FuelCell Energy Reports Director/Officer Changes and Compensatory Arrangements

TL;DR

FCEL filed an 8-K detailing director/officer changes and compensation as of Dec 30, 2024.

AI Summary

FuelCell Energy, Inc. filed an 8-K on January 6, 2025, reporting events as of December 30, 2024. The filing primarily concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes information on other events and financial statements/exhibits.

Why It Matters

Changes in a company's board of directors and executive officers, along with details on their compensation, can signal shifts in strategy, governance, or financial health.

Risk Assessment

Risk Level: medium — Changes in key personnel and compensation can indicate internal shifts that may impact future performance.

Key Players & Entities

• FUELCELL ENERGY, INC. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• 3 Great Pasture Road, Danbury, Connecticut 06810 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share FCEL The Nasdaq
• $1,158,300 M — President and Chief Executive Officer $1,158,300 Michael S. Bishop Executive Vice Preside
• $450,000 — Chief Financial Officer and Treasurer $450,000 Joshua Dolger Executive Vice Presiden
• $247,500 M — neral Counsel and Corporate Secretary $247,500 Michael J. Lisowski Executive Vice Presi
• $220,000 M — Vice President, Strategic Partnerships $220,000 Mark Feasel Executive Vice President and
• $220,000 — President and Chief Commercial Officer $220,000 The number of time-vesting restricted
• $400,000 — t provides for an annual base salary of $400,000 and a target annual bonus for fiscal ye

Filing Documents

• fcel-20241230x8k.htm (8-K) — 62KB
• fcel-20241230xex10d1.htm (EX-10.1) — 37KB
• fcel-20241230xex10d2.htm (EX-10.2) — 37KB
• fcel-20241230xex10d2001.jpg (GRAPHIC) — 11KB
• 0001558370-25-000037.txt ( ) — 293KB
• fcel-20241230.xsd (EX-101.SCH) — 3KB
• fcel-20241230_lab.xml (EX-101.LAB) — 18KB
• fcel-20241230_pre.xml (EX-101.PRE) — 11KB
• fcel-20241230x8k_htm.xml (XML) — 5KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) 2025 Long Term Incentive Plan Awards On and effective as of December 30, 2024, the Compensation and Leadership Development Committee (the "Compensation Committee") of the Board of Directors (the "Board") of FuelCell Energy, Inc. (the "Company") approved the specific components of, and the payout calibration for, certain awards to be made under the Company's Long Term Incentive Plan (the "LTI Plan") for fiscal year 2025. The LTI Plan is a sub-plan consisting of awards made under the Company's 2018 Omnibus Incentive Plan, as amended and restated (the "Omnibus Incentive Plan"). The participants in the LTI Plan include the Company's named executive officers identified in the table below (the "NEOs"). The Compensation Committee also approved grants to the NEOs other than the Chief Executive Officer of the Company (the "CEO"), and the independent members of the Board approved a grant to the CEO, in each case under the LTI Plan for fiscal year 2025 (collectively, the "FY 2025 LTI Grants"), consisting of two award components: (1) relative total shareholder return ("TSR") performance shares (50% of the target long-term incentive award value) and (2) time-vesting restricted stock units (50% of the target long-term incentive award value). The TSR performance shares granted in fiscal year 2025 will be earned over the three-year performance period ending on October 31, 2027, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance measure for the relative TSR performance shares is the TSR of the Company relative to the TSR of the Russell 2000 from October 31, 2024 through October 31, 2027, with the award calibration being 100% plus or minus 0.5x the difference between the Company's TSR and the Russell 2000 Index composite TSR. The

01. Other Events

Item 8.01. Other Events. On and effective as of January 1, 2025, the Board appointed Shankar Achanta to serve as the Company's Executive Vice President, Chief Product and Technology Officer. Mr. Achanta previously served as the Company's Senior Vice President, Chief Engineer since April 2024. In connection with Mr. Achanta's appointment as the Company's Executive Vice President, Chief Product and Technology Officer, the Company entered into an employment agreement with Mr. Achanta on and effective as of January 1, 2025 (the "Employment Agreement"). The Employment Agreement provides for an annual base salary of $400,000 and a target annual bonus for fiscal year 2025 equal to 60% of Mr. Achanta's annual base salary, as determined and approved by the Board or a committee of the Board. Mr. Achanta will also be entitled to participate in the Company's long-term incentive compensation program under the Omnibus Incentive Plan, with the terms and conditions of any awards granted to Mr. Achanta being in the sole discretion of the Board or a committee thereof. In the event that the Company terminates the employment of Mr. Achanta without cause (as defined in the Employment Agreement) or Mr. Achanta terminates his employment for good reason (as defined in the Employment Agreement), Mr. Achanta will be entitled to receive a severance payment in an amount equal to six months of his annual base salary at the date of termination plus payment by the Company of his COBRA premiums for up to six months, provided that he elects continuation of coverage under COBRA and he is not eligible for health coverage under another employer's plan. In the event that Mr. Achanta's employment is terminated in connection with a change in control (as defined in the Employment Agreement) by the Company for any reason other than cause or by Mr. Achanta for good reason, Mr. Achanta will be entitled to receive a severance payment in an amount equal to one year of his annual base salary as of the date

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1 Form of FuelCell Energy, Inc. 2018 Omnibus Incentive Plan Performance Share Award Agreement – Contingent Cash Settlement (Relative TSR). 10.2 Employment Agreement, dated and effective as of January 1, 2025, between FuelCell Energy, Inc. and Shankar Achanta. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FUELCELL ENERGY, INC. Date: January 6, 2025 By: /s/ Michael S. Bishop Michael S. Bishop Executive Vice President, Chief Financial Officer, and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR