Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 18, 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 Denise Wilson to the Board to fill the resulting vacancy. Ms. Wilson will serve as a member of the Company’s Nominating and Corporate Governance Committee and Compensation Committee.
From July 2011 to January 2016, Ms. Wilson served as Executive Vice President and President, New Business of NRG Energy, Inc., an independent power company with generation, energy retail business and cleantech ventures (“NRG”). From September 2008 to July 2011, Ms. Wilson served as Executive Vice President and Chief Administrative Officer of NRG. Prior to September 2008, Ms. Wilson served as Executive Vice President, Human Resources for Nash-Finch Company, a national food distributor, and in various roles at NRG from 2000-2007. Ms. Wilson holds a Masters in Industrial Relations from the University of Minnesota.
Ms. Wilson’s term as a director will continue until the next annual meeting of the Company’s stockholders to be held in 2020 (the “Annual Meeting”), when at which time she will stand for re-election. After review of Ms. Wilson’s experience and qualifications, the Company’s Nominating and Corporate Governance Committee recommended Ms. Wilson to the Board for approval.
As a non-employee director, Ms. Wilson will participate in the Company’s standard non-employee director compensation arrangements. Under the terms of those arrangements, Ms. Wilson will receive, among other things, annual compensation of $35,000 for her service on the Board 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, Ms. Wilson will receive an initial grant of prorated RSUs with a market value of $41,667 that will vest in one year from the grant date. The Company has also entered into its standard form of Indemnification Agreement with Ms. Wilson in connection with her appointment to the Board.
There are no arrangements or understandings between Ms. Wilson, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Wilson was selected as a director. Ms. Wilson is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On November 20, 2019, the Company issued a press release announcing the appointment of Ms. Wilson to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.