Item 8.01.Other Events.
Long Term Incentive Plan Award to Mark Feasel
On May 16, 2022, the Compensation Committee of the Board of Directors of
FuelCell Energy, Inc. (the "Company") granted to Mark Feasel, the Company's
Executive Vice President and Chief Commercial Officer, performance shares and
time-vesting restricted stock units under the previously-approved Long Term
Incentive Plan (the "LTI Plan"), which is a sub-plan consisting of awards made
under the Company's 2018 Omnibus Incentive Plan. The grants made to Mr. Feasel
were made on substantially the same terms, with the same performance period and
the same performance metrics, as the grants made to the other executive officers
of the Company on December 10, 2021.
Mr. Feasel's fiscal year 2022 target award value under the LTI Plan is $360,000.
His award, consistent with the awards made to the other executive officers on
December 10, 2021, consists of two equally weighted components: (1) relative
total shareholder return ("TSR") performance shares (50%) and (2) time-vesting
restricted stock units (50%). The target number of performance shares and the
target number of time-vesting restricted stock units granted to Mr. Feasel were
determined by dividing Mr. Feasel's target award value by the average closing
price of the Company's common stock over the 20 consecutive trading days
preceding December 10, 2021, which was $9.20. Accordingly, Mr. Feasel received a
grant of 19,566 relative TSR performance shares and 19,565 time-based restricted
stock units on May 16, 2022.
Consistent with the awards made to the other executive officers on December 10,
2021, the TSR performance shares will be earned over the three-year performance
period ending on October 31, 2024, but will remain subject to a continued
service-based vesting requirement until December 10, 2024. The performance
measure for the relative TSR performance shares is the TSR of the Company
relative to the TSR of the Russell 2000 from November 1, 2021 through October
31, 2024. For purposes of calculating TSR, the Company's stock price will be
measured using the average closing price over the 20 consecutive trading days
preceding the measurement date.
The time-vesting restricted stock units will vest at a rate of one-third (1/3)
of the total number of restricted stock units on each of December 10, 2022,
December 10, 2023, and December 10, 2024.
None of the awards granted to Mr. Feasel include any dividend equivalent or
other stockholder rights. To the extent the awards are earned, they may be
settled in shares or cash of an equivalent value.
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