Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 4, 2019, the Board of Directors (the “Board”) of Capstone Turbine Corporation (“the Company”) voted to increase the size of the Board from seven directors to eight directors and appointed Robert F.
Powelson to the Board to fill the resulting vacancy. Mr. Powelson
will also serve on the Nominating and Corporate
Since June 2018, Mr. Powelson has served as the President and Chief Executive Officer of the National Association of Water Companies (“NAWC”). Prior to joining NAWC, Mr. Powelson was nominated to the Federal Energy Regulatory Commissioner (“FERC”) by President Donald J. Trump in May 2017, confirmed by the U.S. Senate in August 2017, and served as a member of FERC until August 2018. Prior to his appointment to FERC, Mr. Powelson served on the Pennsylvania Public Utility Commission (“PUC”) from June 2008 to August 2017, and served as the PUC’s chairman from February 2011 to May 2015. Mr. Powelson also served on Pennsylvania’s Marcellus Shale Advisory Commission from March 2011 to July 2011. Prior to joining the PUC, Mr. Powelson served as president of the Chester County Chamber of Business & Industry from February 1994 to July 2008. Mr. Powelson was also a past president of the National Association of Regulatory Utility Commissioners (“NARUC”), where he also was a member of the board of directors from March 2011 to July 2017. Mr. Powelson served as chairman of the NARUC Committee on Water and Power and represented the Water Committee on NARUC’s Task Force on Climate Policy. Mr. Powelson holds a Masters of Governmental Administration from the University of Pennsylvania and a Bachelor of Arts from St. Joseph’s University.
Mr. Powelson’s term as a director will continue until the next annual meeting of the Company’s stockholders, scheduled for August 29, 2019 (the “Annual Meeting”), when at which time he will stand for re-election.
After review of Mr. Powelson’s experience and qualifications, the Company’s Nominating and Corporate Governance Committee recommended Mr
. Powelson to the Board for approval.
As a non-employee director, Mr. Powelson will participate in the Company’s standard non-employee director compensation arrangements. Under the terms of those arrangements, Mr. Powelson will receive, among other things, annual compensation of $35,000 for his service on the Board, $5,000 for his service on the
Nominating and Governance Committee and an annual grant of
restricted stock units
(“RSU”) with a market value of approximately $50,000, based on the value of the Company’s Common Stock on the date of grant. These RSUs will be granted on the date of the Annual Meeting with one year vesting
. In addition, Mr. Powelson will receive an initial grant of prorated RSUs with a market value of $12,500 that will vest in one year from the grant date. The Company has also entered into its standard form of Indemnification Agreement with Mr. Powelson in connection with his appointment to the Board.
There are no arrangements or understandings between Mr. Powelson, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Powelson was selected as a director. Mr. Powelson is not a party to any transaction required to be disclosed pursuant to Item
On June 10, 2019, the Company issued a press release announcing the appointment of Mr. Powelson to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.