Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2022, the Board of Directors (the “Board”) of FuelCell Energy, Inc. (the “Company”) appointed Mark Feasel to serve as the Company’s Executive Vice President and Chief Commercial Officer, effective April 18, 2022. In connection with Mr. Feasel’s appointment as the Company’s Executive Vice President and Chief Commercial Officer, Jason Few, the Company’s President, Chief Executive Officer and Chief Commercial Officer, resigned his role of Chief Commercial Officer effective March 31, 2022. Mr. Few will remain in his positions as President and Chief Executive Officer of the Company.
Mr. Feasel, age 51, served as President, Smart Grid – North America of Schneider Electric USA (“Schneider Electric”), a multinational energy efficiency and automation provider, from December 2019 to April 18, 2022. Prior to that, he served Schneider Electric as Vice President, Electric Utility Segment & Smart Grid from July 2012 to December 2019, as Vice President, Sales and Marketing from November 2010 through July 2012, and as Director, Sales and Marketing from March 2005 to November 2010. As President, Smart Grid – North America, Mr. Feasel has responsibility for the Electric Utility segment, Smart Grid, and Microgrid for Schneider Electric in North America. Throughout his career at Schneider Electric, he has held leadership roles in Energy Management, Power Quality, Utility Solutions, Oil & Gas Solutions, Electrical Distribution Protection and Automation, and Microgrids. Mr. Feasel joined Schneider Electric in 2005 through the company’s acquisition of Power Measurement, Inc., and began his career with the United States Navy serving in the Electrical Division where he was responsible for the operation and maintenance of the systems associated with the nuclear reactor plant on a ballistic missile submarine. In addition to his role at Schneider Electric, Mr. Feasel has also served as an Adjunct Professor at Northwestern University since June 2020, where he teaches Electric Utility Grid Planning and Operations for the Master of Science in Energy and Sustainability Program. Mr. Feasel is a graduate of the University of Toledo.
On March 31, 2022, in connection with Mr. Feasel’s appointment as the Company’s Executive Vice President and Chief Commercial Officer, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Feasel, effective as of April 18, 2022 (the “Effective Date”).
The Employment Agreement between the Company and Mr. Feasel provides for an annual base salary of $365,000 and a target annual bonus equal to 65% of his annual base salary, as determined and approved by the Board or a committee of the Board. Mr. Feasel will also be entitled to participate in the Company’s long-term incentive compensation program under its 2018 Omnibus Incentive Plan (the “Plan”), with the terms and conditions of any awards granted to Mr. Feasel being in the sole discretion of the Board or a committee thereof; provided that, within the first 30 days following the Effective Date, Mr. Feasel will be granted a one-time award of restricted stock units under the Plan equal to the quotient of $1,000,000 divided by the average closing stock price of the Company’s common stock over the 20 trading days ending on the trading day immediately before the Effective Date. The restricted stock units will vest with respect to 50% of the units on March 24, 2023 and 50% of the units on March 25, 2024, assuming that he remains continuously employed through such dates. The amount of the restricted stock unit award and vesting schedule of such award are intended to compensate Mr. Feasel for equity awards forfeited by him as a result of his resignation from Schneider Electric. Mr. Feasel will also receive a one-time cash signing bonus in the amount of $400,000 that is subject to repayment if Mr. Feasel resigns or is terminated for cause (as defined in the Employment Agreement) during the 24-month period after the Effective Date. The one-time cash signing bonus is intended, in part, to compensate Mr. Feasel for a retention award Mr. Feasel will be required to repay as a result of his resignation from Schneider Electric.
In the event that the Company terminates the employment of Mr. Feasel without cause or Mr. Feasel terminates his employment for good reason (as defined in the Employment Agreement), Mr. Feasel will be entitled to receive a severance payment in an amount equal to six months of his annual base salary at the date of termination plus payment by the Company of his COBRA premiums for up to six months, provided that he elects continuation of coverage under COBRA and he is not eligible for health coverage under another employer’s plan.
In the event that Mr. Feasel’s employment is terminated in connection with a change in control (as defined in the Employment Agreement) by the Company for any reason other than cause or by Mr. Feasel for good reason, Mr. Feasel will be entitled to receive a severance payment in an amount equal to one year of his annual base salary as of the date of termination plus one year of the average of bonuses paid to him since his appointment as Executive Vice President and Chief Commercial Officer, or if he has not received any bonuses, his target bonus for the year of such termination. The Company also will pay Mr. Feasel’s COBRA premiums for up to 12 months, provided that he elects continuation coverage