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| | Director Nominee Key Characteristics and Experience include: | | | ||||||
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Technology Commercialization
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Corporate & International Finance
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Financial Management
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Global Power Project Development
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Government Affairs
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Energy & Utility Sectors
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Project Finance
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Leadership
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Manufacturing
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Regulatory
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Risk Management
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Strategic Planning
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| ARTHUR A. BOTTONE | | ||||||
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Age 58
Director
since: 2011 |
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BIOGRAPHY:
Mr. Bottone joined FuelCell Energy in February 2010 as Senior Vice President and Chief Commercial Officer and was promoted to President and Chief Executive Officer in February 2011 and is a named executive officer. Mr. Bottone’s focus is to accelerate and diversify global revenue growth to achieve sustainable profitability by capitalizing on heightened global demand for clean and renewable energy. Mr. Bottone has broad experience in the energy field including traditional power generation and alternative energy. Prior to joining FuelCell Energy, Mr. Bottone spent 25 years at Ingersoll Rand, a diversified global industrial company, including as President of the Energy Systems business. Mr. Bottone received an undergraduate degree in Mechanical Engineering from Georgia Institute of Technology in 1983, and received a Certificate of Professional Development from The Wharton School, University of Pennsylvania in 2004.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Extensive Global Business Development
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Technology Commercialization
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Power Generation Project Development
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Mergers, Acquisitions and Integration
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Capital Raising
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PRINCIPAL OCCUPATION:
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President and Chief Executive Officer of FuelCell Energy
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| JAMES H. ENGLAND | | ||||||
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Age 72
Director
since: 2008
INDEPENDENT
Chairman of the
Board of Directors since 2018 |
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BIOGRAPHY:
Mr. England is a Corporate Director and has been the CEO of Stahlman-England Irrigation, Inc. since 2000. Prior to that, Mr. England spent 4 years as Chairman, President and CEO of Sweet Ripe Drinks, Ltd., a fruit beverage company. Prior to that, he spent 18 years at John Labatt Ltd. and served as that company’s CFO from 1990 — 1993, during which time John Labatt Ltd. was a public company with a market capitalization of over $5 billion. Mr. England started his career with Arthur Andersen & Co. in Toronto after serving in the Canadian infantry. Mr. England is a director of Enbridge Inc. and is a past member of the board of directors of John Labatt, Ltd., Canada Malting Co., Ltd., and the St. Clair Paint and Wallpaper Corporation.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Board and Executive Level Leadership
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Broad International Exposure
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High Level of Financial Expertise
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Extensive Energy Industry Experience
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Extensive Knowledge of the Company
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PRINCIPAL OCCUPATION:
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Corporate Director
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| JASON B. FEW | | ||||||
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Age 52
Director
since: 2018
INDEPENDENT
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BIOGRAPHY:
Mr. Few has been the President of Sustayn Analytics LLC, a cloud-based software waste and recycling optimization company, since 2018. Mr. Few has over 30 years of experience increasing enterprise value for Global Fortune 500 and privately held technology, telecommunication, and energy firms. Mr. Few has overseen transformational opportunities across the technology and industrial energy sectors, including as the Founder and Senior Managing Director of BJF Partners, LLC, a privately held strategic transformation consulting firm, where he has served since 2016, with Continuum Energy, an energy products and services company, where Mr. Few served as President and Chief Executive Officer from 2013 to 2016, NRG Energy, an integrated energy company, where he served in various roles including Executive Vice President and Chief Customer Officer from 2009 to 2012 and President Reliant Energy, a retail electricity provider, where he also served as Senior Vice President, Smart Energy from 2008 to 2009. Mr. Few also serves as a Senior Advisor to Verve Industrial, an industrial cybersecurity software company. Mr. Few is active in his community serving on the boards of Memorial Hermann Hospital, the American Heart Association, and the St. John’s School Investment Committee. He earned a bachelor’s degree in computer systems in business from Ohio University. He received an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Executive Leadership
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Broad Understanding of Advanced Technologies
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Extensive Energy Industry Experience
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Experience with Global Publicly Traded Companies
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Risk Management/Oversight
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Cybersecurity
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PRINCIPAL OCCUPATION:
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President of Sustayn Analytics LLC
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| MATTHEW F. HILZINGER | | ||||||
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Age 56
Director
since: 2015
INDEPENDENT
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BIOGRAPHY:
Mr. Hilzinger is Executive Vice President and Chief Financial Officer for USG Corporation, an international building products company, where he oversees all financial activities as well as strategic planning, a position he has held since 2012. From March 2002 to 2012, Mr. Hilzinger was with Exelon Corporation, where he served as Chief Financial Officer from 2008 to 2012 responsible for finance and risk management, and as Corporate Controller from 2002 to 2008. Prior to joining Exelon, Mr. Hilzinger was Chief Financial Officer at Credit Acceptance Corporation in 2001. From 1997 to 2001, Mr. Hilzinger was at Kmart Corporation, where he last served as Vice President, Corporate Controller. From 1990 to 1997, Mr. Hilzinger was at Handleman Company, where he last served as Vice President, International Operations. Mr. Hilzinger started his career at Arthur Andersen & Co. from 1985 to 1990. Mr. Hilzinger is a graduate of the University of Michigan, with a BBA in accounting.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Executive Leadership
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High Level of Financial Expertise
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Extensive Energy Industry Experience
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Experience with Global Publicly Traded Companies
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Risk Management/Oversight
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PRINCIPAL OCCUPATION:
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Executive Vice President and Chief Financial Officer of USG Corporation
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| CHRISTINA LAMPE-ONNERUD | | ||||||
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Age 52
Director
since: 2018
INDEPENDENT
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BIOGRAPHY:
Dr. Lampe-Onnerud is presently Founder and Chief Executive Officer of Cadenza Innovation, Inc., a startup she formed in 2012 to bring higher energy density, lower cost, safer and environmentally sustainable batteries to the electric vehicle, grid storage and industrial markets via licensing to global manufacturers. Previously, Dr. Lampe-Onnerud served as Founder, Chief Executive Officer and International Chairman of Boston-Power, Inc. from 2004 – 2011, where she grew the company into a global organization backed by more than $360 million in investment. She held an executive position at Bridgewater Associates and was a partner at Arthur D. Little. She has been named a two-time Technology Pioneer by the World Economic Forum and is a member of the Royal Swedish Academy of Sciences. Dr. Lampe-Onnerud holds a Ph.D. in inorganic chemistry from Uppsala University in Sweden, and conducted post-doctoral work at MIT in Cambridge, Massachusetts.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Executive Leadership
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Extensive Technological Knowledge
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Extensive Energy Project Finance and Structuring Experience
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Extensive Energy Industry Experience
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PRINCIPAL OCCUPATION:
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Founder and Chief Executive Officer of Cadenza Innovation, Inc.
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| NATICA VON ALTHANN | | ||||||
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Age 68
Director
since: 2015
INDEPENDENT
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BIOGRAPHY:
Ms. von Althann has served as a Director of PPL Corporation, one of the largest investor-owned utilities in the U.S. with approximately 18,000 megawatts of power generation, since December 1, 2009 and as a Director of TD Bank US Holding Company and its two bank subsidiaries, TD Bank, N.A. and TD Bank USA, N.A. since 2009. She was a founding partner of C&A Advisors, a consulting firm for financial services and risk management from 2009 to 2013, following her retirement in 2008 as the Senior Credit Risk Management Executive for Bank of America and Chief Credit Officer of U.S. Trust, an investment management company owned by Bank of America. Previously, she spent 26 years with Citigroup in various leadership roles, including Division Executive – Latin America for the Citigroup Private Bank, Managing Director and Global Retail Industry Head, and Managing Director and co-head of the U.S. Telecommunications — Technology group for Citicorp Securities.
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SKILLS AND QUALIFICATIONS INCLUDE:
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Board and Executive Level Leadership Experience
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High Level of Banking and Financial Expertise
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Broad International Exposure
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Risk Management/Oversight
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Exposure to Energy and Utility Sectors
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Strong Focus on Strategy Development and Implementation
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PRINCIPAL OCCUPATION:
■
Former Financial Executive at Bank of America and Citigroup
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Position
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Ownership Guideline
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| President and Chief Executive Officer | | |
At least 150,000 shares
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| All Other Section 16 Executive Officers | | |
At least 75,000 shares
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| Non-Employee Independent Directors | | |
At least 25,000 shares
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Director
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Audit and
Finance |
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Compensation
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Executive
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Nominating
and Corporate Governance |
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Arthur A. Bottone
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James H. England (Chairman of the Board)
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Jason B. Few
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Matthew F. Hilzinger
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Christina Lampe-Onnerud
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John A. Rolls(1)
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Christopher S. Sotos(2)
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Natica von Althann
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| | Audit and Finance Committee | | |
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■
Current Members:
Matthew F. Hilzinger, James H. England, Jason B. Few and Natica von Althann
Current Chair: Matthew F. Hilzinger
Our Committee structure changed on November 8, 2018 with the election of Mr. Few and Dr. Lampe-Onnerud as Directors. The members of the Audit and Finance Committee in fiscal 2018 were James H. England, Matthew F. Hilzinger, John A. Rolls, and Natica von Althann. Mr. Hilzinger was Chair of the Audit and Finance Committee throughout fiscal 2018.
Each of the current and fiscal 2018 Audit and Finance Committee members satisfies the definition of independent director and is financially literate under the applicable Nasdaq and SEC rules. In accordance with Section 407 of the Sarbanes-Oxley Act of 2002, the Board has designated Mr. Hilzinger and Mr. England as the Audit and Finance Committee’s “Audit Committee Financial Experts.”
The Audit and Finance Committee represents and provides assistance to the Board with respect to matters involving the accounting, auditing, financial reporting, internal controls, and legal compliance functions of the Company and its subsidiaries, including assisting the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications, independence, and performance of the Company’s independent auditors, the performance of the Company’s service firm used to assist management in its assessment of internal controls, and effectiveness of the Company’s financial risk management.
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The Audit and Finance Committee routinely holds executive sessions with the Company’s independent registered public accounting firm without the presence of management.
Responsibilities of the Audit and Finance Committee include:
■
Overseeing management’s conduct of the Company’s financial reporting process, including reviewing the financial reports and other financial information provided by the Company, and reviewing the Company’s systems of internal accounting and financial controls;
■
Overseeing the Company’s independent auditors’ qualifications and independence and the audit and non-audit services provided to the Company;
■
Overseeing the performance of the Company’s independent auditors as well as parties engaged to assist the Company with its assessment of internal controls;
■
Reviewing potential financing proposals and referring them to the Board as necessary; and
■
Overseeing the Company’s analysis and mitigation strategies for enterprise risk (reporting any findings to the Board as necessary).
The Audit and Finance Committee held 10 meetings during fiscal 2018. The complete Audit and Finance Committee charter can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. The Audit and Finance Committee’s report appears on page
46
of this Proxy Statement.
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| | Compensation Committee | | |
| |
■
Current Members:
Jason B. Few, Matthew F. Hilzinger, Christina Lampe-Onnerud and John A. Rolls
Current Chair: Matthew F. Hilzinger
Our Committee structure changed on November 8, 2018 with the election of Mr. Few and Dr. Lampe-Onnerud as Directors. The members of the Compensation Committee in fiscal 2018 were James H. England, Matthew F. Hilzinger, Togo D. West, Jr., and Natica von Althann. Mr. England was Chair of the Compensation Committee throughout fiscal 2018, prior to his election as Chairman of the Board.
Each of the current and fiscal 2018 Compensation Committee members is an independent Director under applicable Nasdaq and SEC rules, and the Compensation Committee is governed by a Board-approved charter stating its responsibilities. Members of the Compensation Committee are appointed by the Board.
The Compensation Committee is responsible for reviewing and approving the compensation plans, policies and programs of the Company to compensate the officers and Directors in a reasonable and cost-effective manner.
The Compensation Committee’s overall objectives are to ensure the attraction and retention of superior talent, to motivate the performance of the executive officers in the achievement of the Company’s business objectives and to align the interests of the officers and Directors with the long-term interests of the Company’s stockholders. To that end, it is the responsibility of the Compensation Committee to develop, approve and periodically review a general compensation policy and salary structure for executive officers of
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the Company, which considers business and financial objectives, industry and market pay practices and/or such other information as may be deemed appropriate.
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Responsibilities of the Compensation Committee include:
■
Reviewing and recommending for approval by the independent Directors of the Board the compensation (salary, bonus and other incentive compensation) of the Chief Executive Officer of the Company;
■
Reviewing and approving the compensation (salary, bonus and other incentive compensation) of the other executive officers of the Company;
■
Reviewing and approving milestones and strategic initiatives relevant to the compensation of executive officers of the Company and evaluating performance in light of those goals and objectives;
■
Reviewing and approving all employment, retention and severance agreements for executive officers of the Company; and
■
Reviewing the management succession program for the Chief Executive Officer, the NEOs and selected executives of the Company.
The Compensation Committee acts on behalf of the Board in administering compensation plans approved by the Board in a manner consistent with the terms of such plans (including, as applicable, the granting of stock options, restricted stock, stock units and other awards, the review of performance goals established before the start of the relevant plan year, and the determination of performance compared to the goals at the end of the plan year). The Committee reviews and makes recommendations to the Board with respect to new compensation incentive plans and equity-based plans; reviews and recommends the compensation (annual retainer, committee fees and other compensation) of the Directors to the full Board for approval; and reviews and makes recommendations to the Board on changes in major benefit programs of the Company. Compensation Committee agendas are established in consultation with the committee chair. The Compensation Committee meets in executive session at each Committee meeting.
The Compensation Committee held 7 meetings during fiscal 2018. The complete Compensation Committee charter can be found in the Corporate Governance sub-section of the section entitled “Investors” on our website at www.fuelcellenergy.com. The Compensation Committee’s report appears on page
22
of this Proxy Statement.
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| | Executive Committee | | |
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■
Current Members:
Arthur A. Bottone, James H. England and John A. Rolls
Current Chair: Arthur A. Bottone
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During the intervals between Board meetings, the Executive Committee has and may exercise all the powers of the Board in the management of the business and affairs of the Company, in such manner as the Committee deems in the best interests of the Company, in all cases in which specific instructions have not been given by the Board. Mr. England and Mr. Rolls are independent directors under applicable Nasdaq rules. The current members of the Executive Committee were also members of the Executive Committee in fiscal 2018. Togo D. West was also a member of the Executive Committee in fiscal 2018.
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| | Nominating and Corporate Governance Committee | | |
| |
■
Current Members:
Natica von Althann, Matthew F. Hilzinger, John A. Rolls and Christina Lampe-Onnnerud
Current Chair: Natica von Althann
Our Committee structure changed on November 8, 2018 with the election of Mr. Few and Dr. Lampe-Onnerud as Directors. The members of the Nominating and Corporate Governance Committee in fiscal 2018 were Matthew F. Hilzinger, John A. Rolls and Natica von Althann. Ms. von Althann was Chair of the Compensation Committee throughout fiscal 2018.
The current and fiscal 2018 members of the Nominating and Corporate Governance Committee are all independent directors under applicable Nasdaq rules. Members of the Nominating and Corporate Governance Committee are appointed by the Board.
Responsibilities of the Nominating and Corporate Governance Committee include:
■
Identifying individuals qualified to become members of the Board and recommending the persons to be nominated by the Board for election as Directors at the annual meeting of stockholders or elected as Directors to fill vacancies;
■
Reviewing the Company’s corporate governance principles, assessing and recommending to the Board any changes deemed appropriate;
■
Periodically reviewing, discussing and assessing the performance of the Board and the committees of the Board;
■
Reviewing the Board’s committee structure and making recommendations to the full Board concerning the number and responsibilities of Board committees and committee assignments; and
■
Periodically reviewing and reporting to the Board any questions of possible conflicts of interest or related party transactions involving Board members or members of senior management of the Company.
The Nominating and Corporate Governance Committee will consider nominees for the Board recommended by stockholders. Nominations by stockholders must be in writing, and must include the full name of the proposed nominee, a brief description of the
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proposed nominee’s business experience for at least the previous five years, and a representation that the nominating stockholder is a beneficial or record owner of the Company’s common stock.
Any such submission must also be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as Director if elected. All recommendations for nomination received by the Corporate Secretary that satisfy our amended and restated by-law requirements relating to such Director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our amended and restated by-laws. Nominations must be delivered to the Nominating and Corporate Governance Committee at the following address:
Nominating and Corporate Governance Committee
FuelCell Energy, Inc.
Office of the Corporate Secretary
3 Great Pasture Road Danbury, CT 06810
The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for Director to the Board for election (without regard to whether a nominee has been recommended by stockholders). In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all Director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or experience, ability to work collegially with the other members of the Board and ability to satisfy any applicable legal requirements or listing standards. The Nominating and Corporate Governance Committee is committed to actively seeking highly qualified individuals, and requires a diverse candidate pool, including individuals of diverse gender and ethnicity, from which Board nominees are selected. In identifying prospective Director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as Directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering Director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent Directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.
In fiscal 2018, the Nominating and Corporate Governance Committee retained the services of Egon Zhender to assist it in identifying qualified candidates to serve on the Board and vetting those candidates in accordance with the qualifications and attributes sought by the Committee. Egon Zhender identified and proposed Jason B. Few and Christina Lampe-Onnerud, both of whom were elected to the Board in November 2018.
In connection with its annual recommendation of a slate of Director nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those Directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.
The Nominating and Corporate Governance Committee held 6 meetings during fiscal 2018. The complete Nominating and Corporate Governance Committee charter, which includes the general criteria for nomination as a Director, can be found in the Corporate Governance subsection of the section entitled “Investors” on our website at www.fuelcellenergy.com.
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| MICHAEL S. BISHOP | | |||
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Mr. Bishop was appointed Senior Vice President, Chief Financial Officer, and Treasurer in June 2011. He has more than 20 years of experience in financial operations and management with public high growth technology companies with a focus on capital raising, project finance, debt/treasury management, investor relations, strategic planning, internal controls, and organizational development. Since joining the Company in 2003, Mr. Bishop has held a succession of financial leadership roles including Assistant Controller, Corporate Controller and Vice President and Controller. Prior to joining FuelCell Energy, Mr. Bishop held finance and accounting positions at TranSwitch Corporation, Cyberian Outpost, Inc. and United Technologies, Inc. He is a certified public accountant and began his professional career at McGladrey and Pullen, LLP. Mr. Bishop also served four years in the United States Marine Corps.
Mr. Bishop received a Bachelor of Science in Accounting from Boston University in 1993 and a MBA from the University of Connecticut in 1999.
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| Age 51 | | |
Principal Occupation:
■
Senior Vice President, Chief Financial Officer and Treasurer
|
|
| JENNIFER D. ARASIMOWICZ | | |||
|
Age 47
|
| |
Ms. Arasimowicz was appointed Senior Vice President, General Counsel and Corporate Secretary in April 2017. In this position, Ms. Arasimowicz, a licensed attorney in Connecticut, New York and Massachusetts, is the chief legal officer and chief compliance officer of the Company, having responsibility for oversight of all of the Company’s legal and government affairs, and providing leadership in all aspects of the Company’s business, including compliance, corporate governance and board activities. Ms. Arasimowicz joined the Company in 2012 as Associate Counsel and was promoted to Vice President in 2014. Prior to joining the Company, Ms. Arasimowicz served as General Counsel of Total Energy Corporation, a New York based diversified energy products and services company providing a broad range of specialized services to utilities and industrial companies. Previously, Ms. Arasimowicz was a partner at Shipman & Goodwin, LLP in Hartford, Connecticut chairing the Utility Law Practice Group and began her legal career as an associate at Murtha Cullina, LLP.
Ms. Arasimowicz earned her Juris Doctor at Boston University School of Law and holds a bachelor’s degree in English from Boston University.
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Principal Occupation:
■
Senior Vice President, General Counsel and Corporate Secretary
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| ANTHONY F. RAUSEO | | |||
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|
| |
Mr. Rauseo was appointed Senior Vice President and Chief Operating Officer in July 2010. In this position, Mr. Rauseo has responsibility for closely integrating the manufacturing operations with the supply chain, product development and quality initiatives. Mr. Rauseo is an organizational leader with a strong record of achievement in product development, business development, manufacturing, operations, and customer support. Mr. Rauseo joined the Company in 2005 as Vice President of Engineering and Chief Engineer. Prior to joining the Company, Mr. Rauseo held a variety of key management positions in manufacturing, quality and engineering including five years with CiDRA Corporation. Prior to joining CiDRA, Mr. Rauseo was with Pratt and Whitney for 17 years where he held various leadership positions in product development, production and customer support of aircraft turbines.
Mr. Rauseo received a Bachelor of Science in Mechanical Engineering from Rutgers University in 1983 and a Masters of Science in Mechanical Engineering from Rensselaer Polytechnic Institute in 1987.
|
|
| Age 59 | | |
Principal Occupation:
■
Senior Vice President and Chief Operating Officer
|
|
TABLE OF CONTENTS
|
| ||||||
COMPENSATION COMMITTEE REPORT | | | | | 22 | | |
COMPENSATION DISCUSSION AND ANALYSIS | | | | | 22 | | |
FISCAL 2018 SUMMARY COMPENSATION TABLE | | | | | 32 | | |
FISCAL 2018 GRANTS OF PLAN-BASED AWARDS TABLE | | | | | 32 | | |
OUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEAR-END TABLE | | | | | 33 | | |
FISCAL 2018 OPTION EXERCISES AND STOCK VESTED TABLE | | | | | 34 | | |
|
ARTHUR A. BOTTONE
|
| | President and Chief Executive Officer (the “CEO”); | |
|
MICHAEL S. BISHOP
|
| | Senior Vice President, Chief Financial Officer and Treasurer (the “CFO”); | |
|
JENNIFER D. ARASIMOWICZ
|
| | Senior Vice President, General Counsel and Corporate Secretary (the “GC”); and | |
|
ANTHONY F. RAUSEO
|
| | Senior Vice President and Chief Operating Officer (the “COO”). | |
|
Name
|
| |
Grant Date
|
| |
Quantity
Granted |
| |
Reported
Grant Date Value |
| |
Aggregate
Value Realized on Vesting(1) |
| |
% change from reported
value |
| ||||||||||||
|
ARTHUR A. BOTTONE
|
| | | | 4/2/2015 | | | | | | 43,373 | | | | | $ | 661,005 | | | | | $ | 110,613 | | | |
-83%
|
|
| | | 4/7/2016 | | | | | | 102,640 | | | | | $ | 661,002 | | | | | $ | 117,035 | | | |
-82%
|
| |||
| | | 4/6/2017 | | | | | | 330,500 | | | | | $ | 495,750 | | | | | $ | 319,593 | | | |
-36%
|
| |||
| | | 4/5/2018 | | | | | | 308,989 | | | | | $ | 550,000 | | | | | $ | 170,098 | | | |
-69%
|
| |||
| | | 4/5/2018 | | | | | | 100,000 | | | | | $ | 178,000 | | | | | $ | 55,050 | | | |
-69%
|
| |||
| | | | |
|
Total
|
| | | |
|
885,502
|
| | | |
$
|
2,545,757
|
| | | |
$
|
772,389
|
| | |
-70%
|
|
|
MICHAEL S. BISHOP
|
| | | | 4/2/2015 | | | | | | 16,405 | | | | | $ | 250,012 | | | | | $ | 41,834 | | | |
-83%
|
|
| | | 4/7/2016 | | | | | | 54,348 | | | | | $ | 350,001 | | | | | $ | 61,970 | | | |
-82%
|
| |||
| | | 4/6/2017 | | | | | | 175,000 | | | | | $ | 262,500 | | | | | $ | 169,225 | | | |
-36%
|
| |||
| | | 4/5/2018 | | | | | | 168,539 | | | | | $ | 299,999 | | | | | $ | 92,781 | | | |
-69%
|
| |||
| | | 4/5/2018 | | | | | | 100,000 | | | | | $ | 178,000 | | | | | $ | 55,050 | | | |
-69%
|
| |||
| | | | |
|
Total
|
| | | |
|
514,292
|
| | | |
$
|
1,340,513
|
| | | |
$
|
420,860
|
| | |
-69%
|
|
|
JENNIFER D. ARASIMOWICZ
|
| | | | 4/7/2016 | | | | | | 9,473 | | | | | $ | 61,006 | | | | | $ | 12,746 | | | |
-79%
|
|
| | | 4/6/2017 | | | | | | 200,000 | | | | | $ | 300,000 | | | | | $ | 176,364 | | | |
-41%
|
| |||
| | | 4/5/2018 | | | | | | 168,539 | | | | | $ | 299,999 | | | | | $ | 92,781 | | | |
-69%
|
| |||
| | | 4/5/2018 | | | | | | 100,000 | | | | | $ | 178,000 | | | | | $ | 55,050 | | | |
-69%
|
| |||
| | | | |
|
Total
|
| | | |
|
478,012
|
| | | |
$
|
839,006
|
| | | |
$
|
336,940
|
| | |
-60%
|
|
|
Name
|
| |
Grant Date
|
| |
Quantity
Granted |
| |
Reported
Grant Date Value |
| |
Aggregate
Value Realized on Vesting(1) |
| |
% change from reported
value |
| ||||||||||||
|
ANTHONY F. RAUSEO
|
| | | | 4/2/2015 | | | | | | 16,405 | | | | | $ | 250,012 | | | | | $ | 41,834 | | | |
-83%
|
|
| | | 4/7/2016 | | | | | | 54,348 | | | | | $ | 350,001 | | | | | $ | 61,970 | | | |
-82%
|
| |||
| | | 4/6/2017 | | | | | | 175,000 | | | | | $ | 262,500 | | | | | $ | 169,225 | | | |
-36%
|
| |||
| | | 4/5/2018 | | | | | | 168,539 | | | | | $ | 299,999 | | | | | $ | 92,781 | | | |
-69%
|
| |||
| | | 4/5/2018 | | | | | | 100,000 | | | | | $ | 178,000 | | | | | $ | 55,050 | | | |
-69%
|
| |||
| | | | |
|
Total
|
| | | |
|
514,292
|
| | | |
$
|
1,340,513
|
| | | |
$
|
420,860
|
| | |
-69%
|
|
| American Superconductor | | | Hydrogenics | |
| Amyris | | | Maxwell Technologies | |
| Ballard Power Systems | | | Park Electrochemical | |
| Broadwind Energy | | | Plug Power | |
| Capstone Turbine | | | Revolution Lighting Technologies | |
| CECO Environmental | | | Thermon Group Holdings | |
| Clean Energy Fuels | | | Vicor | |
| Digi International | | | Vishay Precision Group | |
| EMCORE | | | Vivint Solar | |
| Enphase Energy | | | Westport Fuel Systems | |
| | | |
Base Salary Changes Effective July 2, 2018
|
| ||||||||||||||||||
|
Name
|
| |
2017 Base
($) |
| |
2018 Base
($) |
| |
Increase
($) |
| |
Increase
% |
| |||||||||
|
Mr. Bottone
|
| | | | 428,816 | | | | | | 475,000 | | | | | | 46,184 | | | |
10.7%
|
|
|
Mr. Bishop
|
| | | | 326,025 | | | | | | 350,000 | | | | | | 23,975 | | | |
7.3%
|
|
|
Ms. Arasimowicz
|
| | | | 300,000 | | | | | | 330,000 | | | | | | 30,000 | | | |
10.0%
|
|
|
Mr. Rauseo
|
| | | | 341,550 | | | | | | 360,000 | | | | | | 18,450 | | | |
5.4%
|
|
| | | |
2018 Long-Term Equity Incentive Awards
|
| ||||||||||||||||||
|
Name
|
| |
# Shares/
Units |
| |
Grant Date
Fair Value ($) |
| |
Vesting
Period |
| |
Vesting
Rate Per Year |
| |||||||||
|
Mr. Bottone
|
| | | | 308,989 | | | | | $ | 550,000 | | | | | | 3 years | | | |
33.3%
|
|
|
Mr. Bishop
|
| | | | 168,539 | | | | | $ | 299,999 | | | | | | 3 years | | | |
33.3%
|
|
|
Ms. Arasimowicz
|
| | | | 168,539 | | | | | $ | 299,999 | | | | | | 3 years | | | |
33.3%
|
|
|
Mr. Rauseo
|
| | | | 168,539 | | | | | $ | 299,999 | | | | | | 3 years | | | |
33.3%
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($) |
| |
Total
($) |
|||||||||||||||||
|
Arthur A. Bottone
President and Chief Executive Officer |
| |
2018
|
| | |
|
443,026
|
| | | |
|
—
|
| | | |
|
728,000
|
| | | |
|
—
|
| | | |
|
3,141
|
| | | |
|
1,174,167
|
|
2017
|
| | |
|
428,816
|
| | | |
|
—
|
| | | |
|
495,750
|
| | | |
|
282,000
|
| | | |
|
3,016
|
| | | |
|
1,209,582
|
|||
|
2016
|
| | |
|
426,414
|
| | | |
|
—
|
| | | |
|
661,000
|
| | | |
|
192,967
|
| | | |
|
4,026
|
| | | |
|
1,284,406
|
|||
|
Michael S. Bishop
Senior Vice President, Chief Financial Officer and Treasurer |
| |
2018
|
| | |
|
333,402
|
| | | |
|
—
|
| | | |
|
478,000
|
| | | |
|
—
|
| | | |
|
10,076
|
| | | |
|
821,478
|
|
2017
|
| | |
|
318,392
|
| | | |
|
—
|
| | | |
|
262,500
|
| | | |
|
125,520
|
| | | |
|
4,572
|
| | | |
|
710,894
|
|||
|
2016
|
| | |
|
307,904
|
| | | |
|
—
|
| | | |
|
350,000
|
| | | |
|
78,750
|
| | | |
|
4,255
|
| | | |
|
740,909
|
|||
|
Jennifer D. Arasimowicz(3)
Senior Vice President, General Counsel and Corporate Secretary |
| |
2018
|
| | |
|
309,231
|
| | | |
|
—
|
| | | |
|
478,000
|
| | | |
|
—
|
| | | |
|
7,433
|
| | | |
|
794,664
|
|
2017
|
| | |
|
254,615
|
| | | |
|
—
|
| | | |
|
300,000
|
| | | |
|
115,500
|
| | | |
|
2,615
|
| | | |
|
672,730
|
|||
|
Anthony F. Rauseo
Senior Vice President and Chief Operating Officer |
| |
2018
|
| | |
|
347,227
|
| | | |
|
—
|
| | | |
|
478,000
|
| | | |
|
—
|
| | | |
|
4,625
|
| | | |
|
829,852
|
|
2017
|
| | |
|
333,554
|
| | | |
|
—
|
| | | |
|
262,500
|
| | | |
|
131,497
|
| | | |
|
4,933
|
| | | |
|
732,484
|
|||
|
2016
|
| | |
|
325,546
|
| | | |
|
—
|
| | | |
|
350,000
|
| | | |
|
82,500
|
| | | |
|
5,873
|
| | | |
|
763,919
|
| | | |
Estimated Future Payouts Under Incentive
Compensation Awards(1) |
| |
All Other
Stock Awards: Number of Units (#)(2) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(3) |
||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
Non-Equity Incentive Comp ($) |
| |
Target
Non-Equity Incentive Comp ($) |
| |
Maximum
Non-Equity Incentive Comp ($) |
| ||||||||||||||||||||||
| Arthur A. Bottone | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Incentive Award for Fiscal 2018
|
| | |
|
—
|
| | | |
|
213,750
|
| | | |
|
427,500
|
| | | |
|
534,375
|
| | | |
|
—
|
| | | |
|
—
|
|
Restricted Stock Unit Award (Special)
|
| | |
|
4/5/2018
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
100,000(4)
|
| | | |
|
178,000
|
|
Restricted Stock Unit Award (Annual)
|
| | |
|
4/5/2018
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
308,989(5)
|
| | | |
|
550,000
|
| Michael S. Bishop | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Incentive Award for Fiscal 2018
|
| | |
|
—
|
| | | |
|
87,500
|
| | | |
|
175,000
|
| | | |
|
218,750
|
| | | |
|
—
|
| | | |
|
—
|
|
Restricted Stock Unit Award (Special)
|
| | |
|
4/5/2018
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
100,000(4)
|
| | | |
|
178,000
|
|
Restricted Stock Unit Award (Annual)
|
| | |
|
4/5/2018
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
168,539(5)
|
| | | |
|
299,999
|
| | | |
Estimated Future Payouts Under Incentive
Compensation Awards(1) |
| |
All Other
Stock Awards: Number of Units (#)(2) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(3) |
||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
Non-Equity Incentive Comp ($) |
| |
Target
Non-Equity Incentive Comp ($) |
| |
Maximum
Non-Equity Incentive Comp ($) |
| ||||||||||||||||||||||
| Jennifer D. Arasimowicz | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Incentive Award for Fiscal 2018
|
| | | | — | | | | | | 82,500 | | | | | | 165,000 | | | | | | 206,250 | | | | | | — | | | | | | — |
|
Restricted Stock Unit Award (Special)
|
| | | | 4/5/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000(4) | | | | | | 178,000 |
|
Restricted Stock Unit Award (Annual)
|
| | | | 4/5/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 168,539(5) | | | | | | 299,999 |
| Anthony F. Rauseo | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Incentive Award for Fiscal 2018
|
| | | | — | | | | | | 90,000 | | | | | | 180,000 | | | | | | 225,000 | | | | | | — | | | | | | — |
|
Restricted Stock Unit Award (Special)
|
| | | | 4/5/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000(4) | | | | | | 178,000 |
|
Restricted Stock Unit Award (Annual)
|
| | | | 4/5/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 168,539(5) | | | | | | 299,999 |
| | | |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Un-exercisable |
| |
Option
Exercise Price ($) |
| |
Option Grant
Date |
| |
Option
Expiration Date |
| |
Stock Award
Grant Date(1) |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(2) |
||||||||
|
Arthur A. Bottone
|
| | | | | | | | | | | | | | | | | | | 4/02/2015 | | | | | | 10,841 | | | | | | 9,215 |
|
|
| |
|
| |
|
| |
|
| |
|
| | | | 4/07/2016 | | | | | | 51,320 | | | | | | 43,622 | |||
| | | | | | | | | | | | | | | | | | 4/06/2017 | | | | | | 220,334 | | | | | | 187,284 | |||
|
|
| |
|
| |
|
| |
|
| |
|
| | | | 4/05/2018 | | | | | | 308,989 | | | | | | 262,641 | |||
| | | | | | | | | | | | | | | | | | 4/05/2018 | | | | | | 100,000 | | | | | | 85,000 |
| | | |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Un-exercisable |
| |
Option
Exercise Price ($) |
| |
Option Grant
Date |
| |
Option
Expiration Date |
| |
Stock Award
Grant Date(1) |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(2) |
||||||||
|
Michael S. Bishop
|
| | | | | | | | | | | | | | | | | | | 4/02/2015 | | | | | | 4,101 | | | | | | 3,486 |
|
|
| |
|
| |
|
| |
|
| |
|
| | | | 4/07/2016 | | | | | | 27,174 | | | | | | 23,098 | |||
| | | | | | | | | | | | | | | | | | 4/06/2017 | | | | | | 116,667 | | | | | | 99,167 | |||
|
|
| |
|
| |
|
| |
|
| |
|
| | | | 4/05/2018 | | | | | | 168,539 | | | | | | 143,258 | |||
| | | | | | | | | | | | | | | | | | 4/05/2018 | | | | | | 100,000 | | | | | | 85,000 | |||
|
Jennifer D. Arasimowicz
|
| | | | | | | | | | | | | | | | | | | 4/07/2016 | | | | | | 4,737 | | | | | | 4,026 |
|
|
| |
|
| |
|
| |
|
| |
|
| | | | 4/06/2017 | | | | | | 150,000 | | | | | | 127,500 | |||
| | | | | | | | | | | | | | | | | | 4/05/2018 | | | | | | 168,539 | | | | | | 143,258 | |||
| | | |
|
| |
|
| |
|
| |
|
| | | | 4/05/2018 | | | | | | 100,000 | | | | | | 85,000 | |||
|
Anthony F. Rauseo
|
| | | | | | | | | | | | | | | | | | | 4/02/2015 | | | | | | 4,101 | | | | | | 3,486 |
|
|
| |
|
| |
|
| |
|
| |
|
| | | | 4/07/2016 | | | | | | 27,174 | | | | | | 23,098 | |||
| | | | | | | | | | | | | | | | | | 4/06/2017 | | | | | | 116,667 | | | | | | 99,167 | |||
|
|
| |
|
| |
|
| |
|
| |
|
| | | | 4/05/2018 | | | | | | 168,539 | | | | | | 143,258 | |||
| | | | | | | | | | | | | | | | | | 4/05/2018 | | | | | | 100,000 | | | | | | 85,000 |
| | | |
Option Awards
|
| |
Stock Awards(1)
|
|||||||||||||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($)(2) |
|||||||||||
|
Arthur A. Bottone
|
| | | | N/A | | | | | | N/A | | | | | | 149,897(3) | | | | | | 270,434 |
|
Michael S. Bishop
|
| | | | N/A | | | | | | N/A | | | | | | 77,958(4) | | | | | | 140,756 |
|
Jennifer D. Arasimowicz
|
| | | | N/A | | | | | | N/A | | | | | | 52,368(5) | | | | | | 94,404 |
|
Anthony F. Rauseo
|
| | | | N/A | | | | | | N/A | | | | | | 78,387(6) | | | | | | 141,506 |
|
Executive Payments and Benefits(1)
|
| |
Termination without Cause
or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following
Change in Control of the Company ($)(2) |
||||||||
| Accelerated vesting: | | | | | | | | | | | | | | | | | |
|
Stock options(3)
|
| | | | — | | | | | | — | | | | | | — |
|
Restricted Shares/Stock Units(3)(4)
|
| | | | — | | | | | | — | | | | | | 587,761 |
| Payment for annual incentive award | | | | | — | | | | | | — | | | | | | — |
| Continued Health Insurance Premiums(5) | | | | | 29,687 | | | | | | — | | | | | | 44,531 |
| Severance payment(6) | | | | | 1,379,089 | | | | | | — | | | | | | 1,379,089 |
|
TOTAL
|
| | | | 1,408,776 | | | | | | — | | | | | | 2,011,381 |
|
Executive Payments and Benefits(1)
|
| |
Termination without
Cause or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following
Change in Control of the Company ($)(2) |
||||||||
| Accelerated vesting: | | | | | | | | | | | | | | | | | |
|
Stock options(3)
|
| | | | — | | | | | | — | | | | | | — |
|
Restricted Shares/Stock Units(3)(4)
|
| | | | — | | | | | | — | | | | | | 354,009 |
| Payment for annual incentive award | | | | | — | | | | | | — | | | | | | — |
| Continued Health Insurance Premiums(5) | | | | | 12,952 | | | | | | — | | | | | | 25,904 |
| Severance payment(6) | | | | | 175,000 | | | | | | — | | | | | | 437,365 |
|
TOTAL
|
| | | | 187,952 | | | | | | — | | | | | | 817,278 |
|
Executive Payments and Benefits(1)
|
| |
Termination without
Cause or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following
Change in Control of the Company ($)(2) |
||||||||
| Accelerated vesting: | | | | | | | | | | | | | | | | | |
|
Stock options(3)
|
| | | | — | | | | | | — | | | | | | — |
|
Restricted Shares/Stock Units(3)(4)
|
| | | | — | | | | | | — | | | | | | 359,785 |
| Payment for annual incentive award | | | | | | | | | | | | | | | | | |
| Continued Health Insurance Premiums(5) | | | | | 14,844 | | | | | | — | | | | | | 29,687 |
| Severance payment(6) | | | | | 165,000 | | | | | | — | | | | | | 445,500 |
|
TOTAL
|
| | | | 179,844 | | | | | | — | | | | | | 834,972 |
|
Executive Payments and Benefits(1)
|
| |
Termination without
Cause or Resignation for Good Reason ($)(2) |
| |
Death or
Disability ($)(2) |
| |
Following
Change in Control of the Company ($)(2) |
||||||||
| Accelerated vesting: | | | | |