Bloom Energy Corp PRE 14A, filed Mar 15, 2024

Bloom Energy Corp (BE)

PRE 14A 2024-03-15 For: 2024-03-15

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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




☑			No fee required

☐			Fee paid previously with preliminary materials

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-1 1


Proposal	Board Recommendation	More Information


1. To elect the three Class III directors named in the Proxy Statement.	each director nominee	Page 16


2. To approve, on an advisory basis, the compensation of our named executive officers, as described in the Proxy Statement.		Page 85


3. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.		Page 86


4. To approve an amendment to our restated certificate of incorporation to add officer exculpation provisions and eliminate outdated references to Class B common stock		Page 89


Letter to Our Stockholders from Our Chairman and CEO
		Frequently Requested Information
Letter to our Stockholders from Our Lead Independent Director
		Sustainability at Bloom	8

Notice of Annual Stockholder Meeting	1	Director Skills and Experience	17

Business Summary	3	Director Biographies	23

Sustainability at Bloom	8	Director Independence	32

Governance Highlights	12	Board Leadership Structure	33

Engaged Oversight	13	Board Processes and Policies	45

Corporate Governance	16	Director Compensation	48

PROPOSAL 1		Senior Management Team	51

Election of Directors	16	Compensation Discussion and Analysis	54

		2023 Summary Compensation Table	71
Senior Management Team	51
		Security Ownership	92
Executive Compensation	54

Compensation Committee Report	70

PROPOSAL 2

Advisory Approval of Named Executive Officer Compensation	85


Audit Matters	86

PROPOSAL 3

Ratification of Appointment of Independent Registered Public Accounting Firm	86


PROPOSAL 4

Approval of an Amendment to our Restated Certificate of Incorporation to Add Officer Exculpation Provisions and Remove Outdated References to Class B Common Stock	89


Security Ownership and Related Stockholder Matters	92

Stockholder Proposals and Nominations	96

User Guide	97

Other Matters	101

Appendix A – Unaudited Reconciliations from GAAP to Non-GAAP	A-1

Appendix B – Proposed Amendment to Bloom Energy’s Restated Certificate of Incorporation	B-1



Energy security and resilience is now a strategic imperative			The rising frequency of power disruptions caused by more severe natural disasters and extreme weather in recent years underscores a critical need for greater grid resilience. In an increasingly electrified world, power supply and reliability are critical.


Centralized systems are facing challenges with increased load demands			According to the North American Electric Reliability Corporation’s (“NERC”) 2022 Long-Term Reliability Assessment, more than half of the U.S. has a high or elevated risk of insufficient electricity supply over the next five years. With increasing penetration of intermittent generation, grid operators are finding it harder to match supply and demand.


Customers are looking for energy solutions that are flexible and clean			Commercial and industrial customers need technologies that can support their growing and variable energy needs. AI data centers and EV charging stations, for example, will cause significant load growth while also needing solutions that can meet their peak energy demands. These solutions also have to reduce emissions today while positioning them for a net-zero future.


Hydrogen is key to a net-zero future			Clean hydrogen is gaining considerable attention as a flexible zero-carbon fuel and energy storage medium. It can be stored and utilized in various industrial, transportation, and power generation applications. We believe clean hydrogen will be a critical factor in the energy industry of the future.


☑ Filed by the Registrant			☐ Filed by a party other than the Registrant




			It's time to embrace systemic transformation across the energy landscape, and Bloom is ready and able to contribute. We come to you this year with renewed optimism that our collective ambition to transition the energy sector will help us overcome the challenges that lie ahead. Distributed technologies, including our innovative solutions, will propel the next stage of energy sector growth, and Bloom is ready to meet the challenge. KR Sridhar Founder, Chairman and Chief Executive Officer


			Sincerely, Jeffrey Immelt Lead Independent Director [ ], 2024



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 7, 2024. The Notice, Proxy Statement, and 2023 Annual Report on Form 10-K are available at www.proxyvote.com.



			Demonstrated Bloom Electrolyzer capability: We held a successful demonstration of our Bloom Electrolyzer technology, producing 2.4 metric tonnes of hydrogen per day. Our 4 megawatt (“MW”) Bloom Electrolyzer is a high-temperature, high-efficiency unit, producing 20-25% more hydrogen per MW than commercially demonstrated lower temperature electrolyzers such as proton electrolyte membrane (“PEM”) or alkaline. Idaho National Lab testing has shown the Bloom Electrolyzer to be the most efficient technology available at the time of testing.


			Strengthening our balance sheet: Our market reach continues to grow, with revenues for 2023 setting a new company record of $1.33 billion, up 11% from 2022. Our focus on cost reductions helped us improve our gross margins to 14.8%, up from 12.4% in 2022 (non-GAAP gross margins were 25.8%, up from 23% in 2022). Our product and service backlog, a key indicator of future growth, grew to $12 billion at the end of 2023, up from $10 billion in 2022. In May, we issued the 3% Green Convertible Senior Notes due June 2028 with an aggregate principal amount of $632.5 million, We also consolidated our production facilities in California at our Fremont, California multi-gigawatt factory.


			Expanded our relationship with SK ecoplant: In December, we expanded our partnership with SK ecoplant through an incremental purchase commitment of 250MW through 2027 and we extended the timing of delivery of the remaining take-or-pay commitment under the original agreement and changed it to a minimum purchase agreement.


			Successfully expanded into new international markets: In August, we commissioned a 10MW Energy Server in Taiwan and we also expanded our presence in Asia with a signed contract in Thailand. During 2023, our business development teams completed new market entry milestones in Germany, the United Kingdom, and Northern Europe.


			Deployed first Fuel Cell CHP plant in Europe: Our versatile energy platform, with its Combined Heat and Power (“CHP”) solution, utilizes a high temperature (>350°C) exhaust stream for industrial steam production and absorption chilling. In partnership with Cefla, we deployed the first fuel cell co-generation plant in Europe to address gas reduction goals in the EU.


			Indispensable technology in the data center and AI market: The data center market is facing significant growth and power challenges due to the increase of AI and EV loads. Due to our ability to deliver clean, reliable, and onsite power in months instead of years, this sector has become an important component of our pipeline. With the recent announcement of our Be Flexible offering, our products are well-positioned to serve this market with dynamic load following, power stability, and the modularity and fuel flexibility to advance the data center market into the hydrogen-fueled infrastructure of the future.


FEMALE EMPLOYEES	2023
All Employees	25	%
Directors and above	15	%

ETHNICALLY DIVERSE	2023
All Employees (US only)	66	%
Directors and above	43	%


AC	Audit Committee	C	Chair
CC	Compensation and Organizational Development Committee (“Compensation Committee”)	M	Member
NC	Nominating Committee	*	Audit Committee Financial Expert


5	5	4	4
Board Meetings. Directors also participated on calls in between formal meetings.	Audit Committee Meetings	Compensation and Organizational Development Committee Meetings	Nominating, Governance and Public Policy Committee Meetings


100%	100%	100%	100%
of Directors	of Directors	of Directors	of Directors

Extraordinary Leadership Qualities	High Personal and Professional Integrity and Ethics	Diversity of Thought	Demonstrated Experience in Strategy, Risk Management, and Driving Change and Growth


Conferences	Bloom Investor Conference	Proactively Contacted for 1-on-1 Meetings	Topics Discussed

9	60	>50% of unaffiliated Shares	Financial Performance Strategic Positioning Operational Priorities Corporate Governance Executive Compensation Sustainability Initiatives
Conferences	Investors


>200 Firms	3-Hour
Global	Showcase Event



			Table of Contents



PROPOSAL 1


Election of Directors

The Board of Directors unanimously recommends a vote FOR the election to the Board of Directors of each of the Class III director nominees, Michael Boskin, John Chambers, and Cynthia (CJ) Warner, each for a three-year term.



			Public Company Board Experience			Experience as a board member of another publicly traded company As a relatively new public company, we aspire to high governance standards and seek to have directors with a broad knowledge of corporate governance practices, board management, relations between the board and senior management, agenda setting, and succession planning. This experience supports our goal of board and management accountability, transparency, and protection of stockholder interests.


			Senior Leadership			Experience serving as the Chief Executive Officer or other senior leadership role of an organization Serving in senior leadership positions, including as CEO, provides a demonstrated record of leadership and a a practical understanding of enterprise structure, operations and management, strategy, risk and risk management, and the methods to drive change and growth. As a company that has and should continue to undergo evolving strategies and growth, leadership experience in a large or complex organization provides experience and expertise to our management team in leading, developing, and scaling the company.


			Global Business/ International			Experience doing business internationally Growing our business outside the U.S. is a key part of our strategy for growth as a global provider of technology solutions for energy. Directors with global business or international experience provide valuable perspectives on diverse business environments, economic conditions, and culture,


			Financial/ Accounting/ Capital Markets			Experience or expertise in financial accounting and reporting, the financial management of an organization, or experience in corporate borrowing and capital markets We seek to have directors with an understanding of accounting, finance, and financial reporting processes to monitor and assess our operating and strategic performance as often characterized in financial metrics and to ensure robust controls and accurate financial reporting as these are critical to our success. We currently have three directors who qualify as audit committee financial experts (per SEC rules) and we expect all of our directors to be financially knowledgeable. Our capital structure and operations include the use of debt instruments and financing arrangements and we regularly engage in project finance to enable our customer’s use of our Energy Servers and other project development. It is important for our directors to have an understanding of the capital markets, financing, and energy project finance structures to advise on, and oversee, our project finance and corporate finance activities.



			Manufacturing/ Operations			Experience in manufacturing, supply chain, and fully integrated companies We both develop and manufacture our products, and supply chain management, factory automation, and global development of our manufacturing and related operations is critical to our ability to scale, achieve operating leverage, and grow. Directors with experience in these areas, particularly with large, global, fully integrated companies, provide valuable perspectives as our manufacturing footprint expands.


			Sales and Marketing			Experience selling and marketing products globally and through direct and indirect channels It is imperative to our growth that we attract new customers, develop new channel partnerships, and expand the sales and marketing of Energy Servers and our new products into new territories and markets. Directors with experience in the strategy and mechanics of sales, customer acquisition and retention, marketing, channel and partnership models, and building brand awareness can support out efforts to grow our customer and channel partnership base and develop our brand.


			Human Capital Management			Experience in developing, retaining, and rewarding employees in a global, fully integrated engineering and manufacturing organization We operate in a highly competitive employment market and we hire employees with diverse skills. Directors with experience in attracting, motivating, developing, and retaining qualified personnel in office, manufacturing, and engineering environments and succession planning are particularly important to our future success. In addition, ensuring we continue to evolve our compensation structure, employee practices, and our culture is critical to our global expansion and directors with experience or expertise in compensation practices, organizational design, and managing a diverse employee base provide valuable perspectives to our management team.


			Government/ Public Policy/ Regulatory			Experience working in a heavily regulated industry or an industry heavily influenced by policy and with regulatory and government organizations The energy industry is heavily regulated and directly affected by governmental actions and decisions. Our operations require compliance with a variety of regulatory requirements in numerous countries and involve relationships with various governmental entities throughout the world. Directors with 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 U.S. and in select international markets. Directors who have experience working within a regulatory framework assist the Board with its oversight responsibilities regarding Bloom’s legal and regulatory compliance and its engagement with regulatory authorities.


			Energy			Knowledge or experience in the company’s specific industry Directors with energy industry experience can share with us their insight with respect to strategic and operational matters related to the complex, heavily regulated, and constantly changing energy industry. This includes experience in both the retail and wholesale energy markets and experience with both distributed generation and utilities as we seek to expand both in the U.S. and in select international markets. Knowledge of the competitive landscape provides valuable perspective as we consider partnerships and alliances in our go-to-market activities.



			Strategic Business Development			Experience driving strategic direction and growth of an organization The energy market is in the middle of a massive transition as countries move to a zero carbon environment. As a provider of innovative power generation and other products for the energy market, the applications and products we chose to develop, the partnerships we engage in, and the product markets and territories we sell in are all strategic decisions we engage in on a regular basis. Directors who have experience developing future direction around new product development, new product markets and territories in an evolving market, and engaging in strategic decision making around future direction and evolution of a business can help guide both the Board and management team in conducting the required diligence and decision-making processes and practices to best enable strategic business development.


			Emerging Technology/ Business Models			Experience developing a successful market adaptation of a new technology and deriving new business models Our Energy Server is a new and innovative product offering, as is the variety of applications we have developed from its core solid oxide platform. We continue to evolve the various ways in which we sell our products and attendant service offerings to drive additional growth and adapt to new or changing market conditions and requirements. Given the relative newness of our technology and resulting products, we seek directors with experience bringing new products to market and developing business models as this is important for our continued evolution and growth.


			Technology/ Science			Experience or expertise in technology or engineering 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 a high tech industrial company and an innovator in the fuel cell industry, we seek directors with technology or engineering backgrounds as our success depends on developing and investing in the continued evolution of our solid oxide platform and its applications. Technology experience will become even more important with the growth of AI and its potential impact on our business.


			Environmental/ Sustainability			Experience with environmental compliance and sustainability development As a technology company serving the energy industry, effective oversight and transparency regarding the risks and opportunities pertaining to climate change and the energy transition is critical to our growth and expected by our stockholders and other stakeholders. In addition, we place a high priority on the health and safety of our workforce, the communities where we operate, and the environment. 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 and environmental risk management.


			Cybersecurity/ Information Security			Experience or expertise in cybersecurity, cloud computing, or data analytics As a provider of power generation and other energy applications, we provide a critical infrastructure asset for our customers. We provide remote monitoring of our products at our customer locations. A cyber attack on our products through our remote monitoring system or the grid as well as an attack on our own internal systems that house critical IP could have material adverse effects on our business. 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.



•the extent to which the director’s judgment, skills, qualifications, and experience (including that gained due to tenure on the Board) continue to contribute to the success of the Board; •the director’s length of service on the Board; •feedback from the annual Board evaluation; •attendance and participation at, and preparation for, Board and committee meetings; •independence; •outside board and other affiliations, including any actual or perceived conflicts of interest; and •such other factors as the Nominating Committee deems appropriate.



			Why Cynthia Warner was Added to the Board Leadership/Energy/Operations - Over 40 years of leadership in the traditional and renewable energy sectors, including as CEO, and holding leadership roles in technology development, operations, business development, strategy, and environment, health, and safety. Finance – More than a decade of financial responsibility and experience at Sapphire Energy, Andeavor/Marathon, and Renewable Energy Group. Global Business/International – Former CEO of an international company that produces and supplies renewable fuels. Worked and resided internationally for over 10 years, including responsibility for operations of refineries and pipeline systems on five continents. Current and former director of companies with international operations. Strategic Business Development/Emerging Technology – Developed and executed a strategy for sustainable fuels, enabling Renewable Energy Group’s market value to grow by over three times in three years. Spearheaded significant growth at Andeavor, including the acquisition of Western Refining and purchase and conversion of the Dickinson refinery to a renewable diesel plant. Transformed Sapphire Energy into a commercial scale algae bio-mass producer. Technology/Science - B.S. in Chemical Engineering from Vanderbilt University. Served as process development engineer and internal process technology consultant at Amoco Oil Company for over a decade. Currently serving on the Board of Advisors of Vanderbilt University School of Engineering. As CEO of Sapphire Energy, oversaw development of technology to produce oil from algae, successfully building and placing into operation one of the largest algae farms in the world. Appointed to the Vanderbilt University School of Engineering Academy of Distinguished Alumni in 2019. Environmental/Sustainability/Policy - More than 35 years of experience in the traditional and renewable energy sectors with an extensive background in refining and its health, safety, security, and environmental operations as well as experience with carbon credits, offsets, and other clean energy strategies. Led the groundbreaking cooperative effort with the U.S. Environmental Protection Agency to shape a framework for clean air improvements, to which the entire U.S. refining industry signed on.


Governance Provision	What This Refers To	How This Aligns With Stockholder Interests


Classified board	Directors serve three-year terms, with roughly 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 regarding our complex, unique business with a first of its kind product 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 the 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 or 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


WHAT THE NOMINATING COMMITTEE CONSIDERS			WHAT THE BOARD CONSIDERS
•All material commercial, consulting, legal, charitable, or other business relationships that a director or the director’s immediate family members have with Bloom and its subsidiaries •All ordinary course transactions with entities with which the directors are associated •Information provided by each director concerning his or her background, employment, and affiliations •Transactions, if any, that affect director independence, including any transactions in which the amounts reported may be above the threshold contained in the director independence requirements, and in which a director has a direct or indirect material interest			•Relationships that each non-employee director has with Bloom Energy •The beneficial ownership of our capital stock by each non-employee director •The long tenure of certain of the directors •Ordinary vendor relationships with companies whose boards a director may serve on •Other facts and circumstances the Board deems relevant in determining a director’s independence


Independence			Our Determination. The Board has determined that our six non-employee directors do not have a material relationship with us, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these six non-employee directors is “independent” as that term is defined under NYSE and SEC rules and our Corporate Governance Guidelines. The Board also determined that all members of the Audit, Compensation, and Nominating Committees are independent and also satisfy any committee-specific independence requirements. Mr. Sridhar is not independent due to his role as our CEO.



Board Leadership			•Chairs Board meetings •Chairs annual and special stockholder meetings •Directs and organizes the Board’s work through robust leadership and operational and strategic insights into the Company’s business •Fosters a collaborative and engaged culture among directors


Board Agenda, Schedules & Information			•Schedules and sets the agenda for Board meetings, in consultation with the Lead Independent Director •Consults with the Lead Independent Director on the information sent to the Board •Guides discussion at Board meetings •Communicates, with other members of management, on corporate performance as well as strategy execution and decision-making •Organizes, prepares, and delivers information requests from the Board


Chairman & Director Communications			•Meets regularly with the Lead Independent Director about Bloom’s strategy and performance •Provides institutional and operational knowledge to support identification and review of key risks


Stockholder Communications			•Represents and articulates the Company’s strategy and performance in meetings and presentations with major stockholders and other stakeholders



Board Leadership			•Chairs Board meetings in the Chairman’s absence •Provides leadership to the Board in any situation where the Chairman’s role may be perceived to be in conflict •Performs such other functions and responsibilities as requested by the Board from time to time


Board Processes & Information			•Ensures the quality, quantity, appropriateness, and timeliness of information provided to the Board and provides input to create meeting agendas •Ensures that feedback is properly communicated by and between the independent directors and Chairman •Ensures the institution of proper board processes, including the number, frequency, and scheduling of Board meetings and sufficient time for all agenda items •Promotes a strong Board culture, including encouraging and facilitating active participation of all directors


Chairman & Director Communications			•Meets regularly with the Chairman and CEO about Bloom’s strategy and performance •Serves as a liaison between the Chairman and the independent directors


Presides over Executive Sessions of Independent Directors			•Has authority to call executive sessions of the independent directors •Calls and chairs executive sessions which are regularly scheduled (in addition to numerous informal sessions that occur throughout the year) without any management directors or management present •Coordinates activities of the independent directors


Stockholder Communications			•Is available for consultation and direct communication with major stockholders and other stakeholders as appropriate


Board Governance Processes			•Works with the Nominating Committee to guide the Board’s governance processes, including the annual Board self-evaluation and the annual Chairman’s evaluation •Works with committee chairs to ensure coordinated coverage of Board responsibilities and effective functioning of all committees •Advises the Nominating Committee regarding the Board’s committee structure, committee member rotation, and selection of committee chairs



1. Feedback from Directors Independent outside counsel was engaged to speak with each of our directors regarding a list of topics of importance to the Board and its committees. Topics included: •Board composition (skills, experience, diversity) •information regularly provided to the Board (pre-reading materials, director orientation materials) •agendas and meetings (quantity and quality of information presented) •Board dynamics and relationship with management •Board processes (how the Board engages on strategy, risk oversight, CEO succession and evaluation) •committee effectiveness in meeting responsibilities outlined in the committee charters •individual director and overall Board performance (strengths, contributions, opportunities for improvement) The directors’ responses were then aggregated and anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses.



2. Meeting with Lead Independent Director and Chairman and CEO Results of the conversations with individual directors were shared with our lead independent director and our Chairman and CEO and follow-up action items were discussed.



3. Presentation Developed for Board and Committee Discussion A presentation summarizing the results of the evaluation was developed to facilitate Board and committee discussions.



4. Board and Committee Discussions Held The Board and each committee then discussed the evaluation results and agreed upon action items and a timeline for implementing any recommended changes to the Board, its membership, processes, and committee operations.



5. Key Feedback from the Board Evaluation Process •Affirmed it is a high-functioning board with good chemistry and each director fully engaged and adding value •Affirmed strong leadership by the lead independent director and committee chairs •Prioritized criteria for recruitment of director nominees •Evolved its meeting schedule, agendas, and process



			Meeting Attendance			•Each incumbent director attended at least 75% of the aggregate number of Board and committee meetings on which they served in 2023 •On average, directors attended 99% of Board and committee meetings


			Annual Meeting Attendance			•It is our policy to encourage our directors to attend our annual meetings of stockholders, and we expect that all directors will attend the 2024 Annual Meeting •100% of our directors then serving on the Board attended our virtual meeting in 2023


			Executive Sessions			•Independent directors met in executive session at every regularly scheduled Board meeting •The lead independent director chaired each of the executive sessions which promote an open discussion of matters in a manner that is independent of the Chairman and CEO


			2023 Board Activities			•5 meetings •Acted 3 times by unanimous written consent •Between formal meetings, directors also participated in periodic update or status phone calls and briefings. Throughout the year, our Board and its committees discuss operations and Company strategy, which in 2023 focused on i) the evolving energy transition and factors influencing and impacting product adoption sales cycles and bookings, ii) a restructuring to drive efficiencies, improve margins, and enable scaling for growth, iii) international expansion, iv) management transitions, and v) succession planning. •Our Board meetings include regular sessions with senior management across key corporate functions and operational areas through which the Board remains informed on the implementation of operational goals, performance, and strategies. At regular meetings, the Board also consider drivers of our business execution along with key risks, challenges, and opportunities and how they relate to effectiveness of our corporate strategy. •Engaged in facility tours and strategy sessions with management



Board of Directors

Has the primary responsibility for evaluating strategic and operational risk management



Audit Committee Oversees risks arising from: •Major financial and legal risk exposures •Financial statements, internal controls, and reporting •Compliance, regulatory, and litigation •IT, cybersecurity, data privacy, and data security •Credit, liquidity, and capital allocation •Ethics, related parties, and conflicts of interest	Compensation and Organizational Development Committee Oversees risks arising from: •Compensation and benefits •Succession planning •Human capital management, including diversity and inclusion •Recruiting and retention	Nominating, Governance, and Public Policy Committee Oversees risks arising from: •Corporate governance practices •Sustainability •Public policy and regulatory/legislative matters (non-financial) •Social responsibility •Stockholder activism



Management The Board and its committees oversee our management in its efforts to effectively mitigate and manage risk. Members of our executive and senior management team are responsible for implementing our day-to-day risk management processes. This includes identifying risks and risk controls related to significant business activities, developing programs and recommendations to determine the sufficiency of risk identification, and managing the risk appropriately. We have established robust standards of business conduct that apply to our employees and partners worldwide. We provide methods for employees to report risk concerns directly to management or through anonymous channels where permitted. Our Chief Compliance Officer oversees these activities and our overall compliance program and reports periodically to the Audit Committee.



			Our Engagements			•Throughout 2023 we participated in 9 conferences, meeting with over 75 firms. •In addition, outside of investor conferences, we met by phone or video conference with approximately 200 stockholders. •We conducted an Investor Conference, meeting with approximately 60 stockholders. During the 3-hour event, we showcased our products and our market expectations. Our senior management and Board were also able to interact directly with stockholders. •We led tours of our manufacturing facility in Fremont and Delaware for groups of stockholders, followed by Q&A with senior management. •We actively engaged in stockholder outreach on the stewardship side, reaching out to stockholders representing approximately 54% of our shares to discuss our governance, compensation, social, and environmental practices.


			What We Discussed			•Our CEO, CFO, CLO, and other members of our executive and senior management team participated in one-on-one and group discussions, sharing their views on the health of the Company, and our strategic positioning, operational priorities, governance structure, sustainability initiatives, and executive compensation.


			How We Responded			•We held regular quarterly earnings conference calls open to all investors, which included question and answer sessions. These calls were announced to the public in advance, and we provided an opportunity for investors to participate via audio or webcast. A recording of each earnings call webcast and Q&A is made available following the call. •We periodically published and distributed additional materials for our investors, leveraging our social media publications. •In addition, we published press releases regarding our accomplishments, technical milestones, and key technology achievements.


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


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Michael J. Boskin	90,000	200,000	—	290,000
Mary K. Bush(2)	110,000	200,000	—	310,000
John T. Chambers(3)	80,000	200,000	—	280,000
Jeffrey Immelt(4)	115,000	225,000	—	340,000
Cynthia (CJ) Warner(5)	48,000	182,500	—	230,500
Eddy Zervigon(6)	100,000	200,000	—	300,000


			KR Sridhar Age: 63 Founder, Chairman, and Chief Executive Officer


			Gregory Cameron Age: 55 President and Chief Financial Officer


Background at Bloom Gregory Cameron has served as our President and Chief Financial Officer since February 2023 and he previously served as our Executive Vice President and Chief Financial Officer from April 2020 to February 2023. The Company has announced Mr. Cameron will be leaving Bloom following an orderly transition to the next CFO.


Professional Experience Prior to joining Bloom Energy, Mr. Cameron was an officer at General Electric, a diversified industrial company. Over his 26-year career there, Mr. Cameron had a strong history of driving change, fostering positive transitions, and conquering challenges through sound fiscal and business direction. Mr. Cameron served as President and Chief Executive Officer, Global Operations-GE Company from 2018 through 2019, and as President and Chief Executive Officer, Global Legacy Solutions-GE Capital from 2016 through 2018. Prior to 2016, he served in various senior roles with General Electric, including as Chief Financial Officer, Americas-GE Capital from 2009 through 2016.


Education Bachelor’s Degree in Economics, St. Lawrence University


			Shawn M. Soderberg Age: 63 Chief Legal Officer and Corporate Secretary



Background at Bloom Shawn M. Soderberg has served as our Chief Legal Officer and Corporate Secretary since January 2016. Ms. Soderberg leads Bloom’s legal, regulatory, and compliance activities.


Professional Experience Prior to joining Bloom Energy, Ms. Soderberg was the Executive Vice President, General Counsel, and Secretary of Bio-Rad Laboratories, a global medical technology provider for the life science and clinical diagnostics industries, from 2013 to 2016. Prior to that, Ms. Soderberg was the Senior Vice President, General Counsel, and Secretary of Aricent Group, a global design and software engineering services and product company, from 2006 to 2013; Managing Director and General Counsel of H&Q Asia Pacific, a private equity firm, from 2000 to 2006; Vice President, General Counsel, and Secretary of Oak Technology, a semiconductor and embedded solutions provider for the optical storage and the digital home entertainment market, from 1996 to 2000; and General Counsel of Microtec Research, Inc., a software provider for embedded systems, from 1994 to 1996. Law firm experience precedes Ms. Soderberg’s General Counsel in-house experience.


Education Master of Laws in Taxation, New York University Juris Doctor, Seattle University School of Law Bachelor’s Degree in Accounting, University of Santa Clara