FUELCELL ENERGY, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
All salaried exempt employees of
The actual amount of annual cash compensation earned under the MIP each year may be more or less than the target amount depending on the Company's performance against a set of pre-established Company operational milestones (which represent 75% of the target annual incentive award opportunity) and a set of pre-established Company strategic initiatives (which represent the remaining 25% of the target annual incentive award opportunity). The Compensation Committee retains the right to exercise its discretion to adjust the size of potential award payments as it deems appropriate to take into account factors that enhance or detract from results achieved relative to the Company operational milestones and strategic initiatives.
For fiscal 2020, the pre-established Company operational milestones (and their
respective weighting) were as follows: (1) achieve specified total revenue for
the fiscal year (20%); (2) secure new orders (25%); (3) achieve a specified
gross margin (20%); (4) control operating expenses (20%); and (5) enhance fleet
performance (20%). The pre-established Company strategic initiatives for fiscal
2020 (which are equally weighted) were as follows: (a) develop new strategic
partners and investors; (b) advance policy initiatives in target markets; (c)
grow the Advanced Technology business; (d) develop the commercial business; and
(e) achieve certain operational targets. These pre-established operational
milestones and strategic initiatives were set in
After the end of fiscal 2020, the Compensation Committee reviewed the Company's
actual performance as measured against the revised Company operational
milestones and strategic initiatives, which resulted in an annual incentive
award achievement percentage of 69% of the target award levels, determined as
follows. Comparing the Company's actual performance against the revised range of
pre-established target levels for these operational milestones, the Compensation
Committee calculated a weighted score for each milestone, the sum of which
yielded a total weighted score. The Company's overall performance with respect
to the revised operational milestones for fiscal 2020 resulted in a calculated
aggregate weighted score of 60%. With respect to the fiscal 2020 revised Company
strategic initiatives, the Compensation Committee compared the Company's actual
performance against the pre-established target objectives for these revised
initiatives, and calculated a weighted score for each strategic initiative, the
sum of which yielded a total weighted score. The overall performance with
respect to the revised strategic initiatives for fiscal 2020 resulted in a
calculated weighted score of 90%. Applying the relative weighting of each
performance category (75% for the operational milestones and 25% for the
strategic initiatives), the Compensation Committee determined that the blended
annual incentive award achievement percentage was equal to 69% of the target
award levels, and, on
After reviewing the blended annual incentive award achievement percentage and
evaluating the Company's performance, financial position and stock performance,
and after considering the recommendations of the CEO (with respect to the
executive officers other than himself), the Compensation Committee determined to
adjust the annual incentive award payments for certain members of senior
management in the Company to 100% of targeted awards and for each of the
following executive officers (including the NEOs other than the CEO)
specifically as follows:
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coronavirus pandemic and the manufacturing facility shutdown and reopening, (b)
capital raises totaling gross proceeds of approximately
Compensation Arrangements for Fiscal Year 2021
2021 Management Incentive Plan
As part of its annual review and determination of the target annual incentive
award opportunities (expressed as a percentage of base salary) that each of the
NEOs may earn under the MIP, on
2021 Long-Term Incentive Plan
On
The LTI Plan consists of three award components: (1) relative total shareholder
return ("TSR") performance shares, (2) absolute TSR performance shares, and (3)
time-vesting restricted stock units. The performance shares granted in fiscal
year 2021 will be earned over the three-year performance period ending on
The foregoing description is a summary only and is qualified by the Long Term
Incentive Plan that is filed herewith as Exhibit 10.1. The Form of Relative TSR
Performance Share Award Agreement is filed herewith as Exhibit 10.2, the Form of
Absolute TSR Performance Share Award Agreement is filed herewith as Exhibit 10.3
and the Form of Restricted Stock Unit Award Agreement (
The target award values under the LTI Plan for the NEOs are as follows:
Named Executive Officer Target LTI Plan
Award
Jason Few $800,000
President, Chief Executive Officer and Chief Commercial
Officer
$270,000
Executive Vice President, Chief Financial Officer and
Treasurer
$270,000 Executive Vice President, General Counsel, Chief Administrative Officer and Corporate SecretaryMichael J. Lisowski $270,000
Executive Vice President and Chief Operating Officer
$170,000
Executive Vice President and Chief Technology Officer
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Item 9.01.Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 10.1FuelCell Energy, Inc. Fiscal Year 2021 Long Term Incentive Plan, as approvedNovember 24, 2020 . 10.2 Form ofFuelCell Energy, Inc. 2018 Omnibus Incentive Plan Relative TSR Performance Share Award Agreement. 10.3 Form ofFuelCell Energy, Inc. 2018 Omnibus Incentive Plan Absolute TSR Performance Share Award Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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