Fuelcell Energy Inc 8-K, filed Oct 7, 2026
Fuelcell Energy Inc (FCEL)
About this 8-K
Fuelcell Energy Inc filed this 8-K on October 7, 2026, reporting on events of October 4, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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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. |
On October 4, 2026, FuelCell Energy, Inc. (the “Company”) determined that Michael S. Bishop will end his service as Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) of the Company effective as of October 6, 2026, and, as mutually agreed, thereafter will continue to be employed by the Company for an additional six (6) month period as Senior Advisor to the Chief Executive Officer, effective October 7, 2026, through and including April 6, 2027.
On October 7, 2026, the Company and Mr. Bishop entered into an executive transition and separation agreement (the “Transition Agreement”) providing that, effective October 6, 2026 (the “Transition Date”), Mr. Bishop will cease to serve as Executive Vice President, Chief Financial Officer and Treasurer and will thereafter (beginning on October 7, 2026) serve as Senior Advisor to the Chief Executive Officer for a six (6) month period (the “Transition Period”) ending April 6, 2027 (the “Separation Date”) during which time he will receive an annualized base salary of $461,591.00 paid in weekly installments during the Transition Period. As the Board of Directors has deemed Mr. Bishop’s separation as an executive officer to be a termination without cause, following the Transition Period, Mr. Bishop will be eligible for the termination benefits provided in his amended and restated employment agreement, effective as of June 4, 2025 (the “Bishop Employment Agreement”). Accordingly, pursuant to the Transition Agreement, at the end of the Transition Period, Mr. Bishop will receive (1) a severance payment of $461,591.00, representing 12 months of annual base salary under the Bishop Employment Agreement, 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 68,518 outstanding unvested time-vesting restricted stock units; (4) eligibility for his fiscal year 2026 Management Incentive Plan award based on actual performance results for the fiscal year; and (5) subject to certain conditions, reimbursement or payment by the Company of the premium for continued medical, dental and vision benefits under COBRA for up to 12 months from the Separation Date. The vesting of Mr. Bishop’s outstanding unvested time-vesting restricted stock units will also accelerate if his employment or service with the Company terminates prior to the Separation Date. 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. Bishop as of the Separation Date will be forfeited. Pursuant to the Transition Agreement, during the Transition Period, Mr. Bishop will be eligible to receive a pro-rated performance bonus for his employment (not to exceed 100% of his performance target) but will not be eligible to participate in the Company’s Long Term Incentive Plan, 2018 Omnibus Incentive Plan, or any successor plan, or to receive other equity awards during the Transition Period.
Mr. Bishop’s benefits under the Transition 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 between Mr. Bishop and the Company.
The foregoing description of the Transition Agreement is a summary only and is qualified in its entirety by the terms of the Transition Agreement itself, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
On October 4, 2026, the Board of Directors (the “Board”) of the Company appointed Matthew Latino to serve as the Company’s Executive Vice President, Chief Financial Officer and Treasurer effective as of October 7, 2026. In these capacities, he will serve as the Company’s Principal Financial Officer and Principal Accounting Officer.
Mr. Latino, age 41, previously served, from November 2025 to June 2026, as Senior Vice President, Finance & Segment Chief Financial Officer – Measurement & Control Solutions (“MCS”) at Xylem Inc. (NYSE: XYL), the largest global water technology provider operating in public utility, industrial, commercial, agricultural and residential settings. Prior to that time, Mr. Latino served, from June 2024 to November 2025, as Vice President, Finance & Segment Chief Financial Officer – Americas & MCS; from June 2022 to June 2024, as Vice President, Finance & Segment Chief Financial Officer – Americas, MCS & Applied Water Systems (“AWS”); from January 2022 to June 2022, as Vice President, Finance & Segment Chief Financial Officer – Americas Commercial Teams & AWS; and from July 2012 to January 2022, in positions of increasing responsibility, including Vice President, Investor Relations, and various accounting and finance roles. In these roles at Xylem Inc., Mr. Latino was responsible for finance, accounting, strategic planning, budgeting, forecasting, SEC and management reporting, internal controls, executing and leading the investor relations program including all earnings and investor days, and various other finance activities. Before joining Xylem Inc., Mr. Latino served as an Audit Senior at Deloitte & Touche LLP from September 2008 to June 2012.
In connection with Mr. Latino’s appointment as the Company’s Executive Vice President, Chief Financial Officer and Treasurer, on October 6, 2026, the Company entered into an employment agreement with Mr. Latino effective as of October 7, 2026 (the “Employment Agreement”). The Employment Agreement provides for an annual base salary of $460,000 and a target annual bonus for fiscal year 2027 equal to 70% of Mr. Latino’s annual base salary, as determined and approved by the Board or a committee of the Board. Mr. Latino will also be entitled to participate in the Company’s long-term incentive compensation program under the 2018 Omnibus Incentive Plan, or any successor plan thereto, with the terms and conditions of any awards granted to Mr. Latino being in the sole discretion of the Board or a committee thereof; provided that his target award for fiscal year 2027 will be $1,000,000 and is expected to consist of 50% performance share units with performance goals generally corresponding to the performance goals applicable to the performance share units granted to other senior executives of the Company and subject to a three-year cliff vesting schedule, and 50% time-vesting restricted stock units. The Employment Agreement also provides for a sign-on bonus of $120,000, subject to repayment if Mr. Latino voluntarily leaves the Company or is terminated for cause (as defined in the Employment Agreement) before completing 12 months of service, and a one-time restricted stock unit grant valued at $400,000, expected to be issued in December 2026 and to vest over two years after issuance.
In the event that the Company terminates the employment of Mr. Latino without cause (as defined in the Employment Agreement) or Mr. Latino terminates his employment for good reason (as defined in the Employment Agreement), in either case other than in connection with a change in control, Mr. Latino will be entitled to receive a severance payment in an amount equal to 12 months of his annual base salary at the date of termination, payable over a 12-month period, plus reimbursement or payment by the Company of his COBRA premiums for up to 12 months, provided that he elects continuation of coverage under COBRA and he is not eligible for health coverage under another employer’s plan. Mr. Latino also will be entitled to accelerated vesting of all outstanding time-vesting equity awards, continued eligibility to earn a pro rata portion of any unearned performance awards based on actual performance following the end of the applicable performance period, and a pro rata portion of his annual bonus based on actual performance for the partial year of service.
In the event that Mr. Latino’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. Latino for good reason (as defined in the Employment Agreement), Mr. Latino 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 his target annual bonus for the year in which his employment is terminated (or for the prior year, if his target annual bonus has not yet been determined for the year in which his employment is terminated). The Company also will reimburse or pay Mr. Latino’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 further provides that any equity-based awards will accelerate and immediately vest if there is a change in control and Mr. Latino’s employment with the Company is terminated by the Company without cause or by Mr. Latino 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 10.2 and incorporated herein by reference.
There are no arrangements or understandings between Mr. Latino and any other persons pursuant to which Mr. Latino was selected to serve as Executive Vice President, Chief Financial Officer and Treasurer of the Company. There are also no family relationships between Mr. Latino and any director or executive officer of the Company, and Mr. Latino has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
| Exhibit Number |
Description |
| 10.1 | Executive Transition and Separation Agreement, entered into as of October 7, 2026, by and between FuelCell Energy, Inc. and Michael S. Bishop |
| 10.2 | Employment Agreement, effective as of October 7, 2026, by and between FuelCell Energy, Inc. and Matthew Latino |
| 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: October 7, 2026 | By: | /s/ Amanda J. Schreiber |
| Amanda J. Schreiber | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
Exhibit 10.1
October 6, 2026
Michael Bishop
Executive Vice President, Chief Financial Officer
via Hand Delivery and Email
Re: Executive Transition and Separation Agreement
Dear Mr. Bishop:
This executive transition and separation agreement (this “Agreement”) confirms that you will cease to serve in the role of Executive Vice President, Chief Financial Officer and Treasurer of FuelCell Energy, Inc. (the “Company”) effective as of October 6, 2026 (the “Transition Date”) and that you and the Company have agreed that you will continue to be employed by the Company for an additional six (6) month period (the “Transition Period”) in a new, advisory role of “Senior Advisor to the Chief Executive Officer” (the “Transition Employment”), effective October 7, 2026, through and including April 6, 2027 (the “Separation Date”), subject to the terms and conditions set forth herein. You also agree to resign, effective as of the Transition Date, from any other positions as an executive officer, officer or director you may hold with the Company or any of its subsidiaries.
During the Transition Period, subject to the terms and conditions herein and in exchange for your waiver of any claim of “Good Reason” or of the existence any of the enumerated conditions within the definition of “Good Reason” under Section III.A of your Employment Agreement, dated June 4, 2025, with the Company (your “Employment Agreement”), you will receive continued payment of base salary at the annualized rate of $461,591.00. You also agree that, other than Sections I, II.C, III.B, and, as noted earlier in this paragraph, the provisions related to “Good Reason” in Section III.A, all of which are expressly excluded, the other respective rights and obligations under your Employment Agreement shall apply during the Transition Period to your Transition Employment. You will receive a pro-rated bonus (not to exceed 100% of your bonus target) consistent with Section II.B of your Employment Agreement for the Transition Employment. In no event, however, shall you receive duplicative benefits under this Agreement and your Employment Agreement.
As Senior Advisor to the Chief Executive Officer pursuant to the Transition Employment, and as consideration for your receipt of base salary during the Transition Period consistent with Section II.A of the Employment Agreement, you shall be required to: continue to provide transition services, including consultation and guidance including in areas and as to matters that were within your scope of responsibilities during your tenure at the Company; support the onboarding of and transition of your responsibilities to your successor; and be available as reasonably requested to assist in any other matters that the Company, management, or the Board might reasonably require.
Subject to the above, and the terms and conditions herein, your separation at the end of the Transition Period will be deemed to be a termination without cause as defined in Section III.A of your Employment Agreement and accordingly, you will be eligible to receive severance benefits as provided under Section III.A of your Employment Agreement; provided that, for purposes of calculating the amount of such benefits and determining which outstanding time-vesting awards will vest, and which unearned performance awards shall remain eligible to be earned as of your separation, the Separation Date will be deemed your last day of employment. Your receipt of such severance benefits shall be contingent on your execution of and agreement to be bound by, and your non-revocation of, a final release of all claims in the form set forth in Exhibit A hereto within twenty-eight (28) days following the Separation Date as described in Section IV of your Employment Agreement (the “Release”). For the avoidance of doubt, you shall not be eligible to participate in the Company’s Long Term Incentive Plan, 2018 Omnibus Incentive Plan or any successor plan, or to receive restricted stock units or performance share units or other equity awards (as would otherwise be contemplated under Section II.C of your Employment Agreement) during the Transition Period.
The following paragraphs set forth the termination benefits (the “Separation Benefits”) the Company is offering to you in satisfaction of the payments and other benefits contemplated by your Employment Agreement, in exchange for, and contingent upon, your agreement to certain covenants and a release as set forth below.
1. The Separation Benefits consist of the following:
| a. | A severance payment in an amount equal to twelve (12) months of your annual base salary as of the Transition Date, to be made over a twelve (12) month period, with payments made in equal installments in accordance with the Company’s usual pay periods, subject to applicable withholding. Payment will commence with the pay period next following the expiration of the revocation period for the Release (provided that, if the period for providing and revoking the Release overlaps two calendar years, payment will not commence until the second calendar year) and will be contingent on your continued compliance with this Agreement and the Release. |
| b. | Following the expiration of the revocation period for the Release, 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 Transition Date (to the extent not then already vested), with settlement/payment of RSUs in shares or otherwise in accordance with the relevant RSU award grant. If your employment or service terminates prior to April 6, 2027, the vesting of such RSUs shall, notwithstanding anything to the contrary herein, automatically accelerate in full, so long as you provide the Release within twenty-eight (28) days following such termination and do not revoke the Release, with the settlement/payment of RSUs occurring in accordance with the relevant RSU award grant. A pro rata portion of your outstanding performance stock units held by you as of the Separation Date, to the extent not earned as of the expiration of the revocation period for the Release, 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 Separation Date will be forfeited. For the avoidance of doubt, according to the Company’s records, your outstanding time-vesting awards as of the Transition Date are as follows: |
| Grant Date | Total Number of Shares Subject to Award |
| 12/11/2023 | 4,592 |
| 12/30/2024 | 11,364 |
| 11/28/2025 | 52,562 |
| c. | Continued eligibility to receive payment of your Management Incentive Plan award for fiscal year 2026, 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, reimbursement or payment on your behalf, on a monthly basis, of the entire premium for continued medical, dental and vision benefits for you and your covered dependents, with such reimbursement or payment to continue for twelve (12) months following the Separation Date, provided that you are and remain eligible for COBRA coverage. The Company’s reimbursement or payment of these costs will cease before the end of such twelve (12) month period 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 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. |
2. By signing below, you agree and acknowledge that the Separation Benefits are in full satisfaction of your rights under the Employment Agreement and greater than any benefits to which you are otherwise entitled to by law, employment policy, or otherwise. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, you shall remain an “at will” employee at all times and nothing in this Agreement shall limit the ability of you or the Company to terminate your employment prior to the Separation Date for any reason or for no reason. You agree that the changes in your positions, duties, authority, responsibilities or compensation set forth herein, and any other change in your position, duties, authority, or responsibilities during or after the Transition Period, will not constitute “good reason” or otherwise be deemed a breach of any obligation of the Company or a constructive termination of your employment for purposes of any compensation, severance or other benefit programs.
3. Except as provided for in Paragraphs 6 and 7 below, as consideration for the Separation Benefits, by signing below, you, on behalf of yourself, your heirs, assigns, executors, successors and each of them, or any of them, hereby release the Company and the Released Parties (as defined below) from all claims or rights of any kind arising before or through the date you sign this Agreement. This release of all claims includes, but is not limited to, a release of all claims or rights arising out of or in connection with your employment with the Company in any capacity or role or the termination of that employment. This release of all claims also includes a release of any claim or right to further wages, compensation, benefits, damages, penalties, attorneys’ fees, costs, or expenses of any kind from the Company or any of the other Released Parties. You fully understand and acknowledge that this general release of all claims means that you are forever giving up and waiving all claims and rights, known or unknown, you may have against the Company or any of the other Released Parties based on any conduct that occurred on or before the date you signed this Agreement. By waiving and giving up such claims, you understand that you are releasing the Company and the other Released Parties from any liability or obligation for any expense, damage, losses, or other relief you might claim based on, among other things, the following:
| 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 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 Separation 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 Separation Date. |
4. The term “Released Parties” includes the Company and the Company’s past and present employees, directors, officers, agents, insurers, attorneys, shareholders, successors, executors and representatives of any kind. The term “Released Parties” also includes the Company’s parent, subsidiary and affiliated companies and their past and present employees, directors, officers, agents, insurers, attorneys, shareholders, successors, executors and representatives of any kind.
5. You specifically agree that this Agreement extends to unknown or unsuspected past, present or future rights, claims, injuries or damages of every nature and kind arising from or attributable to your employment with the Company that you might not be aware of at this time.
6. Notwithstanding the above, this Agreement does not waive any claims that you may have: (a) for compensation for illness or injury or medical expenses under any worker’s compensation statute; (b) eligibility for benefits under any unemployment compensation statute; (c) for benefits under any plan currently maintained by the Company in which you are currently a participant and that provides for retirement benefits; (d) under any law or any policy or plan currently maintained by the Company that provides health insurance continuation or conversion rights; (e) for indemnification and defense applicable to you as a Company officer under any existing Company by-law, policy, or insurance policy; or (f) any claim that by law cannot be waived or released.
7. Nothing in this Agreement prevents you from filing a charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Connecticut Department of Labor (“CDOL”), the Florida Commission on Human Relations (“FCHR”) or any other federal, state or local government agency, or otherwise cooperating with or providing information to any such agencies. However, this Agreement does prohibit you from obtaining any personal or monetary relief for yourself based on such a charge or based on your providing information to or cooperating with the EEOC, NLRB, CDOL, FCHR or any other state or local government agency; provided that, notwithstanding anything to the contrary herein, no provision of this Agreement shall be applied or interpreted so as to impede you (or any other individual) from reporting possible violations of law to any government agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal or state law or regulation.
8. This Agreement is intended by the parties to effectuate the knowing and voluntary release of all known and unknown claims, including claims under the Age Discrimination in Employment Act. You acknowledge that the releases and waivers of rights set forth in this Agreement are for the payment of monies that exceed those to which you would already be entitled under the Company’s existing benefits programs and payment of these monies is being made specifically contingent upon your consent to the releases and waivers contained herein.
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 Kfarrell@fce.com 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 entitled to any benefits under this Agreement until the seven (7) day revocation period has expired.
9. As additional consideration for the Separation Benefits, you acknowledge and agree that you shall continue to comply with your obligations under your Agreement for Assignment, Confidentiality, Non-Competition and Non-Solicitation with the Company (the “Non-Competition Agreement”).
10. You agree that you will cooperate with the Company and its legal counsel in the defense and investigation of any claims and/or lawsuits brought against the Company. In the event the Company requires any information or testimony from you in connection with any claim made against the Company, you agree to appear at any deposition, trial or arbitration, meet with the agents or attorneys of the Company as necessary, and provide the Company with any documents in your custody, possession or control. The Company agrees that it will pay you any reasonable out-of-pocket travel and/or copy expenses which you incur as a result of any specific request of the Company. Should you fail to meet your cooperation obligation as outlined in this Section 10, you agree that you will forfeit the Separation Benefits.
11. You agree that you will not publish or communicate in any way any information or opinions intended to damage the business or personal reputations of the Company and the Released Parties. However, nothing in this Agreement prevents you from: (a) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful, or (b) discussing the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.
12. You agree that, as a condition to your receipt of any Separation Benefits, on or as soon as possible after the Separation Date, you will return to Company any and all property belonging to the Company, including, without limitation, credit cards, keys, files, manuals, lists, books, computers and programs, documents, reports, plans, correspondence, studies and any other tangible thing or things in your possession.
13. To the extent the Company 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 Company and you are in compliance with Section 409A of the Code; provided that the Company 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 Company 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 Company 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.
14. You agree to keep the terms of this Agreement confidential and you agree not to disclose them to anyone without the approval of the Company (including any Company employee or former employee), except that you may disclose the terms of this Agreement to your attorneys, tax consultants, your immediate family, or if applicable, pursuant to court order and, to the extent this Agreement is publicly disclosed by the Company pursuant to applicable disclosure requirements, such as its Securities and Exchange Commission filing requirements, such confidentiality requirement will no longer apply after such public disclosure. In no event will anything in this Agreement prevent you from: (a) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful, or (b) discussing the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act. However, you represent and warrant that, as of the date of this Agreement, you know of no facts, evidence or circumstances that would cause you to believe that any of the Released Parties has violated any law, rule or regulation.
15. Should any material covenant, condition or provision (collectively “provision”) of this Agreement be determined by a court to be illegal or invalid, the Agreement will be rescinded, and the consideration paid returned, unless the party benefited by the provision chooses to waive the offending provision, in which case the remainder of this Agreement will be enforceable. For a party to waive the benefit of any provision, that party must deliver a written waiver to the other party within five days after the court's final determination that the provision is illegal or invalid.
16. This Agreement shall not be construed as an admission by the Company of any liability to you or of the violation by the Company of any statute or legal or equitable obligation, and the Company denies any such liability or violation.
17. This Agreement sets forth the entire agreement between you and the Company, and fully supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter of this Agreement (including your Employment Agreement), other than the Non-Competition Agreement, which shall continue in full force and effect. Any modification to this Agreement shall not be effective unless it is in writing and signed by both parties.
18. This Agreement shall be interpreted, construed, governed and enforced in accordance with the laws of the State of Connecticut.
19. This Agreement may be executed in counterparts. Each counterpart when executed shall have the efficacy of a signed original. Photocopies or PDF versions of such signed counterparts may be used in lieu of the originals for any purpose. The parties agree that this Agreement may be electronically signed and that the electronic signatures appearing on this agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Prior to the execution of this Agreement, either party may withdraw their consent to sign this Agreement electronically by notifying the other party that such consent is withdrawn.
| 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: October 7, 2026 | /s/ Michael Bishop |
| Michael Bishop |
Exhibit 10.2
October 6, 2026
Matthew Latino
Delivered via email
Dear Mr. Latino:
This employment agreement (this “Agreement”) is made and entered into effective as of October 7, 2026 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you.
WHEREAS, the Corporation and you desire to enter into this Agreement to set forth the terms and conditions of your employment relationship with the Corporation; and
WHEREAS, you acknowledge that by executing and delivering this Agreement, you will obtain certain rights, compensation, and benefits from the Corporation and that, 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, Chief Financial Officer and Treasurer 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, Chief Financial Officer and Treasurer. You shall report to the Corporation’s President and CEO, and 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 and to current and potential customer sites globally as needed.
| II. | Compensation. |
A. Your base annual salary will be $460,000.00 effective as of the Effective Date.
B. You will be eligible for an annual bonus as determined and approved by the Board or a committee thereof. For fiscal year 2027, you will be eligible for a target annual bonus equal to 70% of your base salary as determined and approved by the Board or a committee thereof. The actual amount of the bonus may be more or less than the target amount, and may be pro rated for any partial year of service. Any bonus may be payable in cash, stock options and/or restricted stock upon such terms and conditions as determined by the Board or a committee thereof. The Corporation will pay any such bonus by the end of the first quarter of the following fiscal year, provided you are employed by the Corporation on the date the bonus is actually paid. Payment of the bonus in any year should not be construed as requiring the payment of a bonus in any other year. You may from time to time also be eligible to receive other incentive awards at the Corporation’ sole discretion.
C. You shall be entitled to participate in the Corporation’s long-term incentive compensation program under its 2018 Omnibus Incentive Plan or any successor plan thereto (the “Plan”). The determination as to the amount or number of shares subject to any long-term incentive awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board or a committee thereof; provided that, as set forth in your offer letter, your target award for fiscal year 2027 will be $1,000,000 and is expected to consist of 50% performance share units with performance goals generally corresponding to the performance goals applicable to the performance share units granted to other senior executives of the Corporation (and subject to a three-year cliff vesting schedule) and 50% time-vesting restricted stock units. Any awards granted to you shall be subject to the provisions of the Plan and a separate written agreement embodying the grant of the award in the form stipulated pursuant to the Plan.
D. You shall receive a one-time payment of $120,000.00 (less taxes and any applicable withholding) within one month following the Effective Date (the “Sign On Bonus”). If you voluntarily leave the Corporation or are terminated for Cause, as defined under Section III.A, prior to completing twelve (12) months of service, you will repay the Sign On Bonus within thirty (30) days of your separation.
E. You shall receive a one-time equity grant of $400,000.00 to be issued at the same time as customary grant issuance (December 2026). This grant will vest in two (2) equal parts from its issuance and will be awarded as a restricted stock unit. Any awards granted to you shall be subject to the provisions of the Plan and a separate written agreement embodying the grant of the award in the form stipulated pursuant to the Plan.
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.
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| III. | Severance Benefits. |
A. Termination Without Cause or for Good Reason. In the event that the Corporation terminates your employment without Cause (as defined below) or you terminate your employment for Good Reason (as defined below) other than in connection with a Change in Control (as defined below), you will be entitled to receive:
1. A severance payment in an amount equal to twelve (12) months of your annual base salary as of the date of termination, payable over a twelve (12) month period, with payments made in equal installments in accordance with the Corporation’s usual pay periods.
2. Payment by the Corporation of your COBRA premiums for up to twelve (12) months provided you elect continuation of coverage under COBRA and you are not eligible for health coverage under another employer’s plan. The Corporation reserves the right to provide you with a cash equivalent of the cost of such COBRA premiums in lieu of making the premium payments. Such payments will be made over a twelve (12) month period in equal installments.
3. Accelerated vesting of all outstanding time-vesting equity awards, provided, however, that a pro rata portion of any unearned performance awards shall remain eligible to be earned following the end of the applicable performance period based on actual performance achieved (with all remaining unearned performance awards being forfeited).
For the avoidance of doubt, upon a termination of your employment under this Section III.A, you will also be eligible to receive a pro rata portion of your annual bonus consistent with Section II.B based on actual performance for such partial year of service.
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 thirty (30) 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.
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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:
1. A material diminution in your base salary;
2. A material diminution in your authority, duties or responsibilities; including any change in your reporting line such that you no longer report to the President and CEO; or
3. A material diminution in the budget over which you retain authority.
4. A material change in the geographic location at which you must perform your duties.
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.
B. Change in Control. In the event that your employment is terminated by the Corporation for any reason other than for Cause or you resign for Good Reason, in each case in connection with a Change in Control, you will be entitled to receive a severance payment in an amount equal to one (1) year of your base salary as of the date of termination plus your target annual bonus for the year in which your employment is terminated (or for the prior year, if your target annual bonus has not yet been determined for the year in which your employment is terminated). The Corporation will also pay your COBRA premiums for up to twelve (12) months provided you elect continuation coverage under COBRA and you are not eligible for health coverage under another employer’s plan. The Corporation reserves the right to provide you with a cash equivalent of the cost of such COBRA premiums in lieu of making the premium payments. The severance payment will be made over a twelve (12) month period following the date of termination, with payments made in equal installments in accordance with the Corporation’s usual pay periods. Upon a termination of your employment under this Section III.B, you will also be eligible to receive a pro rata portion of your annual bonus consistent with Section II.B, calculated at the target performance level.
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 twenty-four (24) 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 twenty-four (24) month period thereafter, the termination will be deemed to be in connection with a Change in Control.
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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 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.
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Notwithstanding anything to the contrary herein, upon a Change in Control, if the Corporation’s legal counsel or accountants determine that any payment, benefit or transfer by the Corporation or an affiliate under this Agreement or any other plan, agreement, or arrangement to you or for your benefit (in the aggregate, the “Total Payments”) to be subject to the tax (“Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) but for this paragraph, then the Total Payments shall be delivered either (a) in full or (b) in an amount such that the value of the aggregate Total Payments that Executive is entitled to receive shall be One Dollar ($1.00) less than the maximum amount that you may receive without being subject to the Excise Tax, whichever of (a) or (b) results in you receiving the greatest benefit on an after-tax basis (taking into account applicable federal, state and local income taxes and the Excise Tax). In the event that (b) results in a greater after-tax benefit to you, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (i) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (ii) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (iii) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).
C. Other Terminations of Employment. In the event that your employment is terminated under any circumstances not described above, you will be entitled to receive only your accrued but unpaid base salary and accrued but unused vacation as of your termination date, which shall be paid in accordance with the Corporation’s customary payroll procedures; reimbursement for unreimbursed business expenses properly incurred by you, paid in accordance with the Corporation’s expense reimbursement policy; and employee benefits, if any, to which you may be entitled under the Corporation’s employee benefit plans as of the date of your termination.
| 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 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 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.
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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 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.
All amounts payable under this Agreement shall be subject to applicable withholding for taxes. 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: | October 6, 2026 | |
| EXECUTIVE | ||
| /s/ Matthew Latino | ||
| Matthew Latino | ||
| Date: | October 6, 2026 | |
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