Not independent
Tenure on this board
11.2 yrs
4 nominees · 3 ballot items.
Elect four directors; ratify RSM US LLP as the independent registered public accounting firm; and hold a non-binding advisory vote to approve the company’s executive compensation (say-on-pay).
Election of four directors (Vincent J. Arnone, Douglas G. Bailey, Sharon L. Jones, and Dennis L. Zeitler) to serve one-year terms until the 2027 Annual Meeting.
Ratify the appointment of RSM US LLP as Fuel Tech’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve, on an advisory basis, the compensation of Fuel Tech’s named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying tables.
This proposal requests a non-binding advisory ("say-on-pay") approval of the compensation paid to Fuel Tech’s named executive officers as disclosed in the proxy. Management seeks shareholder endorsement to validate its compensation design, which combines fixed base salaries with at-risk elements: short-term incentives (the Corporate Incentive Plan and Current Objectives Plan or sales commission plans) tied to operating income and specific corporate objectives, and long-term equity incentives (performance-contingent RSUs including Look-Back, Total Revenue, New Business Revenue and Operating Income RSUs). The Compensation Committee emphasizes pay-for-performance features—minimum thresholds for CIP payouts, objective revenue and operating income targets for RSU grants, and a clawback policy—to align management incentives with company financial performance and stockholder value. The filing documents that, in recent years, Fuel Tech often did not meet CIP or certain RSU performance thresholds (resulting in reduced or no payouts), and that the Committee exercised discretion (e.g., granting 50% of Look-Back RSUs) reflecting its assessment of executive performance. The Board recommends FOR the proposal, arguing that the program appropriately balances short- and long-term incentives and is consistent with past stockholder support (over 94% approval in 2025). Although the vote is advisory and non-binding, the Board and Compensation Committee state they will review and consider the voting results in their ongoing evaluation of executive compensation. For institutional investors evaluating this proposal, key considerations include the specificity and rigor of performance metrics, the Committee’s discretionary adjustments when metrics are not met, historical outcomes (failed thresholds and partial grants), and governance features such as the clawback policy and equity ownership guidelines. The proposal does not change pay directly but seeks investor endorsement of disclosed practices; a negative vote would signal dissatisfaction and could prompt the Committee to alter incentive design, metric selection, or disclosure practices in future periods.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GRACE WHITE INC /NY | 4.9% | 1,541,307 | $2M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 4.5% | 1,407,806 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 987,998 | $1M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 482,045 | $588K |
| 5 | Peapod Lane Capital LLC | 1.5% | 478,842 | $582K |
| 6 | BlackRock, Inc. | 1.3% | 410,364 | $501K |
| 7 | US BANCORP \DE\ | 1.0% | 304,776 | $372K |
| 8 | GSA CAPITAL PARTNERS LLP | 0.8% | 246,252 | $300K |
| 9 | TWO SIGMA INVESTMENTS, LP | 0.8% | 238,079 | $290K |
| 10 | CITADEL ADVISORS LLC | 0.7% | 221,399 | $270K |
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