CPST Capstone Turbine Corporation

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Chief Financial Officer

On August 28, 2019, Jayme L. Brooks, Executive Vice President, Chief Financial Officer and principal financial officer of Capstone Turbine Corporation (the “Company”), submitted notice to the Company of her resignation, effective as of the close of business on September 30, 2019. Ms. Brooks’ resignation was a personal decision to pursue other business opportunities and not due to any disagreement with the Company’s management team, operations, financials, policies or procedures. The Company thanks Ms. Brooks for her contributions.

(c) Appointment of Interim Chief Financial Officer

On August 29, 2019, the Board of Directors of the Company appointed Frederick S. Hencken III, the Company’s current Chief Accounting Officer and principal accounting officer, as the Interim Chief Financial Officer, effective as of Ms. Brooks’ departure date. In his capacity as Interim Chief Financial Officer, Mr. Hencken will succeed Ms. Brooks as the principal financial officer of the Company, while maintaining his position as the principal accounting officer of the Company. Mr. Hencken will serve as Interim Chief Financial Officer until a permanent Chief Financial Officer is named.

Mr. Hencken, age 40, has served as the Company’s Chief Accounting Officer since April 2019, and served as the Company’s Controller from October 2017 to April 2019. Prior to joining the Company, Mr. Hencken held various roles in Finance and Accounting with InnoVista Sensors, previously Custom Sensors and Technologies, Inc., a global company specializing in designing and manufacturing sensors, controls, and actuators from 2012 to 2017. While employed at InnoVista Sensors, Mr. Hencken’s various roles included the Director of Financial Planning and Analysis, International Controller, and Director of Finance and Administration, North America. Prior to InnoVista Sensors, Mr. Hencken served as the Manager of Financial Reporting from 2008 to 2011 and Director of Financial Reporting in 2012, for THQ Inc., an independent developer and publisher of games and interactive entertainment software. Prior to THQ Inc., Mr. Hencken was employed by McGladrey, LLP, a provider of assurance, tax, and consulting services, from 2001 to 2008, providing attest services. Mr. Hencken holds a Bachelor of Science degree in Accounting from California State University, Long Beach and is a Certified Public Accountant (active) licensed in California.

There are no arrangements or understandings between Mr. Hencken and any other persons in connection with his appointment, nor are there any family relationships between Mr. Hencken and any of the Company's directors or executive officers. Additionally, there are no transactions involving Mr. Hencken that are required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

(e) Amendment of 2017 Equity Incentive Plan

As reported in Item 5.07 below, at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on August 29, 2019, the Company’s stockholders approved an amendment to the Company’s 2017 Equity Incentive Plan (as amended, the “Amended Plan”) to increase the number of shares available thereunder by 3,000,000 shares. The Company’s Board of Directors previously approved the Amended Plan, subject to such stockholder approval.

A summary of the material terms of the Amended Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 15, 2019. That summary and the above description of the Amended Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.