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Time and Date:
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Thursday, April 8, 2021 at 10:00 a.m. (EDT)
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Virtual Meeting Address:
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www.virtualshareholdermeeting.com/FCEL2021
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Board & Management
Recommendation |
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Page Reference
(for more detail) |
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1.
To elect five directors to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified
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FOR each
Director Nominee
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2.
To ratify the selection of KPMG LLP as FuelCell Energy, Inc.’s independent registered public accounting firm for the fiscal year ending October 31, 2021
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FOR
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3.
To approve, on a non-binding advisory basis, the compensation of FuelCell Energy, Inc.’s
named executive officers as set forth in the “Executive Compensation” section of the accompanying Proxy Statement
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FOR
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4.
To approve the amendment of the FuelCell Energy, Inc. Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of FuelCell Energy, Inc. from 337,500,000 shares to 500,000,000 shares (the “Increase Authorized Shares Proposal”)
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FOR
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5.
To approve the amendment and restatement of the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan, as amended and restated
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FOR
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Name
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Age
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Director
Since |
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Primary Occupation
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James H. England*†
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2008
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| | Chief Executive Officer of Stahlman-England Irrigation, Inc. | |
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Jason Few
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| | 54 | | |
2018
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President, Chief Executive Officer and Chief Commercial Officer of FuelCell Energy, Inc.
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Chris Groobey*
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| | 55 | | |
2019
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| | Former Partner, Wilson Sonsini Goodrich & Rosati | |
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Matthew F. Hilzinger*
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| | 58 | | |
2015
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| | Former Executive Vice President and Chief Financial Officer of USG Corporation | |
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Natica von Althann*
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| | 70 | | |
2015
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| | Former Financial Executive at Bank of America and Citigroup | |
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JAMES H. ENGLAND
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Age 74
Director
since: 2008
INDEPENDENT
Chairman of the
Board of Directors since 2018 |
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BIOGRAPHY:
Mr. England is a Corporate Director and has been the CEO of Stahlman-England Irrigation, Inc. since 2000. Prior to that, Mr. England spent 4 years as Chairman, President and CEO of Sweet Ripe Drinks, Ltd., a fruit beverage company. Prior to that, he spent 18 years at John Labatt Ltd. and served as that company’s CFO from 1990-1993, during which time John Labatt Ltd. was a public company with a market capitalization of over $5 billion. Mr. England started his career with Arthur Andersen & Co. in Toronto after serving in the Canadian infantry. Mr. England is a director of Enbridge Inc., and is a past member of the board of directors of John Labatt, Ltd., Canada Malting Co., Ltd., and the St. Clair Paint and Wallpaper Corporation.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Board and Executive Level Leadership
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Broad International Exposure
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High Level of Financial Expertise
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Extensive Energy Industry Experience
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Extensive Knowledge of the Company
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PRINCIPAL OCCUPATION:
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Chief Executive Officer of Stahlman-England Irrigation Inc.
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JASON FEW
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Age 54
Director
since: 2018 |
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BIOGRAPHY:
Mr. Few was appointed President and Chief Executive Officer in August 2019 and Chief Commercial Officer in September 2019. Prior to joining FuelCell Energy, Mr. Few served as the President of Sustayn Analytics LLC, a cloud-based software waste and recycling optimization company, since 2018, and as the Founder and Senior Managing Partner of BJF Partners, LLC, a privately held strategic consulting firm, since 2016. Mr. Few has over 30 years of experience increasing enterprise value for Global Fortune 500 and privately held technology, telecommunication, and energy firms. Mr. Few has overseen transformational opportunities across the technology and industrial energy sectors, including with Continuum Energy, an energy products and services company, where Mr. Few served as President and Chief Executive Officer from 2013 to 2016, NRG Energy, Inc., an integrated energy company, where he served in various roles including Executive Vice President and Chief Customer Officer from 2009 to 2012, Reliant Energy, a retail electricity provider, where he was President from 2009 to 2012, and Smart Energy, a retail electricity provider, where he was Senior Vice President from 2008 to 2009. Mr. Few also has served as a Senior Advisor to Verve Industrial Protection, an industrial cybersecurity software company, since 2016. Mr. Few was elected to the board of Marathon Oil (NYSE: MRO) effective April 1, 2019, and is a member of Marathon Oil’s Audit and Finance and Corporate Governance and Nominating Committees. Mr. Few is active in his community serving on the board of Memorial Hermann Hospital and formerly the American Heart Association. He earned a bachelor’s degree in computer systems in business from Ohio University. He received an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management.
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SKILLS AND QUALIFICATIONS INCLUDE:
■
Board and Executive Level Leadership
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Broad Understanding of Advanced Technologies
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Extensive Energy Industry Experience
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Experience with Global Publicly Traded Companies
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Risk Management / Oversight
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PRINCIPAL OCCUPATION:
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President, Chief Executive Officer & Chief Commercial Officer
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CHRIS GROOBEY
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Age 55
Director
since: 2019
INDEPENDENT
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BIOGRAPHY:
Mr. Groobey joined the Board of the Company following a twenty-year career as a leading lawyer in the renewable energy industry. He was most recently a partner from 2009-2015 at the technology-focused law firm Wilson Sonsini Goodrich & Rosati and previously was a partner with the international law firm Baker & McKenzie from 2004-2009. He also practiced with the law firms Chadbourne & Parke from 1995-1999 and from 2001-2004 and Perkins Coie from 1991-1995. During Mr. Groobey’s legal career, he represented established and emerging renewable energy and energy technology companies, and the institutions that finance them, in transactions around the globe. He led numerous first-of-a-kind and deal-of-the-year transactions and was regularly selected as a leading lawyer in national and global publications. Mr. Groobey brings to the board extensive experience in corporate law and finance, project development and finance, and the development and commercialization of new energy technologies. He earned his Juris Doctor from the University of Chicago Law School and a Bachelor of Arts from Hampshire College.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Executive Leadership
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Financial Expertise
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Energy Project Finance and Structuring Experience
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Extensive Energy Industry Experience
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Experience with Global Transactions
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High Level of Legal Experience
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PRINCIPAL OCCUPATION:
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Former Partner at Wilson Sonsini, Goodrich & Rosati
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MATTHEW F. HILZINGER
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Age 58
Director
since: 2015
INDEPENDENT
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BIOGRAPHY:
Mr. Hilzinger was the Executive Vice President and Chief Financial Officer of USG Corporation, an international building products company, from 2012-2019. In that position, he oversaw all financial activities as well as strategic planning. From March 2002 to 2012, Mr. Hilzinger was with Exelon Corporation, where he served as Chief Financial Officer from 2008 to 2012 responsible for finance and risk management, and as Corporate Controller from 2002 to 2008. Prior to joining Exelon, Mr. Hilzinger was Chief Financial Officer at Credit Acceptance Corporation in 2001. From 1997 to 2001, Mr. Hilzinger was at Kmart Corporation, where he last served as Vice President, Corporate Controller. From 1990 to 1997, Mr. Hilzinger was at Handleman Company, where he last served as Vice President, International Operations. Mr. Hilzinger started his career at Arthur Andersen & Co. from 1985 to 1990. Mr. Hilzinger is a graduate of the University of Michigan, with a BBA in accounting.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Executive Leadership
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High Level of Financial Expertise
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Extensive Energy Industry Experience
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Experience with Global Publicly Traded Companies
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Risk Management / Oversight
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PRINCIPAL OCCUPATION:
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Former Executive Vice President and Chief Financial Officer of USG Corporation
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NATICA VON ALTHANN
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Age 70
Director
since: 2015
INDEPENDENT
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BIOGRAPHY:
Ms. von Althann has served as a Director of PPL Corporation, one of the largest investor-owned utilities in the U.S. with approximately 18,000 megawatts of power generation, since December 1, 2009 and as a Director of TD Bank US Holding Company and its two bank subsidiaries, TD Bank, N.A. and TD Bank USA, N.A., since 2009. She was a founding partner of C&A Advisors, a consulting firm for financial services and risk management from 2009 to 2013, following her retirement in 2008 as the Senior Credit Risk Management Executive for Bank of America and Chief Credit Officer of U.S. Trust, an investment management company owned by Bank of America. Previously, she spent 26 years with Citigroup in various leadership roles, including Division Executive — Latin America for the Citigroup Private Bank, Managing Director and Global Retail Industry Head, and Managing Director and co-head of the U.S. Telecommunications — Technology group for Citicorp Securities.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Board and Executive Level Leadership Experience
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High Level of Banking and Financial Expertise
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Broad International Exposure
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Risk Management / Oversight
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Exposure to Energy and Utility Sectors
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Strong Focus on Strategy Development and Implementation
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PRINCIPAL OCCUPATION:
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Former Financial Executive at Bank of America and Citigroup
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Position
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Ownership Guideline
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| President and Chief Executive Officer | | | The lesser of three times base salary or at least 300,000 shares | |
| All Other Section 16 Executive Officers | | | The lesser of one times base salary or at least 60,000 shares | |
| Non-Employee Independent Directors | | | The lesser of three times the annual cash retainer or at least 30,000 shares | |
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Director
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Audit and
Finance |
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Compensation
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Executive
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Nominating
and Corporate Governance |
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James H. England (Chairman of the Board)
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Jason Few
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Chris Groobey
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Matthew F. Hilzinger
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Natica von Althann
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Audit and Finance Committee
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■
Current Members: Matthew F. Hilzinger, James H. England, Chris Groobey and Natica von Althann
Current Chair: Matthew F. Hilzinger
Our Committee structure changed on November 20, 2019 with the appointment of Mr. Groobey to the Board. The members of the Audit and Finance Committee in fiscal year 2020 were James H. England, Matthew F. Hilzinger, Natica von Althann and Chris Groobey (from the date of his appointment on November 20, 2019). Mr. Hilzinger was Chair of the Audit and Finance Committee throughout fiscal year 2020.
Each of the Audit and Finance Committee members satisfies the definition of independent director and is financially literate under the applicable Nasdaq and SEC rules (including those specifically applicable to audit committee members). In accordance with Section 407 of the Sarbanes-Oxley Act of 2002, the Board has designated Mr. Hilzinger and Mr. England as the Audit and Finance Committee’s “Audit Committee Financial Experts.”
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The Audit and Finance Committee represents and provides assistance to the Board with respect to matters involving the accounting, auditing, financial reporting, internal controls, and legal compliance functions of the Company and its subsidiaries, including assisting the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications, independence, and performance of the Company’s independent auditors, the performance of the Company’s service firm used to assist management in its assessment of internal controls, and effectiveness of the Company’s financial risk management. The Audit and Finance Committee routinely holds executive sessions with the Company’s independent registered public accounting firm without the presence of management.
Responsibilities of the Audit and Finance Committee include:
■
Overseeing management’s conduct of the Company’s financial reporting process, including reviewing the financial reports and other financial information provided by the Company, and reviewing the Company’s systems of internal accounting and financial controls;
■
Overseeing the Company’s independent auditors’ qualifications and independence and the audit and non-audit services provided to the Company;
■
Overseeing the performance of the Company’s independent auditors as well as parties engaged to assist the Company with its assessment of internal controls;
■
Reviewing potential financing proposals and referring them to the Board as necessary; and
■
Overseeing the Company’s analysis and mitigation strategies for enterprise risk (reporting any findings to the Board as necessary).
The Audit and Finance Committee held 9 meetings during fiscal year 2020. The complete Audit and Finance Committee charter can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. The Audit and Finance Committee’s report appears on page 50 of this Proxy Statement.
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Compensation Committee
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■
Current Members: Matthew F. Hilzinger, Chris Groobey and Natica von Althann
Current Chair: Matthew F. Hilzinger
Our Committee structure changed on November 20, 2019 with the appointment of Chris Groobey as a Director. The members of the Compensation Committee in fiscal year 2020 were Matthew F. Hilzinger, Natica von Althann and Chris Groobey (from the date of his appointment on November 20, 2019). Mr. Hilzinger served as Chair of the Compensation Committee throughout fiscal year 2020.
Each of the current Compensation Committee members is an independent Director under applicable Nasdaq and SEC rules (including the rules applicable to compensation committee members), and the Compensation Committee is governed by a Board-approved charter stating its responsibilities. Members of the Compensation Committee are appointed by the Board.
The Compensation Committee is responsible for reviewing and approving the compensation plans, policies and programs of the Company to compensate the officers and Directors in a reasonable and cost-effective manner.
The Compensation Committee’s overall objectives are to ensure the attraction and retention of superior talent, to motivate the performance of the executive officers in the achievement of the Company’s business objectives and to align the interests of the officers and Directors with the long-term interests of the Company’s stockholders. To that end, it is the responsibility of the Compensation Committee to develop, approve and periodically review a general compensation policy and salary structure for executive officers of the Company, which considers business and financial objectives, industry and market pay practices and/or such other information as may be deemed appropriate.
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Responsibilities of the Compensation Committee include:
■
Reviewing and recommending for approval by the independent Directors of the Board the compensation (salary, bonus and other
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incentive compensation) of the Chief Executive Officer of the Company;
■
Reviewing and approving the compensation (salary, bonus and other incentive compensation) of the other executive officers of the Company;
■
Reviewing and approving milestones and strategic initiatives relevant to the compensation of executive officers of the Company and evaluating performance in light of those goals and objectives;
■
Reviewing and approving all employment, retention and severance agreements for executive officers of the Company; and
■
Reviewing the management succession program for the Chief Executive Officer, the named executive officers and other selected executives of the Company.
The Compensation Committee acts on behalf of the Board in administering compensation plans approved by the Board in a manner consistent with the terms of such plans (including, as applicable, the granting of stock options, restricted stock, stock units and other awards, the review of performance goals established before the start of the relevant plan year, and the determination of performance compared to the goals at the end of the plan year). The Committee reviews and makes recommendations to the Board with respect to new compensation incentive plans and equity-based plans; reviews and recommends the compensation (annual retainer, committee fees and other compensation) of the Directors to the full Board for approval; and reviews and makes recommendations to the Board on changes in major benefit programs of the Company. Compensation Committee agendas are established in consultation with the Committee chair. The Compensation Committee meets in executive session at each Committee meeting.
The Compensation Committee held 13 meetings during fiscal year 2020. The complete Compensation Committee charter can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. The Compensation Committee’s report appears on page 24 of this Proxy Statement.
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Executive Committee
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■
Current Members: Jason Few, James H. England, Matthew F. Hilzinger, Chris Groobey and Natica von Althann
Current Chair: Jason Few
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During the intervals between Board meetings, the Executive Committee has and may exercise all the powers of the Board in the management of the business and affairs of the Company, in such manner as the Committee deems in the best interests of the Company, in all cases in which specific instructions have not been given by the Board. Mr. England, Mr. Hilzinger, Mr. Groobey and Ms. von Althann are independent directors under applicable Nasdaq rules. The current members of the Executive Committee were also members of the Executive Committee in fiscal year 2020, including Mr. Groobey, who joined the Committee upon his appointment to the Board on November 20, 2019.
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The Executive Committee held 9 meetings during fiscal year 2020.
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Nominating and Corporate Governance Committee
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■
Current Members: Natica von Althann, Matthew F. Hilzinger, James H. England and Chris Groobey
Current Chair: Natica von Althann
Our Committee structure changed on November 20, 2019 with the appointment of Chris Groobey as a Director. The members of the Nominating and Corporate Governance Committee in fiscal year 2020 were Matthew F. Hilzinger, James H. England, Natica von Althann and Chris Groobey (from the date of his appointment on November 20, 2019). Ms. von Althann was Chair of the Nominating and Corporate Governance Committee throughout fiscal year 2020.
Each of the current members of the Nominating and Corporate Governance Committee is an independent director under applicable Nasdaq rules. Members of the Nominating and Corporate Governance Committee are appointed by the Board.
Responsibilities of the Nominating and Corporate Governance Committee include:
■
Identifying individuals qualified to become members of the Board and recommending the persons to be nominated by the Board for election as Directors at the annual meeting of stockholders or elected as Directors to fill vacancies;
■
Reviewing the Company’s corporate governance principles, assessing and recommending to the Board any changes deemed appropriate;
■
Periodically reviewing, discussing and assessing the performance of the Board and the committees of the Board;
■
Reviewing the Board’s committee structure and making recommendations to the full Board concerning the number and responsibilities of Board committees and committee assignments; and
■
Periodically reviewing and reporting to the Board any questions of possible conflicts of interest or related party transactions involving Board members or members of senior management of the Company.
The Nominating and Corporate Governance Committee will consider nominees for the Board recommended by stockholders. Nominations by stockholders must be in writing, and must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years, and a representation that the nominating stockholder is
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a beneficial or record owner of the Company’s common stock.
Any such submission must also be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as Director if elected. All recommendations for nomination received by the Corporate Secretary that satisfy our amended and restated by-law requirements relating to such Director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our amended and restated by-laws. Nominations must be delivered to the Nominating and Corporate Governance Committee at the following address:
Nominating and Corporate Governance Committee
FuelCell Energy, Inc.
Office of the Corporate Secretary 3 Great Pasture Road Danbury, CT 06810
The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for Director to the Board for election (without regard to whether a nominee has been recommended by stockholders). In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all Director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or experience, ability to work collegially with the other members of the Board and ability to satisfy any applicable legal requirements or listing standards. The Nominating and Corporate Governance Committee is committed to actively seeking highly qualified individuals, and requires a diverse candidate pool, including individuals of diverse gender and ethnicity, from which Board nominees are selected. In identifying prospective Director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as Directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering Director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent Directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.
In connection with its annual recommendation of a slate of Director nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those Directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.
The Nominating and Corporate Governance Committee held 5 meetings during fiscal year 2020. The complete Nominating and Corporate Governance Committee charter, which includes the general criteria for nomination as a Director, can be found in the Corporate Governance subsection of the section entitled “Investors” on our website at www.fuelcellenergy.com.
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MICHAEL S. BISHOP
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Age 53
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| |
Mr. Bishop was appointed Executive Vice President in June 2019 and has served as the Company’s Chief Financial Officer and Treasurer since June 2011. Mr. Bishop previously served as Senior Vice President of the Company from June 2011 to June 2019. He has more than 20 years of experience in financial operations and management with public high growth technology companies with a focus on capital raising, project finance, debt/treasury management, investor relations, strategic planning, internal controls, and organizational development. Since joining the Company in 2003, Mr. Bishop has held a succession of financial leadership roles, including Assistant Controller, Corporate Controller and Vice President and Controller. Prior to joining FuelCell Energy, Mr. Bishop held finance and accounting positions at TranSwitch Corporation, Cyberian Outpost, Inc. and United Technologies, Inc. He is a certified public accountant and began his professional career at McGladrey and Pullen, LLP (now RSM US LLP). Mr. Bishop also served four years in the United States Marine Corps.
Mr. Bishop received a Bachelor of Science in Accounting from Boston University and a MBA from the University of Connecticut.
|
|
| | | |
PRINCIPAL OCCUPATION:
■
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
JENNIFER D. ARASIMOWICZ
|
| |||
|
Age 49
|
| |
Ms. Arasimowicz was appointed Chief Administrative Officer in September 2019 and has served as Executive Vice President since June 2019, and General Counsel and Corporate Secretary since April 2017. In her current position (and in her prior positions), Ms. Arasimowicz, a licensed attorney in Connecticut, New York and Massachusetts, is (and was) the chief legal officer, chief administrative officer, and chief compliance officer of the Company, having responsibility for oversight of all of the Company’s legal, administrative and government affairs, and providing leadership in all aspects of the Company’s business, including compliance, corporate governance and board activities. Ms. Arasimowicz joined the Company in 2012 as Associate Counsel and was promoted to Vice President in 2014 and Senior Vice President in 2016. Ms. Arasimowicz also previously served as Interim President from June 2019 to August 2019 and as Chief Commercial Officer from June 2019 to September 2019. Prior to joining the Company, Ms. Arasimowicz served as General Counsel of Total Energy Corporation, a New York based diversified energy products and services company providing a broad range of specialized services to utilities and industrial companies. Previously, Ms. Arasimowicz was a partner at Shipman & Goodwin, LLP in Hartford, Connecticut, chairing the Utility Law Practice Group and began her legal career as an associate at Murtha Cullina, LLP.
Ms. Arasimowicz earned her Juris Doctor at Boston University School of Law and holds a bachelor’s degree in English from Boston University.
|
|
| | | |
PRINCIPAL OCCUPATION:
■
Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary
|
|
|
MICHAEL J. LISOWSKI
|
| |||
|
Age 51
|
| |
Mr. Lisowski was appointed Executive Vice President and Chief Operating Officer in June 2019. Mr. Lisowski has served as the Company’s Vice President of Global Operations since 2018, and, from 2001 to 2018, held various other positions within the Company, including Vice President of Supply Chain from 2010 to 2018. Mr. Lisowski is a senior global operations leader with 28 years of progressive operations experience in technology-driven businesses. In his position as the Company’s Chief Operating Officer (and in his prior position as the Company’s Vice President of Global Operations), Mr. Lisowksi is (and was) responsible for the Supply Chain, Manufacturing, Quality, Project Management, Environmental Health and Safety, and Plant Engineering functions of the Company. Additionally, Mr. Lisowski and his team are responsible for the development and qualification of strategic suppliers for critical direct materials, as well as procurement of capital equipment in support of operations.
Mr. Lisowski earned his Bachelor’s Degree in Communications and Business Administration at Western New England University and a Master’s Degree in Management, Global Supply Chain Integrations from Rensselaer Polytechnic Institute.
|
|
| | | |
PRINCIPAL OCCUPATION:
■
Executive Vice President and Chief Operating Officer
|
|
|
ANTHONY J. LEO
|
| |||
|
Age 63
|
| |
Mr. Leo was appointed Executive Vice President and Chief Technology Officer in June 2019 and, prior to that, served as Vice President of Applications and Advanced Technologies since 2014. From 1978 to 2014, Mr. Leo has held various other positions with the Company, including Vice President of Application Engineering and Advanced Technology Development, Vice President of Applications and OEM Engineering, and Vice President of Product Engineering. Mr. Leo has held key leadership roles in the Company’s research, development, and commercialization of stationary fuel cell power plants for more than 30 years. In his current position and in his position as the Company’s Vice President of Applications and Advanced Technologies, Mr. Leo is and has been responsible for Applications and Advanced Technology Development. In Mr. Leo’s other positions with the Company, he has been responsible for managing advanced research and development of rechargeable batteries and fuel cells, managing the first large-scale demonstration stationary fuel cell project, and establishing the Product Engineering Group.
Mr. Leo earned his Bachelor of Science Degree in Chemical Engineering from Rensselaer Polytechnic Institute and has served on the U.S. Department of Energy Hydrogen and Fuel Cell Technical Advisory Committee.
|
|
| | | |
PRINCIPAL OCCUPATION:
■
Executive Vice President and Chief Technology Officer
|
|
TABLE OF CONTENTS
|
| ||||||
| | | | 24 | | | |
| | | | 24 | | | |
| | | | 36 | | | |
| | | | 37 | | | |
| | | | 38 | | | |
| | | | 39 | | |
|
JASON FEW
|
| |
President, Chief Executive Officer and Chief Commercial Officer (the “CEO”)
|
|
|
MICHAEL S. BISHOP
|
| |
Executive Vice President, Chief Financial Officer and Treasurer (the “CFO”)
|
|
|
JENNIFER D. ARASIMOWICZ
|
| |
Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary (the “GC”)
|
|
|
MICHAEL J. LISOWSKI
|
| |
Executive Vice President and Chief Operating Officer (the “COO”)
|
|
|
ANTHONY J. LEO
|
| |
Executive Vice President and Chief Technology Officer (the “CTO”)
|
|
| | | |
Compensation Component
|
| |
Purpose
|
|
|
FIXED
|
| |
Base Salary
Paid in cash
|
| |
√ Provide a competitive fixed rate of pay relative to similar positions in the market.
|
|
| | | | | | |
√ Enable the Company to attract and retain critical executive talent.
|
|
|
AT RISK
|
| |
Annual or Short-Term Incentives
Paid — to the extent that performance goals are achieved — annually in cash under the Management Incentive Plan (MIP)
|
| |
√ Focus executive officers on achieving progressively challenging short-term performance goals that align with the Company’s annual operating plan and result in long-term value creation.
|
|
|
AT RISK
|
| |
Long-Term Incentives
Paid — to the extent vesting criteria are met — under the Long-Term Incentive (LTI) Plan in equity
|
| |
√ Historically, when long-term incentive equity awards were granted, they were granted as time-based restricted stock awards or restricted stock units.
√ In fiscal year 2020, the Compensation Committee with the assistance of its independent compensation consultant, implemented a new Long-Term Incentive Plan with a balanced mix of performance-based restricted stock units and time-based restricted stock units that focus our executive officers on longer-term relative and absolute performance goals that strongly align with and drive stockholder value creation, as well as support the Company’s leadership retention strategy.
|
|
|
American Superconductor
|
| |
Orion Energy Systems
|
|
|
Amyris
|
| |
Park Electrochemical
|
|
|
Ballard Power Systems
|
| |
Plug Power
|
|
|
Broadwind Energy
|
| |
Thermon Group Holdings
|
|
|
Capstone Turbine
|
| |
Ultralife
|
|
|
CECO Environmental
|
| |
Vicor
|
|
|
Clean Energy Fuels
|
| |
Vishay Precision Group
|
|
|
Digi International
|
| |
Westport Fuel Systems
|
|
|
EMCORE
|
| | | |
| | | |
Base Salaries
|
| |||||||||||||||||||||
|
Name
|
| |
2019 Base
($) |
| |
2020 Base
($) |
| |
Increase
($) |
| |
Increase
% |
| ||||||||||||
|
Mr. Few
|
| | | | 475,000 | | | | | | 475,000 | | | | | | 0 | | | | | | 0 | | |
|
Mr. Bishop
|
| | | | 385,000 | | | | | | 385,000 | | | | | | 0 | | | | | | 0 | | |
|
Ms. Arasimowicz
|
| | | | 365,000 | | | | | | 365,000 | | | | | | 0 | | | | | | 0 | | |
|
Mr. Lisowski
|
| | | | 325,000 | | | | | | 325,000 | | | | | | 0 | | | | | | 0 | | |
|
Mr. Leo
|
| | | | 275,000 | | | | | | 275,000 | | | | | | 0 | | | | | | 0 | | |
| | | |
Category
|
| |
Target Achievement
|
| ||||||||||||||||||||||||
|
Milestone
|
| |
Weighting
|
| |
125%
|
| |
100%
|
| |
75%
|
| |
50%
|
| |||||||||||||||
|
Achieve FY Revenue Target
|
| | | | 20% | | | | | $ | 107M | | | | | $ | 82M | | | | | $ | 75M | | | | | $ | 70M | | |
|
Secure New Orders
|
| | | | 25% | | | | | | 45MW | | | | | | 20MW | | | | | | 15MW | | | | | | 10MW | | |
|
Achieve Gross Margin Targets
|
| | | | 20% | | | | | | 18% | | | | | | 14% | | | | | | 12% | | | | | | 10% | | |
|
Operating Expenses
|
| | | | 20% | | | | | $ | 32.9M | | | | | $ | 34.4M | | | | | $ | 35.4M | | | | | $ | 36.4M | | |
|
New Generation MW Fleet Performance Improved
|
| | | | 15% | | | | | | 92% | | | | | | 91% | | | | | | 90% | | | | | | 88% | | |
|
Initiative
|
| |
Weight
|
| |||
|
Strategic Partners/Investors/Business Plan
|
| | | | 20% | | |
| Secure tax equity and permanent financing investment partners | | | | | | | |
| Restructure company to support project financing | | | | | | | |
|
U.S. and State Policy Advancement
|
| | | | 20% | | |
|
Endeavor to ensure the Company is included in renewable standards/programs or the equivalent in targeted markets and in Federal
policy/procurements |
| | | | | | |
| Participate in no less than three policy formation activities in the Company’s target markets | | | | | | | |
|
Grow Advanced Technology Business
|
| | | | 20% | | |
| Successful execution of Year One Objectives Under the Joint Development Agreement with ExxonMobil Research and Engineering Company | | | | | | | |
| Develop and launch multi-year business plan for distributed hydrogen commercialization | | | | | | | |
| Secure investor for distributed hydrogen commercialization | | | | | | | |
| Execute on Department of Energy projects to develop hydrogen storage technology and electrolysis | | | | | | | |
|
Commercial Development
|
| | | | 20% | | |
| Build on utility scale power purchase agreement (“PPA”) backlog | | | | | | | |
| Develop microgrid opportunities | | | | | | | |
| Close one project in Europe | | | | | | | |
| Capitalize on 2019 behind the meter programs in Massachusetts and New Jersey | | | | | | | |
|
Initiative
|
| |
Weight
|
| |||
| Close behind the fence opportunities in the U.S. | | | | | | | |
| Develop multi-channel partners to distribute Company power platforms | | | | | | | |
| Establish a customer satisfaction measurement process | | | | | | | |
|
Operations
|
| | | | 20% | | |
| Achieve supply chain cost reductions | | | | | | | |
| Deliver manufacturing lean targets | | | | | | | |
| Deliver in-flight projects on time and on budget | | | | | | | |
| | | |
Category
|
| |
Target Achievement
|
| |
Company
Forecasted(1) Achievement |
| |
Percentage of
Target Achievement |
| ||||||||||||||||||||||||||||||
|
Milestone
|
| |
Weighting
|
| |
125%
|
| |
100%
|
| |
75%
|
| |
50%
|
| | | | | | | | | | | | | |||||||||||||||
| Achieve FY Revenue Target | | | | | 20% | | | | | $ | 82M | | | | | $ | 57M | | | | | $ | 50M | | | | | $ | 45M | | | | | $ | 70.9M | | | | | | 115% | | |
| Secure New Orders | | | | | 40% | | | | | | 41MW | | | | | | 31MW | | | | | | 16MW | | | | | | 6MW | | | | | | 11.2MW | | | | | | 65% | | |
| Achieve Gross Margin Targets | | | | | 20% | | | | | | 5% | | | | | | 10% | | | | | | 5% | | | | | | -4% | | | | | | -6.0% | | | | | | 0% | | |
| Operating Expenses | | | | | 10% | | | | | $ | 32.9M | | | | | $ | 34.4M | | | | | $ | 35.4M | | | | | $ | 36.4M | | | | | $ | 31.4M | | | | | | 125% | | |
| New Generation MW Fleet Performance Improved | | | | | 10% | | | | | | 92% | | | | | | 91% | | | | | | 90% | | | | | | 88% | | | | | | 78% | | | | | | 0% | | |
|
Aggregate
|
| | | | 100% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 62% | | |
|
Initiative
|
| |
Weight
|
| |
Company
Forecasted(1) Achievement |
| |
Percentage of Achievement
|
| |||||||||
|
Strategic Partners/Investors/Business Plan
|
| | | | 20% | | | | | | | | | | | | | | |
| Secure tax equity and permanent financing investment partners | | | | | | | | | | | Y | | | | | | 100% | | |
|
U.S. and State Policy Advancement
|
| | | | 20% | | | | | | | | | | | | | | |
| Participate in no less than three policy formation activities in the Company’s target markets | | | | | | | | | | | Y | | | | | | 100% | | |
|
Grow Advanced Technology Business
|
| | | | 20% | | | | | | | | | | | | | | |
| Successful execution of Year One Objectives Under the Joint Development Agreement with ExxonMobil Research and Engineering Company | | | | | | | | | | | Y | | | | | | 100% | | |
|
Execute on Department of Energy projects to develop hydrogen storage technology and
electrolysis |
| | | | | | | | | | Y | | | | | | 100% | | |
|
Commercial Development
|
| | | | 20% | | | | | | | | | | | | | | |
|
Build on utility scale PPA backlog
|
| | | | | | | | | | Y | | | | | | 100% | | |
|
Close behind the fence opportunities in the U.S.
|
| | | | | | | | | | N | | | | | | 0% | | |
|
Operations
|
| | | | 20% | | | | | | | | | | | | | | |
|
Deliver in-flight projects on time and on budget
|
| | | | | | | | | | Y | | | | | | 100% | | |
|
Aggregate
|
| | | | 100% | | | | | | | | | | | | 90% | | |
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||
|
Jason Few
President, Chief Executive Officer and Chief Commercial Officer |
| |
2020
|
| | | | 475,000 | | | | | | — | | | | | | 2,688,193 | | | | | | 427,500 | | | | | | 204,832(4) | | | | | | 3,795,525 | | |
|
2019
|
| | | | 91,346 | | | | | | 500,000 | | | | | | 165,000 | | | | | | 68,475 | | | | | | 58,348 | | | | | | 883,169 | | | |||
|
Michael S. Bishop
Executive Vice President, Chief Financial Officer and Treasurer |
| |
2020
|
| | | | 385,000 | | | | | | — | | | | | | 416,596 | | | | | | 192,500 | | | | | | 4,875 | | | | | | 998,971 | | |
|
2019
|
| | | | 368,173 | | | | | | 50,000 | | | | | | — | | | | | | 146,250 | | | | | | 4,750 | | | | | | 569,173 | | | |||
|
2018
|
| | | | 333,402 | | | | | | — | | | | | | 478,000 | | | | | | — | | | | | | 10,076 | | | | | | 821,478 | | | |||
|
Jennifer D. Arasimowicz
Executive Vice President General Counsel, Chief Administrative Officer and Corporate Secretary |
| |
2020
|
| | | | 365,000 | | | | | | — | | | | | | 391,596 | | | | | | 182,500 | | | | | | 4,285 | | | | | | 943,381 | | |
|
2019
|
| | | | 347,404 | | | | | | 50,000 | | | | | | — | | | | | | 141,250 | | | | | | 4,179 | | | | | | 542,833 | | | |||
|
2018
|
| | | | 309,231 | | | | | | — | | | | | | 478,000 | | | | | | — | | | | | | 7,433 | | | | | | 794,664 | | | |||
|
Michael J. Lisowski
Executive Vice President and Chief Operating Officer |
| |
2020
|
| | | | 325,000 | | | | | | — | | | | | | 366,602 | | | | | | 162,500 | | | | | | 3,250 | | | | | | 857,352 | | |
|
2019
|
| | | | 264,693 | | | | | | 30,000 | | | | | | — | | | | | | 126,250 | | | | | | 2,622 | | | | | | 423,565 | | | |||
|
Anthony J. Leo
Executive Vice President and Chief Technology Officer |
| |
2020
|
| | | | 275,000 | | | | | | — | | | | | | 183,300 | | | | | | 137,500 | | | | | | 3,437 | | | | | | 599,237 | | |
|
2019
|
| | | | 262,154 | | | | | | 30,000 | | | | | | — | | | | | | 108,750 | | | | | | 3,277 | | | | | | 404,181 | | |
| | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards; Number of Shares of Stock or Units |
| |
Grant
Date Fair Value of Stock Awards($)(1) |
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Award Type
|
| |
Grant Date
|
| |
Threshold ($)
|
| |
Target ($)
|
| |
Maximum($)
|
| |
Threshold
Number of Shares |
| |
Target
Number of Shares |
| |
Maximum
Number of Shares |
| ||||||||||||||||||||||||||||||
|
Jason Few
|
| |
Relative TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 37,446 | | | | | | 74,892 | | | | | | 149,784 | | | | | | | | | | | | 200,000 | | |
|
Absolute TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 37,446 | | | | | | 74,892 | | | | | | 149,784 | | | | | | | | | | | | 200,000 | | | |||
|
Time-Based RSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 37,446 | | | | | | 100,000 | | | |||
|
MIP
|
| | | | | | | N/A | | | | | | 427,500 | | | | | | 427,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Michael S.
Bishop |
| |
Relative TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 18,723 | | | | | | 37,446 | | | | | | 74,892 | | | | | | | | | | | | 100,000 | | |
|
Absolute TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 18,723 | | | | | | 37,446 | | | | | | 74,892 | | | | | | | | | | | | 100,000 | | | |||
|
Time-Based RSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,723 | | | | | | 50,000 | | | |||
|
MIP
|
| | | | | | | N/A | | | | | | 192,500 | | | | | | 192,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Jennifer D.
Arasimowicz |
| |
Relative TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 17,600 | | | | | | 35,199 | | | | | | 70,398 | | | | | | | | | | | | 94,000 | | |
|
Absolute TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 17,600 | | | | | | 35,199 | | | | | | 70,398 | | | | | | | | | | | | 94,000 | | | |||
|
Time-Based RSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,600 | | | | | | 47,000 | | | |||
|
MIP
|
| | | | | | | N/A | | | | | | 182,500 | | | | | | 182,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Michael J.
Lisowski |
| |
Relative TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 16,296 | | | | | | 32,952 | | | | | | 65,184 | | | | | | | | | | | | 87,999 | | |
|
Absolute TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 16,296 | | | | | | 32,952 | | | | | | 65,184 | | | | | | | | | | | | 87,999 | | | |||
|
Time-Based RSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,477 | | | | | | 44,002 | | | |||
|
MIP
|
| | | | | | | N/A | | | | | | 162,500 | | | | | | 162,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Anthony J. Leo
|
| |
Relative TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 8,238 | | | | | | 16,476 | | | | | | 32,952 | | | | | | | | | | | | 44,000 | | |
|
Absolute TSR PSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | 8,238 | | | | | | 16,476 | | | | | | 32,952 | | | | | | | | | | | | 44,000 | | | |||
|
Time-Based RSUs
|
| |
08/24/2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,238 | | | | | | 22,000 | | | |||
|
MIP
|
| | | | | | | N/A | | | | | | 137,500 | | | | | | 137,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
Stock Awards
|
| |||||||||||||||||||||||||||
|
Name
|
| |
Stock
Award Grant Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(1) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity Incentive
Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
| |
Equity
Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
| |||||||||||||||
|
Jason Few(3)
|
| | | | 06/03/2020 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | | | | | | | | | |
| | | 06/03/2020 | | | | | | | | | | | | | | | | | | 500,000 | | | | | | 1,000,000 | | | |||
| | | 08/24/2020 | | | | | | 37,446 | | | | | | 74,892 | | | | | | | | | | | | | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 74,892 | | | | | | 149,784 | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 74,892 | | | | | | 149,784 | | | |||
|
Michael S. Bishop
|
| | | | 04/05/2018 | | | | | | 4,682 | | | | | | 9,364 | | | | | | | | | | | | | | |
| | | 04/05/2018 | | | | | | 8,333 | | | | | | 16,666 | | | | | | | | | | | | | | | |||
| | | 08/24/2020 | | | | | | 18,723 | | | | | | 37,446 | | | | | | | | | | | | | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 37,446 | | | | | | 74,892 | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 37,446 | | | | | | 74,892 | | | |||
|
Jennifer D. Arasimowicz
|
| | | | 04/06/2017 | | | | | | 4,167 | | | | | | 8,334 | | | | | | | | | | | | | | |
| | | 04/05/2018 | | | | | | 4,682 | | | | | | 9,364 | | | | | | | | | | | | | | | |||
| | | 04/05/2018 | | | | | | 8,333 | | | | | | 16,666 | | | | | | | | | | | | | | | |||
| | | 08/24/2020 | | | | | | 17,599 | | | | | | 35,198 | | | | | | | | | | | | | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 35,199 | | | | | | 70,398 | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 35,199 | | | | | | 70,398 | | | |||
|
Michael J. Lisowski
|
| | | | 01/31/2018 | | | | | | 2,496 | | | | | | 4,992 | | | | | | | | | | | | | | |
| | | 08/24/2020 | | | | | | 16,477 | | | | | | 32,954 | | | | | | | | | | | | | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 32,952 | | | | | | 65,904 | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 32,952 | | | | | | 65,904 | | | |||
|
Anthony J. Leo
|
| | | | 04/05/2018 | | | | | | 1,701 | | | | | | 3,402 | | | | | | | | | | | | | | |
| | | 08/24/2020 | | | | | | 8,238 | | | | | | 16,476 | | | | | | | | | | | | | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 16,476 | | | | | | 32,952 | | | |||
| | | 08/24/2020 | | | | | | | | | | | | | | | | | | 16,476 | | | | | | 32,952 | | |
| | | |
Stock Awards(1)
|
| |||||||||
|
Name
|
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($)(2) |
| ||||||
|
Jason Few
|
| | | | 5,629(3) | | | | | | 8,444 | | |
|
Michael S. Bishop
|
| | | | 10,675(4) | | | | | | 15,311 | | |
|
Jennifer D. Arasimowicz
|
| | | | 9,044(5) | | | | | | 12,941 | | |
|
Michael J. Lisowski
|
| | | | 2,319(6) | | | | | | 3,524 | | |
|
Anthony J. Leo
|
| | | | 4,429(7) | | | | | | 6,351 | | |
|
Executive Payments and Benefits(1)
|
| |
Termination without
Cause or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following Change
in Control of the Company ($)(2) |
| |||||||||
| Accelerated vesting: | | | | | | | | | | | | | | | | | | | |
|
Stock options(3)
|
| | | | — | | | | | | — | | | | | | — | | |
|
Restricted Shares/Stock Units(3)(4)
|
| | | | 1,374,460 | | | | | | — | | | | | | 2,674,028 | | |
| Payment for annual incentive award | | | | | 855,000 | | | | | | — | | | | | | 855,000 | | |
| Continued Health Insurance Premiums(5) | | | | | 34,288 | | | | | | — | | | | | | 68,575 | | |
| Severance payment | | | | | 675,000 | | | | | | — | | | | | | 1,150,000 | | |
|
TOTAL
|
| | | | 2,938,748 | | | | |
|
—
|
| | | | | 4,747,603 | | |
|
Executive Payments and Benefits(1)
|
| |
Termination without
Cause or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following Change
in Control of the Company ($)(2) |
| |||||||||
| Accelerated vesting: | | | | | | | | | | | | | | | | | | | |
|
Stock options(3)
|
| | | | — | | | | | | — | | | | | | — | | |
|
Restricted Shares/Stock Units(3)(4)
|
| | | | — | | | | | | — | | | | | | 263,188 | | |
| Payment for annual incentive award | | | | | — | | | | | | — | | | | | | 89,756 | | |
| Continued Health Insurance Premiums(5) | | | | | 12,146 | | | | | | — | | | | | | 24,292 | | |
| Severance payment(6) | | | | | 192,500 | | | | | | — | | | | | | 385,000 | | |
|
TOTAL
|
| | | | 204,646 | | | | |
|
—
|
| | | | | 762,236 | | |
|
Executive Payments and Benefits(1)
|
| |
Termination without
Cause or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following Change
in Control of the Company ($)(2) |
| |||||||||
| Accelerated vesting: | | | | | | | | | | | | | | | | | | | |
|
Stock options(3)
|
| | | | — | | | | | | — | | | | | | — | | |
|
Restricted Shares/Stock Units(3)(4)
|
| | | | — | | | | | | — | | | | | | 257,250 | | |
| Payment for annual incentive award | | | | | — | | | | | | — | | | | | | 102,250 | | |
| Continued Health Insurance Premiums(5) | | | | | 17,144 | | | | | | — | | | | | | 34,287 | | |
| Severance payment(6) | | | | | 182,500 | | | | | | — | | | | | | 365,000 | | |
|
TOTAL
|
| | | | 199,644 | | | | |
|
—
|
| | | | | 758,787 | | |
|
Executive Payments and Benefits(1)
|
| |
Termination without
Cause or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following Change
in Control of the Company ($)(2) |
| |||||||||
| Accelerated vesting: | | | | | | | | | | | | | | | | | | | |
|
Stock options(3)
|
| | | | — | | | | | | — | | | | | | — | | |
|
Restricted Shares/Stock Units(3)(4)
|
| | | | — | | | | | | — | | | | | | 213,690 | | |
| Payment for annual incentive award | | | | | — | | | | | | — | | | | | | 156,250 | | |
| Continued Health Insurance Premiums(5) | | | | | 17,028 | | | | | | — | | | | | | 34,057 | | |
| Severance payment(6) | | | | | 162,500 | | | | | | — | | | | | | 325,000 | | |
|
TOTAL
|
| | | | 179,528 | | | | |
|
—
|
| | | | | 728,997 | | |
|
Executive Payments and Benefits(1)
|
| |
Termination without
Cause or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following Change
in Control of the Company ($)(2) |
| |||||||||
| Accelerated vesting: | | | | | | | | | | | | | | | | | | | |
|
Stock options(3)
|
| | | | — | | | | | | — | | | | | | — | | |
|
Restricted Shares/Stock Units(3)(4)
|
| | | | — | | | | | | — | | | | | | 107,750 | | |
| Payment for annual incentive award | | | | | — | | | | | | — | | | | | | 138,750 | | |
| Continued Health Insurance Premiums(5) | | | | | 11,930 | | | | | | — | | | | | | 23,860 | | |
| Severance payment(6) | | | | | 137,500 | | | | | | — | | | | | | 275,000 | | |
|
TOTAL
|
| | | | 149,430 | | | | |
|
—
|
| | | | | 545,360 | | |
|
Name of Director
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($)(1) |
| |
Option Awards
($)(1) |
| |
All Other
Compensation ($) |
| |
Total ($)(2)
|
| |||||||||||||||
|
James H. England
|
| | | | — | | | | | | 128,125 | | | | | | — | | | | | | — | | | | | | 128,125 | | |
|
Chris Groobey
|
| | | | — | | | | | | 74,167 | | | | | | — | | | | | | — | | | | | | 74,167 | | |
|
Matthew F. Hilzinger
|
| | | | 55,625 | | | | | | 66,250 | | | | | | — | | | | | | — | | | | | | 121,875 | | |
|
Natica von Althann
|
| | | | 48,125 | | | | | | 63,750 | | | | | | — | | | | | | — | | | | | | 111,875 | | |
|
Name of Director
|
| |
Annual
Equity Award ($) |
| |
Annual
Retainer Fees ($) |
| |
Committee
Participation Fees ($) |
| |
Total ($)(2)
|
| ||||||||||||
|
James H. England
|
| | | | 50,000 | | | | | | 38,750 | | | | | | 39,375 | | | | | | 128,125 | | |
|
Chris Groobey
|
| | | | 16,667 | | | | | | 41,667 | | | | | | 15,833 | | | | | | 74,167 | | |
|
Matthew F. Hilzinger
|
| | | | 50,000 | | | | | | 38,750 | | | | | | 33,125 | | | | | | 121,875 | | |
|
Natica von Althann
|
| | | | 50,000 | | | | | | 38,750 | | | | | | 23,120 | | | | | | 111,875 | | |
|
Name
|
| |
Position
|
| |
Number of Shares
Beneficially Owned(1) |
| |
Percentage
Beneficially Owned |
| ||||||
|
Jason Few
|
| |
President, Chief Executive Officer and Chief
Commercial Officer; Director |
| | | | 22,134 | | | | | | * | | |
|
Michael S. Bishop(2)
|
| |
Executive Vice President, Chief Financial
Officer and Treasurer |
| | | | 35,556 | | | | | | * | | |
|
Jennifer D. Arasimowicz(3)
|
| |
Executive Vice President, General Counsel,
Chief Administrative Officer and Corporate Secretary |
| | | | 32,491 | | | | | | * | | |
|
Michael J. Lisowski
|
| |
Executive Vice President and Chief Operating
Officer |
| | | | 2,462 | | | | | | * | | |
|
Anthony J. Leo(4)
|
| |
Executive Vice President and Chief Technology
Officer |
| | | | 11,189 | | | | | | | | |
|
James H. England(5)
|
| | Director | | | | | 8,976 | | | | | | * | | |
|
Chris Groobey(6)
|
| | Director | | | | | 93,972 | | | | | | * | | |
|
Matthew F. Hilzinger(7)
|
| | Director | | | | | 277 | | | | | | * | | |
|
Natica von Althann(8)
|
| | Director | | | | | 2,194 | | | | | | * | | |
|
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (9 PERSONS) |
| | | | | |
|
209,251
|
| | | |
|
*
|
| |
|
BlackRock, Inc.(9)
|
| | — | | | | | 21,193,130 | | | | | | 6.6% | | |
| | | |
2020 ($)
|
| |
2019 ($)
|
| ||||||
| Audit Fees | | | | | 796,391 | | | | | | 929,959 | | |
| Audit Related Fees | | | | | 245,000 | | | | | | 135,000 | | |
| Tax Fees | | | | | — | | | | | | — | | |
| All Other Fees | | | | | — | | | | | | — | | |
|
TOTAL
|
| | | | 1,041,391 | | | | | | 1,064,959 | | |
| | | |
Shares of Common
Stock Reserved for Issuance |
| |||
| Shares Reserved for Future Issuance Under 2018 Employee Stock Purchase Plan | | | | | 25,870 | | |
| Shares Reserved for Issuance Upon Conversion of 5% Series B Cumulative Convertible Perpetual Preferred Stock | | | | | 37,837 | | |
| Shares Reserved for Issuance Upon Exercise of Outstanding Options to Purchase Common Stock | | | | | 23,891 | | |
| Shares Reserved for Issuance Upon Exercise of Outstanding Series C Warrants | | | | | 964,128 | | |
| Shares Reserved for Issuance Upon Vesting of Restricted Stock Units | | | | | 1,193,181 | | |
| Shares Potentially Issuable in Settlement of Performance Stock Units under Equity Incentive Plan(1) | | | | | 2,938,564 | | |
|
TOTAL SHARES OF COMMON STOCK RESERVED FOR ISSUANCE AS OF FEBRUARY 12, 2021
|
| | | | 5,183,471 | | |
|
Second Amended and Restated Plan
|
| ||||||||||||
|
Name and Position
|
| |
Dollar Value
|
| |
Number of Units
|
| ||||||
|
Jason Few
President, Chief Executive Officer and Chief Commercial Officer |
| | | | — | | | | | | — | | |
|
Michael S. Bishop
Executive Vice President, Chief Financial Officer and Treasurer |
| | | | — | | | | | | — | | |
|
Jennifer D. Arasimowicz
Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary |
| | | | — | | | | | | — | | |
|
Michael J. Lisowski
Executive Vice President and Chief Operating Officer |
| | | | — | | | | | | — | | |
|
Anthony J. Leo
Executive Vice President and Chief Technology Officer |
| | | | — | | | | | | — | | |
| Executive Group | | | | | — | | | | | | — | | |
| Non-Executive Director Group | | | | $ | 300,000 | | | | | | N/A | | |
| Non-Executive Officer Employee Group | | | |
|
(1)
|
| | | | | 53,797 | | |
|
Plan Category
|
| |
Number of Common
Shares to be issued upon exercise of outstanding options and rights |
| |
Weighted-average
exercise price of outstanding options and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plans |
| |||||||||
|
Equity compensation plans approved by security holders:
|
| | | | | | | | | | | | | | | | | | |
| Equity incentive plans(1) | | | | | 23,891 | | | | | $ | 91.23 | | | | | | 2,013,563 | | |
| Employee stock purchase plan | | | | | — | | | | | | — | | | | | | 30,248 | | |
| Total | | | | | 23,891 | | | | | $ | 91.23 | | | | | | 2,043,811 | | |