned power generation veteran and has extensive experience working with utilities, commercial and industrial companies, governments, regulators, and policy makers. | | | Education The Institute of Chartered Accountants of India and The Institute of Company Secretaries of India | |

  60. 2023 Director Compensation

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  61. 2023 Director Compensation

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  62. 2023 Compensation Highlights

    | EMPHASIS ON PERFORMANCE-BASED INCENTIVES: A majority of the target compensation opportunity provided to our NEOs was performance-based, awarded in the form of annual cash incentives (“ACI”) and equity awards. | | CHALLENGING PERFORMANCE OBJECTIVES: The Compensation Committee set rigorous goals for the ACI plan that would be achieved only if we performed at a high level. Based on our performance in 2023, our eligible NEOs each earned a below target bonus at 81% of their target bonuses for the year, demonstrating the link between pay and performance in our compensation design. | | PERFORMANCE-BASED APPROACH TO LONG-TERM INCENTIVES: PSUs represented 75% of the target value of the equity granted to our President and CFO and 60% for the other NEOs (other than our CEO and Mr. Griffiths who were not granted equity in 2023). Each NEO other than the CEO and Mr. Griffiths, who had announced his retirement, received two PSU grants: a long-term PSU (“LPSU”) that is earned over a three-year period and then cliff vests after those three years, and an annual PSU (“APSU”) that is earned over a one-year period and then cliff vests after that year. The remaining long-term incentive value was granted in the form of RSUs that vest ratably over three years. |

  63. 2023 Chief Executive Officer Compensation

    2023 Chief Executive Officer Compensation During 2023, Mr. Sridhar’s compensation opportunity was comprised primarily of his base salary and annual non-equity incentive opportunity, which was eligible to be earned on the same terms as other employees. Mr. Sridhar did not receive a long-term equity incentive award in 2023 due to the 2021 CEO Performance Award, which was a multi-year program approved during 2021. The Compensation Committee granted the 2021 CEO Performance Award to Mr. Sridhar in May 2021 in the form of a time-based RSU award (20% of the Award) and two separate PSU awards (80% of the Award). The RSU award vests in five equal annual installments over a five-year period, while the PSU awards will be earned and vest based on the achievement of financial performance goals involving product and service revenue growth and non- GAAP gross margin, as well as the achievement of stock price goals, and is intended to replace his ongoing annual equity awards for a multi-year time period. The outperformance goals in the PSU award portion of the 2021 CEO Performance Award ties our CEO’s compensation for the next several years to achieving transformative milestones for the Company, both in terms of financial and stock price performance. During 2023, Mr. Sridhar earned 25.4% of the PSUs granted as a component of the 2021 CEO Performance Award that were eligible to be earned in 2023. A majority of the target number of shares of the 2021 CEO Performance Award remain unvested and eligible to be earned based on Company financial performance and share price over long-term performance periods.

  64. Executive Compensation Best Practices

    | WHAT WE DO | WHAT WE DON'T DO | | Compensation Committee Independence – Our Board of Directors maintains a Compensation Committee comprised solely of independent directors. Independent Compensation Committee Advisors – The Compensation Committee engages and retains its own independent advisors and reviews their independence annually. Annual Compensation Review – The Compensation Committee conducts an annual review of our executive compensation philosophy and strategy, including a review of the compensation peer group and other information used for comparative purposes. Compensation-Related Risk Assessment – The Compensation Committee conducts an annual evaluation of our compensation programs, policies, and practices, to ensure that they are designed to reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on the Company. Emphasize Performance-Based Incentive Compensation – The Compensation Committee designs our executive compensation program to use performance-based short-term and long-term incentive compensation awards to align the interests of our executive officers with the interests of our stockholders. A significant majority of total compensation is performance-based. Emphasize Long-Term Equity Compensation – The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our executive officers. These equity awards vest over multi-year periods and may be earned over a multi-year period, supporting long-term alignment of the interests of our executives and stockholders and promoting value creation goals and retention objectives. Limited Executive Perquisites – We provide limited perquisites or other personal benefits to our executive officers. Stock Ownership Policy – We maintain a stock ownership policy for our directors and executive officers which requires each of them to own a specified amount of our shares as a multiple of their base salary or annual board retainer. Compensation Recovery Policies – We have adopted policies that provide for the recoupment of cash and equity incentive compensation from our executive officers resulting from fraud, intentional misconduct, or gross negligence, or in the event of a restatement. Prohibition on Hedging and Pledging – Under our Insider Trading Policy, we prohibit our executive officers from hedging any Company securities owned by them and from pledging any Company securities owned by them as collateral for a loan. Succession Planning – Our Board of Directors reviews on an annual basis our succession strategies and plans for our most critical positions. | No Single Trigger Equity Acceleration Upon a Change of Control – Our executive officers’ Change of Control Agreements require a double trigger (termination following the change of control) to accelerate vesting of equity awards. No Supplemental Executive Retirement or Defined Benefit Pension Plan – Other than our Section 401(k) plan generally available to all employees in the U.S., we do not offer a supplemental executive retirement plan or a defined benefit pension plan for our executive officers. No Tax “Gross-Ups” or Payments – We do not provide any “gross-ups” or tax payments in connection with any compensation element for our executive officers, other than our standard relocation benefits. This means we do not provide any excise tax “gross-up” or tax reimbursement in connection with any change of control payments or benefits. No Unearned Dividends – We do not pay dividends or dividend equivalents on unvested or unearned restricted stock unit or performance-based restricted stock unit awards. No Stock Option Repricing – We do not reprice options to purchase our registered shares without stockholder approval. |

  65. Role of the Consultant

    Role of the Consultant The Compensation Committee relies on its independent compensation consultant to provide advice on matters relating to the compensation of our executives and non-employee directors. Compensia, a national compensation consulting firm, served in this capacity during 2023. A representative of Compensia attended Compensation Committee meetings in 2023 and provided the following assistance to the Compensation Committee: •assisted in the review and updating of our compensation peer group; •reviewed the competitiveness of compensation of our NEOs including base salary, annual cash awards, and long-term incentive awards; •provided advice with respect to compensation best practices and market trends for our NEOs and directors; •reviewed and provided input on the Compensation Discussion and Analysis section of our Proxy Statement; •assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our NEOs and other executives; and •provided ad hoc advice and support throughout the year. Compensia reports directly to the Compensation Committee and provided no services to us other than the consulting services to the Compensation Committee. The Compensation Committee reviews the objectivity and independence of the advice provided by Compensia. In 2023, the Compensation Committee considered the specific independence factors adopted by the SEC and the NYSE and determined that Compensia is independent and that its work does not raise any conflicts of interest.

  66. Role of the Consultant

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  67. Role of the Consultant

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  68. Role of Competitive Market Data

    Role of Competitive Market Data As part of its annual compensation review process, the Compensation Committee generally reviews an analysis prepared by Compensia of market pay practices for positions similar to the positions of our NEOs and other key executives, adjusted to take into account differences, if any, in the scope of the executive officers’ responsibilities compared to their counterparts in positions with similar titles in comparable companies. In October 2022, the Compensation Committee, with the assistance of Compensia, reviewed our executive compensation peer group and did not recommend any changes. The executive compensation peer group approved by the Compensation Committee to support 2023 pay decisions consisted of technology sector companies focusing on energy/alternative energy business, and companies with complex product and manufacturing operations as well as strong R&D focus. Additional factors that were considered in identifying peers included: •revenue between $328 million and $3.0 billion; •a market capitalization between $1.7 billion and $15.1 billion; and •headquarters in the United States, with consideration given to San Francisco Bay Area companies in the overall peer group.

  69. Role of Competitive Market Data

    | The companies used for comparison purposes (our “peer group”) for 2023 were as follows: | | | •Advanced Energy Industries, Inc. •Ambarella, Inc. •Enphase Energy, Inc. •First Solar, Inc. •FormFactor, Inc. •Generac Holdings Inc. •Infinera Corporation •Itron, Inc. •Novanta Inc. | •Onto Innovation Inc. •Ormat Technologies, Inc. •Plug Power Inc. •Power Integrations, Inc. •Stem, Inc. •SunPower Corporation •Sunrun Inc. •Synaptics Incorporated •Ultra Clean Holdings, Inc. |

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  71. Role of Competitive Market Data

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  72. Executive Compensation Program Design

    | Compensation Element | Designed to Reward | Relationship to Business Objectives | | Base Salary | Knowledge and experience, as well as past and present scope of responsibilities | Attracts and retains an effective management team | | ACI | Success in achieving pre-established annual performance objectives and individual contributions | Helps create a “pay-for-performance” culture and motivates and rewards our executives for achieving performance goals that contribute to our long-term success and that of our stockholders | | Equity Awards | Success in achieving pre-established, long-term, sustainable corporate performance objectives designed to enhance stockholder value | Aligns executive goals and objectives with the interests of our stockholders and focuses our executives on our long-term performance Vesting requirements promote retention |

  73. ACI

    ACI We provide our senior management team with short-term incentive compensation through our ACI. This incentive plan holds executives accountable for their performance against our financial and other goals, rewards the executives based on actual business results, and helps create a pay-for-performance culture. Our ACI provides cash incentive award opportunities based on a quantitative assessment by the Compensation Committee of our performance and an additional, qualitative assessment by our CEO of the individual executive officer’s performance. The Compensation Committee assesses our performance against certain financial metrics during 2023 with payouts measured on a scale of zero to 150% of target. In 2023, our executives were eligible for the following annual cash incentives.

  74. ACI

    | Name | Fiscal 2023 Base Salary Rate | Bonus Target (% of Salary) | Bonus at Target ($) | | KR Sridhar | $820,000 | 130% | $1,066,000 | | Gregory Cameron | $700,000 | 100% | $700,000 | | Billy Brooks | $477,000 | 100% | $477,000 | | Glen Griffiths | $470,000 | 60% | $282,000 | | Sharelynn Moore | $500,000 | 70% | $350,000 | | Shawn M. Soderberg | $515,000 | 70% | $360,500 |

  75. Fiscal 2023 ACI Performance Targets

    | | Weighting | (50% Payout) | | Target (100% Payout) | | Maximum (150% Payout) | | | Product & Service Revenue | 50% | $1,150 | M | $1,350 | M | $1,550 | M | | Non-GAAP Gross Margin | 50% | 22 | | 26 | | 30 | |

  76. Fiscal 2023 ACI Results

    | | Weighting | Target | | Actual | | % Attainment | Payout Factor | | Product & Service Revenue | 50% | $1,350 | M | $1,158 | M | 54.0% | 27% | | Non-GAAP Gross Margin | 50% | 26 | | 25.8 | | 99.0% | 49% | | Operating Income (Non-GAAP) | | positive | | $19.2 | M | 5 percentage points | 5% | | Total Bonus Payout | | | | | | | 81% |

  77. Fiscal 2023 ACI Results

    | Named Executive Officer | ACI Payout (as a percent of Target) | ACI ($) | | KR Sridhar | 81% | $863,460 | | Gregory Cameron | 81% | $567,000 | | Billy Brooks | — | — | | Glen Griffiths | — | — | | Sharelynn Moore | — | — | | Shawn M. Soderberg | 81% | $292,005 |

  78. Equity Compensation

    Equity Compensation In 2023, we granted our NEOs, other than our CEO and Mr. Griffiths, a mix of LPSU, APSU, and RSU awards. The equity awards granted to our NEOs were determined by the Compensation Committee after reviewing data from a competitive market analysis prepared by Compensia. In addition, the Compensation Committee considered the input of our CEO regarding the individual performance and pay levels for his direct reports. The Compensation Committee believes that equity compensation is a primary tool to promote retention for executive officers. When reviewing the form and amount of equity compensation granted to executive officers, the Committee assesses whether the awards, in combination with awards previously granted to the executive officer, will have the desired impact on the retention of our executive officers. The Committee also recognizes that the Company is introducing new, disruptive products into the energy market that not only is a long-cycle business that has traditionally been slow to change and adopt, but is also impacted by policy and politics and that therefore, our stock price may experience volatility that is not indicative of performance. The combination of awards are set forth in the table below, excluding Mr. Sridhar who was not eligible for long-term incentive compensation in 2023 based on his front-loaded 2021 CEO Performance Award and Mr. Griffiths.

  79. Equity Compensation

    | | # of RSUs Granted | # of APSUs at Target | # of LPSUs at Target | Total Value of Equity Granted | | KR Sridhar | — | — | — | — | | Gregory Cameron | 49,300 | 16,500 | 131,300 | $4,700,001 | | Billy Brooks | 30,300 | 6,400 | 39,200 | $1,809,583 | | Glen Griffiths | — | — | — | — | | Sharelynn Moore | 35,400 | 7,400 | 45,700 | $2,110,409 | | Shawn M. Soderberg | 35,400 | 7,400 | 45,700 | $2,110,409 |

  80. Performance-Based Stock Unit Awards Granted in 2023

    | | # of APSUs at Target | # of APSUs Earned | Payout % | | KR Sridhar | — | — | — | | Gregory Cameron | 16,500 | — | — | | Billy Brooks | 6,400 | n/a | n/a | | Glen Griffiths | — | — | — | | Sharelynn Moore | 7,400 | n/a | n/a | | Shawn M. Soderberg | 7,400 | 1,850 | 25% |

  81. PSU Awards

    PSU Awards The units subject to the performance metrics include two distinct performance components: Revenue/Gross Margin Award. 30% of the target units subject to the 2021 CEO Performance Award are eligible to be earned in four equal annual installments, commencing in 2022 and ending in 2025 based on the achievement of product and service revenue growth and non-GAAP gross margin goals for each year (the “Financial Goals Requirement”); and Stock Price Hurdle Award. 50% of the target units subject to the 2021 CEO Performance Award are eligible to be earned based on the achievement of certain pre-established per share stock price targets through the sixth through ninth anniversaries of the date of grant (the “Performance Vesting Requirement”) and pre-established service-based vesting requirements (the “Service Vesting Requirements”). For this portion of the Stock Price Hurdle Award to vest for any units, both the Performance Vesting Requirement and the Service Vesting Requirement must be met with respect to such units. All after-tax vested shares of Class A common stock earned from the PSUs of the 2021 CEO Performance Award will be subject to a two-year, post-vesting holding period requirement.

  82. Revenue/Gross Margin Award

    | Resulting Points | Percentage Payout | | +4% or above target | 300% | | 0% over/under target | 100% | | -4% below target | 50% | | More than 4% below target | 0% |

  83. Stock Price Hurdle Award

    | Stock Price Hurdle | Performance Period | Minimum Vesting Period | Minimum CAGR from Grant Price | Number for Units Vesting | | 2.0X CEO Performance Award Grant Price | Grant date through 6th anniversary of grant | Two years | 12% | 250,000 | | 3.0X CEO Performance Award Grant Price | Grant date through 7th anniversary of grant | Three years | 17% | 250,000 | | 4.0X CEO Performance Award Grant Price | Grant date through 8th anniversary of grant | Four years | 19% | 250,000 | | 5.0X CEO Performance Award Grant Price | Grant date through 9th anniversary of grant | Five Years | 20% | 250,000 |

  84. Executive Change in Control and Severance Arrangements

    Executive Change in Control and Severance Arrangements The Compensation Committee considers maintaining a stable and effective management team to be essential to protecting the best interests of Bloom Energy and its stockholders. Accordingly, we have entered into Change in Control and Severance Agreements with certain of our executive officers, including each of our NEOs, to encourage their continued attention, dedication, and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility or occurrence of a change of control of Bloom Energy. The Change in Control and Severance Agreements applicable to our NEOs include severance benefits for a termination outside of a change of control in order to promote continued attention, dedication, and continuity of the members of our senior management team, including our NEOs, and enable us to continue to recruit talented senior executive officers. However, all of our NEOs are employed on an at-will basis, with no fixed term of employment. Details of the change-in-control and severance benefits included in the Change in Control and Severance Agreements for our NEOs are described in detail below under “Potential Payments on Termination or Change in Control.”

  85. Equity Awards and Grant Administration

    Equity Awards and Grant Administration The Board has designated the Compensation Committee as the administrator of the Company’s 2018 Equity Incentive Plan (the “2018 Plan”). The Compensation Committee, among other things, selects award recipients under the 2018 Plan, approves the form of grant agreements, determines the terms and restrictions applicable to the equity awards, and adopts sub-plans for particular locations, if and as required. The exercise price of all stock options granted under our equity plans is the closing price of our Class A common stock on the date of grant. In accordance with the 2018 Plan, the Compensation Committee has delegated to our CEO and Chairman the authority to approve equity grants such as new-hire, annual, retention, and promotion grants to employees other than executive officers within the parameters of the annual budget approved by the Compensation Committee. Equity awards approved by Mr. Sridhar are granted on the

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  87. Equity Awards and Grant Administration

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  88. Equity Awards and Grant Administration

    15th day (or the first trading day thereafter) of each month. Because we believe equity awards are an important part of our compensation program, we also grant equity awards on an annual basis to key employees, including our executive officers. In addition, the Compensation Committee may consider additional grants to key employees for retention purposes on an ad hoc basis.

  89. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents summary information regarding the total compensation earned by our CEO, CFO, and the two additional most highly compensated executive officers serving as of the last day of the year and two former executive officers (together, our “named executive officers” or “NEOs”) for service to us during 2023 and, to the extent required by SEC executive compensation disclosure rules, 2022 and 2021.

  90. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | KR Sridhar Founder, Chairman and Chief Executive Officer | 2023 | 813,846 | — | — | 863,460 | 26,702 | 1,704,008 | | | 2022 | 761,654 | — | 1,000,014(4) | 850,080 | 20,500 | 2,632,248 | | | 2021 | 700,000 | 1,000,000(4) | 31,628,000 | 882,000 | — | 34,210,000 | | Gregory Cameron President and Chief Financial Officer | 2023 | 693,846 | — | 4,700,001 | 567,000 | 26,702 | 5,987,549 | | | 2022 | 644,038 | — | 5,260,826(5) | 598,000 | 21,392 | 6,524,256 | | | 2021 | 600,000 | — | 5,203,536(6) | 630,000 | 150,000(7) | 6,583,536 | | Guillermo (Billy) Brooks former EVP, Sales - Americas (8) | 2023 | 473,677 | — | 1,809,583 | — | 24,387 | 2,307,647 | | | 2022 | 447,616 | — | 1,535,720 | 450,000 | 10,354 | 2,443,690 | | | 2021 | 226,577 | 100,000(11) | 3,931,000(6) | 241,507 (12) | — | 4,499,084 | | Glen Griffiths former EVP, Quality, Reliability, and EH&S(9) | 2023 | 193,423 | — | — | — | 6,516 | 199,939 | | | 2022 | 464,635 | — | 5,287,499(5) | 207,552 | 15,900 | 5,975,586 | | | 2021 | 425,000 | — | 4,599,162 | 334,688 | — | 5,358,850 | | Sharelynn Moore former EVP, Chief Business Development and Marketing Officer(10) | 2023 | 352,077 | — | 2,110,409 | — | 26,540 | 2,489,026 | | | 2022 | 464,635 | — | 2,837,718(5) | 259,440 | 21,095 | 3,582,888 | | Shawn M. Soderberg Chief Legal Officer and Corporate Secretary | 2023 | 509,462 | — | 2,110,409 | 292,005 | 11,744 | 2,923,620 | | | 2022 | 464,635 | — | 2,878,799(5) | 259,440 | 10,500 | 3,613,374 | | | 2021 | 425,000 | — | 3,664,812(6) | 267,750 | — | 4,357,562 |

  91. 2023 Summary Compensation Table

    (1)The amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs, if applicable, as computed in accordance with ASC 718. See Notes 2 and 9 of the notes to our consolidated financial statements contained in our 2023 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. For the PSU awards granted in 2023, the grant date fair value assuming maximum performance is achieved is $6,993,176 for Mr. Cameron, $2,139,920 for Mr. Brooks, $2,492,590 for Ms. Moore, and $2,492,590 for Ms. Soderberg. (2)All amounts paid pursuant to our non-equity incentive plan in the year earned. (3)Other Compensation in 2023 includes executive health memberships for the officers and their dependents and long-term disability insurance premiums of less than $1,000 each. (4)Mr. Sridhar was awarded a discretionary bonus for outstanding Company success in 2021, 50% of which was paid in cash at the end of 2021 and 50% was paid in January 2022 in RSUs with one-year cliff vesting. (5)Includes the value of PSU awards in replacement of the 2021 PSU Awards based on the modification of the 2021 PSU Awards, including: $1,026,927 (51,970 shares) for Mr. Cameron, $1,368,439 for Mr. Griffiths (including $479,239 (24,253 shares) related to the 2021 PSU Award and $889,200 (45,000 shares) related to the additional 2021 Griffiths PSU Award), $438,158 (22,174 shares) for Ms. Moore, and $479,239 (24,253 shares) for Ms. Soderberg. See “Principal Elements of Compensation – Equity Compensation - Modification of Fiscal 2021 PSU Awards” in the Compensation Discussion and Analysis section of last year’s Proxy Statement. (6)Includes the value of the 2021 PSU Awards that never vested and either will never vest or were cancelled as a result of the modification and replacement of the 2021 PSU Awards in 2022, including $2,081,399 (51,970 shares) for Mr. Cameron, $2,773,583 for Mr. Griffiths (including $971,333 (24,253 shares) related to the 2021 PSU Award and $1,802,250 (45,000 shares) related to the additional 2021 Griffiths PSU Award), $888,069 (22,174 shares) for Ms. Moore, and $971,333 (24,253 shares) for Ms. Soderberg. See “Principal Elements of Compensation – Equity Compensation - Modification of Fiscal 2021 PSU Awards” in the Compensation Discussion and Analysis section of last year’s Proxy Statement.

  92. 2023 Summary Compensation Table

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  93. 2023 Summary Compensation Table

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  94. 2023 Summary Compensation Table

    (7)Mr. Cameron received a relocation bonus of $150,000. (8)Mr. Brooks left the Company in January 2024. (9) Mr. Griffiths announced his retirement in February 2023 and left the Company in May 2023. (10)Ms. Moore was not a NEO in 2021, so earlier period compensation has not been included. Ms. Moore left the Company in September 2023. (11)Mr. Brooks received a sign-on bonus of $100,000. (12)As part of his offer letter, Mr. Brooks’ 2021 bonus opportunity was guaranteed at a minimum of 100% of target and pro-rated based on his hire date of June 10, 2021. Mr. Brooks was eligible to earn up to 1.5 times his prorated target bonus.

  95. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table presents, for each of our NEOs, information regarding 2023 annual cash incentive compensation and equity awards granted during 2023.

  96. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | | Grant Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | KR Sridhar | ACI | — | 500,500 | 1,001,000 | 1,501,500 | | | | | | | Gregory Cameron | ACI | — | 325,000 | 650,000 | 975,000 | | | | | | | | RSU | 2/15/2023 | | | | | | | 49,300 | 1,203,413 | | | APSU | 7/11/2023 | | | | 8,250 | 16,500 | 33,000 | | 291,555 | | | LPSU | 2/15/2023 | | | | 65,650 | 131,300 | 262,600 | | 3,205,033 | | Billy Brooks | ACI | — | 225,000 | 450,000 | 675,000 | | | | | | | | RSU | 2/15/2023 | | | | | | | 30,300 | 739,623 | | | APSU | 7/11/2023 | | | | 3,200 | 6,400 | 12,800 | | 113,088 | | | LPSU | 2/15/2023 | | | | 18,600 | 39,200 | 78,400 | | 956,872 | | Glen Griffiths | ACI | — | 141,000 | 282,000 | 423,000 | | | | | | | Sharelynn Moore | ACI | — | 164,500 | 329,000 | 493,500 | | | | | | | | RSU | 2/15/2023 | | | | | | | 35,400 | 864,114 | | | APSU | 7/11/2023 | | | | 3,700 | 7,400 | 14,800 | | 130,758 | | | LPSU | 5/15/2023 | | | | 22,850 | 45,700 | 91,400 | | 1,115,537 | | Shawn Soderberg | ACI | — | 164,500 | 329,000 | 493,500 | | | | | | | | RSU | 2/15/2023 | | | | | | | 35,400 | 864,114 | | | APSU | 7/11/2023 | | | | 3,700 | 7,400 | 14,800 | | 130,758 | | | LPSU | 2/15/2023 | | | | 22,850 | 45,700 | 91,400 | | 1,115,537 |

  97. 2023 Grants of Plan-Based Awards Table

    (1)ACI is annual cash incentive; RSU is restricted stock unit; APSU is annual performance share unit; and LPSU is long-term performance share unit. (2)The amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs, as computed in accordance with ASC 718. See Notes 2 and 9 of the notes to our consolidated financial statements contained in the 2023 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards.

  98. 2023 Grants of Plan-Based Awards Table

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  99. 2023 Grants of Plan-Based Awards Table

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  100. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table presents, for each of our NEOs, information regarding outstanding equity awards held as of December 31, 2023. Mr. Griffiths and Ms. Moore did not have any outstanding equity awards at fiscal year-end following their departures in May 2023 and September 2023, respectively.

  101. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market or Payout Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value or Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | KR Sridhar | 9/11/2015 | 266,667 | — | 30.89 | 9/10/2025 | — | — | — | — | | | 5/11/2017 | 884,509 | — | 30.96 | 5/10/2027 | — | — | — | — | | | 7/24/2018 | 400,000 | — | 15.00 | 7/23/2028 | — | — | — | — | | | 2/15/2019 | 221,043 | — | 11.31 | 2/14/2029 | — | — | — | — | | | 8/8/2019 | 199,118 | — | 8.92 | 8/7/2029 | — | — | — | — | | | 5/12/2021(4) | — | — | — | — | 240,000 | 3,552,000 | — | — | | | 5/12/2021(5) | — | — | — | — | — | — | 1,000,000 | 14,800,000 | | | 5/12/2021(6) | — | — | — | — | — | — | 450,000 | 6,660,000 | | Gregory Cameron | 4/14/2020(7) | 183,333 | 66,667 | 7.30 | 4/13/2030 | — | — | — | — | | | 2/11/2021(8) | — | — | — | — | 6,497 | 96,156 | — | — | | | 2/11/2021(9) | — | — | — | — | — | — | 34,647 | 512,776 | | | 1/14/2022(10) | — | — | — | — | 45,885 | 679,098 | — | — | | | 1/14/2022(11) | — | — | — | — | 48,942 | 724,342 | — | — | | | 2/16/2022(9) | — | — | — | — | — | — | 17,324 | 256,395 | | | 2/15/2023(13) | — | — | — | — | 49,300 | 729,640 | | | | | 2/15/2023(14) | — | — | — | — | — | — | 131,300 | 1,943,240 | | | 7/11/2023(15) | — | — | — | — | — | — | 16,500 | 244,200 |

  102. 2023 Outstanding Equity Awards at Fiscal Year-End

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  103. 2023 Outstanding Equity Awards at Fiscal Year-End

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  104. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market or Payout Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value or Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Billy Brooks | 7/20/2021 | — | — | — | — | 43,750 | 647,500 | — | — | | | 10/02/2021 | — | — | — | — | — | — | 33,000 | 488,400 | | | 1/14/2022(10) | — | — | — | — | 21,178 | 313,434 | — | — | | | 1/14/2022(11) | — | — | — | — | 22,588 | 334,302 | — | — | | | 2/15/2023(13) | — | — | — | — | 30,300 | 448,440 | — | — | | | 2/15/2023(14) | — | — | — | — | — | — | 39,200 | 580,160 | | | 7/11/2023 | — | — | — | — | — | — | 6,400 | 94,720 | | Shawn M. Soderberg | 1/4/2016 | 106,912 | — | 30.89 | 1/14/2026 | — | — | — | — | | | 10/3/2016 | 20,000 | — | 30.96 | 10/3/2026 | — | — | — | — | | | 7/24/2018 | 20,000 | — | 15.00 | 7/24/2028 | — | — | — | — | | | 8/10/2018 | 100,000 | — | 27.65 | 8/10/2028 | — | — | — | — | | | 2/15/2019 | 38,903 | — | 11.31 | 2/15/2029 | — | — | — | — | | | 7/16/2019 | 37,183 | — | 12.00 | 7/16/2029 | — | — | — | — | | | 11/11/2019 | 56,000 | — | 5.50 | 11/11/2029 | — | — | — | — | | | 2/11/2021(8) | — | — | — | — | 3,032 | 44,874 | — | — | | | 2/11/2021(9) | — | — | — | — | — | — | 24,253 | 358,944 | | | 4/16/2021(12) | — | — | — | — | 20,000 | 296,000 | — | — | | | 1/14/2022(10) | — | — | — | — | 20,589 | 304,717 | — | — | | | 1/14/2022(11) | — | — | — | — | 21,961 | 325,023 | — | — | | | 2/16/2022(9) | — | — | — | — | — | — | 8,085 | 119,658 | | | 2/15/2023(13) | — | — | — | — | 35,400 | 523,920 | — | — | | | 2/15/2023(14) | — | — | — | — | — | — | 45,700 | 676,360 | | | 7/11/2023(16) | — | — | — | — | — | — | 7,400 | 109,520 |

  105. 2023 Outstanding Equity Awards at Fiscal Year-End

    (1)All of the outstanding equity awards described in the footnotes below are granted under the 2012 Equity Incentive Plan (“2012 Plan”) and 2018 Plan. (2)This column represents the fair market value of a share of Class A common stock on the date of grant. (3)Represents the fair market value of the shares underlying the RSUs and PSUs as of December 31, 2023, based on the closing price of our Class A common stock of $14.80 per share as reported on the NYSE. (4)These RSUs vested one-fifth on the one-year anniversary of May 12, 2021 and the remaining shares vest in equal one-fifth installments thereafter over the next four years, subject to the employee remaining a service provider on each applicable vesting date. (5)These PSUs are divided into four equal tranches where performance will be deemed achieved in the event our average closing price for a 30-day period exceeds a stock price hurdle (as a multiple of our 30-day trailing average closing stock price on the grant date) prior to the expiration date for the tranche. For additional information regarding these PSUs granted to our CEO in 2021, please see the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – 2021 CEO Performance Award Outcomes in Fiscal 2023” in the Compensation Discussion and Analysis above.

  106. 2023 Outstanding Equity Awards at Fiscal Year-End

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  107. 2023 Outstanding Equity Awards at Fiscal Year-End

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  108. 2023 Outstanding Equity Awards at Fiscal Year-End

    (6)These PSUs can be earned based on the performance of our achievement of certain financial targets related to product and service revenue and non-GAAP gross margin, for each of fiscal years 2022 through 2025. For additional information regarding these PSUs granted to our CEO in 2021, please see the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – 2021 CEO Performance Award Outcomes in Fiscal 2023” in the Compensation Discussion and Analysis above. (7)These stock options vested one-fourth on the one-year anniversary of April 1, 2020, and the remaining options vest in equal quarterly installments thereafter over the next three years, subject to the employee remaining a service provider on each applicable vesting date. (8)These RSUs vested one-third on the one-year anniversary of February 15, 2021, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to the employee remaining a service provider on each applicable vesting date. (9)The Compensation Committee originally granted this award of PSUs on February 11, 2021 that was eligible to vest based on achievement of non-GAAP gross margin and cash flow from operations goals over a one-year period, each weighted equally at 50% of target (the “2021 Annual PSU Awards”). The Company did not achieve the threshold level of achievement for either metric in 2021. However, in January 2022, the Compensation Committee approved a payout percentage equal to 75% of overall target for the 2021 Annual PSU Awards, reflecting the impact of an adjustment to the Company’s gross margin results approved by the Compensation Committee for purposes of determining achievement of the 2021 Annual PSU Awards due to the unanticipated, non-recurring global supply chain disruptions that negatively impacted the Company’s operating income by approximately $61 million during 2021. Since the adjustment was made after the end of the performance period, the modification approved by the Compensation Committee was effectively treated as a cancellation of each 2021 Annual PSU Award (with no shares having vested) and the grant of a new PSU award on February 16, 2022 for the same number of target shares as the 2021 Annual PSU Award and deemed immediately earned at an achievement level equal to 75% of the target number of shares. One-third of the new PSUs vested on March 15, 2022 and the remaining two-thirds of the earned PSUs vest in equal annual installments on the first and second anniversary date of the first vesting date, subject to the employee’s continued service through each applicable vesting date. (10)These RSUs vested one-third on the one-year anniversary of January 15, 2022, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to the employee remaining a service provider on each applicable vesting date. (11)These PSUs were earned subject to the achievement of certain financial targets related to non-GAAP gross margin and ending cash balances for 2022. The performance criteria as determined by the Compensation Committee on February 15, 2023 were achieved, which resulted in an overall payout of 1.05 times the target. The PSUs shall vest annually over three years, with a third of the PSUs having vested on February 15, 2023, another third vested on February 15, 2024, and the remaining third vesting on February 15, 2025, subject to the employee remaining a service provider on each applicable vesting date. (12)These RSUs vest over three years such that 15,000 shares vested on April 15, 2022 and 15,000 shares vested on April 15, 2023, and 20,000 shares vest on April 15, 2024, subject to the employee remaining a service provider on each applicable vesting date. (13)These RSUs vested one-third on the one-year anniversary of January 15, 2023, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to the employee remaining a service provider on each applicable vesting date. (14)These PSUs are reported at target and vest on February 15, 2026. The performance criteria established by the Compensation Committee is relative revenue CAGR and non-GAAP gross margin. (15)These PSUs were earned subject to the achievement of certain operational metrics for 2023. The performance criteria as determined by the Compensation Committee on February 13, 2024 were achieved, which resulted in an overall payout of zero times the target. (16) These PSUs were earned subject to the achievement of certain operational metrics for 2023. The performance criteria as determined by the Compensation Committee on February 13, 2024 were achieved, which resulted in an overall payout of .25 times the target.

  109. 2023 Outstanding Equity Awards at Fiscal Year-End

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  110. 2023 Outstanding Equity Awards at Fiscal Year-End

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  111. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares acquired and the value realized upon the exercise of stock options and the vesting of RSU awards and PSU awards during 2023.

  112. 2023 Option Exercises and Stock Vested Table

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | KR Sridhar | — | — | 611,142 | 12,011,708 | | Gregory Cameron(3) | — | — | 312,225 | 4,847,426 | | Billy Brooks | — | — | 99,504 | 1,894,630 | | Glen Griffiths(4) | 77,857 | 409,801 | 169,088 | 2,853,614 | | Sharelynn Moore | — | — | 144,884 | 3,025,415 | | Shawn M. Soderberg | — | — | 154,976 | 3,971,297 |

  113. 2023 Option Exercises and Stock Vested Table

    (1)The value realized on the exercise date is pre-tax, based on the difference in the fair market value of our Class A common stock on the exercise date and the exercise price, and does not necessarily reflect the proceeds actually received by the NEO. (2)The value realized on the vesting date is pre-tax, based on the fair market value of our Class A common stock on the vesting date and does not necessarily reflect the proceeds actually received by the NEO. (3)Settlement of 178,905 of these shares acquired on vesting by Mr. Cameron in 2023, with a value of $3,739,229 realized on vesting, was deferred under the Company’s Deferred Compensation Plan. See the “2023 Non-Qualified Deferred Compensation Table” below. (4)Settlement of 146,620 of these shares acquired on vesting by Mr. Griffiths in 2023, with a value of $2,337,136 realized on vesting, was deferred under the Company’s Deferred Compensation Plan. See the “2023 Non-Qualified Deferred Compensation Table” below.

  114. 2023 Option Exercises and Stock Vested Table

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  115. 2023 Option Exercises and Stock Vested Table

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  116. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table In January 2021, we established the Deferred Compensation Plan for certain executives, which group includes each of our NEOs. We do not make matching contributions under the Deferred Compensation Plan. The following table shows the contributions and earnings during fiscal 2023, and account balance as of December 31, 2023, for participating NEOs under the Deferred Compensation Plan.

  117. 2023 Non-Qualified Deferred Compensation Table

    | Name | Plan | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | KR Sridhar | Deferred Compensation Plan | — | — | — | — | — | | Gregory Cameron(4) | Deferred Compensation Plan | 3,739,229 | — | (1,344,000) | — | 3,513,061 | | Billy Brooks | Deferred Compensation Plan | — | — | — | — | — | | Glen Griffiths (5) | Deferred Compensation Plan | 2,337,136 | — | (557,955) | — | 3,508,814 | | Sharelynn Moore | Deferred Compensation Plan | — | — | — | — | — | | Shawn M. Soderberg | Deferred Compensation Plan | — | — | — | — | — |

  118. 2023 Non-Qualified Deferred Compensation Table

    (1)Executive contribution amounts reflect the value of deferred stock awards on the vesting date of those awards. (2)None of the amounts in this column are included in the Summary Compensation Table because plan earnings were not preferential or above-market. (3)The aggregate balance at last fiscal year end is based on the number of deferred stock units outstanding for the participant under the Deferred Compensation Plan and the fair market value of our Class A common stock as of December 31, 2023. No compensation is realized upon vesting of stock awards, regardless of deferral. Stock Award compensation is determined as of the date of grant and is included in the “Stock Award” column of the Summary Compensation Table and in the Grants of Plan-Based Awards Table for the year in which the grant was made. (4)Mr. Cameron elected to defer 100% of his equity compensation in each of 2021, 2022, and 2023 in order to receive a distribution of deferred stock units on or about January 1, 2025, 2026, and 2027 respectively. (5)Mr. Griffiths elected to defer 50% of his salary and bonus and 100% of his equity grants in each of 2021 and 2022 in order to receive a distribution of deferred stock units in three annual installments starting on or about January 1, 2025 and following the termination of services to the company, respectively. The Deferred Compensation Plan is an unfunded and unsecured deferred compensation arrangement designed to allow participants to defer a specified percentage of their base salary (up to 50%), eligible bonuses (up to 50%) and all or a portion of their RSU and PSU awards for deferred stock units that track the value of our Class A common stock. The Deferred Compensation Plan is designed to comply with Code Section 409A. As required by applicable law, participation in the Deferred Compensation Plan is limited to directors and a group of certain executives, which group includes our NEOs. If a participant elects to defer salary or bonus payments for deferred stock units, we credit a number of such units to the participant’s deferred account based on the respective closing price of our Class A common stock on the last day of the month in which such salary and/or bonus was deferred. If a participant elects to defer RSU or PSU awards for deferred stock units, we credit a number of such units to the participant’s deferred account equal to the number of RSUs or PSUs that become vested on their respective vesting dates. Participants receive their deferred compensation balance in Class A common stock based on their election of lump sum or various annual installment options.

  119. 2023 Non-Qualified Deferred Compensation Table

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  120. 2023 Non-Qualified Deferred Compensation Table

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  121. Pension Benefits

    Pension Benefits Aside from our 401(k) retirement savings plan, we do not maintain any pension plan or arrangement under which our NEOs are entitled to participate or receive post-retirement benefits.

  122. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by SEC rules, we are providing the following information to explain the relationship between the annual total compensation of Mr. Sridhar, who served as our CEO in 2023, and the annual total compensation of the median employee, excluding our CEO. As of November 30, 2023, we employed 2,398 people in 9 countries, inclusive of officers, executives, full-time, part-time and hourly employees. We selected November 30, 2023 to identify the median employee. This date is within the final three months of our last completed fiscal year, and was also the date used for determining the foreign exchange rate to U.S. dollars for employees paid in other currencies. We excluded 68 employees based in 7 non-U.S. countries. These employees were excluded under the de minimis exemption, allowing us to exclude up to 5% of our total employees who are non-U.S. employees. We applied this de minimis exemption when identifying the median employee by excluding employees in 7 countries: South Korea (50), Taiwan (5), China (4), Japan (4), Germany (2), Italy (2), and France (1). SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure, and compensation plans, policies, and procedures. For our consistently applied compensation measure, we collected cash compensation paid from January 1, 2023 to December 31, 2023 for all active employees as of November 30, 2023. This included annual base compensation, actual corporate bonus, and commissions paid to employees in 2023. We annualized the compensation of all permanent full-time and part-time employees. We believe that this measure reasonably reflects the annual compensation of our employees. Cost of living adjustments were not made. For 2023, we identified the median employee to be a full-time employee in the U.S. paid in U.S. Dollars, whose total earnings were $61,970. Mr. Sridhar’s annual total compensation for 2023, as reported in the 2023 Summary Compensation Table, was $1,704,008. Based on this information, for 2023, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 27.5 to 1.

  123. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  124. Overview of Potential Payments

    Overview of Potential Payments We have entered into Change in Control (“CiC”) Agreements with our NEOs that provide certain benefits upon such employees being terminated without “Cause” or leaving for “Good Reason” (each, a “Qualifying Termination”). Such benefits are adjusted in the event the Qualifying Termination occurs within three months prior to or within 12 months following the consummation of a change in control (each, a “CIC Qualifying Termination”). The table below summarizes the benefits under the CiC Agreements, as applicable, to the CEO and the other NEOs.

  125. Overview of Potential Payments

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  126. Overview of Potential Payments

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  127. Overview of Potential Payments

    | Termination Event | Provision | CEO | Other NEOs | | Qualifying Termination | Cash Severance | 1x base salary plus target bonus | 1x base salary | | | Benefits | 12 months of reimbursement for COBRA premiums | 12 months of reimbursement for COBRA premiums | | | Equity | 12 months accelerated vesting of RSUs and 2021 PSUs remain outstanding and eligible to vest for 12 months. | No acceleration | | CIC Qualifying Termination | Cash Severance | 2x the sum of base salary plus target bonus, plus current year pro-rata bonus | 1.5x the sum of base salary plus target bonus, plus current year pro-rata bonus | | | Benefits | 24 months of reimbursement for COBRA premiums | 18 months of reimbursement for COBRA premiums | | | Equity | Stock options and RSUs: All unvested to fully accelerate | Stock options and RSUs: All unvested to fully accelerate | | | | 2021 PSUs: Shares will vest depending on the price per share paid in change of control | PSUs: Applicable performance goals shall be deemed achieved at target unless specified in the applicable award agreement |

  128. Overview of Potential Payments

    Key definitions: “Cause” is defined as: (a) willful failure to substantially perform executive’s duties and responsibilities or willful violation of a material written policy delivered prior to such violation; (b) conviction of, or plea of nolo contendere to, a non-vehicular felony or crime involving moral turpitude; (c) unauthorized use or disclosure of any of our proprietary information or trade secrets or any other party to whom executive owes an obligation of nondisclosure as a result of executive’s relationship with Bloom Energy, in each case, that is materially and demonstrably injurious to Bloom Energy; (d) misappropriation of a material business opportunity; (e) willful provision of material aid to a competitor; or (f) willful breach of any material obligations of any material provisions under any written agreement or covenant with Bloom Energy. “Good reason” is defined as: (i) a material diminution in executive’s authority, duties, or responsibilities, including a material change in executive’s reporting responsibilities, such that executive is required to report to a person whose duties, responsibilities, and authority are materially less than those of the person to whom executive was reporting immediately prior to such change and/or a material reduction in the level of management to which executive reports, (ii) a reduction in executive’s annual base salary or annual bonus opportunity, (iii) a requirement that executive relocate executive’s principal place of work to a location that increases executive’s one-way commute by more than 50 miles from executive’s then-current work location, or (iv) a material breach of the CiC Agreement by Bloom Energy.

  129. Calculation of Potential Payments

    Calculation of Potential Payments The following table shows potential payments to our NEOs under the CiC Agreements in effect on December 31, 2023 in the event of a Qualifying Termination or CIC Qualifying Termination. Potential payments are calculated assuming a December 31, 2023 Qualifying Termination date and, where applicable, using the closing price of our Class A common stock of $14.80 on December 31, 2023, as reported on the NYSE. The value of the vesting acceleration was calculated by (i) multiplying the number of accelerated shares of Class A common stock underlying unvested, in-the-money equity awards by $14.80 and (ii) subtracting the exercise price for the unvested stock options. Amounts actually received if any of the specified events occur will vary based on factors such as the timing during the year of any such event, our stock price and any changes to our benefit arrangements and policies.

  130. Calculation of Potential Payments

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  131. Calculation of Potential Payments

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  132. Calculation of Potential Payments

    | | | Potential Payments in Connection With: | | | Name | Type of Benefit | Qualifying Termination ($) | CIC Qualifying Termination ($) | | KR Sridhar(1) | Cash Severance | 1,886,000 | 3,772,000 | | | Vesting Acceleration(2) | 1,184,000 | 3,552,000 | | | Continued Coverage of Employee Benefits | 36,962 | 73,924 | | | Total Benefits | 3,106,962 | 7,397,924 | | Gregory Cameron | Cash Severance | 700,000 | 2,100,000 | | | Vesting Acceleration | — | 4,798,073 | | | Continued Coverage of Employee Benefits | 30,193 | 45,290 | | | Total Benefits | 730,193 | 6,943,363 | | Billy Brooks(3) | Cash Severance | 477,000 | — | | | Vesting Acceleration | — | — | | | Continued Coverage of Employee Benefits | 30,193 | — | | | Total Benefits | 507,193 | — | | Glen Griffiths(4) | Cash Severance | — | — | | | Vesting Acceleration | — | — | | | Continued Coverage of Employee Benefits | — | — | | | Total Benefits | — | — | | Sharelynn Moore(5) | Cash Severance | — | — | | | Vesting Acceleration | — | — | | | Continued Coverage of Employee Benefits | — | — | | | Total Benefits | — | — | | Shawn M. Soderberg | Cash Severance | 515,000 | 1,313,250 | | | Vesting Acceleration | — | 2,400,072 | | | Continued Coverage of Employee Benefits | 14,659 | 21,989 | | | Total Benefits | 529,659 | 3,735,311 |

  133. Calculation of Potential Payments

    (1)The NEOs do not receive any specific severance payments on death or disability. However, Mr. Sridhar’s CEO Performance Award may provide for a payout upon his death or disability. In the event of Mr. Sridhar’s termination of employment due to death or disability, the remaining unvested units subject to his RSU Award will vest in full and the unvested units subject to his Revenue/Gross Margin Award and Stock Price Hurdle Award will remain outstanding and eligible to vest subject to their normal terms for 18 months following his termination of employment due to death or disability (subject to the achievement of the applicable performance goals). Based on our closing price on December 31, 2023, this would have resulted in a potential payment of $3,552,000. (2)The CIC Qualifying Termination does not include the potential payout of the Revenue/Gross Margin Award or Stock Price Hurdle Award that are not triggered by a CIC Qualifying Termination but may nonetheless pay out on the size of a corporate transaction as described in the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – 2021 CEO Performance Award Outcomes in Fiscal 2023” in the Compensation Discussion and Analysis above. As our December 31, 2023 stock price did not exceed the threshold for a payout under a corporate transaction, no amounts are included in the table above. (3)Mr. Brooks received one year of base salary upon his departure from the Company in January 2024. (4)Mr. Griffiths did not receive any payments upon his retirement from the Company in May 2023. (5)Ms. Moore did not receive any payments upon her resignation from the Company in September 2023.

  134. Calculation of Potential Payments

    | 80 | Bloomenergy | 2024 Proxy Statement |

  135. Calculation of Potential Payments

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  136. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  137. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO, USD(1) | Compensation Actually Paid to PEO, USD(2) | Average Summary Compensation Table Total for Non-PEO NEOs, USD(3) | Average Compensation Actually Paid to Non-PEO NEOs, USD(4) | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income, USD in thousands(7) | Product and Service Revenue, USD in thousands(8) | | | | | | | Total Stockholder Return, USD(5) | Peer Group Total Stockholder Return, USD(6) | | | | 2023 | 1,704,008 | (2,904,929) | 2,781,556 | (394,261) | 198.13 | 174.51 | (302,116) | 1,158,300 | | 2022 | 2,632,248 | (1,564,752) | 4,924,026 | 4,429,158 | 255.96 | 193.70 | (301,408) | 1,031,618 | | 2021 | 34,210,000 | 45,039,705 | 5,309,245 | 4,000,340 | 293.57 | 277.30 | (164,445) | 807,696 | | 2020 | 6,848,915 | 49,829,957 | 1,996,900 | 9,054,716 | 383.67 | 284.83 | (157,553) | 628,266 |

  138. Pay Versus Performance Table

    (1)The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table for our PEO, KR Sridhar, for each of 2023, 2022, 2021, and 2020. (2)The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

  139. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO | Deduct Reported Value of Equity Awards(a) | Add (or Deduct) Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2023 | 1,704,008 | 0 | (4,608,937) | (2,904,929) |

  140. Pay Versus Performance Table

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  141. Pay Versus Performance Table

    | Bloomenergy | 2024 Proxy Statement | 81 |

  142. Pay Versus Performance Table

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  143. Pay Versus Performance Table

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | 2023 | 0 | (5,093,298) | 0 | 484,362 | 0 | 0 | (4,608,937) |

  144. Pay Versus Performance Table

    (3)The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Cameron, Brooks, and Griffiths and Mses. Moore and Soderberg; (ii) for 2022, Messrs. Cameron and Griffiths, Mses. Moore and Soderberg; (iii) for 2021, Messrs. Cameron, Griffiths, Brooks, and Venkataraman; and (iv) for 2020, Messrs. Cameron, Venkataraman, and Furr, and Mses. Brennan and Soderberg. In 2023, Mr. Brooks, Mr. Griffiths, and Ms. Moore each received compensation for a portion of the year given their departures; as a result, average summary compensation for the non-PEO NEOs was considerably lower than in a typical year. (4)The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  145. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Deduct Average Reported Value of Equity Awards | Add (or Deduct) Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | 2,781,556 | (2,146,080) | (1,029,736) | (394,261) |

  146. Pay Versus Performance Table

    (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  147. Pay Versus Performance Table

    | Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2023 | 340,400 | (303,198) | 0 | 64,574 | (1,131,513) | 0 | (1,029,736) |

  148. Pay Versus Performance Table

    (5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Clean Edge Green Energy Total Return Index. (7)The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year (net income (loss) before portion attributable to redeemable noncontrolling interest and noncontrolling interest). (8)The Company-selected measure is Product and Service Revenue, as described in our “Compensation Discussion and Analysis” section of this Proxy Statement above.

  149. Pay Versus Performance Table

    | 82 | Bloomenergy | 2024 Proxy Statement |

  150. Pay Versus Performance Table

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  151. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance Table. “Compensation actually paid”, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect either the value attributed to those awards by the Compensation Committee at the time of grant or the actual amounts paid out for those awards. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. For a discussion of how our Compensation Committee assessed Bloom Energy’s performance and our NEOs’ pay each year, see “Compensation Discussion and Analysis” in this Proxy Statement and in our 2021, 2022, and 2023 Proxy Statements. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance Table, including graphs showing the relationship of “compensation actually paid” (“CAP”) to our Chief Executive Officer and the average of our other NEOs in 2020, 2021, 2022, and 2023 to (1) TSR of both Bloom Energy and the Nasdaq Clean Edge Green Energy Total Return Index, (2) Bloom Energy’s net income, and (3) Bloom Energy’s product and service revenue.

  152. Analysis of the Information Presented in the Pay versus Performance Table

    | Bloomenergy | 2024 Proxy Statement | 83 |

  153. Analysis of the Information Presented in the Pay versus Performance Table

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  154. Bloom Energy & Peer TSR vs. Compensation Actually Paid

    Bloom Energy & Peer TSR vs. Compensation Actually Paid

  155. Net Income vs. Compensation Actually Paid

    Net Income vs. Compensation Actually Paid

  156. Product and Service Revenue vs. Compensation Actually Paid

    Product and Service Revenue vs. Compensation Actually Paid

  157. Product and Service Revenue vs. Compensation Actually Paid

    | 84 | Bloomenergy | 2024 Proxy Statement |

  158. Product and Service Revenue vs. Compensation Actually Paid

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  159. Product and Service Revenue vs. Compensation Actually Paid

    | PROPOSAL 2 | | Advisory Approval of Named Executive Officer Compensation | | The Board unanimously recommends a vote FOR the approval of the compensation of our NEOs. |

  160. Product and Service Revenue vs. Compensation Actually Paid

    In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in the Compensation Discussion and Analysis and the tabular disclosures of this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, provides our stockholders with the opportunity to express their views on the compensation of our NEOs. As described in the section entitled “Compensation Discussion and Analysis,” we believe that the skill, talent, judgment, and dedication of our executive officers are critical factors affecting our long-term value. The goals of our executive compensation programs are to fairly compensate our executives, attract and retain highly-qualified executives who are able to contribute to our long-term success, encourage performance consistent with clearly defined corporate goals, and align our executives’ long-term interests with those of our stockholders. Please read the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 54 for additional details about our executive compensation programs. The Board is asking our stockholders to indicate their support for the compensation of our NEOs as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, practices, and objectives described in this Proxy Statement. Accordingly, the Board recommends that our stockholders vote “FOR” the following resolution at the 2024 Annual Meeting: “RESOLVED: That the stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying footnotes and narrative disclosures.” As an advisory vote, this say-on-pay proposal is not binding on us, the Board, or the Compensation Committee. However, we, the Board and the Compensation Committee, which are responsible for overseeing, reviewing, and administering our executive compensation programs, value the opinions expressed by our stockholders, and will continue to consider our stockholders’ views in evaluating future compensation options for our NEOs. Taking into account the advisory vote of stockholders regarding the frequency of future say-on-pay proposals at our 2021 Annual Meeting, the Board’s current policy is to include an advisory resolution to approve the compensation of our NEOs annually. Accordingly, unless the Board modifies its policy on the frequency of future say-on-pay votes, the next advisory vote to approve our executive compensation will occur at the 2025 Annual Meeting of Stockholders. Vote Required. Approval of Proposal 2 requires the affirmative vote of a majority of the votes cast for or against this proposal. Abstentions and broker non-votes, if any, are not deemed to be votes cast and, therefore, will not affect the outcome of the vote.

  161. Product and Service Revenue vs. Compensation Actually Paid

    | Bloomenergy | 2024 Proxy Statement | 85 |

  162. Product and Service Revenue vs. Compensation Actually Paid

    | Audit Matters |

  163. Product and Service Revenue vs. Compensation Actually Paid

    | PROPOSAL 3 | | Ratification of Appointment of Independent Registered Public Accounting Firm | | Stockholders are being asked to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Deloitte & Touche as our independent auditor for 2024. |

  164. Directors and Executive Officers

    Directors and Executive Officers

  165. Directors and Executive Officers

    | | Class A Common Stock | | | Beneficial Owner | Shares | % | | Michael J. Boskin | 61,903 | * | | Mary K. Bush(1) | 143,291 | * | | John T. Chambers(2) | 390,289 | * | | Jeffrey Immelt(3) | 159,709 | * | | Cynthia (CJ) Warner(4) | — | — | | Eddy Zervigon(5) | 84,150 | * | | KR Sridhar(6) | 5,831,521 | 2.6 | | Gregory Cameron(7) | 521,279 | * | | Guillermo (Billy) Brooks | 150,638 | | | Glen Griffiths(8) | 405,875 | | | Sharelynn Moore | 168,361 | * | | Shawn M. Soderberg(9) | 843,823 | * | | All Current Executive Officers and Directors as a Group (10 persons)(10) | 8,035,965 | 3.5 |

  166. Directors and Executive Officers

    * Less than one percent. (1)Includes 50,000 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024. Ms. Bush also has a right to 36,301 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (2)Includes 293,333 shares of Class A common stock held by JCEP Investments, LLC of which Mr. Chambers is the managing member. Mr. Chambers also has a right to 16,488 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (3)Mr. Immelt also has a right to 32,095 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (4)Ms. Warner also has a right to 3,397 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (5)Includes (i) 6,000 shares of Class A common stock held in Mr. Zervigon’s IRA. Mr. Zervigon also has a right to 46,658 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (6)Includes (i) 1,971,337 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024, (ii) 101,445 Class A performance stock units that vest within 60 days of February 28, 2024, (iii) 503,052 shares of Class A common stock held by trusts for which Mr. Sridhar is the trustee, (iv) 72,106 shares of Class A common stock held by GRATs for which Mr. Sridhar is the trustee, and (v) 537,487 shares of Class A common stock held by trusts for the benefit of Mr. Sridhar's children sharing his household. By virtue of the relationship Mr. Sridhar has with each Trust above in this footnote, Mr. Sridhar is deemed to have voting and dispositive power of the shares held by each trust.

  167. Directors and Executive Officers

    | Bloomenergy | 2024 Proxy Statement | 93 |

  168. Directors and Executive Officers

    | Proxy Summary | Corporate Governance | Executive Compensation | Audit Matters | Security Ownership and Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |

  169. Directors and Executive Officers

    (7)Includes (i) 200,000 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024, (ii) 12,993 Class A performance stock units that vest within 60 days of February 28, 2024; and (iii) 9,177 Class A restricted stock units that vest within 60 days of February 28, 2024. Mr. Cameron also has a right to 235,157 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (8)Mr. Griffiths also has a right to 172,897 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (9)Includes (i) 378,752 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024, (ii) 24,117 Class A restricted stock units that vest within 60 days of February 28, 2024, and (iii) 6,063 performance stock units that vest within 60 days of February 28, 2024. (10)Includes (i) 2,600,089 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024, (ii) 33,294 Class A restricted stock units that vest within 60 days of February 28, 2024, and (iii) 120,456 Class A performance stock units that vest within 60 days of February 28, 2024,