BLOOM ENERGY CORP, PRE 14A filed on 3/20/2025
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Bloom Energy Corp
Entity Central Index Key 0001664703
v3.25.1
Pay vs Performance Disclosure
number in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Summary
Compensation
Table Total for
PEO(1)
($)
Compensation
Actually Paid to
PEO(2)
($)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)
($)
Value of Initial Fixed $100
Investment Based On:
GAAP Net
Income(7)
($000s))
Product and
Service
Revenue(8)
($000s))
Year
Total
Stockholder
Return(5)
($)
Peer Group
Total
Stockholder
Return(6)
($)
202444,961,745 39,968,710 3,755,269 6,588,509 297.13 141.58 (29,227)1,298,695 
20231,704,008 (2,904,929)2,781,556 (394,261)198.13 174.51 (302,116)1,158,300 
20222,632,248 (1,564,752)4,924,026 4,429,158 255.96 193.70 (301,408)1,031,618 
202134,210,000 45,039,705 5,309,245 4,000,340 293.57 277.30 (164,445)807,696 
20206,848,915 49,829,957 1,996,900 9,054,716 383.67 284.83 (157,553)628,266 
       
Company Selected Measure Name Product and Service Revenue        
Named Executive Officers, Footnote The dollar amounts reported are the amounts of total compensation for our PEO, KR Sridhar, for each of 2024, 2023, 2022, 2021, and 2020.The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Messrs. Cameron, Berenbaum, Chitoori, and Berenbaum and Ms. Soderberg, (ii) for 2023, Messrs. Cameron, Brooks, and Griffiths and Mses. Moore and Soderberg; (iii) for 2022, Messrs. Cameron and Griffiths, Mses. Moore and Soderberg; (iv) for 2021, Messrs. Cameron, Griffiths, Brooks, and Venkataraman; and (v) for 2020, Messrs. Cameron, Venkataraman, and Furr, and Mses. Brennan and Soderberg. In 2023, Mr. Brooks, Mr. Griffiths, and Ms. Moore each received compensation for a portion of the year given their departures; as a result, average summary compensation for the non-PEO NEOs was considerably lower than in a typical year.        
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each     period for which a return is indicated. 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 $ 44,961,745 $ 1,704,008 $ 2,632,248 $ 34,210,000 $ 6,848,915
PEO Actually Paid Compensation Amount $ 39,968,710 (2,904,929) (1,564,752) 45,039,705 49,829,957
Adjustment To PEO Compensation, Footnote The dollar amounts reported represent the amount of “Compensation Actually Paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
Year
Reported Summary
Compensation
Table Total for PEO
($)
Deduct Reported
Value of Equity Awards(a)
($)
Add (or Deduct) Equity
Award Adjustments(b)
($)
Compensation
Actually Paid to PEO
($)
202444,961,745 (42,394,800)37,401,765 39,968,710 
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the 2024 Summary Compensation Table for the applicable year.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
the Fiscal Year
($)
Year over Year
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
 Prior Years
($)
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in
the Year
($)
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in
the Year
($)
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in
Fair Value
($)
Total
Equity
Award
Adjustments
($)
202451,083,000 (1,739,842)7,038,000 (4,529,356)(14,450,036)37,401,765 
       
Non-PEO NEO Average Total Compensation Amount $ 3,755,269 2,781,556 4,924,026 5,309,245 1,996,900
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,588,509 (394,261) 4,429,158 4,000,340 9,054,716
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to
average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
Year
Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
($)
Deduct
Average
Reported
Value of
Equity Awards
($)
Add (or Deduct)
Average Equity Award
Adjustments
(a)
($)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
20243,755,269 (2,673,975)5,507,214 6,588,509 
(i)The amounts deducted or added in calculating the total average equity award adjustments are as follows: 
Year
Average
Year End Fair
Value of Outstanding and Unvested Equity
Awards
Granted in the
Fiscal Year
($)
Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
($)
Average
Fair Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
the Year
($)
Year over Year
Average Change
in Fair Value
of Equity Awards
Granted in
Prior Years
that Vested
in the Year
($)
Average Fair
Value at the
End of the
Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
($)
Average Value
of Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value
($)
Total
Average
Equity
Award
Adjustments
($)
20245,780,496 143,757 — (174,362)(242,677)— 5,507,214 
       
Compensation Actually Paid vs. Total Shareholder Return
Bloom Energy Corp CAP vs TSR
6597069794565
 02_PRO012967_legend_bloom energy_PEO CAP .jpg 
PEO CAP - Sridhar, KR
 02_PRO012967_legend_bloom energy_NEO CAP  .jpg 
Avg NEO CAP
02_PRO012967_legend_bloom energy_TSR.jpg
BE TSR
02_PRO012967_icon_legends.jpg
NASDAQ Clean Edge Green Energy Total Return Index TSR
       
Compensation Actually Paid vs. Net Income
Bloom Energy Corp CAP vs Net Income
31885837233435
 02_PRO012967_legend_bloom energy_PEO CAP .jpg 
PEO CAP - Sridhar, KR
 02_PRO012967_legend_bloom energy_NEO CAP  .jpg 
Avg NEO CAP
02_PRO012967_legend_bloom energy_NASDAQ.jpg
Net Income
       
Compensation Actually Paid vs. Company Selected Measure
Bloom Energy Corp CAP vs Product and Service Revenue
31885837233532
 02_PRO012967_legend_bloom energy_PEO CAP .jpg 
PEO CAP - Sridhar, KR
 02_PRO012967_legend_bloom energy_NEO CAP  .jpg 
Avg NEO CAP
02_PRO012967_legend_bloom energy_NASDAQ.jpg
Product and Service Revenue
       
Tabular List, Table The most important financial performance measures used by the Company
to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Revenue (particularly Product and Service Revenue)
Non-GAAP gross margin
Non-GAAP operating income/loss
Cash flow from operations

       
Total Shareholder Return Amount $ 297.13 198.13 255.96 293.57 383.67
Peer Group Total Shareholder Return Amount 141.58 174.51 193.70 277.30 284.83
Net Income (Loss) $ (29,227,000) $ (302,116,000) $ (301,408,000) $ (164,445,000) $ (157,553,000)
Company Selected Measure Amount 1,298,695 1,158,300 1,031,618 807,696 628,266
PEO Name KR Sridhar        
Additional 402(v) Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis of this Proxy Statement.
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend         reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year (net income (loss) before portion attributable to redeemable noncontrolling interest and noncontrolling interest).The Company-selected measure is Product and Service Revenue, as described in our Compensation Discussion and Analysis section of this Proxy Statement above.As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, 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 based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue (particularly Product and Service Revenue)        
Measure:: 2          
Pay vs Performance Disclosure          
Name Non-GAAP gross margin        
Measure:: 3          
Pay vs Performance Disclosure          
Name Non-GAAP operating income/loss        
Measure:: 4          
Pay vs Performance Disclosure          
Name Cash flow from operations        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (42,394,800)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 37,401,765        
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 51,083,000        
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 (1,739,842)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,038,000        
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 (4,529,356)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (14,450,036)        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
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 (2,673,975)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,507,214        
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 5,780,496        
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 143,757        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
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 (174,362)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (242,677)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Pursuant to our equity award grant practices, grants of equity awards to our employees, including our executive officers, are made during specified time periods, but do not limit the authority of the Compensation Committee under the 2018 Plan. The Compensation Committee generally reviews and approves annual equity awards for our NEOs and other eligible employees in February, near the start of our fiscal year. This timing allows the Compensation Committee to grant equity awards at the beginning of the performance cycle while considering results from the previous cycle. The Compensation Committee may also grant equity awards at other times during the year for new hires, promotions, acquisitions or retention purposes. In accordance with our practice on equity grants and our 2018 Plan, the Compensation Committee has delegated limited authority to our CEO to approve grants to employees that are not designated officers pursuant to Section 16 of the Exchange Act (“Section 16 officers”). Such awards are granted on the 15th day (or the first trading day thereafter) of each month. The Compensation Committee or the Board must approve any equity awards to our Section 16 officers including the CEO. We do not backdate or retroactively grant equity awards. We generally schedule Board and Compensation Committee meetings at least a year in advance and, as noted above, generally make annual equity grants to our NEOs around the same time each year. We do not time our equity grants to coincide with earnings releases, major Company announcements, or market conditions, and do not consider material nonpublic information when determining the timing or terms of equity awards and do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Under our ESPP, equity grants are automatic on the 15th of February and the 15th of August each year.
Award Timing Method The Compensation Committee generally reviews and approves annual equity awards for our NEOs and other eligible employees in February, near the start of our fiscal year. This timing allows the Compensation Committee to grant equity awards at the beginning of the performance cycle while considering results from the previous cycle. The Compensation Committee may also grant equity awards at other times during the year for new hires, promotions, acquisitions or retention purposes. In accordance with our practice on equity grants and our 2018 Plan, the Compensation Committee has delegated limited authority to our CEO to approve grants to employees that are not designated officers pursuant to Section 16 of the Exchange Act (“Section 16 officers”). Such awards are granted on the 15th day (or the first trading day thereafter) of each month.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
Pursuant to our equity award grant practices, grants of equity awards to our employees, including our executive officers, are made during specified time periods, but do not limit the authority of the Compensation Committee under the 2018 Plan. The Compensation Committee generally reviews and approves annual equity awards for our NEOs and other eligible employees in February, near the start of our fiscal year. This timing allows the Compensation Committee to grant equity awards at the beginning of the performance cycle while considering results from the previous cycle. The Compensation Committee may also grant equity awards at other times during the year for new hires, promotions, acquisitions or retention purposes. In accordance with our practice on equity grants and our 2018 Plan, the Compensation Committee has delegated limited authority to our CEO to approve grants to employees that are not designated officers pursuant to Section 16 of the Exchange Act (“Section 16 officers”). Such awards are granted on the 15th day (or the first trading day thereafter) of each month. The Compensation Committee or the Board must approve any equity awards to our Section 16 officers including the CEO. We do not backdate or retroactively grant equity awards. We generally schedule Board and Compensation Committee meetings at least a year in advance and, as noted above, generally make annual equity grants to our NEOs around the same time each year. We do not time our equity grants to coincide with earnings releases, major Company announcements, or market conditions, and do not consider material nonpublic information when determining the timing or terms of equity awards and do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Under our ESPP, equity grants are automatic on the 15th of February and the 15th of August each year.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true