DEF 14A of Bloom Energy Corp
Filed Apr 2, 2025 · FY20240001628280-25-016206
Director Nominee Summary
Director Nominee Summary
Director Nominee Summary
| Director Nominee | | Primary Occupation | Career Highlights | | Nominees for Election as Class I Directors | | | | | | Mary K. Bush Age 76 Director Since 2017 AC–C* | President, Bush International, LLC | •30+ years advising corporations and U.S. and foreign governments •Held several Presidential appointments in banking and international finance | | | Gary Pinkus Age 59 Director Since 2024 CC–M | Senior Partner, McKinsey & Company | •35+ years at McKinsey & Company and now Chairman of its North America operations •Co-founder of McKinsey’s Private Equity & Principal Investors Practice •2022 recipient of Top Consultants Lifetime Achievement Award from Consulting Magazine | | | KR Sridhar Age 64 Director Since 2002 | 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 | | Continuing Class II Directors | | | | | | Barbara Burger Age 64 Director Since 2024 NC–M | Adviser to multiple energy companies and investment firms | •30+ years at Chevron focusing on energy innovation and decarbonization technologies •Former Vice President, Innovation and President, Chevron Technology Ventures | | | Jeffrey Immelt Lead Independent Director Age 69 Director Since 2019 CC–C | Venture Partner, New Enterprise Associates, Inc. Former Chairman & CEO, General Electric | •15+ years leading General Electric 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 | | | Eddy Zervigon Age 56 Director Since 2007 AC–M* NC–C | CEO, Quantum Xchange | •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 | | Continuing Class III Directors | | | | | | Michael J. Boskin Age 79 Director Since 2019 AC–M NC–M | Professor of Economics & Hoover Institution Senior Fellow, Stanford University | •50+ years as a Stanford University faculty member •Former chairman of the President’s Council of Economic Advisors •20+ years on ExxonMobil board | | | John T. Chambers Age 75 Director Since 2018 CC–M | Founder & CEO, JC2 Ventures Former Chairman & CEO, Cisco | •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” | | | Cynthia (CJ) Warner Age 66 Director Since 2023 AC–M* NC–M | Former President and CEO, Renewable Energy Group | •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 |
Director Nominee Summary
| AC | Audit Committee | C | Chair | | CC | Compensation and Organizational Development Committee (“Compensation Committee”) | M | Member | | NC | Nominating Committee | * | Audit Committee Financial Expert | | | | IND | Independent Director |
Director Nominee Summary
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Director Nominee Summary
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Our Nominees and Board of Directors
Our Nominees and Board of Directors
Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
| | | Relevant Qualifications for Bloom: Ms. Bush has held senior executive and leadership roles in international public and private financial institutions and directorships of leading financial institutions and Fortune 500 companies. She, therefore, brings to the Board extensive experience in and knowledge of capital markets, finance, and accounting oversight, financial reporting and corporate governance. Ms. Bush also has wide-ranging experience with U.S. and foreign governments and their financial regulatory systems as well as with risk management. She was appointed by Treasury Secretary Henry M. Paulson to the U.S. Treasury Advisory Committee on the Auditing Profession. These attributes make her particularly qualified as Chair of the Audit Committee. With her international expertise in corporate and sovereign finance, her extensive network of global relationships and her work advising foreign governments, Ms. Bush provides valuable insights to the Board and management as Bloom adapts its business model to optimize for the evolving energy transition and expands its energy solutions into global markets. Ms. Bush’s expertise in developing and implementing innovative financial strategies provides value to the Board in securing financing for energy projects globally. Ms. Bush has served on all significant standing committees of public company boards. She has chaired both governance and audit committees and brings deep knowledge, valuable experience and insights on public company governance. She was selected by the National Association of Corporate Directors as one of the top 100 directors in the nation. | | | | Mary K. Bush Age: 76 Director Since: January 2017 Committee Membership: •Audit (Chair & Audit Committee Financial Expert) Other Public Company Boards: •None | | | | | | 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 •Held several Presidential appointments, including the U.S. Government’s representative on the International Monetary Fund Board and the Director of Sallie Mae •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 •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 •Managed global banking and corporate finance relationship at New York money center banks, including Citibank, N.A., Bankers Trust Company and Chase Manhattan Bank (now JP Morgan Chase) | 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 – Present: Director, ManTech International Corporation (Moose Holdings) •2008 – 2020: Director, Marriott International, Inc. •2007 – 2023: Director, Discover Financial Services •2012 – 2023: Director, T. Rowe Price •2007 – 2010: Director, United Airlines •1997 – 2000: Director, Texaco | | | INDEPENDENT President, Bush International LLC | | |
Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
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Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
| | | Relevant Qualifications for Bloom: Mr. Pinkus is a highly respected leader and strategic advisor, bringing nearly four decades of experience in management consulting to Bloom’s Board. As Chairman, North America for McKinsey & Company, he has provided guidance to some of the world's most influential organizations, helping them address complex challenges and achieve transformational growth. During his tenure, Mr. Pinkus has held numerous leadership roles including managing partner for North America and leader of McKinsey's western United States office. He also co-founded McKinsey's Private Equity and Principal Investors Practice and served on the firm's global governance board, showcasing his extensive expertise in corporate strategy, governance, and investment decision-making. Mr. Pinkus' experience advising clients across industries positions him as an invaluable asset to Bloom. His understanding of global markets, operational scalability, and strategic innovation provides essential insights as Bloom continues to grow its business and expand its clean energy technologies to meet global energy demands. Mr. Pinkus’ extensive exposure to multiple compensation structures across industries and his experience advising clients on executive and organizational performance strategies make him a valuable member of Bloom’s Compensation Committee. His ability to align compensation frameworks with business goals adds tremendous value as Bloom strives to attract and retain top talent. His experience serving on various committees at McKinsey, including managing the firm’s governance and enterprise risk, aids in his oversight of corporate governance and risk issues at Bloom. With a proven track record of helping organizations achieve operational excellence and long-term success, Mr. Pinkus brings a unique perspective to Bloom's Board. His expertise in navigating complex business environments and driving strategic initiatives align with Bloom's mission to accelerate the energy transition through advancements in clean, reliable, and affordable energy solutions. | | | | Gary Pinkus Age: 59 Director Since: June 2024 Committee Membership: •Compensation Other Public Company Boards: •Walker & Dunlop, Inc. | | | | | | Professional Background •1987 – 1990, 1992 to Present: McKinsey & Company –2018 – Present: Chairman, North America –2015 – 2018: Managing Partner, North America –2006 – 2015: Managing Partner, West Coast –2003 – 2006: Managing Partner, San Francisco •formed McKinsey & Company’s Private Equity & Principal Investors Practice –1987 – 1990; 1992 – 2003: various positions, including a member of the firm’s global governance board (Shareholders Council), including chairing the Finance and Infrastructure Committee, the Strategy Committee, and the Risk, Audit, and Governance Committees. | Other Directorships & Memberships •May 2024 – Present: Director, Sackville Capital, global investment firm focused on private markets •2024 – Present: Trustee, Wake Forest University Board of Trustees •Trustee, US Ski and Snowboard Foundation Board of Trustees | | | INDEPENDENT Chairman of North America, McKinsey & Company | | |
Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
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Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
| | | 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, Dr. Sridhar has unparalleled and in-depth knowledge of our technology, operations, employees, policy and regulatory environment, and customers. Dr. 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, Dr. 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, Dr. Sridhar has significant experience in building a sustaining culture at Bloom and attracting, retaining, and developing a global workforce and he brings a unique employee perspective to Board discussions. Dr. 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. Dr. Sridhar also provides management’s perspective in Board discussions and brings important insights regarding our daily operations to the Board’s deliberations. | | | | KR Sridhar Age: 64 Director Since: January 2002 Committee Membership: •None Other Public Company Boards: •C3.ai, Inc. | | | | | | 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 & Memberships •Member, National Academy of Engineering •Strategic Advisory Board Member of the California Institute of Technology Resnick Sustainability Institute | | | Founder, Chairman & CEO, Bloom Energy | | |
Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
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Class I Directors: Standing for Election at the 2025 Annual Meeting of Stockholders
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Class II Directors: Terms Expiring at the 2026 Annual Meeting
Class II Directors: Terms Expiring at the 2026 Annual Meeting
Class II Directors: Terms Expiring at the 2026 Annual Meeting
| | | Relevant Qualifications for Bloom: Dr. Burger's distinguished 34 year career at Chevron positions her as a transformational leader in advancing innovation during the energy transition. At Chevron, she led groundbreaking efforts to identify and integrate emerging technologies and sustainable business models, focusing on the transition to renewables and reducing environmental impact. Dr. Burger's deep expertise in fostering innovation and her ability to bridge technological advancements with business strategy directly support Bloom’s mission to deliver clean, reliable and affordable energy. Her strategic insights and commitment to sustainability are invaluable as Bloom continues to expand its innovative solutions globally. Over the course of her career, Dr. Burger held various leadership positions across multiple sectors bringing strong technical and engineering expertise to Bloom in the areas of international marketing, chemicals, technology marketing, lubricants, ventures, and innovation. Her technical expertise spans traditional oil and gas, renewable energy, and cutting-edge technologies, making her a critical asset to Bloom, its customers and other stakeholders. Her comprehensive understanding of technology and passion for education, innovation, sustainability and the challenges facing the energy transition, equip her to provide valuable insights into Bloom’s advancement in its solutions, as well as its ongoing development of new applications such as CCUS and CHP that support the energy transition and zero carbon future. Since leaving Chevron, Dr. Burger has leveraged her extensive network and expertise to advise several energy-focused companies and investment firms. Her unique combination of technical knowledge, strategic leadership, and industry connections is valuable as Bloom works to revolutionize the energy landscape. | | | | Barbara Burger Age: 64 Director Since: August 2024 Committee Membership: •Nominating Other Public Company Boards: •Heliogen, Inc. | | | | | | Professional Background •2022 – Present: Advisor to energy-focused companies and investment firms, including Emerald Technology Ventures Advisory Council (since April 2022), Energy Impact Partners (since April 2023), Epicore Biosystems (since July 2022), Lazard Ltd., (since October 2022), Marunouchi Innovation Partners (since October 2023), Sparkz, Inc. (since April 2023), and Syzygy Plasmonics (since June 2022) •1987 – 2022: Chevron Corporation, most recently as President, Chevron Technology Ventures (since 2013) and Vice President, Innovation (since 2020). Prior to that, Dr. Burger held a number of management positions at Chevron across International Marketing, Chemicals, Technology Marketing, Lubricants, Ventures, and Innovation. | Other Directorships & Memberships •Milestone Environmental Services Board of Managers (since February 2024) •Revterra Director (since November 2023) •Greentown Labs Director (June 2022 – August 2024) •Active in educational, industry associations, and other non-profits, including Activate Leadership Council, President of the Board of Directors of the Houston Symphony, MIT Energy Initiative, National Renewable Energy Laboratory Advisory Council, Rice University Corporate Innovation Advisory Board, River Campus Libraries National Council, Strategic Advisory Board Member of the California Institute of Technology Resnick Sustainability Institute, and University of Rochester Board of Trustees. | | | INDEPENDENT Advisor, multiple energy companies and investment firms | | |
Class II Directors: Terms Expiring at the 2026 Annual Meeting
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Class II Directors: Terms Expiring at the 2026 Annual Meeting
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Class II Directors: Terms Expiring at the 2026 Annual Meeting
| | | Relevant Qualifications for Bloom: Mr. Immelt serves as our Lead Independent Director and brings to the Board more than 30 years of public company, senior executive, and boardroom experience, including 15+ 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 make him an asset as Chair of the Compensation Committee, overseeing human capital management, executive compensation, and succession planning. His role as Lead Independent Director of the Board further reflects the Board’s confidence in his leadership and judgment. 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. | | | | Jeffrey Immelt Age: 69 Director Since: January 2019 Committee Membership: •Compensation (Chair) Other Public Company Boards: •Twilio Inc. •Desktop Metal, Inc. •NeueHealth, Inc. (formerly Bright Health Group, Inc.) | | | | | | Professional Background •2018 – Present: Venture Partner, New Enterprise Associates, a venture capital firm •2001 – 2017: Chairman and CEO, GE, 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: Director, 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 | | | INDEPENDENT: Venture Partner, New Enterprise Associates Former Chairman & CEO, General Electric (“GE”) | | |
Class II Directors: Terms Expiring at the 2026 Annual Meeting
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Class II Directors: Terms Expiring at the 2026 Annual Meeting
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Class II Directors: Terms Expiring at the 2026 Annual Meeting
| | | 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 obtained as a Certified Public Accountant 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. | | | | Eddy Zervigon Age: 56 Director Since: October 2007 Committee Membership: •Audit (Audit Committee Financial Expert) •Nominating (Chair) Other Public Company Boards: •None | | | | | | 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 CPA, 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 | | | INDEPENDENT: CEO, Quantum Xchange | | |
Class II Directors: Terms Expiring at the 2026 Annual Meeting
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Class II Directors: Terms Expiring at the 2026 Annual Meeting
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Class III Directors: Terms Expiring at the 2027 Annual Meeting
Class III Directors: Terms Expiring at the 2027 Annual Meeting
Class III Directors: Terms Expiring at the 2027 Annual Meeting
| | | 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. His service for over twenty years on the board of Exxon Mobil and experience with governments globally with his economic work enable 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 provide 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: 79 Director Since: November 2019 Committee Membership: •Audit •Nominating Other Public Company Boards: •Oracle Corporation | | | | | | 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 | | | INDEPENDENT Tully M. Friedman Professor of Economics & Wohlford Family Hoover Institution, Senior Fellow, Stanford University CEO & President, Boskin & Co. | | |
Class III Directors: Terms Expiring at the 2027 Annual Meeting
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Class III Directors: Terms Expiring at the 2027 Annual Meeting
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Class III Directors: Terms Expiring at the 2027 Annual Meeting
| | | Relevant Qualifications for Bloom: Mr. Chambers’ experience as CEO 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: 75 Director Since: August 2018 Committee Membership: •Compensation Other Public Company Boards: •None | | | | | | 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. | | | INDEPENDENT Founder & CEO, JC2 Ventures | | |
Class III Directors: Terms Expiring at the 2027 Annual Meeting
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Class III Directors: Terms Expiring at the 2027 Annual Meeting
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Class III Directors: Terms Expiring at the 2027 Annual Meeting
| | | 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. | | | | Cynthia (CJ) Warner Age: 66 Director Since: June 2023 Committee Membership: •Audit (Audit Committee Financial Expert) •Nominating Other Public Company Boards: •Chevron Corporation •Sempra | | | | | | 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 •Trustee, Vanderbilt University Board of Trust •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. Accolades •Vanderbilt University School of Engineering Academy of Distinguished Alumni (2019 Induction) •Director of the Year - Corporate Governance, Corporate Director’s Forum •Recipient of the Vanderbilt University Alumni Professional Achievement Award in 2023 | | | INDEPENDENT: Senior Operating Partner, GVP Climate, LLP Former President and CEO, Renewable Energy Group, Inc. | | |
Class III Directors: Terms Expiring at the 2027 Annual Meeting
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Class III Directors: Terms Expiring at the 2027 Annual Meeting
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
Director Compensation
Director Compensation
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 our non-employee directors. All of our directors, other than our Chairman and CEO, are non-employee Directors.
2024 Director Compensation
2024 Director Compensation The following table provides information for all compensation awarded to, or earned by, our non-employee Directors for the year ended December 31, 2024. Dr. Sridhar does not receive compensation for his service as a director. Please see the 2024 Summary Compensation Table on page 82 of this Proxy Statement for information regarding Dr. Sridhar’s 2024 compensation as our CEO.
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Michael J. Boskin | 90,000 | 200,000 | — | — | 290,000 | | Barbara Burger | 31,250 | 350,000 | — | — | 381,250 | | Mary K. Bush | 110,000 | 200,000 | — | — | 310,000 | | John T. Chambers | 80,000 | — | 315,923 | — | 395,923 | | Jeffrey Immelt(2) | 115,000 | 25,000 | 315,923 | — | 455,923 | | Gary Pinkus(3) | 43,513 | — | 350,000 | — | 393,513 | | Cynthia (CJ) Warner(2) | 90,000 | — | 315,923 | — | 405,923 | | Eddy Zervigon | 100,000 | — | 315,923 | — | 415,923 |
2024 Director Compensation
(1)The amounts reported (rounded to the nearest dollar) represent the aggregate grant date fair value of RSUs and stock options granted to each of our non-employee 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, 2024, non-employee Directors who served on the Board during 2024 had the following outstanding equity awards, with Drs. Burger and Boskin and Ms. Bush electing to receive equity in the form of RSUs and Ms. Warner and Messrs. Chambers, Immelt, Pinkus, and Zervigon electing to receive equity in the form of stock options: Dr. Boskin, 15,552 RSUs; Dr. Burger, 28,000 RSUs; Ms. Bush 15,552 RSUs and 50,000 stock options; Mr. Pinkus, 30,932 stock options; and as to Mr. Chambers, Mr. Immelt, Mr. Zervigon and Ms. Warner, 31,104 stock options each, and 2,042 RSUs for Mr. Immelt. (2)Mr. Immelt and Ms. Warner each elected to defer 100% of their annual retainer fees and Mr. Immelt elected to defer his RSU award in order to receive a distribution of deferred stock units following termination of service on the Board. (3)Mr. Pinkus elected to defer 100% of his annual retainer fees in order to receive a distribution of deferred stock units on January 1, 2026.
2024 Director Compensation
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2024 Director Compensation
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
2024 Director Compensation
| Senior Management Team |
2024 Director Compensation
We have an experienced 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 a variety of experiences, backgrounds and viewpoints among our leadership ultimately translates to 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:
2024 Director Compensation
| | KR Sridhar Age: 64 Founder, Chairman, and Chief Executive Officer | | Daniel Berenbaum Age: 55 Chief Financial Officer | | Please see page 31 of this Proxy Statement for Dr. Sridhar’s biography. | | Background at Bloom Daniel Berenbaum has served as our CFO since April 2024. Mr. Berenbaum leads Bloom’s Finance organization. | | | | | Professional Experience Prior to joining Bloom Energy, Mr. Berenbaum served as Executive Vice President and Chief Financial Officer at National Instruments (from January 2023 until the sale of the company to Emerson in October 2023). He previously held executive finance positions in several other high-tech companies, including Vice President, Finance, Global Operations Controller for Micron Technology (from 2021 to 2023), a semiconductor company, where he oversaw the financial performance of the company’s global manufacturing organization and led manufacturing footprint expansions; Chief Financial Officer at Everspin Technologies (2020 to 2021), a semiconductor company, where he leveraged expertise in semiconductor finance and operations to strengthen the company’s strategy and execution; and Asia/Pacific Chief Financial Officer at GlobalFoundries (from 2013 to 2020), where he oversaw manufacturing performance, accounting, and shared services, and regional mergers and acquisitions. Prior to these roles, he spent ten years on Wall Street as an analyst covering technology stocks. Earlier in his career, he held various technical and management roles at Applied Materials and served as a nuclear-powered-trained surface line officer in the United States Navy. | | | | | Education BS, United States Naval Academy. | |
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2024 Director Compensation
| | Shawn M. Soderberg Age: 64 Chief Legal Officer and Corporate Secretary | | Satish Chitoori Age: 53 Chief Operations Officer | | Background at Bloom Shawn M. Soderberg has served as our CLO and Corporate Secretary since January 2016. Ms. Soderberg leads Bloom’s legal, regulatory, and compliance activities. | | Background at Bloom Satish Chitoori has served as our Chief Operations Officer (“COO”) since April 2024, overseeing Supply Chain, Manufacturing, Installations (CIG), and Facilities. Prior to that, Mr. Chitoori served as Senior Vice President--Global Supply Chain Management since 2019. | | | 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. | | Professional Experience With over 22 years of experience in the semiconductor and electronics industries, Mr. Chitoori has held senior leadership roles in Operations, Process Engineering, Quality, Product Management, and Program Management. Since joining Bloom Energy, he has been instrumental in scaling the supply chain and managing complex relationships with global suppliers, facilitating Bloom Energy’s growth in a dynamic market environment. His international assignments in countries such as Malaysia, Singapore, Thailand, India and China have enabled him to build high performance teams and gain a global perspective on operations and supply chain management. Mr. Chitoori also serves as an advisory board member for the Engineering Leadership Certificate Program at the University of California, Santa Barbara. | | | Education LL.M. in Taxation, New York University JD, Seattle University School of Law BS in Accounting, University of Santa Clara | | Education BS in Mechanical Engineering, Jawaharlal Nehru University MBA in Operations, Savitribai Phule Pune University | |
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2024 Director Compensation
| | Aman Joshi Age: 48 Chief Commercial Officer | | Background at Bloom Aman Joshi has served as our Chief Commercial Officer since January 2024. Mr. Joshi leads Bloom’s sales and business development activities. | | | Professional Experience Aman Joshi brings over two decades of experience from General Electric to Bloom Energy. At GE, he held various leadership roles across multiple business segments, including GE Capital, GE Corporate, GE Aviation, GE Global Growth Organization, and GE Power. Notably, he served as the Global General Manager of GE’s Aeroderivative Gas Turbine units business at General Electric Company’s GE Vernova business unit (formerly known as GE Power) from 2018 to 2024, where he collaborated with energy policy makers, regulators and utilities to support the energy transition and accelerate the development of efficient, reliable and clean power solutions. Between 2013 and 2018, Mr. Joshi served in business unit CFO roles within GE Vernova. In addition to providing global perspective on the energy sector from living in six countries and working in four continents, Mr. Joshi is a seasoned power generation veteran and has extensive experience working with utilities, commercial and industrial companies, governments, regulators, and policy makers. Throughout his career, Mr. Joshi has developed a strong operational and commercial skill set, earning recognition for building effective business teams and delivering robust results for shareholders and customers. | | | Education The Institute of Chartered Accountants of India and The Institute of Company Secretaries of India | |
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Compensation Philosophy and Objectives
| Motivate Performance with Challenging Goals that Support our Business Strategy | Encourage and reward over-achievement of corporate financial and operating goals. Expect accountability and promote a culture of high performance. Our compensation program is closely aligned with our long-term growth model and strategic priorities. Incentive performance measures are set at challenging, but reasonably achievable targets. Our long-term equity awards are designed with financial and operational targets over a three-year period. | | Align Interests with Stockholders | Align the interests of our executives with our stockholders by delivering a significant portion of total compensation in the form of at-risk, performance-based cash and long-term equity awards. The metrics on which our executives are rewarded are aligned to the goals we communicate to stockholders, closely tracking our externally communicated financial objectives. | | Reward Actual Achievement | Short-term and long-term incentive payouts that exclusively depend on level of achievement against pre-established financial and strategic goals and individual performance. A significant percentage of our NEO’s compensation is at risk and variable based on the annual and long-term performance of the Company. ACI awards reward the achievement of short-term goals while equity awards encourage our executives to deliver sustained strong results over multiple years. |
2024 PAY MIX: CEO
| | Base Salary | | ACI | | RSUs | | PSUs & PSOs |
2024 PAY MIX: ALL OTHER NEOs AS A GROUP
| | Base Salary | | ACI | | RSUs | | PSUs & PSOs |
2024 PAY MIX: ALL OTHER NEOs AS A GROUP
| Emphasis on Performance-based Incentives | Performance-based awards, PSUs and PSOs (2024 only), represented 78% of the target compensation granted to both the CEO and the other NEOs as a group. | | Challenging Strategic Performance Objectives | In 2024, the Compensation Committee incorporated challenging strategic performance objectives into certain performance-based equity awards granted to NEOs. Strong operational performance led to an above-target payout. | | Challenging Financial and Operational Objectives | For 2024, the Compensation Committee set ACI metrics and targets at challenging levels. Based on the Company’s strong financial and operational performance, the Compensation Committee approved ACI funding at the above target rate of 135%. |
Emphasis on Performance-Based Compensation
Emphasis on Performance-Based Compensation To align the interests of management and stockholders, our compensation program is designed to provide the majority of executive compensation in the form of at-risk, performance-based cash and equity incentives, including long-term, three-year vesting equity awards. This approach ensures that the compensation opportunity for our NEOs is aligned with the interests of our stockholders and focused on sustained stockholder value creation. The Board believes that revenue growth, margin expansion, profitability and positive cash flow from operations are critical to Bloom Energy’s success. As a result, at-risk cash and equity incentives are aligned with performance targets designed to drive these metrics. Performance-based compensation consists of at-risk, variable pay through our ACI and performance-based equity, both of which are eligible to be earned at up to 150% of target based on the achievement of challenging financial, operational and strategic goals.
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 and Rigorous Oversight – 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. Throughout the year, the Compensation Committee provides rigorous oversight of incentive metrics and the pay/performance relationship. 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. 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 executive health plan. 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 RSU or PSU awards. No Stock Option Repricing – We do not retroactively adjust the exercise price of previously granted stock options. | |
Role of the Consultants
Role of the Consultants 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. As part of our commitment to strong governance and continuous improvement, the Compensation Committee engaged a new independent compensation consultant in 2024. This transition provided a fresh perspective on our executive compensation practices and allowed for a comprehensive review of our programs, ensuring alignment with market best practices and the long term interests of our stockholders. Compensia served as our independent compensation consultant until November 2024 when the Compensation Committee retained Meridian (Compensia and Meridian collectively referred to as the “Compensation Consultants”). A representative of the Compensation Consultants attended Compensation Committee meetings in 2024 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; and •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. The Compensation Consultants reported directly to the Compensation Committee and did not provide any services to the Company other than those provided to the Compensation Committee. The Compensation Committee reviewed the objectivity and independence of the advice provided by the Compensation Consultants. In 2024, the Compensation Committee considered the specific independence factors adopted by the SEC and NYSE and determined that the Compensation Consultants were independent and that their work did not raise any conflicts of interest.
Role of Competitive Market Data
Role of Competitive Market Data In February 2024, the Compensation Committee reviewed an analysis prepared by Compensia of market pay practices for positions similar to those of our NEOs and other key executives. The analysis was adjusted to take into account differences in the scope of our executive officers’ responsibilities compared to their counterparts in similar roles at comparable companies. This review was based on the same peer companies used in 2023, which guided pay decisions through October 2024. Companies included in the “Original Peer Group” listed in the table below, consist of technology sector companies with a focus on energy/alternative energy, as well as companies with complex products and manufacturing operations and a strong focus on research and development. 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 •headquartered in the United States, with particular consideration given to companies located in the San Francisco Bay Area.
Role of Competitive Market Data
| Original Peer Group (through October 2024) | | | | Advanced Energy Industries, Inc. | Infinera Corporation | Power Integrations, Inc. | | Ambarella, Inc. | Itron, Inc. | Stem, Inc. | | Enphase Energy, Inc. | Novanta Inc. | SunPower Corporation | | First Solar, Inc. | Onto Innovation Inc. | Sunrun Inc. | | FormFactor, Inc. | Ormat Technologies, Inc. | Synaptics Incorporated | | Generac Holdings Inc. | Plug Power Inc. | Ultra Clean Holdings, Inc. |
Role of Competitive Market Data
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Role of Competitive Market Data
In November 2024, the Compensation Committee, with the assistance of Meridian, reviewed and established a revised executive compensation peer group to support our AI data-center and large load time to power strategy using the following criteria: •companies in the alternative energy, AI-oriented semiconductors, AI facilitators, and data center infrastructure sectors; •companies with revenues and market capitalization generally ranging from 0.25x and 5x that of the Company; and •exceptions for direct talent-market competitors, relevant proxy-advisor peers and frequent “peers of peers.” The updated peer group established in November 2024 (our “Updated Peer Group”) is as follows:
Role of Competitive Market Data
| Updated Peer Group (since November 2024) | | | | AAON, Inc. | nVent Electric plc | Rivian Automotive, Inc. | | C3.ai, Inc. | ON Semiconductor Corporation | Skyworks Solutions, Inc. | | Enphase Energy, Inc. | Onto Innovation Inc. | Smartsheet Inc. | | First Solar, Inc. | Ormat Technologies, Inc. | Sunrun Inc. | | Generac Holdings, Inc. | Plug Power Inc. | Synaptics Inc. | | Lumentum Holdings, Inc. | Pure Storage, Inc. | Talen Energy Corporation | | Nextracker Inc. | Rambus Inc. | Trimble Inc. |
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 | Supports a “pay-for-performance” culture by motivating and rewarding our executives for achieving performance goals that contribute to our long-term success and create value for our stockholders | | Equity Awards | Success in achieving pre-established, long-term, corporate performance objectives designed to enhance sustainable stockholder value | Align executive goals and objectives with the interests of our stockholders and focus executives on our long-term financial performance. The associated vesting requirements also serve to promote retention |
ACI
ACI We provide our senior management team with short-term incentive compensation through our ACI plan. This plan holds executives accountable for their performance against our financial and operational goals, rewards them based on actual business results, and helps reinforce a pay-for-performance culture. Our ACI plan provides cash incentive award opportunities based on a quantitative assessment by the Compensation Committee of our overall performance, combined with a qualitative assessment by our CEO of each individual executive officer’s performance. The Compensation Committee assesses our performance against pre-established financial metrics during 2024 with plan funding measured on a scale of zero to 150% of target. In 2024, our executives were eligible for the following annual cash incentives at target performance levels:
ACI
| Name | Fiscal 2024 Base Salary Rate(1) | Bonus Target (% of Salary) | Bonus at Target | | KR Sridhar | $900,000 | 130% | $1,170,000 | | Daniel Berenbaum | $575,000 | 100% | $575,000 | | Gregory Cameron | $700,000 | 100% | $700,000 | | Satish Chitoori | $475,000 | 70% | $332,500 | | Aman Joshi(2) | $575,000 | 50% | $287,500 | | Shawn M. Soderberg | $550,000 | 70% | $385,000 | | (1)Base salaries rounded to the nearest thousand. (2)Mr. Joshi’s annual cash incentive for 2024 and 2025 is guaranteed at target in accordance with the terms of his offer letter (and pro-rated for his length of service in the year of hire), Mr. Joshi. is also eligible to receive an annual bonus under the executive sales incentive plan (“ESIP”) with a target amount of 50% of his annual base salary, and such amount is not guaranteed. | | | |
2024 ACI Financial Performance Targets
| | Weighting | (50% Payout) | | Target (100% Payout) | | Maximum (150% Payout) | | | Non-GAAP Operating Income | 50% | 1 | M$ | 100 | M$ | 140 | M$ | | Non-GAAP Operating Gross Margin | 50% | 23 | | 28 | | 30 | |
2024 ACI Results
| | Weighting | Target | | Actual | % Attainment | Payout Factor | | Non-GAAP Operating Income | 50% | 100 | M$ | $108M | 123.0% | 61.5% | | Non-GAAP Operating Gross Margin | 50% | 28 | | 29.0% | 125.0% | 62.5% | | Total Revenue Growth | | 11 percentage points added for 11% annual growth in Annual Total Revenue | | | | | | Total Bonus Funding | | | | | | 135% |
2024 ACI Results
| Name | ACI Payout (% of Target) | ACI ($) | | KR Sridhar | 135% | $1,579,500 | | Daniel Berenbaum(1) | 100% | $389,275 | | Gregory Cameron(1) | 100% | $250,000 | | Satish Chitoori | 150% | $498,750 | | Aman Joshi(2) | 150% | $427,500 | | Shawn M. Soderberg | 150% | $577,500 | | (1)The ACI payment for Messrs. Cameron and Berenbaum were pro-rated based on their months of service in 2024. (2)Mr. Joshi also received a bonus of $575,000 under the ESIP as a result of achieving 200% of his target | | |
Equity Compensation
Equity Compensation The Compensation Committee believes equity compensation is a primary tool to promote retention for executive officers as well as a performance driver. 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.
2024 Annual Equity Grants
2024 Annual Equity Grants In February 2024, after reviewing a competitive market analysis prepared by Compensia, the Compensation Committee determined regular annual equity grants for our NEOs. In addition, the Compensation Committee considered the input of our CEO regarding the individual performance and pay levels for each of his direct reports. Mr. Chitoori received a grant for 55,000 RSUs and 55,000 PSUs, and Ms. Soderberg received a grant for 75,000 RSUs and 75,000 PSUs. Dr. Sridhar did not receive a grant at this time because his regular annual grants were “front-loaded” in 2021 for a period that included his regular grant through 2024. Mr. Cameron did not receive a grant because he had previously provided notice of his intent to resign in March 2024. However, the Compensation Committee extended the exercise period of Mr. Cameron’s fully vested stock option to purchase 250,000 shares of the Company’s common stock (originally granted in April 2020) from 90 days to two years following his termination date. This extension was granted in exchange for his agreement to assist with the CFO transition. For the 2024 PSU grants, vesting is based on the Company’s performance over three years, measured by average total revenue growth (weighted 60%) and average non-GAAP gross margin (weighted 40%). These target PSUs fully vest at the end of the three-year period with individuals eligible to receive between 0-150% of their granted PSUs. To align with Bloom’s focus on long-term stockholder value creation and to provide our executive officers with the opportunity to benefit from potential future stock appreciation, the Compensation Committee approved a provision for the 2024 grants to allow the executives to convert either half or all of their PSUs into PSOs and their RSUs into stock options at a ratio of two (2) PSOs or stock options for each PSU or RSU converted. The original vesting schedule, performance metrics and performance targets remained unchanged following conversion. Mr. Chitoori and Ms. Soderberg each elected to convert all of their 2024 PSU grants into PSOs, resulting in grants of 110,000 and 150,000 PSOs, respectively. Neither executive elected to convert their RSUs into stock options. The RSUs vest 40% on the one-year anniversary of the vesting commencement date and the remaining shares vest in equal quarterly installments thereafter over the next two years.
2024 New Hire and Special Equity Grants
2024 New Hire and Special Equity Grants In March 2024, Mr. Joshi received a new-hire grant of 225,000 PSUs that will vest in four equal annual installments subject to the achievement of Total Revenue Growth goals and 150,000 RSUs that vest over four years, with 25% vesting on the one-year anniversary of the vesting commencement date and the remainder in quarterly installments, Similar to the election made by other NEOs for their annual equity grants, Mr. Joshi elected to convert these PSUs into 450,000 PSOs. In August 2024, Mr. Joshi received an additional special grant of 180,000 PSOs in recognition of his outstanding performance, which will vest in three equal annual installments subject to the achievement of certain booking, total revenue and non-GAAP gross margin goals. Mr. Joshi may earn shares between 0-150% of his PSOs. In May 2024, Mr. Berenbaum received a new-hire grant of 100,000 PSUs, which vests over three years in equal annual installments based on achieving Total Revenue Growth and non-GAAP Gross Margin goals weighted at 60% and 40%, respectively. Mr. Berenbaum may earn shares between 0-150% of his target PSUs. (For a reconciliation of GAAP to non-GAAP Gross Margin, please see Appendix A to this Proxy Statement.) Mr. Berenbaum’s May 2024 new-hire grant also included 200,000 RSUs that vest 25% on the one-year anniversary of the vesting commencement date and the remaining shares vest in equal quarterly installments thereafter over the next three years.
2024 CEO Equity Grants
2024 CEO Equity Grants Dr. Sridhar’s previous multi-year equity grant was awarded in May 2021. Timing of the 2021 Grant was shortly after the economy began to normalize post-Covid, when visibility was limited, and the energy industry was at a different state than today. Clean-tech and hydrogen were being promoted through policies such as the Inflation Reduction Act of 2022 and attainment of zero-carbon emissions was a primary goal across multiple stakeholders including governments, companies, and power providers. Our independent directors recognized that our strategic priorities had shifted significantly due to changes in the energy
2024 CEO Equity Grants
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2024 CEO Equity Grants
landscape since 2021. They also acknowledged that the value from Dr. Sridhar’s 2021 Grant did not reflect his impactful performance and had lost its retentive and incentive value. To address this, the Compensation Committee, in consultation with its independent compensation consultant Meridian, structured a replacement grant, which was approved by the independent directors in December 2024. Dr. Sridhar’s 2025 Equity Package and One-Time Grant are designed to support our long-term strategy, which focuses on AI data centers, large industrial loads, utilities and time to power. The grant also serves as retention and recognizes his industry-leading contributions since 2021, which have not been fairly rewarded to date. Regarding the One-Time Grant, the Board specifically acknowledged Dr. Sridhar’s leadership advancing our fuel cell platform, enabling our Energy Server and related applications to meet the growing power needs of data centers, large industrial facilities and utilities - including, Be Flexible, CHP application and CCUS capabilities. Under his leadership, Bloom has also expanded gross margins, achieved positive free cash flow from operations, and strengthened its balance sheet. As part of the 2025 Equity Package, Dr. Sridhar consented to the cancellation of 1,150,000 PSUs from the 2021 Grant - 1,000,000 of which would have vested based on future stock price performance through 2030 and 150,000 of which would have vested based on financial performance for 2025. This decision reflects Dr. Sridhar’s commitment to the Company's long term success and aligns with the Board's recognition of his continued leadership since the Company’s inception 24 years ago. Given his role in driving key advancements – including technical innovation, manufacturing and organizational scaling, and financial strength – the Board believes Dr. Sridhar’s retention remains critical as the Company enters the next phase of the global energy transition. Specific actions approved by the independent directors to effectuate Dr. Sridhar’s equity grants includes: •Updating the peer group to align with the Company’s current strategy, as outlined in the previous section Role of Competitive Market Data on page 70; •Replacing the 2021 Grant with a new three-year, front-loaded grant covering 2025 to 2027, structured as set forth on the following page; •Fulfilling obligations under the 2021 Grant through year-end 2024, while canceling the remainder. To comply with IRC Section 409A, outstanding RSUs continue to vest through May 2026, with 80,000 shares vesting annually. Additionally, PSUs based on 2022 to 2024 financial metrics remain eligible to be earned and vest (150,000 shares at target); and •Recognizing strategic accomplishments through 2024 with an additional One-Time Grant of 600,000 PSUs, 300,000 of which vested on grant, while the remaining 300,000 is eligible to be earned and vest upon certification that Dr. Sridhar has achieved specific objective criteria tied to strategic priorities by December 31, 2027. The maximum number of shares that can be earned under this One-Time Grant is 600,000.
2024 CEO Equity Grants
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2024 CEO Equity Grants
| Provision | Grant Structure | Rationale | | Form of Grant | 75% PSUs based on non-market based financial metrics and 25% RSUs based on service. | Stock options and PSUs with market-based performance metrics not cost effective due to high-price volatility mix of PSUs/RSUs balances performance risk, leverage, and retention. | | Earnout and Vesting Periods | Three-year cliff performance earnout determination/vesting for PSUs; three-year ratable (1/3rd annually) vesting for RSUs. | Three-years is standard market practice and supports critical period for strategy execution. | | Target Grant | 1,500,000 target PSUs + 500,000 RSUs front-loaded for 2025 to 2027, with no new regular grants intended until 2028 | Top quartile annualized target total compensation when added to existing target cash; top-of-market positioning considers incumbent’s historical performance and contributions. | | PSU Metrics | Equal weighting for Product Revenue Growth and non-GAAP Product Gross Margin with leverage up to 3x target. | Supports the strategy of capturing market share in global data center related product sales by optimizing time to power deployment; leverages pay delivery opportunities to align with the achievement of rigorous financial goals and absolute stockholder value growth. |
2024 CEO Equity Grants
We are not disclosing the specific performance goals in the PSUs or PSOs granted in 2024 due to potential competitive harm, but the Compensation Committee believes achievement of the goals are challenging and will require substantial performance. The combination of awards is set forth In the table below:
2024 CEO Equity Grants
| Name | RSUs Granted (#) | PSUs at Target (#) | PSOs at Target (#) | Total Value of Equity Granted ($) | | KR Sridhar | 500,000 | 2,100,000 | — | 42,394,800(1) | | Daniel Berenbaum | 200,000 | 100,000 | — | 3,600,000 | | Gregory Cameron(2) | — | — | — | 377,680 | | Satish Chitoori | 55,000 | — | 110,000 | 1,291,631 | | Aman Joshi | 150,000 | — | 630,000 | 6,179,249 | | Shawn M. Soderberg | 75,000 | — | 150,000 | 1,761,315 | | (1)Represents the incremental compensation expense under ASC 718 by taking the grant date fair value of the awards granted in December 2024 of $60,996,000 (which includes $35,190,000 related to the grant of 1.500,000 PSUs, $11,730,000 related to the grant of 500,000 RSUs, $14,076,000 related to the grant of 600,000 PSUs (300,000 of which vested on grant and, for purposes of SEC rules, are considered RSUs reported in the “All Other Stock Awards” column of the Grants of Plan Based Awards Table on page 83) minus the pre-modification expense of $18,601,200 related to the cancelled PSU awards from the 2021 Grant). (2)Mr. Cameron did not receive any equity grants in fiscal 2024. “Total Value of Equity Granted” is the incremental expense incurred when the Company extended the exercise period of a fully vested stock option to purchase 250,000 shares of Class A Common Stock originally granted in April 2020 from 90 days to two years following termination. | | | | |
2024 CEO Equity Grants
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2024 Payouts of Performance Equity
2024 Payouts of Performance Equity On February 18, 2025, the Compensation Committee determined the payouts for the first third of Mr. Berenbaum’s new-hire PSUs, the first quarter of Mr. Joshi’s new-hire PSOs, and the first third of Mr. Joshi’s PSOs granted in August 2024. The determinations made by the Compensation Committee are detailed in the chart below.
2024 Payouts of Performance Equity
| NEO | Date of Grant | Form of Award | Target Shares Based on 2024 Performance | Metric | Weighting | Threshold | Target | Maximum | Actual Result | Achievement % | Weighted Achievement | Number of Shares Earned | | Daniel Berenbaum | 5/6/2024 | PSU | 33,333 | Total Revenue Growth | 60% | 20% | 24% | 28% | 10.5% | — | 44.7% | 14,889 | | | | | | Non-GAAP Gross Margin % | 40% | 25% | 28% | 31% | 28.7% | 111.7% | | | | Aman Joshi | 3/1/2024 | PSO | 112,500 | Total Annual Revenue | 100% | $1,000M | $1,400M | $1,600M | $1,474M | 118.0% | 118.5% | 133,272 | | Aman Joshi | 8/29/2024 | PSO | 60,000 | Data Center Bookings | | 40MW | 60MW | 100MW | 100MW | 150% | 150% | 90,000 |
2024 Payouts of Performance Equity
On March 1, 2025, the Compensation Committee determined the payout for the remaining 150,000 PSUs of Dr. Sridhar’s Revenue/Gross Margin Award originally granted in May 2021. The remaining 1,150,000 PSUs awarded in May 2021 were cancelled in December 2024 in connection with Dr. Sridhar’s receipt of the 2025 Equity Package and One-Time Grant. For 2024, Dr. Sridhar was eligible to earn a target of 150,000 units pursuant to the Revenue/Gross Margin Award based on a formula that generates a number of points determined by comparing the sum of (i) our actual product and service revenue CAGR less our product and service revenue CAGR target (weighted 60%) and (ii) our actual non-GAAP gross margin less our non-GAAP gross margin target (weighted 40%) for each such year. Based on the number of points derived from this formula, Dr. Sridhar can earn between 0% to 300% of the target number of 150,000 units each year. Upon vesting, the Revenue/Gross Margin Award may be settled by issuing that number of shares of our Class A common stock that equal the number of units that have vested. The points derived from the formula are evaluated on the following scale:
2024 Payouts of Performance Equity
| Resulting Points | Percentage Payout | | +4% or above target | 300% | | 0% over/under target | 100% | | -4% below target | 50% | | More than 4% below target | 0% |
2024 Payouts of Performance Equity
Based on our actual performance, Dr. Sridhar earned 50% of the target number of Revenue/Gross Margin PSUs eligible to be earned based on our achievement through fiscal 2024, including 2-year revenue CAGR and 2024 gross margin achievement.
2024 Payouts of Performance Equity
| | Weighting | Target | Actual | Achievement | Weighted Achievement | | 2-Year Product and Service Revenue CAGR | 60% | 25% | 17.1% | -7.9% | -4.7% | | Fiscal Year 2024 Non-GAAP Gross Margin | 40% | 27% | 25.9% | 1.7% | 0.7% | | Total Achievement Factor | | | | | -4.0% | | Total Payout | | | | | 50% |
2024 Payouts of Performance Equity
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2024 Payouts of Performance Equity
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2025 Program Changes
2025 Program Changes At the February 2025 Compensation Committee meeting, the following changes were approved to align the 2025 program with market practice and support our current strategy. Meridian provided input and market data to inform the Compensation Committee’s decisions. Regarding ACI: •We increased the maximum earnout opportunity from 1.5x target to 2x target consistent with peers. •We replaced the non-GAAP operating gross margin metric with total revenue and kept non-GAAP operating income to prioritize short-term operating financial objectives and complement redefined PSU metrics described below. •We dropped the revenue “adder,” that was 1 percentage point for each percentage point of annual total revenue growth (not to exceed 1.5x total) in line with designating total revenue as a weighted metric. Regarding Equity Incentives: •We aligned the metrics for 2025-2027 PSUs with Dr. Sridhar’s 2025 Equity Package by replacing the average annual total revenue growth with average annual product revenue growth for long-term strategic relevance and non-GAAP gross margin with non-GAAP product gross margin. Maximum attainment was increased from 150% to 200%. •We dropped the election to convert PSUs to PSOs and RSUs to stock options both for simplicity and to equate grant values with GAAP-based disclosure and expense reporting. In addition, we raised the maximum annual individual 401(k) match from $5,000 to $7,000 consistent with peers.
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 interests of Bloom Energy and its stockholders. To support this, we have entered into Change in Control and Severance Agreements with certain executive officers, including each of our NEOs, to ensure their continued focus and commitment without distraction of potential company ownership changes. These agreements provide severance benefits for terminations both related and unrelated to a change of control, promoting leadership continuity and enabling us to attract and retain top senior executives. However, all of our NEOs remain 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 Potential Payments on Termination or Change in Control on page 87.
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, 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.
Equity Award Grant Practices
Equity Award Grant Practices Pursuant to our equity award grant practices, grants of equity awards to our employees, including our executive officers, are made during specified time periods, but do not limit the authority of the Compensation Committee under the 2018 Plan. The Compensation Committee generally reviews and approves annual equity awards for our NEOs and other eligible employees in February, near the start of our fiscal year. This timing allows the Compensation Committee to grant equity awards at the beginning of the performance cycle while considering results from the
Equity Award Grant Practices
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Equity Award Grant Practices
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Equity Award Grant Practices
previous cycle. The Compensation Committee may also grant equity awards at other times during the year for new hires, promotions, acquisitions or retention purposes. In accordance with our practice on equity grants and our 2018 Plan, the Compensation Committee has delegated limited authority to our CEO to approve grants to employees that are not designated officers pursuant to Section 16 of the Exchange Act (“Section 16 officers”). Such awards are granted on the 15th day (or the first trading day thereafter) of each month. The Compensation Committee or the Board must approve any equity awards to our Section 16 officers including the CEO. We do not backdate or retroactively grant equity awards. We generally schedule Board and Compensation Committee meetings at least a year in advance and, as noted above, generally make annual equity grants to our NEOs around the same time each year. We do not time our equity grants to coincide with earnings releases, major Company announcements, or market conditions, and do not consider material nonpublic information when determining the timing or terms of equity awards and do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Under our ESPP, equity grants are automatic on the 15th of February and the 15th of August each year.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table presents summary information regarding the total compensation earned by our CEO, CFO, our former CFO and the three additional most highly compensated executive officers serving as of the last day of the year (together, our NEOs) for service to us during 2024 and, to the extent required by SEC executive compensation disclosure rules, 2023 and 2022.
2024 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | KR Sridhar Founder, Chairman and Chief Executive Officer | 2024 | 876,923 | — | 42,394,800(5) | | 1,579,500 | 110,522(6) | 44,961,745 | | | 2023 | 813,846 | — | — | | 863,460 | 26,702 | 1,704,008 | | | 2022 | 761,654 | — | 1,000,014(7) | | 850,080 | 20,500 | 2,632,248 | | Daniel Berenbaum Chief Financial Officer | 2024 | 364,904 | 200,000(8) | 3,660,000 | | 389,275 | 155,000(9) | 4,769,179 | | Gregory Cameron former President and Chief Financial Officer | 2024 | 325,769 | — | | 377,680(10) | 250,000(11) | 8,870 | 962,319 | | | 2023 | 693,846 | — | 4,700,001 | | 567,000 | 26,702 | 5,987,549 | | | 2022 | 644,038 | — | 5,260,826(12) | | 598,000 | 21,392 | 6,524,256 | | Satish Chitoori Chief Operations Officer | 2024 | 457,693 | — | 499,400 | 792,231 | 498,750 | 25,141 | 2,273,215 | | Aman Joshi Chief Commercial Officer | 2024 | 544,039 | 200,000(13) | 1,362,000 | 4,917,249(14) | 1,002,500 | 37,423 | 8,063,211 | | Shawn M. Soderberg Chief Legal Officer and Corporate Secretary | 2024 | 539,904 | — | 681,000 | 1,080,315 | 577,500 | 20,207 | 2,898,926 | | | 2023 | 509,462 | — | 2,110,409 | | 292,005 | 11,744 | 2,923,620 | | | 2022 | 464,635 | — | 2,878,799(12) | | 259,440 | 10,500 | 3,613,374 |
2024 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 2024 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 2024, the grant date fair value assuming maximum performance is achieved is $119,646,000 for Dr. Sridhar and $1,830,000 for Mr. Berenbaum. (2)The amounts reported represent the aggregate grant date fair value of PSOs 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 2024 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. For the PSO awards granted in 2024, the grant date fair value assuming maximum performance is achieved is $1,188,347 for Mr. Chitoori, $7,375,874 for Mr. Joshi, and $1,620,473 for Ms. Soderberg. (3)All amounts paid pursuant to our non-equity incentive plan in the year earned. (4)Other Compensation in 2024 includes executive health memberships for the officers and their dependents and a $5,000 401(k) match per person other than Mr. Cameron. (5)Represents the incremental compensation expense under ASC 718 in relation to the cancellation of the PSU awards from the 2021 Grant, which was considered a modification for accounting purposes. (6)Consists of $53,057 of home security and home office expenses, $35,483 for an executive health membership, $15,000 for airline and hotel memberships, and $6,982 of spousal airline travel in connection with Dr. Sridhar’s business travel. (7)Dr. 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% of which was awarded in January 2022 in the form of RSUs with one-year cliff vesting. (8)Mr. Berenbaum received a $200,000 signing bonus when he joined the Company in April 2024. (9)Includes $150,000 relocation bonus Mr. Berenbaum received when he joined the Company in April 2024. (10)Represents the incremental expense incurred when the Company extended the exercise period of a fully vested stock option to purchase 250,000 shares of Class A Common Stock originally granted in April 2020 from 90 days to two years following termination. (11)Mr. Cameron received a payment of $250,000 as payout of his 2024 ACI award. (12)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, and $479,239 (24,253 shares) for Ms. Soderberg. See Modification of Fiscal 2021 PSU Awards in the Compensation Discussion and Analysis section of the Company’s 2023 Proxy Statement on page 65. (13)Mr. Joshi received a $200,000 signing bonus when he joined the Company in January 2024. (14)Includes an award of 180,000 PSOs valued at $1,676,304 granted to Mr. Joshi on August 29, 2024 in recognition of his significant contribution to the Company, the receipt of which vest ratably over a three-year period subject to achieving certain specified goals.
2024 Summary Compensation Table
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2024 Summary Compensation Table
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2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table presents, for each of our NEOs, information regarding 2024 annual cash incentive compensation and equity awards granted during 2024.
2024 Grants of Plan-Based Awards Table
| | Grant Type(1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | KR Sridhar | ACI | — | 585,000 | 1,170,000 | 1,755,000 | | | | | | | | | RSU | 12/18/2024 | | | | | | | 500,000 | | 104,000 | | | PSU | 12/18/2024 | | | | 750,000 | 1,500,000 | 4,500,000 | | | 35,190,000 | | | PSU | 12/18/2024 | | | | | 300,000 | | | | 63,000 | | | PSU | 12/18/2024 | | | | | | | 300,000 | | 7,038,000(3) | | Daniel Berenbaum | ACI | — | 287,500 | 575,000 | 862,500 | | | | | | | | | RSU | 5/6/2024 | | | | | | | 200,000 | | 2,440,000 | | | PSU | 5/6/2024 | | | | 50,000 | 100,000 | 150,000 | | | 1,220,000 | | Gregory Cameron | ACI | — | 350,000 | 700,000 | 1,050,000 | | | | | | | | | SO | | | | | | | | | | 377,680 (4) | | Satish Chitoori | ACI | — | 166,250 | 332,500 | 498,750 | | | | | | | | | RSU | 3/1/2024 | | | | | | | 55,000 | | 499,400 | | | PSO | 3/1/2024 | | | | 55,000 | 110,000 | 165,000 | | 9.08 | 792,231 | | Aman Joshi | ACI | — | 143,750 | 287,500 | 431,250 | | | | | | | | | ESIP | — | 215,625 | 287,500 | 575,000 | | | | | | | | | RSU | 3/1/2024 | | | | | | | 150,000 | | 1,362,000 | | | PSO | 3/1/2024 | | | | 225,000 | 450,000 | 675,000 | | 9.08 | 3,240,945 | | | PSO | 8/29/2024 | | | | 90,000 | 180,000 | 270,000 | | 11.90 | 1,676,304 | | Shawn Soderberg | ACI | — | 192,500 | 385,000 | 577,500 | | | | | | | | | RSU | 3/1/2024 | | | | | | | 75,000 | | 681,000 | | | PSO | 3/1/2024 | | | | 75,000 | 150,000 | 225,000 | | 9.08 | 1,080,315 |
2024 Grants of Plan-Based Awards Table
(1)ACI is annual cash incentive; ESIP is executive sales incentive plan; RSU is restricted stock unit; PSU is performance stock unit; PSO is performance stock option; and SO is a stock option. (2)The amounts reported represent the aggregate grant date fair value of RSUs, PSUs and PSOs granted to our NEOs, as computed in accordance with ASC 718 as well as the incremental compensation expense under ASC 718 for awards that were modified during the fiscal year. See Notes 2 and 9 of the notes to our consolidated financial statements contained in the 2024 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards as well as footnotes 4 and 9 to the 2024 Summary Compensation Table above with respect to the incremental accounting expense. For Dr. Sridhar’s awards, amounts represent the incremental accounting expense for this portion of the award in relation to the cancellation of the PSU awards from the 2021 Grant, which was considered a modification for accounting purposes. We used the simplified method of allocating incremental stock-based compensation expense. (3)The Company considers this award a PSU that immediately vested at target on the date of grant but SEC rules require that we report this award as a stock award. (4)Represents the incremental expense incurred when the Company extended the exercise period of a fully vested stock option to purchase 250,000 shares of Class A Common Stock originally granted in April 2020 from 90 days to two years following termination.
2024 Grants of Plan-Based Awards Table
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2024 Grants of Plan-Based Awards Table
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2024 Outstanding Equity Awards at Fiscal Year-End
2024 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, 2024.
2024 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 (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market or Payout Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | 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(3) | | | | | | 160,000 | 3,553,600 | | | | | 5/12/2021(4) | | | | | | | | 150,000 | 3,331,500 | | | 12/18/2024(5) | | | | | | 500,000 | 11,105,000 | | | | | 12/18/2024(6) | | | | | | | | 1,500,000 | 33,315,000 | | | 12/18/2024(7) | | | | | | | | 300,000 | 6,663,000 | | Daniel Berenbaum | 5/6/2024(8) | | | | | | 200,000 | 4,442,000 | | | | | 5/6/2024(9) | | | | | | | | 100,000 | 2,221,000 | | Gregory Cameron | 4/14/2020 | 100,000 | — | | 7.30 | 5/15/2026 | | | | | | Satish Chitoori | 10/15/2019 | 32,500 | — | | 2.97 | 10/15/2029 | | | | | | | 3/15/2022(10) | | | | | | 2,084 | 46,286 | | | | | 3/16/2023(10) | | | | | | 4,167 | 92,549 | | | | | 3/16/2023(11) | | | | | | | | 10,000 | 222,100 | | | 3/1/2024(12) | | | 110,000 | 9.08 | 3/1/2034 | | | | | | | 3/1/2024(13) | | | | | | 55,000 | 1,221,550 | | | | Aman Joshi | 3/1/2024(14) | | | 450,000 | 9.08 | 3/1/2034 | | | | | | | 3/1/2024(8) | | | | | | 150,000 | 3,331,500 | | | | | 8/29/2024(15) | | | 180,000 | 11.90 | 8/29/2034 | | | | | | Shawn M. Soderberg | 1/14/2016 | 106,666 | — | | 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 | | | | | | | 1/14/2022(10) | | | | | | 4,118 | 91,461 | | | | | 1/14/2022(16) | | | | | | 10,981 | 243,888 | | | | | 2/15/2023(10) | | | | | | 14,751 | 327,620 | | | | | 2/15/2023(11) | | | | | | | | 45,700 | 1,014,997 | | | 3/1/2024(12) | | | 150,000 | 9.08 | 3/1/2034 | | | | | | | 3/1/2024(13) | | | | | | 75,000 | 1,665,750 | | |
2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
(1)All the outstanding equity awards described in the footnotes below are granted under the 2012 Equity Incentive Plan (“2012 Plan”) or the 2018 Plan. (2)Represents the fair market value of the shares underlying the RSUs and PSUs as of December 31, 2024, based on the closing price of our Class A common stock on the last trading day of fiscal 2024, which was $22.21. (3)These RSUs vested one-fifth on the one-year anniversary of the vesting commencement date 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. (4)These PSUs were earned based on the achievement of certain financial targets related to product and service revenue and non-GAAP gross margin for fiscal year 2024. The performance criteria as determined by the Compensation Committee on March 5, 2025 were achieved, which resulted in an overall payout of 0.5 times the target. (5)These RSUs vest in three equal annual installments subject to the employee remaining a service provider on each applicable vesting date. (6)These PSUs are reported at target and eligible to vest based on achievement of product revenue growth and adjusted product gross margin goals over a three-year period, each weighted equally at 50%. Dr. Sridhar is eligible to receive up to 300% of the target PSUs. (7)These PSUs will vest following the Compensation Committee’s certification that Dr. Sridhar has achieved specific, objective criteria tied to specific strategic priorities prior to December 31, 2027. The maximum amount of shares Dr. Sridhar can earn is 300,000. (8)These RSUs vest 25% on the one-year anniversary of the vesting commencement date and the remaining shares vest in equal quarterly installments thereafter over the next three years subject to the employee remaining a service provider on each applicable vesting date. (9)These PSUs are reported at target and eligible to vest ratably over three years, subject to achievement of certain financial performance criteria during the performance period and the employee remaining a service provider on each applicable vesting date. The performance criteria established by the Compensation Committee is based on achievement of revenue growth and non-GAAP gross margin. The first portion of these PSUs were earned as determined by the Compensation Committee on February 18, 2025, resulting in an overall payout of 44.7% of the target for the first 33% of the award. (10)These RSUs vested one-third on the one-year anniversary of the vesting commencement date, 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 are reported at target and cliff vest on the three-year anniversary of the vesting commencement date. The performance criteria established by the Compensation Committee is relative revenue CAGR and non-GAAP gross margin. (12)These PSOs are reported at target and cliff vest on the three-year anniversary of the vesting commencement date subject to achievement of certain financial performance criteria during the performance period and the employee remaining a service provider on the vesting date, The performance criteria established by the Compensation Committee is average total revenue growth rate and average non-GAAP gross margin. (13)These RSUs vest 40% on the one-year anniversary of the vesting commencement date 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 PSOs are reported at target and vest ratably over a four-year period subject to achievement of certain annual financial performance criteria during the performance period and the employee remaining a service provider on each applicable vesting date, The performance criteria established by the Compensation Committee is revenue growth and the first portion of these PSOs were earned as determined by the Compensation Committee on February 18, 2025, resulting in an overall payout of 118.5% of the target for the first 25% of the award. (15)These PSOs are reported at target and vest ratably over a three year period subject to achievement of certain annual financial performance criteria during the performance period and the employee remaining a service provider on each applicable vesting date, The performance criteria established by the Compensation Committee relates to bookings for 2024 and revenue growth and non-GAAP gross margin for 2025 and 2026. The first portion of these PSOs were earned as determined by the Compensation Committee on February 18, 2025, resulting in an overall payout of 1.5 times the target for the first 33% of the award. (16)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.
2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Option Exercises and Stock Vested Table
2024 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 2024.
2024 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(3) | — | — | 481,445 | 8,870,181 | | Daniel Berenbaum | — | — | — | — | | Gregory Cameron(4) | 100,000 | 2,220,038 | 64,588 | 767,873 | | Satish Chitoori | — | — | 57,433 | 660,590 | | Aman Joshi | — | — | — | — | | Shawn M. Soderberg | — | — | 79,594 | 931,788 | | (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 300,000 of these shares acquired on vesting by Dr. Sridhar in December 2024, with a total value of $7,038,000, was deferred under the Company’s Deferred Compensation Plan. See the 2024 Non-Qualified Deferred Compensation Table below. (4)Settlement of these shares acquired on vesting by Mr. Cameron in 2024, with a total value of $965,957, was deferred under the Company’s Deferred Compensation Plan. See the 2024 Non-Qualified Deferred Compensation Table below. | | | | |
2024 Non-Qualified Deferred Compensation Table
2024 Non-Qualified Deferred Compensation Table In January 2021, we established the Deferred Compensation Plan for certain executives, which group includes each of our NEOs. We do not make matching contributions under the Deferred Compensation Plan. The following table shows the contributions and earnings during fiscal 2024, and account balances as of December 31, 2024, for participating NEOs under the Deferred Compensation Plan.
2024 Non-Qualified Deferred Compensation Table
| Name | Plan | Executive Contributions in Last Fiscal Year ($)(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 | 7,038,000(4) | — | (375,000) | — | 6,663,000 | | Daniel Berenbaum | Deferred Compensation Plan | — | — | — | — | — | | Gregory Cameron | Deferred Compensation Plan | 965,957 | — | 2,660,320 | — | 7,139,338 | | Satish Chitoori | Deferred Compensation Plan | — | — | — | — | — | | Aman Joshi | Deferred Compensation Plan | — | — | — | — | — | | Shawn M. Soderberg | Deferred Compensation Plan | — | — | — | — | — |
2024 Non-Qualified Deferred Compensation Table
(1)Executive contribution amounts reflect the value of deferred stock awards on the vesting date of those awards. (2)Amounts in this column are not included in the 2024 Summary Compensation Table as 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, 2024. 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 Awards” column of the 2024 Summary Compensation Table and in the “All Other Stock Awards” column in the 2024 Grants of Plan-Based Awards Table on pages 82 and 83, respectively. (4)This amount is included in the “Stock Awards” column in the 2024 Summary Compensation Table on page 82.
2024 Non-Qualified Deferred Compensation Table
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2024 Non-Qualified Deferred Compensation Table
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2024 Non-Qualified Deferred Compensation Table
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.
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.
Potential Payments on Termination or Change in Control
Potential Payments on Termination or Change in Control
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.
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, non-cancelled 2021 PSUs remain outstanding and eligible to vest for 12 months; 2024 PSUs remain outstanding and eligible to vest for the performance period. | 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 | | | | Non-cancelled 2021 PSUs: Shares will vest depending on the price per share paid in change of control; 2024 PSUs remain outstanding and eligible to vest for the performance period. | PSUs: Applicable performance goals shall be deemed achieved at target unless specified in the applicable award agreement |
Overview of Potential Payments
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Overview of Potential Payments
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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.
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, 2024, in the event of a Qualifying Termination or CIC Qualifying Termination. Potential payments are calculated assuming a December 31, 2024 Qualifying Termination date and, where applicable, using the closing price of our Class A common stock of $22.21 on December 31, 2024, 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 $22.21 and (ii) subtracting the exercise price for the unvested stock options. Amounts actually received if any of the specified events occur will vary based on factors such as the timing during the year of any such event, our stock price and any changes to our benefit arrangements and policies.
Calculation of Potential Payments
| | | Potential Payments in Connection With: | | | Name | Type of Benefit | Qualifying Termination ($) | CIC Qualifying Termination ($) | | KR Sridhar(1) | Cash Severance | 2,040,100 | 4,080,200 | | | Vesting Acceleration(2) | 5,478,474 | 12,881,800 | | | Continued Coverage of Employee Benefits | 37,441 | 74,883 | | | Total Benefits | 7,556,015 | 17,036,883 | | Daniel Berenbaum | Cash Severance | 575,000 | 1,410,000 | | | Vesting Acceleration | — | 6,663,000 | | | Continued Coverage of Employee Benefits | 37,441 | 56,162 | | | Total Benefits | 612,441 | 8,129,162 | | Greg Cameron(3) | Total Benefits | — | — | | Satish Chitoori | Cash Severance | 475,000 | 1,193,400 | | | Vesting Acceleration | — | 5,650,985 | | | Continued Coverage of Employee Benefits | 2,844 | 4,266 | | | Total Benefits | 477,844 | 6,848,651 |
Calculation of Potential Payments
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Calculation of Potential Payments
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Calculation of Potential Payments
| | | Potential Payments in Connection With: | | | Name | Type of Benefit | Qualifying Termination ($) | CIC Qualifying Termination ($) | | Aman Joshi(4) | Cash Severance | 575,000 | 1,725,000 | | | Vesting Acceleration | — | 11,095,800 | | | Continued Coverage of Employee Benefits | 37,441 | 56,162 | | | Total Benefits | 612,441 | 12,876,962 | | Shawn M. Soderberg | Cash Severance | 550,000 | 1,392,000 | | | Vesting Acceleration | — | 7,196,857 | | | Continued Coverage of Employee Benefits | 14,029 | 21,043 | | | Total Benefits | 564,029 | 8,609,900 | | (1)The NEOs do not receive any specific severance payments on death or disability. However, Dr. Sridhar’s equity awards may provide for a payout upon his death or disability. In the event of Dr. Sridhar’s termination of employment due to death or disability, the remaining unvested units subject to his RSU awards will vest in full and the unvested units subject to his Revenue/Gross Margin Award, and the PSU awards granted in December 2024 will remain outstanding and eligible to vest subject to their normal terms for 18 months (for the Revenue/Gross Margin Award) and the performance period (for the PSU awards granted in December 2024), each subject to the achievement of the applicable performance goals. Based on our closing price on December 31, 2024, this would have resulted in a potential payment of $12,881,800. (2)The CIC Qualifying Termination does not include i) the potential payout of the Revenue/Gross Margin Award that would vest in a Corporate Transaction if the stock price exceeded a specified threshold because the closing price on December 31, 2024 was below this threshold or ii) the PSU awards granted in December 2024 that are not triggered by a CIC Qualifying Termination, but would remain outstanding and eligible to vest for the performance period. (3)Mr. Cameron resigned from the Company in May 2024. He received a payment of $250,000 as payout of his 2024 ACI award and an extension of the period to exercise his vested stock options from 90 days to two years from the date of termination. (4)In addition to the amounts listed in the table, if Mr. Joshi is terminated for any reason other than for Cause within the first 24 months of employment, he will be entitled to a payment of $1.5 million. | | | |
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 Dr. Sridhar, who served as our CEO in 2024, and the annual total compensation of the median employee, excluding our CEO. As of November 30, 2024, we employed 2,107 people in 11 countries, inclusive of officers, executives, full-time, part-time and hourly employees. We selected November 30, 2024 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 50 employees based in nine non-U.S. countries from our analysis under the de minimis exemption, which allows us to exclude up to 5% of our total non-US employees. This exemption was applied when identifying the median employee, resulting in the exclusion of employees from the following countries: South Korea (29), Taiwan (5), China (4), Italy (4), Japan (3), Germany (2), Switzerland (1), France (1), and Singapore (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, 2024 to December 31, 2024 for all active employees as of November 30, 2024. This included annual base compensation, actual corporate bonus, and commissions paid to employees in 2024. We annualized the compensation of all permanent full-time and part-time employees. We believe that this measure reflects the annual compensation of our employees. Cost of living adjustments were not made. For 2024, we identified the median employee to be a full-time employee in the U.S. paid in U.S. Dollars whose total earnings were $82,028. Dr. Sridhar’s annual total compensation for 2024, as reported in the 2024 Summary Compensation Table, was $44,961,745. Based on this information, for 2024, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was estimated to be 548 to 1.
Pay Ratio Disclosure
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Pay Ratio Disclosure
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Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis of this Proxy Statement.
Pay Versus Performance Table
| | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income(7) ($000s) | Product and Service Revenue(8) ($000s) | | Year | | | | | Total Stockholder Return(5) ($) | Peer Group Total Stockholder Return(6) ($) | | | | 2024 | 44,961,745 | 39,968,710 | 3,755,269 | 6,588,509 | 297.13 | 141.58 | (29,227) | 1,298,695 | | 2023 | 1,704,008 | (2,904,929) | 2,781,556 | (394,261) | 198.13 | 174.51 | (302,116) | 1,158,300 | | 2022 | 2,632,248 | (1,564,752) | 4,924,026 | 4,429,158 | 255.96 | 193.70 | (301,408) | 1,031,618 | | 2021 | 34,210,000 | 45,039,705 | 5,309,245 | 4,000,340 | 293.57 | 277.30 | (164,445) | 807,696 | | 2020 | 6,848,915 | 49,829,957 | 1,996,900 | 9,054,716 | 383.67 | 284.83 | (157,553) | 628,266 |
Pay Versus Performance Table
(1)The dollar amounts reported are the amounts of total compensation for our PEO, KR Sridhar, for each of 2024, 2023, 2022, 2021, and 2020. (2)The dollar amounts reported represent the amount of “Compensation Actually Paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
Pay Versus Performance Table
| Year | Reported Summary Compensation Table Total for PEO ($) | Deduct Reported Value of Equity Awards(a) ($) | Add (or Deduct) Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2024 | 44,961,745 | (42,394,800) | 37,401,765 | 39,968,710 |
Pay Versus Performance Table
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the 2024 Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Table
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Fiscal Year ($) | 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 ($) | Total Equity Award Adjustments ($) | | 2024 | 51,083,000 | (1,739,842) | 7,038,000 | (4,529,356) | (14,450,036) | 0 | 37,401,765 |
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 2024, Messrs. Cameron, Berenbaum, Chitoori, and Berenbaum and Ms. Soderberg, (ii) for 2023, Messrs. Cameron, Brooks, and Griffiths and Mses. Moore and Soderberg; (iii) for 2022, Messrs. Cameron and Griffiths, Mses. Moore and Soderberg; (iv) for 2021, Messrs. Cameron, Griffiths, Brooks, and Venkataraman; and (v) 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
Pay Versus Performance Table
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Pay Versus Performance Table
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:
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) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,755,269 | (2,673,975) | 5,507,214 | 6,588,509 |
Pay Versus Performance Table
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
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 ($) | | 2024 | 5,780,496 | 143,757 | — | (174,362) | (242,677) | — | 5,507,214 |
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.
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 the Compensation Discussion and Analysis in this Proxy Statement and in our 2021, 2022, 2023. and 2024 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, 2023, and 2024 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.
Analysis of the Information Presented in the Pay Versus Performance Table
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Analysis of the Information Presented in the Pay Versus Performance Table
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Analysis of the Information Presented in the Pay Versus Performance Table
| Audit Matters |
Analysis of the Information Presented in the Pay Versus Performance Table
| Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm |
Analysis of the Information Presented in the Pay Versus Performance Table
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, 2025.
Analysis of the Information Presented in the Pay Versus Performance Table
| | The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Deloitte & Touche as our independent auditor for 2025. |
Directors and Executive Officers
Directors and Executive Officers
Directors and Executive Officers
| | Class A Common Stock | | | Beneficial Owner | Shares | % | | Michael J. Boskin | 76,406 | * | | Barbara Burger | — | — | | Mary K. Bush(1) | 143,291 | * | | John T. Chambers(2) | 404,812 | * | | Jeffrey Immelt(3) | 159,709 | * | | Gary Pinkus(4) | — | — | | Cynthia (CJ) Warner(5) | — | — | | Eddy Zervigon(6) | 36,000 | * | | KR Sridhar(7) | 6,156,478 | 2.7 | | Daniel Berenbaum | — | — | | Gregory Cameron(8) | 100,000 | * | | Satish Chatoori(9) | 175,842 | * | | Aman Joshi(10) | 216,801 | * | | Shawn M. Soderberg(11) | 909,540 | * | | All Current Executive Officers and Directors as a Group (13 persons)(12) | 8,280,290 | 3.6 |
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, 2025. Ms. Bush also has a right to 50,804 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 JC2 Investments LLC of which Mr. Chambers is the managing member. Mr. Chambers also has a right to 30,991 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (3)Mr. Immelt also has a right to 59,375 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (4)Mr. Pinkus also has a right to 3,080 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (5)Ms. Warner also has a right to 21,014 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (6)Includes (i) 6,000 shares of Class A common stock held in Mr. Zervigon’s IRA. Mr. Zervigon also has a right to 61,161 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (7)Includes (i) 1,971,337 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2025, (ii) 150,000 Class A performance stock units that vest within 60 days of February 28, 2025, (iii) 503,052 shares of Class A common stock held by trusts for which Dr. Sridhar is the trustee, (iv) 800,000 shares of Class A common stock held by GRATs for which Dr. Sridhar is the trustee, and (v) 584,448 shares of Class A common stock held by trusts for the benefit of Dr. Sridhar's children sharing his household. By virtue of the relationship Dr. Sridhar has with each Trust above in this footnote, Dr. Sridhar is deemed to have voting and dispositive power of the shares held by each trust. Dr. Sridhar also has a right to 300,000 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (8)Includes 100,000 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2025. Mr. Cameron also has a right to 262,983 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (9)Includes (i) 32,500 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2025, and (ii) 2,917 Class A restricted stock units that vest within 60 days of February 28, 2025. (10)Includes 193,272 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2025. (11)Includes 378,752 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2025. (12)Includes (i) 2,625,861 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2025, (ii) 2,917 Class A restricted stock units that vest within 60 days of February 28, 2025, and (iii) 150,000 Class A performance stock units that vest within 60 days of February 28, 2025.