FUELCELL ENERGY INC (FCEL): director Peter Hopper elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) Election of New Director
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The Board of Directors (“Board”) of FuelCell Energy, Inc. (the “Company”) elected a new director, Peter Hopper, to serve on the Board effective October 26, 2026, until the annual meeting of the stockholders of the Company to be held in 2027 or until his earlier resignation or removal, after earlier increasing the number of directors serving on the Board to ten. In addition to his election to the Board, Mr. Hopper has been appointed, effective October 26, 2026, to serve on the Compensation and Leadership Development Committee and the Nominating, Governance and Sustainability Committee.
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There are no arrangements or understandings between Mr. Hopper and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Hopper has an interest that would be reportable under Item 404(a) of Regulation S-K.
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In connection with his election to the Board, Mr. Hopper will receive an annual retainer of $75,000 for service on the Board and for non-chair committee service on the Compensation and Leadership Development Committee and the Nominating, Governance and Sustainability Committee. This retainer will be prorated based on his service start date of October 26, 2026 .
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In addition, Mr. Hopper will receive an award of 2,231 restricted stock units (“RSUs”) under the Company’s Sixth Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), which Plan is described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 18, 2026. Such RSUs (i) will vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2027, (ii) are to be settled in cash or in shares of the Company’s common stock, at the discretion of the Compensation and Leadership Development Committee, as the administrator under the Plan, (iii) are subject to the Plan, and (iv) are subject to the terms and conditions set forth in the Restricted Stock Unit Award Agreement pursuant to which such RSUs are granted, which is based on the form of Restricted Stock Unit Award Agreement previously approved by the Compensation and Leadership Development Committee.
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As a non-employee director, Mr. Hopper is eligible to participate in the Directors Deferred Compensation Plan and to receive reimbursement of expenses as described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on February 18, 2026.
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