Bloom Energy Corp PRE 14A, filed Mar 21, 2022

Bloom Energy Corp (BE)

PRE 14A 2022-03-21 For: 2022-05-11

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☑		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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	Proposal	Board Vote Recommendation	For Further Details
1.	To elect the two Class I directors named in the Proxy Statement.	FOR each director nominee	Page 22
2.	To approve, on an advisory basis, the compensation of our named executive officers, as described in the Proxy Statement.	FOR One Year	Page 70
3.	To approve an amendment to our restated certificate of incorporation to increase the authorized shares of preferred stock from 10,000,000 to 20,000,000, and to increase the total authorized shares of capital stock from 1,210,000,000 to 1,220,000,000.	FOR	Page 71
4.	To approve an amendment to the choice of forum provisions in our restated certificate of incorporation to, among other things, align with the bylaws.	FOR	Page 73
5.	To approve an amendment and restatement of the Bloom Energy Corporation 2018 Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder by 10,000,000 shares.	FOR	Page 75
6.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.	FOR	Page 78

LETTER TO OUR STOCKHOLDERS		3
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		5
WHO WE ARE		7
2021 Highlights		7
ESG AT BLOOM		10
Introduction		10
ESG Management and Oversight		10
Our Employees		15
CORPORATE GOVERNANCE		22
Proposal 1 Election of Directors		22
Our Board and Governance Structure		30
Board’s Role and Responsibilities		38
Board Processes and Policies		40
Related-Party Transactions		42
Director Compensation		43
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		45
Additional Key Executives		47
EXECUTIVE COMPENSATION		48
Compensation Discussion and Analysis		48
COMPENSATION COMMITTEE REPORT		60
2021 Summary Compensation Table		61
2021 Grants of Plan-Based Awards Table		62
2021 Outstanding Equity Awards at Fiscal Year-End		63
2021 Option Exercises and Stock Vested Table		66
2021 Non-Qualified Deferred Compensation Table		66
Pension Benefits		67
Potential Payments on Termination or Change in Control		68
Proposal 2 Advisory Approval of Named Executive Officer Compensation		70
Proposal 3 Approval of an Amendment to our Restated Certificate of Incorporation to Increase the Authorized Shares of Preferred Stock		71
Proposal 4 Approval of an Amendment to the Choice of Forum Provisions in our Restated Certificate of Incorporation to, Among other Things, Align with the Bylaws		73

Proposal 5 Approval of an amendment and restatement of our 2018 ESPP to increase the number of shares authorized for issuance thereunder		75
AUDIT MATTERS		78
Proposal 6 Ratification of Appointment of Independent Registered Public Accounting Firm		78
Principal Accountant Fees and Services		80
Pre-Approval Policies and Procedures		80
Report of the Audit Committee of the Board of Directors		80
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		82
Directors and Executive Officers		83
Voting Agreements		84
Delinquent Section 16(a) Reports		84
Equity Compensation Plan Information		85
STOCKHOLDER PROPOSALS AND NOMINATIONS		86
Rule 14a-8 Stockholder Proposals		86
Stockholder Nominations and Other Proposals		86
ADJOURNMENT OF THE 2022 ANNUAL MEETING OF STOCKHOLDERL		86
USER’S GUIDE		87
Questions and Answers about These Proxy Materials, the Annual Meeting and Voting		87
OTHER MATTERS		92
APPENDIX A – UNAUDITED RECONCILIATIONS FROM GAAP TO NON-GAAP		A-1
APPENDIX B – BLOOM ENERGY CORPORATION 2018 EMPLOYEE STOCK PURCHASE PLAN		B-1

SIGNIFICANT INFORMATION IN THIS SECTION
Board Membership Criteria		23
Our Board		25
Director Skills and Experience		28
Director Independence		33
Board Leadership Structure		33
Stockholder Engagement		39
Related-Party Transactions		42


Electrolyzers	Hydrogen Fuel Cells	Biogas
We’re pioneering solid oxide technology to produce clean hydrogen using less electricity.	We’re leveraging our proven Energy Server technology to generate carbon-free electricity from hydrogen.	With our proven Energy Server, we’re harnessing the power of greenhouse gases to create clean energy from methane.


Certified Gas Responsibly-Sourced Gas	Carbon Capture	Marine
We’re collaborating with our partners to use responsibly - sourced natural gas and curb methane emissions.	When fueled by natural gas, our Energy Server produces a pure stream of CO₂, paving the way for efficient carbon capture.	Our highly efficient, fuel flexible Energy Server will be used to accelerate decarbonization at sea.

Total Acceptances
41.8% increase year-over-year	Despite the continued global challenges brought about by COVID-19, we operated as an essential business and were able to grow acceptances to a record 1,879 systems, or 188 megawatts, in 2021. This represents an increase of 41.8% year-over-year, driven by strong deliveries in both South Korea and the United States. An acceptance typically occurs when the system is turned on and is producing full power. For orders where one of our partners performs the installation, our acceptance criteria are different. Those acceptances are generally achieved when the systems are shipped or delivered to our partner. Upon acceptance, the customer order is moved from product backlog and is recognized as revenue. This performance represents a broad range of verticals including hospitals and healthcare, retail, utilities and energy, cloud services and data centers, educational institutions, food and beverage, government, technology, construction and transportation.

Revenue		Product & Service Revenue
22.4% increase year-over-year	We achieved record revenue of $972.2 million in 2021 compared with $794.2 million in 2020, an increase of 22.4% year-over-year.	28.6% increase year-over-year	We achieved product revenue of $663.5 and service revenue of $144.2 million; an increase of 28.6% year-over-year.

Backlog		EPS
228% increase year-over-year	We achieved record backlog of 6,549 systems as of the end of the fourth quarter of 2021, compared to 1,994 in 2020.	17% Improvement year-over-year	Earnings per share on a GAAP basis was ($0.95) in 2021 compared with ($1.14) in 2020, an improvement of $0.19 year-over-year.

Reputation
Risk: Reputation As the energy transition intensifies, industry, non-governmental organizations and policymakers may develop opposing viewpoints.			Opportunity: Reputation We believe we are well positioned as a thought leader on critical resilience and mitigation efforts. Continued delivery of community impact projects can provide a platform for stakeholder engagement with the potential for reputational enhancement. Pilot activity can demonstrate new operating models applicable beyond Bloom Energy.

Policy and Legal
Risk: Policy and Legal In some jurisdictions, local utility companies or the municipality have denied our request for utility service connection or have required us to alter the operating profile of certain projects. We may be subject to a heightened risk of regulation and a potential loss of certain enabling incentives. Our projects may also become subject to carbon pricing.			Opportunity: Policy and Legal New federal and state incentives for biogas, hydrogen and carbon capture and utilization and storage (“CCUS”) related energy projects are possible. The blending of renewable hydrogen into natural gas infrastructure is also being tested actively by several gas utilities domestically.

Physical Risks
Risk: Physical Risks We rely on a limited number of third-party suppliers for some of the raw materials and components for our Energy Servers. Our supply chain could be disrupted by severe weather events. Our offices and manufacturing facilities could be impacted by climate-driven severe weather. Similarly, our equipment in operation could be impacted by physical climate risks.			Opportunity: Physical Risks Climate-driven severe weather (including wildfires, hurricanes and winter storms) is expected to continue to intensify, straining grid operations and incentivizing resilient power solutions like our microgrids.


Audit Committee	●	Chair	IND Independent
Compensation and Organizational Development Committee	●	Member
Nominating, Governance and Public Policy Committee	★	Financial Expert


EMPHASIS ON PERFORMANCE-BASED INCENTIVES:
● A majority of the target compensation opportunity provided to our named executive officers is awarded in the form of cash incentives and equity awards for which the realized value varies based on the achievement of certain operating and financial metrics.


CEO PERFORMANCE AWARD:
● The CEO Performance Award is designed to ensure Mr. Sridhar’s retention, recognize his contributions to Bloom Energy and incentivize outperformance of performance operating metrics and key financial goals, and is intended to replace his ongoing annual equity awards for a five-year time period.


CHALLENGING PERFORMANCE OBJECTIVES:
● The Compensation Committee sets rigorous goals for our annual bonus plan that will be achieved only if we perform at a high level. Based on our performance in 2021, our named executive officers each earned a bonus of between 100% and 131.25% of their target bonuses for the year.


PERFORMANCE-BASED APPROACH TO LONG-TERM INCENTIVES:
● PSUs represent 40% of the target value granted to our named executive officers other than our CEO. The remaining long-term incentive value was granted in the form of time-based vesting RSUs. Based on our results in 2021, our named executive officers earned 75% of the target number of shares granted in 2021. The shares earned vest annually over three years.


NEW CHANGE IN CONTROL SEVERANCE AGREEMENTS:
● The Compensation Committee approved new Employment, Change in Control and Severance Agreements (the “CiC Agreements”) with certain of our executive officers, including with each of our named executive officers, to encourage their continued attention, dedication and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility or occurrence of a change of control of Bloom Energy.

Corporate Governance
Proposal 1	Election of Directors Stockholders are being asked to elect Class I directors Mary K. Bush and KR Sridhar, each for a three-year term.

		The Board of Directors unanimously recommends a vote FOR the election to the Board of Directors of each of the Class I director nominees.

	Public Company Board Experience	Service on a public company board allows directors to provide advice and perspective with respect to board dynamics and operations and provides valuable and relevant governance experience, including an understanding of the legal and regulatory landscape in which public companies operate, risk management, executive compensation and oversight responsibilities of the Board and its committees with respect to strategy, operations and compliance-related matters.
	Senior Leadership	Experience serving in executive positions, including as CEO, provides members of the Board with a practical understanding of enterprise structure, operations and management, including in core areas such as human resources, financial planning, strategic planning, risk management and compliance, and the know-how to identify and develop leadership in the management team, plan for succession, execute operationally and drive change and long -term growth.
	Global Business/ International	As we expand our reach globally, experience in entering and operating in new markets, including emerging markets, and the attendant business environments, economic conditions, cultural perspectives and risk management, is critical to our success.
	Financial/ Accounting/ Capital Markets	Our capital structure and operations include the use of debt instruments and financing arrangements as well as project finance activities, for our customer’s use of our Energy Servers and other project development. It is critical for the Board and the Audit Committee to have a sophisticated understanding of the capital markets, financing and funding operations relevant to Bloom Energy, energy project finance structures and accounting and financial reporting processes to advise on, and oversee, our project finance activities and other risk management.
	Manufacturing/ Operations	Because we develop and manufacture our Energy Servers, individuals with experience in manufacturing processes and operations, including supply chain management and scaling manufacturing operations for global growth, are valuable additions to the Board.
	Sales and Marketing	As we seek to continue to grow our bookings year over year and bring our Energy Server and our new products to new territories and markets, experience in the strategy and mechanics of sales and marketing, channel and partnership models and building brand awareness enables the Board to effectively oversee the expansion and scale of our business and development of our brand.
	Human Capital Management	We operate in a highly competitive employment market, and experience in attracting, motivating, developing and retaining qualified personnel and succession planning is particularly important to our future success. In addition, as a relatively new public company, experience in evolving compensation practices from private to public company status and evolving our culture to deliver on our growth strategy is critical to attracting and retaining personnel so directors with experience overseeing talent recruitment, development and retention and helping to shape and organization’s culture are a valuable asset to the Board.

	Government/ Public Policy/ Regulatory	The energy industry is heavily regulated, and Board members who have experience working within a regulatory framework bring valued experience and perspectives and assist the Board with its oversight responsibilities regarding Bloom’s legal and regulatory compliance and its engagement with regulatory authorities. Being able to anticipate changes in the regulatory scheme will better enable us to execute our strategic plan effectively. As a relatively new technology, government expertise at the federal and state level and experience developing and implementing policy will help us work constructively with governments around the world, which is critical as we attempt to develop legislation and a regulatory framework to enable adoption of our technology both in the United States and in select international markets.
	Energy	Individuals with energy industry experience are able to share with us their insight and experience with respect to strategic and operational matters related to a complex, heavily regulated and constantly changing energy industry. This includes experience in both the retail and wholesale energy markets as we expand both in the United States and in select international markets. Knowledge of the competitive landscape and energy companies provides valuable perspective as we consider partnerships and alliances in our go-to-market activities.
	Strategic Business Development	We continue to focus on growing our business in new states, new countries and new product markets. Our development of relationships with strategic domestic and international partners is critical to growing and developing our business and undertaking both new project and product development, and individuals with existing experience and relationships in business development give us valuable insight into the challenges and risks of such collaborations and partnerships and overcoming the same.
	Emerging Technology/ Business Model	As we have transitioned from a private company to a public company and developed and improved each generation of our Energy Server, and now enter a phase of introducing new products for new product markets, experience with emerging technologies, new product introductions and an attendant service business, and business model development has been, and continues to be, important for guiding our growth.
	Technology/ Science	Knowledge and experience in product development, materials science, chemistry and hardware development is crucial for our continuing development and innovation with respect to our products and to the evolution of our strategy as set forth in our growth levers. As an innovator in the fuel cell industry, our success depends on developing and investing in the continued evolution of our Energy Server Platform and technology experience has become increasingly important as we expand our product development and product markets.
	ESG/Sustainability	As an energy company, effective oversight and transparency regarding the risks and opportunities pertaining to climate change is critical to our growth and expected by our stockholders and stakeholders. Directors who have experience analyzing and responding to climate change, as well as assessing environmental compliance obligations and operations, can help us navigate the changing requirements around sustainability and reporting requirements.
	Cybersecurity/ Information Security	Directors who have experience managing cybersecurity and information security risks or who understand the cybersecurity threat landscape can provide valuable knowledge and guidance to the Board in its oversight of our cybersecurity risk management infrastructure.


Provision	What this refers to	How this aligns with stockholder interests
Dual class capital structure	Two classes of common stock, with Class A having 1 vote per share and Class B having 10 votes per share	Provides an environment for the first five years post-initial public offering (“IPO”), at which point the dual class sunsets automatically, in which our founder and CEO, Mr. Sridhar, can focus his and the management team’s attention on our long-term strategy and driving value for stockholders. The dual class structure sunsets in July 2023
Classified board	Directors serve three-year terms, with one-third of the Board (instead of the entire Board) elected at each annual meeting	Provides stability and continuity, permitting directors to develop and share institutional knowledge and focus on the long term. Encourages stockholders to engage directly with the Board and the management team regarding significant corporate transactions
Supermajority voting	Voting standard for most items is majority of votes cast, but two-thirds of the outstanding shares are needed to approve a limited number of items in our Restated Certificate of Incorporation	Protects against a small group of stockholders acting to amend our governing documents or to remove directors for reasons that may not be in the best interests of all stockholders
Plurality voting to elect directors	Directors are elected by a plurality of votes cast (instead of a majority of votes cast), meaning the nominees with the most votes are elected	Avoids potential disruption to the Board and management team as a result of a “failed election” in which a nominee does not achieve the votes necessary to be elected
Stockholders cannot call special meetings or act by written consent	Stockholders can propose business at each annual meeting (per our advance notice bylaws and Rule 14a-8), but cannot call a stockholder vote in between annual meetings	Protects against potential abuse by a limited number of stockholders who could act to further short-term special interests and avoids unnecessary diversion of Board and management time from executing on our long-term strategy

	Principle 2 Stockholders should be entitled to voting rights in proportion to their economic interest		● We currently have a dual class structure, with Class A common shares having 1 vote and Class B having 10 votes, in order to provide an environment in which our founder and CEO can focus the management team’s attention on long-term strategy for the initial years following our IPO ● However, recognizing the value of stockholders having voting rights in proportion to their economic interest over the long term, the dual class structure has a built-in sunset so that it ends automatically in July 2023, five years following our IPO, which is a shorter period than called for by the major U.S. proxy advisory firms
	Principle 3 Boards should be responsive to stockholders and be proactive in order to understand their perspectives		● We have a year-round engagement program where we proactively reach out to our stockholders in order to understand their perspectives, including one-on-one meetings as well as numerous IR touchpoints, such as our annual investor day ● Engagement topics included strategy, governance structure, executive compensation, succession planning and human capital management ● In response to stockholder feedback, over the last several years, we have, for example, simplified our quarterly reporting, moved to annual guidance, added an annual investor day and produced a Sustainability Report that aligns with TCDF and SASB disclosure principles
	Principle 4 Boards should have a strong, independent leadership structure		● Strong lead independent director with robust and transparent authority and responsibility ● Board considers appropriateness of its combined chair/CEO leadership structure at least annually ● All committees are composed of entirely independent directors. Each committee operates under a written charter approved by the full Board ● Executive sessions of independent directors are conducted regularly at Board and committee meetings
	Principle 5 Boards should adopt structures and practices that enhance their effectiveness		● We require a majority of the Board to be independent, but in practice, all of our directors other than the CEO are independent ● We are continuously focused on Board refreshment, with four new directors joining the Board since 2017, and we seek to build a Board whose skills and experiences can best support our long-term strategic direction and is comprised of directors that represent a diversity of viewpoints, backgrounds, experiences and other demographics ● Three of our directors (50% of the Board) are ethnically diverse and one of our directors (17% of the Board) is female, and we are committed to adding female directors to the Board in connection with future Board refreshment opportunities ● The Board, its committees and independent directors annually assess their performance through a self-evaluation conducted by an independent third party ● Limits on outside board service, with no director permitted to serve on more than five public company boards (including Bloom Energy), and directors who are public company CEOs not permitted to serve on more than three public company boards (including Bloom Energy) ● No restrictions on directors’ access to management or employees ● Board and Committees may hire outside advisors independent of management
	Principle 6 Boards should develop management incentive structures that are aligned with the long-term strategy of the company		● The Compensation Committee annually reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies ● A majority of target compensation for our named executive officers is awarded in the form of cash and equity incentives tied to specific financial and operating performance measures designed to drive long-term stockholder value ● In 2021, our CEO was awarded a five-year grant, with 80% of the grant performance based, with 30% of that based on financial targets and 50% based on achievement of stock price goals ● Performance-based stock units represent 80% of the target long-term incentive value granted to our CEO and 40% of the target value granted to our other named executive officers ● We incorporate a number of risk mitigation features into our executive compensation program, including stock ownership guidelines, clawback provisions and anti-hedging and anti-pledging policies

Has the primary responsibility for evaluating strategic and operational risk management
▲	▲	▲

AUDIT COMMITTEE Financial statements and internal controls and reporting Compliance, regulatory and litigation Cybersecurity, data privacy and data security Credit and liquidity and capital allocations Ethics, related parties and conflicts of interest	COMPENSATION AND ORGANIZATIONAL DEVELOPMENT COMMITTEE Compensation and benefits Succession planning Human capital management Recruiting and retention Workplace safety	NOMINATING, GOVERNANCE AND PUBLIC POLICY COMMITTEE Corporate governance ESG and sustainability Public policy Social responsibility Stockholder activism

▲	▲	▲
MANAGEMENT The Board, in consultation with each of its committees, oversees our management in exercising its responsibility of managing risk. Members of our executive and senior management team are responsible for implementation of our day-to-day risk management processes. This includes identifying risk and risk controls related to significant business activities and developing programs and recommendations to determine the sufficiency of risk identification and the appropriate manner in which to manage the risk. Management informs the oversight responsibility of the Board and committees through regular reports. We have established robust standards of business conduct that apply to our employees and partners globally and provide numerous methods for employees to elevate risk concerns directly to management or through anonymous channels.

●	Restated Certificate of Incorporation
●	Amended and Restated Bylaws
●	Corporate Governance Guidelines
●	Global Code of Business Conduct and Ethics
●	Audit Committee Charter
●	Compensation Committee Charter
●	Nominating Committee Charter

●	any transaction with another company for which a related person’s only relationship is as an employee (but not an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the amount involved does not exceed the greater of $120,000 or 2% of that company’s consolidated gross revenues;
●	any charitable contribution, grant or endowment by Bloom Energy to a charitable organization, foundation, or university for which a related person’s only relationship is as an employee (but not an executive officer) or a director, if the amount involved does not exceed the lesser of $120,000 or 2% of the consolidated gross revenues of such charitable organization, foundation or university, or any non-discretionary matching contribution, grant or endowment made by a matching gift program;
●	compensation to executive officers determined by the Compensation Committee;
●	compensation to directors determined by the Board;
●	transactions in which all security holders receive proportional benefits;
●	any transaction (i) where the rates or charges involved are determined by competitive bids; (ii) involving the rendering of services as a common or contract carrier or public utility, at rates or charges fixed in conformity with law or governmental authority; or (iii) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services;
●	ordinary course business travel and expenses, advances and reimbursements; and
●	indemnification payments and other payments made pursuant to (i) directors and officers insurance policies, (ii) Bloom Energy’s Certificate of Incorporation or Bylaws, and/or (iii) any policy, agreement or instrument approved by the Board

General Board Service
Board service	$	70,000
Lead independent director		25,000
Committee Service
Audit Committee
Chair*		30,000
Member		15,000
Compensation and Organizational Development Committee
Chair		20,000
Member		10,000
Nominating, Governance and Public Policy Committee
Chair		15,000
Member		5,000

	* Ms. Bush receives $40,000 for her service as the Chair of the Audit Committee. This amount was established before we adopted our non-employee director compensation policy, and the Board determined that her compensation as Audit Committee Chair should remain at the previously established amount for as long as she serves in that capacity or until the Board determines otherwise.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	All Other Compensation ($)	Total ($)
Michael Boskin	85,000	199,994	—	284,994
Mary K. Bush	105,000	199,994	—	304,994
John T. Chambers	75,000	199,994	—	274,994
L. John Doerr⁽²⁾	25,769	—	—	25,769
Jeffrey Immelt	99,341	224,981	—	324,322
Colin L. Powell⁽³⁾⁽⁴⁾	62,908	199,994	95,071	357,973
Scott Sandell⁽⁵⁾	90,000	199,994	—	289,994
Eddy Zervigon	95,000	199,994	—	294,994
⁽¹⁾The amounts reported represent the aggregate grant date fair value of RSUs granted to each of our qualifying directors as computed in accordance with ASC 718. See Notes 2 and 10 of the notes to our consolidated financial statements contained in our Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. As of December 31, 2021, non-employee directors who served on the Board during 2021 had the following outstanding equity awards: Dr. Boskin, 10,357 RSUs; Ms. Bush, 10,357 RSUs and 50,000 stock options; Mr. Chambers, 10,357 RSUs; Mr. Immelt, 11,651 RSUs; Mr. Sandell, 10,357 RSUs; and Mr. Zervigon, 10,357 RSUs. ⁽²⁾Mr. Doerr resigned from the Board as of April 13, 2021 and did not stand for re-election at the 2021 Annual Meeting. ⁽³⁾General Powell’s service on the Board terminated upon his passing on October 18, 2021. As of October 18, 2021, General Powell received $95,071 of compensation pursuant to a consulting agreement with Bloom Energy, which amount is reflected in the “All Other Compensation” column. General Powell also received $7,989 as an advisor to the Compensation Committee and $3,995 as an advisor to the Nominating Committee, which amounts are reflected in the “Fees Earned or Paid in Cash” column. ⁽⁴⁾Upon the passing of General Powell, the Board approved an acceleration of his outstanding RSUs as of October 18, 2021, which was the annual grant he received in May 2021 that would have vested on the date of 2022 Annual Meeting. The modification of this RSU award resulted in an additional compensation expense of $136,757 and is not included in the table. In addition, the Board approved the modification of one unexercised stock option to extend the exercise period until October 18, 2023. The modification of this stock option award resulted in an additional compensation expense of $167,233 and is not included in the table. ⁽⁵⁾Mr. Sandell elected to defer 100% of his cash compensation in 2021 in order to receive a distribution of deferred stock units on or about January 3, 2022.

●	KR Sridhar, Founder, CEO and Chairman
●	Gregory Cameron, Executive Vice President and CFO
●	Swaminathan Venkataraman, Executive Vice President of Engineering and Chief Technology Officer
●	Glen Griffiths, Executive Vice President, Operations and Services, Quality, Reliability and EH&S
●	Guillermo “Billy” Brooks, Executive Vice President, Americas - Sales

●	Emphasis on Performance-Based Incentives: A majority of the target compensation opportunity provided to our named executive officers is awarded in the form of cash incentives and equity awards for which the realized value varies based on the achievement of certain operating and financial metrics.
●	CEO Performance Award: The CEO Performance Award is designed to ensure Mr. Sridhar’s retention, recognize his contributions to Bloom Energy and incentivize outperformance of performance operating metrics and key financial goals, and is intended to replace his ongoing annual equity awards for a five-year time period.
●	Challenging Performance Objectives: The Compensation Committee sets rigorous goals for our annual bonus plan that will be achieved only if we perform at a high level. Based on our performance in 2021, our named executive officers each earned a bonus of between 100% and 131.25% of their target bonuses for the year.
●	Performance-Based Approach to Long-Term Incentives: PSUs represent 40% of the target value granted to our named executive officers other than our CEO. The remaining long-term incentive value was granted in the form of time-based vesting RSUs. Based on our results in 2021, our named executive officers earned 75% of the target number of shares granted in 2021. The shares earned vest annually over three years.
●	New Change in Control Severance Agreements: The CiC Agreements with certain of our executive officers, including with each of our named executive officers to encourage their continued attention, dedication and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility or occurrence of a change of control of Bloom Energy.

●	To ensure his retention, with consideration given to his essential role in achieving our long-term strategy and goals;
●	To recognize his contributions to date, which include over 20 years in support of realizing our mission; and
●	To emphasize outperformance, with a design and structure that increases the upside potential relative to a more traditional equity award but also reflects a strong “pay-for-performance” profile.

●	attracting and retaining the talent needed to grow our business;
●	providing a strong incentive for executives and key employees to work toward the achievement of our goals, including sustained stockholder value creation; and
●	ensuring that the interests of management and our stockholders are aligned.


Compensation Element	Designed to Reward	Relationship to Business Objectives
Base Salary	Knowledge and experience, as well as past and present scope of responsibilities	Attracts and retains an effective management team
Non-Equity Incentive Plan (i.e., Performance-Based Cash Bonus)	Success in achieving annual performance results	Helps create a “pay for performance” culture and motivates and rewards our executives for achieving performance goals that contribute to our long-term success and that of our stockholders
Equity Awards	Success in achieving long-term, sustainable results	Aligns executive goals and objectives with the interests of our stockholders and focuses our executives on our long-term performance
Periodic Bonuses (Cash and/or Equity)	Exceptional contribution to our business, outside of the performance targets set in the non-equity incentive plan program	Encourages executives to go “above and beyond” when executing on our business objectives and when managing their teams

●	a compensation analysis of competitive market data performed by Compensia;
●	each executive officer’s scope of responsibilities;
●	each executive officer’s skill set;
●	each executive officer’s prior experience;
●	each executive officer’s individual performance and contribution;
●	each executive’s time in his or her position;
●	the recommendations of our CEO; and
●	general market conditions.

●	Assisted in the review and updating of our compensation peer group
●	Reviewed the competitiveness of compensation of our named executive officers including base salary, annual cash awards and long-term incentive awards
●	Provided advice with respect to compensation best practices and market trends for our named executive officers and directors
●	Reviewed and provided input on the Compensation Discussion and Analysis section of our Proxy Statement
●	Assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our named executive officers and other executives
●	Provided ad hoc advice and support throughout the year

●	revenue between $255 million and $2.4 billion;
●	a market capitalization between $690 million and $6.3 billion; and
●	headquarters in the United States, with consideration given to San Francisco Bay Area companies in the overall peer group.

Name	Fiscal 2020 Salary Rate	Fiscal 2021 Salary Rate	Percentage Change
KR Sridhar	$646,000	$700,000	8.3	%
Gregory Cameron	$550,000	$600,000	9.1	%
Swaminathan Venkataraman	$426,400	$470,000	9.5	%
Glen Griffiths	$393,300	$425,000	8.1	%
Guillermo Brooks⁽¹⁾	N/A	$430,000	N/A

	⁽¹⁾	Mr. Brooks was hired as EVP, Americas-Sales on June 10, 2021.

Name	Fiscal 2021 Base Salary Rate	Bonus Target (% of Salary)	Bonus at Target ($)
KR Sridhar	$700,000	120%	$840,000
Gregory Cameron	$600,000	100%	$600,000
Swaminathan Venkataraman	$470,000	60%	$282,000
Glen Griffiths	$425,000	60%	$255,000
Guillermo Brooks⁽¹⁾	$430,000	100%	$430,000

●	Acceptances up 42% with a record 735 systems in the fourth quarter
●	Despite global supply chain challenges, we were still able to drive costs down
●	Year over year backlog grew over 100%
●	Executed SK ecoplant transaction
●	Substantial progress on the Bloom Electrolyzer
●	Ending cash balances reached $615 million, with $396 million as unrestricted cash
●	Recruited leadership talent and managed turnover in a hyper competitive market

●	Mr. Cameron: 105% applicable to annual 2021 bonus payouts
●	Mr. Venkataraman: 100% applicable to the annual 2021 bonus payout
●	Mr. Griffiths: 131.25% applicable to the annual 2021 bonus payout
●	Mr. Brooks: 100% applicable to the annual 2021 bonus payout

Named Executive Officer	Annual Bonus Payout (as a percent of Target)	Annual Payout ($)
KR Sridhar	105.00%	$882,000
Gregory Cameron	105.00%	$630,000
Swaminathan Venkataraman	100.00%	$282,000
Glen Griffiths	131.25%	$334,688
Guillermo Brooks⁽¹⁾	100.00%	$241,507