FCEL 8-K
Fuelcell Energy Inc (FCEL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
As reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2025, on June 3, 2025, FuelCell Energy, Inc. (the “Company”) made a determination to end its employment relationship with Michael Lisowski, its Executive Vice President, Strategic Partnerships, without cause, effective as of July 4, 2025.
In connection with the end of this employment relationship, on June 13, 2025, the Company and Mr. Lisowski entered into an employment separation agreement (the “Separation Agreement”) providing that, in lieu of the termination benefits provided for under Mr. Lisowski’s employment agreement, dated as of July 30, 2019, upon the end of his employment effective as of July 4, 2025, Mr. Lisowski will receive (1) a severance payment of $400,000.12, representing 12 months of his annual base salary, to be paid in installments over a 12-month period; (2) eligibility to earn a pro rata portion of his outstanding performance stock units based on actual performance achieved following the end of the applicable performance period; (3) accelerated vesting of his 17,218 outstanding unvested time-vesting restricted stock units; (4) eligibility for his fiscal year 2025 management incentive plan award based on actual performance results following the end of the fiscal year and subject to any adjustments made to management incentive plan awards generally by the Company’s Compensation and Leadership Development Committee; and (5) subject to certain conditions, reimbursement or payment by the Company of its portion of the costs of continued medical, dental and vision benefits under COBRA for up to 12 months. Other than the continued eligibility to earn a pro rata portion of the outstanding performance stock units and accelerated vesting of the time-vesting restricted stock units referenced above, all other unearned performance stock units and any other outstanding unvested or unearned equity-based awards held by Mr. Lisowski as of the end of his employment will be forfeited.
Mr. Lisowski’s benefits under the Separation Agreement are contingent on his providing and not revoking a release of claims and on his continued compliance with the covenants in the Agreement for Assignment, Confidentiality, Non-Competition and Non-Solicitation, dated as of April 1, 2022, between Mr. Lisowski and the Company.
The foregoing description of the Separation Agreement is a summary only and is qualified in its entirety by the terms of the Separation Agreement itself, which is filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are being filed herewith:
Exhibit | Description |
10.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FUELCELL ENERGY, INC. | ||
Date: June 13, 2025 | By: | /s/ Michael S. Bishop |
Michael S. Bishop | ||
Executive Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 10.1
FuelCell Energy
3 Great Pasture Road
Danbury, CT 06810
www.fuelcellenergy.com
June 5, 2025
Michael Lisowski
Executive Vice President, Strategic Partnerships
via Hand Delivery and Email
Re:Employment Separation Agreement
Dear Mr. Lisowski:
This employment separation agreement (this “Agreement”) confirms that your employment with FuelCell Energy, Inc. (the “Company”) as Executive Vice President, Strategic Partnerships will terminate effective as of July 4, 2025 (the “Departure Date”). The termination of your employment on the Departure Date will be deemed a termination without cause under Section III.A of your Employment Agreement, dated as of July 30, 2019, with the Company (your “Employment Agreement”).
As a result of this termination of your employment, you will be entitled to receive a severance payment and payment of your COBRA premiums as provided under Section III.A of your Employment Agreement, contingent on your execution of, and agreement to be bound by, and your non-revocation of, a release of all claims as described in Section IV of your Employment Agreement.
However, in light of your contributions to the Company, the Company would like to offer you enhanced termination benefits relative to the payments and other benefits contemplated by your Employment Agreement in exchange for your agreement to certain covenants set forth below and your execution of the release attached hereto as Exhibit A (the “Release”) on the Departure Date.
| b. | Accelerated vesting of your outstanding unvested time-vesting restricted stock units (RSUs) relating to shares of the Company’s common stock held by you as of the Departure Date, with settlement/payment of RSUs in shares happening on the same schedule as in the award agreement. A pro rata portion of your outstanding performance stock units held by you as of the Departure Date will remain eligible to be earned following the end of the applicable performance period based on actual performance achieved. All other unearned performance stock units and any other outstanding unvested or unearned equity-based awards relating to shares of the Company’s common stock held by you as of the Departure Date will be forfeited. For the avoidance of doubt, according to the Company’s records, your outstanding time-vesting awards as of the Departure Date are as follows: |
Grant Date | Total Number of Shares Subject to Award |
12/05/2022 | 1,057 |
12/11/2023 | 5,050 |
12/30/2024 | 11,111 |
| c. | Continued eligibility to receive payment of your Management Incentive Plan award for fiscal year 2025, subject to applicable withholding, determined based on actual full-year performance and payable at the same time as (and subject to any limitations imposed on) awards to other executive leadership team member participants in the Management Incentive Plan. |
| d. | Subject to your timely election of continued medical, dental and vision care coverage under COBRA and your continued copayment of premiums associated with such coverage, reimbursement or payment on your behalf, on a monthly basis, of the portion of the costs of continued medical, dental and vision benefits for you and your covered dependents equal to the amount that the Company was paying immediately prior to the Departure Date, with such reimbursement or payment to continue for twelve (12) months following the Departure Date, provided that you are and remain eligible for COBRA coverage. The Company’s reimbursement or payment of these costs will cease if you become eligible for medical, dental or vision coverage under a plan maintained by a subsequent employer or an employer of your spouse. An amount equal to the portion of the premium paid by the Company for continued medical, dental and vision care coverage under COBRA will be included in your income for tax purposes to the extent required by applicable law, and the Company may withhold taxes from your other compensation for this purpose. |
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| a. | Title VII of the Civil Rights Act; the Americans with Disabilities Act; the Equal Pay Act; the Employee Retirement Income Security Act; the Family and Medical Leave Act; the Fair Labor Standards Act; the National Labor Relations Act; the False Claims Act; the Families First Coronavirus Response Act; the Age Discrimination in Employment Act; the Older Worker Benefits Protection Act; and any other federal, state or local laws or ordinances, including but not limited to the Connecticut Fair Employment Practices Act, the Connecticut Family and Medical Leave Act, the Connecticut Whistleblower Law, the Connecticut Free Speech Law, the Connecticut Paid Sick Leave Act, the Connecticut Plant Closing Law, Connecticut's minimum wage and wage payment laws and the anti-retaliation provision of Connecticut's workers' compensation statute; |
| b. | Any Company policies, practices, contracts or agreements (including any collective bargaining agreements) whether oral or written, express or implied; |
| c. | Any policy, practice, law or agreement governing the payment of wages, commissions, overtime, meal and rest period penalties, or other compensation and penalties; |
| d. | Any tort, personal injury or wrongful termination claim; |
| e. | Any right to bring a class or collective action under the federal Fair Labor Standards Act; any right to join as a class member or collective action member or otherwise participate in any class or collective claim brought under the Fair Labor Standards Act, and the right to join as a class member or otherwise participate in |
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| any class action claim brought under the wage and hour laws of the State of Connecticut for any alleged injuries you may have suffered up through the Departure Date; |
| f. | Any laws or agreements that provide for punitive, exemplary or statutory damages or for the payment of attorney fees, costs or expenses; and |
| g. | Any right, title and interest in any Company benefit plans, including, without limitation, the Company’s incentive compensation programs and severance policies, any equity compensation plans, and claims based on or related to such benefit plans or programs other than those interests provided in the Separation Benefits and other than those in which you have a vested interest as of the Departure Date. |
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Please be assured that the releases contained in this Agreement do not extend to any rights or claims that you may have under the Age Discrimination in Employment Act that first arise after the date and time you sign this Agreement.
We advise and encourage you to consult with your own attorney before signing this Agreement. Whether you do so is your decision. You have twenty-one (21) days to consider this Agreement. You understand that you may take as much of this twenty-one (21) day period of time to consider this Agreement as you wish before signing it. You and the Company agree that the twenty-one (21) day period begins on the day that this Agreement is delivered to you, and that if the Company changes any of the terms of the offer contained in this Agreement (whether the changes are material or not), the twenty-one (21) day period will not be restarted but will continue without interruption.
If you sign this Agreement before the twenty-one (21) day period expires, the seven (7) day revocation period (described below) will begin immediately. If you sign this Agreement before the twenty-one (21) day period expires, you agree that you have knowingly and voluntarily accepted the shortening of the twenty-one (21) day period and that the Company has not promised you anything or made any representations that are not contained in this Agreement.
You may revoke this Agreement within seven (7) days after you sign it and this Agreement shall not become effective or enforceable until the seven (7) day revocation period has expired. The law prohibits the Company from shortening the seven (7) day revocation period. You can revoke this Agreement only by delivering the notice to Karen Farrell, the Company’s Chief Human Resources Officer, at [email protected] or to her attention at FuelCell Energy, Inc., 3 Great Pasture Road, Danbury, CT 06810. The revocation notice can be delivered either by personal delivery, email, or through the United States Postal Service, registered or certified mail, postage prepaid and return receipt requested. The Company must receive the revocation within the seven (7) day period for the revocation to be effective. You understand and agree that you will not be paid the Separation Benefits until the seven (7) day revocation period has expired.
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Sincerely,
FUELCELL ENERGY, INC.
By:/s/ Jason B. Few
Jason B. Few
President and Chief Executive Officer
I have had an adequate opportunity to review this document away from Company premises and to consult anyone of my choice regarding it, including an independent attorney selected by me. I understand the contents of this Agreement, and I agree to all of its terms and conditions.
Dated: June 13, 2025 /s/ Michael Lisowski
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