FCEL 8-K
Fuelcell Energy Inc (FCEL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01. | Other Events. |
Effective upon the execution of an employment agreement with FuelCell Energy, Inc. (the “Company”) and satisfaction of other customary employment conditions which were satisfied as of April 30, 2025, the Board of Directors of the Company appointed Michael Hill to serve as the Company’s Executive Vice President and Chief Commercial Officer commencing on May 5, 2025. Michael Hill previously served, from April 2023 to December 2024, as President of Global Sales of Danfoss Power Solutions, a designer and manufacturer of engineered components and systems, including mobile and industrial hydraulics, fluid conveyance, electrification, and software.
In connection with Mr. Hill’s appointment as the Company’s Executive Vice President and Chief Commercial Officer, on April 30, 2025, the Company entered into an employment agreement with Mr. Hill effective as of May 5, 2025 (the “Employment Agreement”). The Employment Agreement provides for an annual base salary of $450,000 and a target annual bonus for fiscal year 2025 equal to 100% of Mr. Hill’s annual base salary, as determined and approved by the Board or a committee of the Board. Mr. Hill will also be entitled to participate in the Company’s long-term incentive compensation program under the 2018 Omnibus Incentive Plan, as amended and restated, with the terms and conditions of any awards granted to Mr. Hill being in the sole discretion of the Board or a committee thereof; provided that his target award for fiscal year 2026 will be $300,000 and is expected to consist of 50% performance share units with a performance goal based on the Company’s relative total stockholder return performance and 50% time-vesting restricted stock units.
In the event that the Company terminates the employment of Mr. Hill without cause (as defined in the Employment Agreement) or Mr. Hill terminates his employment for good reason (as defined in the Employment Agreement), Mr. Hill will be entitled to receive a severance payment in an amount equal to six months of his annual base salary at the date of termination plus payment by the Company of his COBRA premiums for up to six months, provided that he elects continuation of coverage under COBRA and he is not eligible for health coverage under another employer’s plan.
In the event that Mr. Hill’s employment is terminated in connection with a change in control (as defined in the Employment Agreement) by the Company for any reason other than cause or by Mr. Hill for good reason, Mr. Hill will be entitled to receive a severance payment in an amount equal to one year of his annual base salary as of the date of termination plus one year of the average of the annual bonuses paid to him since his appointment as Executive Vice President and Chief Commercial Officer, or if he has not received any annual bonuses, his target bonus for the year of such termination. The Company also will pay Mr. Hill’s COBRA premiums for up to 12 months, provided that he elects continuation coverage under COBRA and he is not eligible for health coverage under another employer’s plan. The Employment Agreement also provides that any equity-based awards will accelerate and immediately vest if there is a change in control and Mr. Hill’s employment with the Company is terminated by the Company without cause or by Mr. Hill for good reason in connection with the change in control.
The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
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: May 6, 2025 | By: | /s/ Michael S. Bishop |
Michael S. Bishop | ||
Executive Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 10.1
April 30, 2025
Michael Hill
192 Moe Road
Clifton Park, NY 12065
Dear Mike:
This employment agreement (this “Agreement”) is made and entered into effective as of May 5, 2025 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you.
WHEREAS, the Corporation desires to hire you as its Executive Vice President and Chief Commercial Officer and you desire to accept such position, commencing as of the Effective Date;
WHEREAS, the Corporation and you desire to enter into this Agreement to set forth the terms and conditions of your employment relationship; and
WHEREAS, you acknowledge that by executing and delivering this Agreement, you will obtain certain rights, compensation, and benefits greater than those that you previously received from the Corporation and that, accordingly, such rights, compensation, and benefits constitute valid consideration to you.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:
| I. | Position and Duties. |
You shall perform all duties, consistent with your position as Executive Vice President and Chief Commercial Officer in order to advance the Corporation’s affairs and related business efforts, assigned or delegated to you by the Board of Directors of the Corporation (the “Board”) or the Corporation’s President and Chief Executive Officer (“CEO”) and normally associated with the position of Executive Vice President and Chief Commercial Officer. You shall devote all of your full business time, attention, energies, skills, and efforts to the advancement of the interests and business of the Corporation. Your position will be eligible for remote work. You will be required to travel to the Corporation’s headquarters in Danbury and Torrington, Connecticut and to current and potential customer sites globally as needed. During the initial months of being a new team member and a member of the Executive Leadership Team, you will be expected to spend much of your work time in Danbury and Torrington, Connecticut.
| II. | Compensation. |
You hereby acknowledge that your rights hereunder shall be subject to the Corporation’s Compensation Recovery Policy or similar requirements in favor of the Corporation established by law or by Corporation policy.
| III. | Severance Benefits. |
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For purposes of this Agreement, “Cause” shall mean that any of the following has occurred: (1) your material breach of this Agreement if the Corporation has notified you of such breach and you have not cured such breach within the period described below; (2) your conviction of, or entry of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or of a lesser crime having as its predicate element fraud, dishonesty or misappropriation of property, whether or not property of the Corporation; (3) your willful misconduct, willful dishonesty, or illegal conduct, whether or not related to your employment with the Corporation and including any acts that occurred prior the Effective Date, in each case which the Board reasonably determines has or could cause material financial or reputational harm to the Corporation or its affiliates; (4) your material failure to adhere to any policy of the Corporation generally applicable to employees of the Corporation if you have been given an reasonable opportunity to comply with such policy or cure your failure to comply; (5) your appropriation (or attempted appropriation) of a business opportunity of the Corporation, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Corporation; (6) your misappropriation (or attempted misappropriation) of any of the Corporation’s funds or property; (7) your engaging in bad faith or gross negligence in the performance of your duties under this Agreement; or (8) your willful and material failure to comply with any valid and legal directive of the Board or the CEO; provided, however, that your unwillingness to accept an act that would constitute Good Reason or any other action by or at the request of the Corporation that is contrary to this Agreement may not be considered by the Board or the CEO to be a failure to comply. To terminate your employment for Cause, the Board or the CEO must provide you with written notice of the existence of the circumstances providing grounds for termination for Cause and, except for a circumstance which, by its nature, cannot reasonably be expected to be cured, you will have fifteen (15) business days after delivery of such notice to cure the circumstances constituting Cause. If such circumstances are timely cured, they shall not constitute grounds for a termination for Cause.
You will be considered to have terminated your employment for “Good Reason” if you resign after one or more of the following conditions arises without your consent:
Notwithstanding the foregoing, you will not be considered to have terminated your employment for Good Reason unless (a) you provide written notice to the Corporation of the existence of the condition constituting Good Reason within a period not to exceed ninety (90) days of the initial existence of the condition, upon the receipt of which the Corporation will have a cure period of at least thirty (30) days during which it may remedy the condition and not be required to pay any severance, (b) the Corporation fails to remedy such condition within such thirty (30) day period and (c) you actually resign for Good Reason within sixty (60) days following the expiration of such cure period.
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Notwithstanding the foregoing, you will not be considered to have terminated your employment for Good Reason in connection with a Change in Control unless (a) you provide written notice to the Corporation (or its successor in the Change in Control) of the existence of the condition constituting Good Reason within a period not to exceed ninety (90) days of the initial existence of the condition and within the ninety (90) day period preceding the Change in Control or the eighteen (18) month period after the Change in Control, upon the receipt of which the Corporation (or its successor) will have a cure period of at least thirty (30) days during which it may remedy the condition and not be required to pay any severance, (b) the Corporation (or its successor) fails to remedy such condition within such thirty (30) day period and (c) you actually resign for Good Reason within sixty (60) days following the expiration of such cure period. If the Corporation terminates your employment without Cause during the ninety (90) day period preceding a Change in Control or the eighteen (18) month period thereafter, the termination will be deemed to be in connection with a Change in Control.
A “Change in Control” shall be deemed to have occurred upon the closing of a transaction that is of a nature that would be required to be reported in response to Item 5.01(a) of the Current Report on Form 8-K, as in effect on the date of this Agreement, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without limitation, such a Change in Control shall be deemed to have occurred if: (a) a third person, including a "group" as such term is used in Section 13(d)(3) of the Exchange Act, other than the trustee of any employee benefit plan of the Corporation, becomes the beneficial owner, directly or indirectly, of 35% or more of the combined voting power of the Corporation's outstanding voting securities ordinarily having the right to vote for the election of directors of the Corporation; (b) during any period of twenty-four (24) consecutive months individuals who, at the beginning of such consecutive twenty-four (24) month period, constitute the Board cease for any reason (other than retirement upon reaching normal retirement age, disability, or death) to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least three quarters of the directors comprising the Incumbent Board (as defined below) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (c) the Corporation shall cease to be a publicly owned corporation having its outstanding Common Stock listed on the New York Stock Exchange or quoted in the NASDAQ National or Small Cap Market System, except where the delisting is related to a private purchase of the
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Corporation's stock by a group consisting of the Corporation's current officers, or where the delisting would not result in the occurrence of any of the events described in clauses (a) or (b) of this definition.
For these purposes, a Change in Control shall not be deemed to have occurred and the enhanced severance under Section III.B shall not apply where, with respect to any transaction otherwise constituting a Change in Control, you are reasonably expected to maintain the same position you had as of immediately prior to such transaction.
For these purposes, “Incumbent Board” means the Board as in existence twenty-four (24) months prior to the date the action is being considered. Notwithstanding the foregoing, if the Incumbent Board specifically determines in good faith that any transaction does not constitute a Change in Control for purposes of this Agreement such determination shall be conclusive and binding.
Except to the extent a result more favorable to you is provided for in the Plan or the applicable award agreements, any equity-based awards granted to you by the Corporation shall accelerate and immediately vest if there is a Change in Control and your employment with the Corporation is terminated by the Corporation without Cause or by you for Good Reason in connection with such Change in Control.
| IV. | Eligibility for Severance; Requirement of Release. |
Any severance payments required hereunder shall commence on the first regular payroll date following the sixtieth (60th) day after the date of termination of your employment with the Corporation so long as, prior to such date, you execute and agree to be bound by (and do not revoke) a release of all claims, on a form provided by the Corporation, which releases any and all claims that you have or might have against the Corporation and which contains terms customary in such a release. If the Corporation does not receive an executed release prior to the date occurring sixty (60) days after the date of termination of your employment with the Corporation (including within such sixty (60) day period any applicable revocation period), the Corporation shall have no obligation to provide severance payments or benefits to you.
| V. | Compliance with Section 409A of the Code; Entire Agreement. |
To the extent the Corporation in the exercise of its reasonable judgment shall determine that Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) applies to any amounts payable to you hereunder, then any such amounts shall be paid in such fashion and at such times so as to ensure that the Corporation and you are in compliance with Section 409A of
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the Code; provided that the Corporation does not guarantee that any payments or benefits contemplated by this Agreement shall comply with Section 409A of the Code.
Notwithstanding anything to the contrary in this Agreement, in the event that any stock of the Corporation or any entity within the same controlled group (as defined in Section 414(b) of the Code), is publicly traded on an established securities market as defined in Section 1.409A-1(i) of the Treasury Regulations under Section 409A of the Code, payments to you that are subject to the provisions of Section 409A of the Code will not be made until the date that is six (6) months plus one day after your date of separation from service, or, if earlier than the end of the six-month period, the date of your death, if you are a Specified Employee (as defined below) to the extent required for compliance with Section 409A of the Code. Any payments delayed hereunder shall be paid in a single lump sum payment on such date. For purposes of this paragraph, “Specified Employee” means a key employee (as defined in Code Section 416(i)) of the Corporation or any affiliated organization with employees in the United States. You will be considered a key employee for the period commencing April 1 and ending on the March 31 thereafter if you were a key employee on the previous December 31 and such designation shall be effective solely for that period.
This Agreement contains the entire agreement and understanding by and between you and the Corporation with respect to your employment and supersedes any existing agreements between the Corporation and you, including the Offer Letter, with respect to such subject matter. No representations, promises, agreements, or understandings, written or oral, relating to your employment by the Corporation, or any of its officers, directors, employees, or agents, not contained herein shall be of any force or effect, other than any agreement(s) relating to confidentiality, intellectual property or restrictive covenants between you and the Corporation.
In no event shall any payment be made hereunder that shall exceed the limitations of Section 162(m) of the Code and any regulations thereunder applicable to the Corporation.
THE NEXT PAGE IS THE SIGNATURE PAGE
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IN WITNESS WHEREOF, the Corporation and you have duly executed this Agreement on the date set forth below.
CORPORATION:
FUELCELL ENERGY, INC.
/s/ Jason B. Few
Name: Jason B. Few
Its: President and Chief Executive Officer
Date: April 30, 2025
MICHAEL HILL
/s/ Michael Hill
Date: April 30, 2025
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