FUEL TECH, INC. Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers
On February 25, 2021 , the Compensation Committee (the "Committee") of the Board
of Directors ("Board") of Fuel Tech, Inc. ("Fuel Tech" or "Company") took the
actions described below.
2021 Executive Performance RSU Award Agreements. The Committee authorized the
Company to enter into a 2021 Executive Performance RSU Award Agreement (the
"2021 Agreement") with certain officers, including its President and Chief
Executive Officer and Acting Treasurer and Controller and Principal Financial
Officer (each a "2021 Participating Executive") pursuant to which each 2021
Participating Executive will have the opportunity to earn the amount of
restricted stock units (RSUs) shown in the table below. The amount of RSUs
awarded, if any, will be based on the Company's achievement of varying levels of
operating income before the impact of incentive pay (but including adjustments
to reflect the payment of sales commissions) in fiscal 2021 ("Operating
Income"), as determined by the Company, in its sole discretion. Nevertheless, no
Participating Executive will be entitled to any such RSUs unless the Company
achieves a minimum of $1 million in Operating Income in 2021. To the extent the
Company achieves the specified levels of Operating Income set forth below, the
amount of RSUs to be received by each Participating Executive are formulaic in
nature, and do not involve the exercise of any discretion by the Board or
Committee regarding such officer's achievement of objectives or any other
subjective, qualitative assessments. If awarded, such RSUs will vest in equal
amounts. i.e., 1/3, 1/3 and 1/3, over three years commencing one year after the
grant date based on continued service. Such time-vested RSUs are valued at the
date of grant using the intrinsic value method based on the closing price of the
Company's common stock on the grant date. Each Participating Executive will
enter into the Company's standard 2021 Agreement for such awards.
$2Million
$1 Million Operating $3 Million Operating
Operating Income Income RSUs Income RSUs
Name and Title RSUs Granted* Granted* Granted*
Vincent J. Arnone
President and Chief Executive
Officer 50,000 75,000 100,000
Ellen T. Albrecht
Acting Treasurer and Controller
and Principal Financial Officer 25,000 37,500 50,000
* The amount of RSUs shown represents the threshold or "target" number of RSUs to
be granted upon achievement of the specified level of Operating Income. The
actual amount of RSUs granted for each category incrementally increase with
additional Operating Income achieved up to the next threshold.
The form of 2021 Executive Performance RSU Award Agreement approved by the Committee is attached as Exhibit 10.1 to this Current Report on Form 8-K.
2021 Corporate Incentive Plan. The Committee adopted a 2021 Corporate Incentive Plan (the "2021 CIP") to provide all of the Company'sU.S. or Canadian based employees (excluding sales personnel) thatFuel Tech designates to participate in the 2021 CIP with the opportunity to earn an annual cash bonus based upon employee performance andFuel Tech's achievement of certain level of operating income as discussed below. As such,Vincent J. Arnone andEllen T. Albrecht are each participants in the 2021 CIP. Potential cash awards under the 2021 CIP are designed to focus employees on the achievement of both positive earnings growth forFuel Tech as well as on their own individual performance. A copy of the 2021 CIP is attached as Exhibit 10.2 to this Current Report on Form 8-K.
The 2021 CIP is structured as follows:
? 2021 CIP payouts are based on
in fiscal 2021. For purposes of the 2021 CIP, "Operating Income" means Fuel
Tech's operating income before the impact of incentive pay (but including
adjustments to reflect the payment of sales commissions), as determined by the
Committee in its sole discretion. An "
dependent on
the fiscal year. If the
awarded his or her designated portion of the
Operating Income provided an objective measurement of
performance to directly tie any payout to the overall financial performance of
Fuel Tech across all business lines.
--------------------------------------------------------------------------------
? No amounts will be payable under the 2021 CIP unless
minimum of
Tech's Operating Income financial performance for 2021 falls below
there will be no payout under the 2021 CIP.
? If
percentage of Operating Income to be funded into the
25% of all Operating Income.
? The aggregate size of the potential
In order for the full
fiscal 2021
explained in the funding metrics described above.
? The 2021 CIP contemplates that incentive payments to individual employees will
be based on the amount of the
the employee's target bonus factor (a percentage assigned to each employee
based on such employee's job level and contribution) and, for all employees
below the level of Senior Vice President, the employee's achievement percentage
(an overall job performance multiplier factor that can range from 0% to 100%,
and represents the employee's achievement of individual objectives in 2021) .
? The target bonus factor for
Albrecht 30%. In addition, the 2021 CIP provides that the achievement
percentage assigned to
Principal Financial Officer (
president will automatically equal 100%.
? The actual amounts of fiscal 2021 cash bonuses earned, if any, for any 2021
Named Executive Officer who is a participant in the 2021 CIP will be reported
in
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Form of 2021 Executive Performance RSU Award Agreement 10.2 2021 Corporate Incentive Plan ofFuel Tech, Inc.
© Edgar Online, source
