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Item 5.02.
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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2023 Long Term
Incentive Plan and Awards
On December 5, 2022, the Board of Directors (the “Board”) of
FuelCell Energy, Inc. (the “Company”) approved a 2023 Long Term
Incentive Plan (the “2023 LTI Plan”) as a sub-plan consisting of
awards made under the Company’s 2018 Omnibus Incentive Plan, as
amended and restated. The participants in the 2023 LTI Plan
are members of senior management and include the Company’s named
executive officers named in the table below (“NEOs”).
The 2023 LTI Plan consists of two award components: (1) relative
total shareholder return (“TSR”) performance shares and (2)
time-vesting restricted stock units.
The TSR performance shares granted in fiscal year 2023 will be
earned over the three-year performance period ending on October 31,
2025, but will remain subject to a continued service-based vesting
requirement until the third anniversary of the date of grant.
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, 2022 through October 31, 2025. For
purposes of calculating TSR, the Company’s stock price will be
measured using the average closing price over the 60 consecutive
trading days preceding the measurement date.
The time-vesting restricted stock units granted in fiscal year 2023
will vest at a rate of one-third (1/3) of the total number of
restricted stock units on each of the first three anniversaries of
the date of grant.
None of the awards granted as part of the 2023 LTI Plan 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.
The Form of Relative TSR Performance Share Award Agreement used for
the TSR performance shares was previously filed as Exhibit 10.2 to
the Company’s Current Report on Form 8-K filed on November 27, 2020
and the Form of Restricted Stock Unit Award Agreement (U.S.
Employees) used for the time-vesting restricted stock units was
previously filed as Exhibit 10.3 to the Company’s Current Report on
Form 8-K filed on April 6, 2018.
The target award values under the 2023 LTI Plan for the NEOs are as
follows:
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Named Executive Officer
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Target 2023 LTI Plan Award
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Jason Few
President and Chief Executive Officer
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$2,860,000
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Michael S. Bishop
Executive Vice President and Chief Financial Officer
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$650,000
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Michael J. Lisowski
Executive Vice President and Chief
Operating Officer
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$650,000
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Joshua Dolger
Executive Vice President,
General Counsel and Corporate Secretary
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$500,000
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Anthony J. Leo
Executive Vice President and Chief
Technology Officer
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$400,000
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In addition, the target award value under the 2023 LTI Plan for
Mark Feasel, the Company’s Executive Vice President and Chief
Commercial Officer, is $650,000.
The target number of performance shares and the number of
time-vesting restricted stock units granted as of December 5, 2022
were determined by dividing one-half of the target 2023 LTI Plan
award by the average price of the Company’s common stock over the
60 consecutive trading days preceding the grant date.