FUELCELL ENERGY INC, DEF 14A filed on 2/21/2025
Proxy Statement (definitive)
v3.25.0.1
Document and Entity Information
12 Months Ended
Oct. 31, 2024
Document and Entity Information [Abstract]  
Document Type DEF 14A
Entity Registrant Name FuelCell Energy, Inc.
Entity Central Index Key 0000886128
Amendment Flag false
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2022
Oct. 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Value of Initial Fixed $100

Investment Based On:

Average

Summary

Average

(Company

Summary

Compensation

Compensation

Selected

Fiscal

Compensation

Compensation

Table Total for

Actually Paid to

Peer

Measure)

Year

Table Total for

Actually Paid to

Non-PEO NEOs

Non-PEO NEOs

Company

Group TSR

Net Loss ($in

Revenue ($)

(a)

    

PEO ($) (b)

    

PEO ($) (b)(c)

    

($) (d)

    

($) (d) (e)

    

TSR ($) (f)

    

($) (g)

    

millions) (h)

    

(i)

2024

4,165,643

817,719

1,400,560

562,259

17

72

(156,778)

112,132

2023

4,811,321

1,442,474

1,421,886

660,598

55

71

(108,056)

123,394

2022

 

2,458,801

 

(3,687,206)

 

1,393,423

 

581,404

156

120

 

(147,232)

 

130,484

2021

 

3,585,248

 

11,728,338

 

1,235,462

 

2,386,582

400

164

 

(101,025)

 

69,585

(a)This statement includes four fiscal years (2021, 2022, 2023 and 2024) rather than five because this is a transition year for the new regulation.
(b)The principal executive officer (“PEO”) is Jason Few for all years shown.
(c)Compensation actually paid (“CAP”) to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates.

Fiscal Year

    

2021

2022

    

2023

    

2024

Summary Compensation Table (“SCT”) Total Compensation ($)

 

3,585,248

2,458,801

 

4,811,321

 

4,165,643

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)

 

(2,641,264)

(1,306,250)

 

(3,732,622)

 

(3,020,681)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($)

 

4,073,169

434,375

 

900,689

 

602,364

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)

 

6,657,887

(1,833,203)

 

(142,382)

 

(483,437)

Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($)

 

 

 

Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)

 

53,298

(3,440,929)

 

(394,532)

 

(446,170)

Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)

 

 

 

Compensation Actually Paid ($)

 

11,728,338

(3,687,206)

 

1,442,474

 

817,719

(d)The following Non-PEO NEOs are included in the average figures shown: 2021 includes Mr. Bishop, Mr. Dolger, Mr. Lisowski, Anthony Leo (the Company’s former Executive Vice President and Chief Technology Officer) and Jennifer Arasimowicz (the Company’s former Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary) and for 2022, 2023 and 2024 includes Mr. Bishop, Mr. Dolger, Mr. Lisowski and Mr. Feasel.
(e)CAP to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates.

Fiscal Year

    

2021

2022

    

2023

    

2024

Non-PEO NEOs

 

See column (d)
note above

See column (d)
note above

 

See column (d)
note above

 

See column (d)
note above

Average SCT Total Compensation ($)

 

1,235,462

1,393,423

 

1,421,886

 

1,400,560

Less: Average Stock and Option Award Values Reported in SCT for the Covered Year ($)

 

(654,102)

(697,361)

 

(799,382)

 

(777,430)

Plus: Average Fair Value for Stock and Option Awards Granted in the Covered Year ($)

 

939,440

256,623

 

187,271

 

155,030

Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)

 

777,820

(336,736)

 

(87,520)

 

(103,535)

Average Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($)

 

 

 

Average Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)

 

87,963

(34,544)

 

(61,657)

 

(112,366)

Less: Average Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)

 

 

 

Average Compensation Actually Paid ($)

 

2,386,582

581,404

 

660,598

 

562,259

(f)   Represents our TSR calculated from October 31, 2020 for the measurement periods ending October 31 of each of 2021, 2022, 2023 and 2024, respectively.

(g)  Represents the peer group TSR calculated from October 31, 2020 for the measurement periods ending on October 31 of each of 2021, 2022, 2023 and 2024, respectively. The peer group used for this purpose is the following published industry index: NASDAQ Clean Edge Green Energy Total Return Index.

(h)   Reflects “Net Loss” in the Company’s audited financial statements included in the Company’s Annual Reports on Form 10-K for each of the years ended October 31, 2021, 2022, 2023 and 2024.

(i)   The Company-selected measure is “Revenue” in the Company’s audited financial statements included in the Company’s Annual Reports on Form 10-K for each of the years ended October 31, 2021, 2022, 2023 and 2024.

     
Company Selected Measure Name Revenue      
Named Executive Officers, Footnote
(b)The principal executive officer (“PEO”) is Jason Few for all years shown.
     
Peer Group Issuers, Footnote

(g)  Represents the peer group TSR calculated from October 31, 2020 for the measurement periods ending on October 31 of each of 2021, 2022, 2023 and 2024, respectively. The peer group used for this purpose is the following published industry index: NASDAQ Clean Edge Green Energy Total Return Index.

     
PEO Total Compensation Amount $ 4,165,643 $ 4,811,321 $ 2,458,801 $ 3,585,248
PEO Actually Paid Compensation Amount $ 817,719 1,442,474 (3,687,206) 11,728,338
Adjustment To PEO Compensation, Footnote
(c)Compensation actually paid (“CAP”) to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates.

Fiscal Year

    

2021

2022

    

2023

    

2024

Summary Compensation Table (“SCT”) Total Compensation ($)

 

3,585,248

2,458,801

 

4,811,321

 

4,165,643

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)

 

(2,641,264)

(1,306,250)

 

(3,732,622)

 

(3,020,681)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($)

 

4,073,169

434,375

 

900,689

 

602,364

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)

 

6,657,887

(1,833,203)

 

(142,382)

 

(483,437)

Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($)

 

 

 

Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)

 

53,298

(3,440,929)

 

(394,532)

 

(446,170)

Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)

 

 

 

Compensation Actually Paid ($)

 

11,728,338

(3,687,206)

 

1,442,474

 

817,719

     
Non-PEO NEO Average Total Compensation Amount $ 1,400,560 1,421,886 1,393,423 1,235,462
Non-PEO NEO Average Compensation Actually Paid Amount $ 562,259 660,598 581,404 2,386,582
Adjustment to Non-PEO NEO Compensation Footnote
(d)The following Non-PEO NEOs are included in the average figures shown: 2021 includes Mr. Bishop, Mr. Dolger, Mr. Lisowski, Anthony Leo (the Company’s former Executive Vice President and Chief Technology Officer) and Jennifer Arasimowicz (the Company’s former Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary) and for 2022, 2023 and 2024 includes Mr. Bishop, Mr. Dolger, Mr. Lisowski and Mr. Feasel.
(e)CAP to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates.

Fiscal Year

    

2021

2022

    

2023

    

2024

Non-PEO NEOs

 

See column (d)
note above

See column (d)
note above

 

See column (d)
note above

 

See column (d)
note above

Average SCT Total Compensation ($)

 

1,235,462

1,393,423

 

1,421,886

 

1,400,560

Less: Average Stock and Option Award Values Reported in SCT for the Covered Year ($)

 

(654,102)

(697,361)

 

(799,382)

 

(777,430)

Plus: Average Fair Value for Stock and Option Awards Granted in the Covered Year ($)

 

939,440

256,623

 

187,271

 

155,030

Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)

 

777,820

(336,736)

 

(87,520)

 

(103,535)

Average Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($)

 

 

 

Average Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)

 

87,963

(34,544)

 

(61,657)

 

(112,366)

Less: Average Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)

 

 

 

Average Compensation Actually Paid ($)

 

2,386,582

581,404

 

660,598

 

562,259

     
Tabular List, Table

As described in greater detail in the section above entitled “Compensation Discussion and Analysis”, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected to incentivize our NEOs. The five operating performance measures listed below represent the most important metrics we used to link CAP to financial performance for fiscal year 2024, as further described in the section above entitled “Compensation Discussion and Analysis”.

Most Important Performance Measures

1. Total Revenue

2. Order Bookings

3. Total Unrestricted Cash

4. Adjusted EBITDA

5. Total Reportable Injury Rate

     
Total Shareholder Return Amount $ 17 55 156 400
Peer Group Total Shareholder Return Amount 72 71 120 164
Net Income (Loss) $ (156,778,000,000) $ (108,056,000,000) $ (147,232,000,000) $ (101,025,000,000)
Company Selected Measure Amount 112,132 123,394 130,484 69,585
PEO Name Jason Few      
Measure:: 1        
Pay vs Performance Disclosure        
Name Total Revenue      
Non-GAAP Measure Description

(i)   The Company-selected measure is “Revenue” in the Company’s audited financial statements included in the Company’s Annual Reports on Form 10-K for each of the years ended October 31, 2021, 2022, 2023 and 2024.

     
Measure:: 2        
Pay vs Performance Disclosure        
Name Order Bookings      
Measure:: 3        
Pay vs Performance Disclosure        
Name Total Unrestricted Cash      
Measure:: 4        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Measure:: 5        
Pay vs Performance Disclosure        
Name Total Reportable Injury Rate      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (3,020,681) $ (3,732,622) $ (1,306,250) $ (2,641,264)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 602,364 900,689 434,375 4,073,169
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (483,437) (142,382) (1,833,203) 6,657,887
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (446,170) (394,532) (3,440,929) 53,298
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (777,430) (799,382) (697,361) (654,102)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 155,030 187,271 256,623 939,440
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (103,535) (87,520) (336,736) 777,820
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (112,366) $ (61,657) $ (34,544) $ 87,963
v3.25.0.1
Award Timing Disclosure
12 Months Ended
Oct. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Compensation and Leadership Development Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee does not take into account material non-public information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Award Timing Method We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Compensation and Leadership Development Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation and Leadership Development Committee.
Award Timing MNPI Considered false
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Oct. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true