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ESG Risk Management
Our ESG Committee is well positioned to identify and develop a response to ESG-related risks as they are encountered, and the formalized committee structure adds a level of transparency and accountability in the ongoing management of such risks. The director of sustainability and senior director of EH&S are tasked with coordinating dedicated cross-functional groups in their development of risk responses and programming once ESG-related risks are identified. The ESG Committee evaluates related risks for significance and recommends to the CEO strategies for responding to and managing the risks.
Climate-related risks are a high priority for us due to their likelihood, impact and velocity, and are part of our sustainability-related governance framework. Climate risks are considered and addressed, as needed, in the budgeting process for product, services and electricity costs, primarily related to the ESG risks of market and technology shift, policy and legal and physical risks.
Climate Related Risks and Opportunities
We take climate change risk seriously. While our products and technologies can help customers respond to current climate risks and mitigate future effects by reducing GHG emissions, we understand that our business is subject to those same risks. We expect climate considerations to drive fundamental shifts in the energy industry for years to come.
Global warming and resulting extreme weather are having significant economic, environmental and social impacts in the United States and around the world. These and anticipated future impacts have resulted in a wide array of market and regulatory responses, and will continue to do so. Our business can be impacted by climate change, and by those market and regulatory responses, in a variety of ways. We closely follow the impacts of climate change on the energy system and its customers, as well as the regulatory, policy and voluntary measures taken in response to those impacts, so that we may understand and respond to changing conditions that may affect our company, our customers and our investors and business partners.
The direct impacts of climate change on energy systems, including the increased risk they pose to energy service disruption, may provide increased opportunity for our extremely reliable and resilient energy generation. New or more stringent international accords, national or state legislation or regulation of greenhouse gas emission may increase demand for our bioenergy and hydrogen-based products, but they may also make it more expensive or impractical to deploy natural gas-fueled Energy Servers in some markets notwithstanding their enhanced environmental performance relative to combustion-based technologies, or may cause the loss of regulatory or policy incentives for those deployments.
We have undertaken a TCFD-based assessment of climate risks and opportunities by looking at the following areas: market and technology shifts, reputation, policy and legal and physical risks. The following is a list of the climate risks and opportunities that we have identified. We are taking steps to address each of them, as further described in our TCFD-aligned Sustainability Report.
Market & Technology Shifts
Risk: Market & Technology Shifts
Acceleration of renewable energy procurement goals may occur.
| | Opportunity: Market & Technology Shifts
Increased customer interest in delivery of reliable, resilient, renewable and/or zero-carbon baseload power creates opportunities for our innovative product offerings
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Reputation | | Risk: Reputation
As the energy transition intensifies, industry, non-governmental organizations and policymakers may develop opposing viewpoints.
| Opportunity: Reputation
We believe we are well positioned as a thought leader on critical resilience and mitigation efforts.
Continued delivery of community impact projects can provide a platform for stakeholder engagement with the potential for reputational enhancement.
Pilot activity can demonstrate new operating models applicable beyond Bloom Energy.
| | | | | | | | | | | | | | Policy and Legal | | | | | | | | | | | | | |
2023 Sustainability Highlights | | | | | | | | | | | | | | | | | | | | | | | | Risk: Policy and Legal
In some jurisdictions, local utility companies or the municipality have denied our request for utility service connection or have required us to alter the operating profile of certain projects.
We may be subject to a heightened risk of regulation and a potential loss of certain enabling incentives.
Our projects may also become subject to carbon pricing.
Climate | | Opportunity: Policy and Legal
New federal and state incentives for biogas, hydrogen and carbon capture and utilization and storage (“CCUS”) related energy projects are possible.
The blending of renewable hydrogen into natural gas infrastructure is also being tested actively by several gas utilities domestically.
| Waste | | | Governance | | | Physical Risks | | | | | Risk: Physical Risks
We rely on a limited number of third-party suppliers for some of the raw materials and components for our Energy Servers. Our supply chain could be disrupted by severe weather events.
Our offices and manufacturing facilities could be impacted by climate-driven severe weather. Similarly, our equipment in operation could be impacted by physical climate risks.
| Opportunity: Physical Risks
Climate-driven severe weather (including wildfires, hurricanes and winter storms) is expected to continue to intensify, straining grid operations and incentivizing resilient power solutions like our microgrids.
Sustainability Performance
Our business, the Energy Server platform and our product roadmap are designed to support the global energy transition to low/no-carbon energy solutions. Bloom Energy offers solutions that are designed to significantly lower harmful criteria pollutants and reduce global greenhouse gas emissions. Our Energy Server, which offers reliable based-load power, can displace less efficient energy equipment, including combustion-based power producers and on-site stationary internal combustion engines. In addition to criteria pollutants, the Bloom Energy Server offers lower greenhouse gas emissions by displacing a less efficient marginal grid.
Our commitment to the environment not only extends to the communities where our products operate, but also the communities in which we manufacture our products. Our manufacturing facilities are committed to resource efficiency, responsible design, material management and recycling. We design our products to consume minimal water and operate at a high-power density, which optimizes land use. Our 2021 sustainability report details more about our programs and performance, but we have highlighted several key impacts and initiatives below.
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DESIGNED WITH SUSTAINABILITY IN MIND
2021 Impact and Program Highlights
| ● | In 2021, we established an ISO 14001-informed Environmental Management System (EMS) that provides the framework for managing its environmental impacts. | | | | ● | We continued our strong end-of-life product management performance by maintaining our impressive 98% recycling rate 992,481 tonnes of materials by weight. | | | ● | We avoided nearly 100 tonnes of hazardous waste through our innovative and circular end-of-life program for our desulphurization units, where we recycle material into copper compounds that can be reused. | | | ● | Our weighted average Bloom Energy Server lifetime efficiency increased slightly to almost 56%, and we held our projected median time to refurbishment constant at approximately 5.5 years. | | | ● | Our continued global expansion helped increase our weighted average avoided global greenhouse gascarbon emissions from our Bloom Energy Server fleet by almost 4.5%. Our 2021fuel cell projects120,000 tonnes of avoided carbon emissions from our certified gas program | | 3,559 tonnes of material recycled through our repair and overhaul operations 99% recycling or reuse rate was over 31% vs. grid alternatives.of our product materials at end of life | | Physical Climate Risks quantified through our first forward scenario exercise and integrated into our enterprise risk management (“ERM”) program | | | | | | | | | | ● | | | | | | | | Air Quality | | Due | Supply Chain | | | Community | | | | | | | | | | | | | | | $19-42 million savings to local health-care systems throughout the U.S. by emissions avoided from our non-combustion technology and low levels | | 96% of criteria pollutant release, our projects saved local health systems throughout the United States $35-76 million in estimated health system costs. | | | ● | Our projects avoided over 400 billion gallons of water withdrawals from the power system in drought-stricken California, where more than 55% of Bloom’s installed base of Energy Servers is located. | | | ● | We calculated our first eco-efficiency metric, demonstrating that the manufacture of the Bloom fuel cells only uses 0.33% of the energy the Energy Servers will subsequently produce, which means the fuel cells generate 300 times the amount of energy over a 5.5-year life span than it takessuppliers responded to manufacture them. | | | ● | We continued to work with suppliers to enhance our conflict minerals program, increasingsupplier survey up from 92% in 2022 | | $337,000 raised through expansion of our supplier response rateBloom Energy Stars & Strides Community Run/Walk | | | | | | | | | | | | | | | | | | Water | | | Product | | | Employees | | | | | | | | | | | | | | | 39 billion gallons of water withdrawal avoided from 82% to 88%.central station power plants nationally | | 90% Combined efficiency available from our new CHP solution 4MW Bloom electrolyzer demonstration deployed, the world’s largest solid oxide installation | | 66% of U.S. employees are ethnically diverse 10 years of manufacturing excellence in Delaware celebrated | | | | | | | | |
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Living Our Employees Taking Care of Our Employees
We recognize that our achievements are possible because of our talented, diverse team members, who live and work around the world. We are dedicated to creating a workplace where our employees feel valued and engaged in meaningful work. In order to attract and retain our employees, we strive to maintain an inclusive, diverse and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits and health and wellness programs. It is also vital that we continue to encourage and nurture our employees’ engagement and connection to our culture and mission.
Connecting Employees and Bloom’s Purpose
Now, more than ever before, people are looking for purposeful and fulfilling work. At Bloom, Energy, we recognize the importance of communicating our mission clearly, living our core values, and connecting our employees to our purpose. We are proud of the results achieved through our intense focus placed on retaining talent in a hyper-competitive job market.This means addressing climate change and its impacts;impacts, changing the future of energy by leading the world’s energy transition and how we power the world;world, underscoring the important role our employees have in advancing our mission and making the world a better place; andplace, as well as doing the right thing for the greater good of our society and our stakeholders. Taking Care of Our Employees Our achievements are possible thanks to our global workforce of skilled and diverse workers. We recently enhancedare dedicated to creating a workplace, everywhere in the world, where our talent program through the introduction of a comprehensive Talent Management System designed to link performance to business results, enabling each employee to make a direct connection between their roleemployees feel valued and contributionsengaged in meaningful work. Just as our people support and the success of Bloom Energy.Promoting Inclusion and Diversity
Sinceadvance our founding,mission, we have been committed to advancing inclusion and diversity across our organization. We endeavoraim to foster a workplaceculture of innovation, respect, collaboration, and transparency that values each person and contribution and promotes an environment of positive engagement and productivity. We recognize that having a multi-faceted team—with a wide array of knowledge, skills, experience and viewpoints—fuels our innovation and growth. One of our greatest strengths is the talent and uniqueness ofenables our employees to thrive and grow their connection to Bloom’s purpose. To attract and build a strong, diverse talent pipeline, we believe diverse leaders serve as role modelspartner with local communities, universities, and industry groups. We strive to maintain a safe, inclusive, and engaging workplace, with opportunities for
our inclusive workforce.As of December 31, 2021,employees to grow in their careers, supported by strong compensation, benefits, and health and wellness programs.
At Bloom, we had more than 1,700communicate our mission clearly, live our core values, and connect our employees worldwide, of which approximately 1,400 were locatedto our purpose: to make clean, reliable energy affordable for everyone in the United States, 270 were locatedworld. Building solutions to address decarbonization and energy security requires us to have an employee base that is committed to working in Indiaan innovative and 40 were located in other countries. We are proud that 60%collaborative manner and requires management to create a safe, welcoming environment with clear communication of our employee population is ethnically diversepriorities and 21% is female. This includes our Executive Management Team, which includes 33% ethnic minoritiescompany direction. Talent Acquisition and 40% women. Our Executive Management Team is comprised of four ethnically diverse individuals and three women. Our Board is also diverse, with 44% of the positions filled by ethnic minorities, including a female African-American member. In addition, 30% of our senior leadership team, those with the title of director and above, are women.
Development To attract, retain, and diversify our exceptionally talented team,workforce, we continue to evolve our hiring strategies, track our progress, and hold ourselves accountable to advancing global diversity. These efforts are led by our Human Resources department and overseen by the Board, but are imbedded in the hiring practicesBoard. An important part of every department tin the organization. Ourour talent acquisition strategy centers on recruiting candidates from underrepresented groups through increasedtargeted advertising and outreach. Forlocalized events. We have enhanced our talent program through the introduction of a comprehensive Talent Management System designed to link performance and contribution to business results, enabling each employee to make a direct connection between their contributions and the success of Bloom. This comprehensive program includes goal setting, monthly check-ins, feedback solicitation, self-assessments, and an annual contribution assessment conversation meant as much as an opportunity to have career development discussions as to provide constructive feedback. Our Talent Management System provides employees with the resources required to achieve their goals and engage in meaningful feedback discussions with their managers, leading to development, exposure to new experiences, and real-time learnings. In 2023, we continued our Effective Interviewing course for hiring managers and interviewers, and provided a series of global employee learning sessions to support our employees’ ability to effectively engage with their managers. At Bloom, we invest in our employees' progress. This past year we launched Bloom Energy University, an enterprise learning system designed to empower our people and increase their career advancement. The program is designed to promote engagement and equip employees with the skills to help Bloom build a cleaner, more energy-abundant world. In 2023, close to 300 employees went through a management development program and 216 individual contributors went through a series of online trainings. We also held regular Be Inspired sessions to help with business literacy and technology learnings. | | | | | | | | | 10 | Bloomenergy | 2024 Proxy Statement |
Promoting Inclusion and Diversity Since our founding, we have been committed to advancing inclusion and diversity across our organization. We endeavor to foster a work environment that values each person and contribution while promoting diversity of thought, positive engagement, and productivity. We recognize that having a multi-faceted team—with a wide array of knowledge, skills, life and professional experience, and viewpoints—fuels our innovation and growth. One of our greatest strengths is the diversity of our employees, and we believe diverse leaders serve as role models for our inclusive workforce. We continuously evolve our hiring strategies, track our progress, and hold ourselves accountable to advancing global diversity. We seek to hire employees from a broad pool of talent with diverse backgrounds, perspectives, and abilities, and we believe diverse leaders serve as role models for our inclusive workforce. Our Effective Interviewing course for hiring managers and interviewers covers unconscious bias. Our continued engagement with organizations that partner with diverse communities have been essential to our efforts to increase women, veteran, and minority representation in our workforce. At the end of 2023, ethnic minorities represented 66% of the Bloom U.S. population and 43% of the leadership population (Directors and above). Bloom Energy Women Leaders (“BEWL”) is an employee group aiming to create and encourage a Bloom culture where women leaders thrive. BEWL is open to all employees and consists of members from all levels of leadership. Women at Bloom represent 25% of the population and BEWL is one example of the efforts the company is engaging in to increase the percentage of women in leadership positions (15%). | | | | | | | Female Employees | 2023 | | All Employees | 25 | % | | Directors and above | 15 | % | | | | Ethnically Diverse | 2023 | | All Employees (US only) | 66 | % | | Directors and above | 43 | % |
We partner with several veteran search firms to identify talent leaving the military. At the end of 2023, 7% of our 2021 University intern program resulted in representation of 50% women, 45% underrepresented minorities and 10% veterans. In addition, we take prideworkforce has a military background, including 33% in the fact that over 9% of our United States employee population are veterans as of year-end 2021.16 | |
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Service organization. In Delaware, we have worked with the Dover Air Force base and the Delaware National Guard for hiring events. Bloom was awarded the Warrior Friendly Business award for 2023 by the Delaware National Guard. Our continued engagement with organizations that work with diverse communities has been vital to our efforts to increase women and minority representation in our workforce. For example, ourOur “Careers at Bloom Silicon Valley” Campaigncampaign targets recruiting diverse talent from underserved communities for hourly manufacturing roles. We actively engage localTo promote inclusivity, we advertise our jobs in multiple languages and participate in community leaders to gainjob fairs giving equal access to untapped underserved communitiesopportunities. In line with our mission, in 2023 we also launched the inaugural Colin Powell - Bloom Energy Innovation Fellowship. We partnered with City College of New York Colin Powell School for Civic and to attract talent that is generally not easily accessible. We are building a diverse talent slate of future generation leaders through our progressive outreach programs.Compensation and Benefits
Our talent strategy is integral to our business success and we design competitive and innovative compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs (which vary by country/region) include annual bonuses, stock awards, an employee stock purchase plan, a 401(k) plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, parental leave, flexible work schedules, an extensive mental health program, fitness center and financial planning and education.
Employee Health, Safety and Training
We are committed to the health, safety and wellness of our employees. Our “Design for Safety” initiatives focus on prevention and continuous improvement through interactive training programs with employees, hands-on audits, monthly team meetings, and deep-dive investigations when incidents do arise so we can learn and improve.
We manage occupational health and safety via our Injury and Illness Prevention Program (“IIPP”). The IIPP is our EH&S standard and applies across our business. We track all safety incidents electronically and require submittal of an incident report within 24 hours that includes identification of immediate, short-term and long-term corrective actions, as well as root causes. We review quarterly and annual data on incidentsGlobal Leadership to identify trends and target resources for improvement.
As the world still grapplesa dozen summer interns. These are students from underrepresented minorities, with the COVID-19 pandemic, we remain committedmajority of them being the first to providing for the healthattend college in their family. We also have partnerships with a number of historically black colleges and safety of our employees. We follow stringent CDCuniversities, including Delaware State University and local guidelines as they continue to evolve.
Business Ethics and Compliance
At Bloom Energy, we endeavor to create a culture of ethical decision making. Acting ethically builds loyalty, trust and respect with our employees, business partners, customers and the communities we serve. Each of the countries where we do business has its own laws, regulations and customs. We strive to comply with the law, wherever we live or work.
Global Code of Business Conduct and Ethics
Our Global Code of Business Conduct and Ethics (“Code of Conduct”) applies to Bloom Energy Corporation and its subsidiaries and their employees, corporate officers and directors, as well as contractors assigned to work at Bloom Energy. The Code of Conduct is available in all applicable languages and addresses a range of ethics and compliance issues Bloom faces around the world. It summarizes key compliance policies and helps put Bloom’s ethical principles into practice. The Audit Committee, on behalf of the Board, oversees compliance with the Code of Conduct, including the consideration of actual and potential conflicts of interest, the review and approval of related party transactions and the review and approval of procedures for handling complaints regarding accounting or auditing matters.
We are committed to complying with our Code of Conduct and obeying all applicable laws where we do business.
Our Code of Conduct is available on our website at https://investor.bloomenergy.com under the “Corporate Governance” tab. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code Conduct by posting such information on our website at the address specified above within four business days of any such amendment or waiver.
Howard University. | 2022 PROXY STATEMENT | | | | | | | Bloomenergy | 2024 Proxy Statement | 1711 |
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Global Business Partner Standards
We choose business partners who share our mission, and we intend to only work with those who agree that our shared success is based on acting ethically and lawfully. Following the law is not enough. Our business partners are asked to adhere to our Global Business Partner Standards, which include expectations around legal compliance, ethical business conduct, human rights and anti-trafficking, supply chains, worker health and safety and environmental impact.
Whistleblower Protection
We provide an external channel for employees, contractors and business partners to ask questions and report concerns or potential violation of the law, our Code of Conduct or our policies. Our Ethics Helpline is hosted by an independent third party and allows reporters to remain anonymous, where permitted by local law. We do not allow retaliation against anyone who, in good faith, discloses any actual or suspected violations of the law, our Code of Conduct or policies, or participates in an investigation.
The Audit Committee receives a regular report from executive management that summarizes the number and types of issues submitted to us through our Ethics Helpline and management’s responses.
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PROXY VOTING ROADMAP
| ITEM
1 | Election of DirectorsThe Board recommends a vote FOR each nominee
See page 23 for additional information
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Why the Board recommends you support our nominees
| ●Our Board has nominated the following individuals for election as Class I directors to hold office until the 2025 Annual Meeting:Governance Highlights | | |  KR Sridhar, who, as our Founder, Chairman & CEO, has proven, unparalleled and in-depth knowledge of our technology, operations, markets, regulatory environment, customers, employees and competition, and has led us to our current level of financial performance | | | Mary Bush, who, with 30+ years as an advisor to U.S. companies and U.S. and foreign governments, public banking leadership and several presidential appointments, and has wide-ranging experience with government, capital markets and global financial regulatory systems, as well as extensive experience and knowledge in finance and accounting | ● | The Nominating Committee works continuously to refresh the Board and maintain alignment with our strategic direction, with four new directors joining since 2017 to create an experienced Board that is 83% independent and 50% gender/ethnically diverse | | | |
ITEM
2 | Say on Pay | The Board recommends a vote FOR this proposal
See page 73 for addition information
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Why the Board recommends you support this proposal
● | The Compensation Committee, with the assistance of an independent compensation consultant, has designed our compensation program to attract, retain and motivate highly-qualified executives and align their long-term interests with our stockholders | ● | A majority of target compensation for our named executives is delivered in cash and equity incentives tied to specific financial and operating performance measures designed to drive long-term stockholder value | ● | The Compensation Committee granted a special equity award in the form of a time-based RSU award and two separate PSU awards to Dr. Sridhar (collectively, the “CEO Performance Award”). The CEO Performance Award is designed to ensure Dr. Sridhar’s retention, recognize his contributions to Bloom Energy and incentivize outperformance of performance operating metrics and key financial goals, and is intended to replace his ongoing annual equity awards for a five-year time period | | |
ITEM
3 | Increase in Authorized Preferred Stock | The Board recommends a vote FOR this proposal
See page 74 for addition information
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Why the Board recommends you support this proposal
● | In 2021, we expanded our successful power generation partnership with SK ecoplant to help us establish market leadership in the hydrogen economy, and as part of that deal, SK ecoplant purchased all 10,000,000 shares of our authorized preferred stock | ● | The proposal would replenish our authorized preferred stock (increasing the authorization from 10,000,000 to 20,000,000 shares), which will provide us with flexibility in structuring future additional strategic partnerships or using for other corporate purposes | | |
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ITEM
4 | Amend Restated Certificate of Incorporation to Align the Choice of Forum Provisions with the Bylaws | The Board recommends a vote FOR this proposal
See page 76 for addition information
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Why the Board recommends you support this proposal
● | In 2020, we amended our Amended and Restated Bylaws (the “Bylaws”) to add an exclusive forum provision that provides that the Delaware Court of Chancery shall serve as the sole and exclusive forum for certain legal actions, and that if the Delaware Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware will | ● | Our Restated Certificate of Incorporation (the “Restated Certificate”) currently contains an exclusive forum provision that provides that the Delaware Court of Chancery shall serve as the sole and exclusive forum for certain legal actions, but does not contain the additional provision contained in the Bylaws regarding the alternative forum of the federal district court for the District of Delaware and some other non-substantive language that is in the Bylaws | ● | Seeking approval to align our corporate documents and also include a savings clause | | |
ITEM
5 | Increase in ESPP Share Pool | The Board recommends a vote FOR this proposal
See page 78 for addition information
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Why the Board recommends you support this proposal
● | Our 2018 Employee Stock Purchase Plan (the “ESPP”) is a broad-based plan that promotes employee stock ownership and helps us to attract, motivate and retain top talent at reasonable cost to stockholders by allowing employees to purchase Class A common stock at a discount | ● | The current number of Class A shares authorized for issuance under the ESPP is 10,202,023 | ● | The proposal would increase the ESPP share pool available for issuance from 4,179,771 to 14,179,771 Class A shares, which we believe is reasonable as it represents additional stockholder dilution of only 5.7% | | |
ITEM
6 | Independent Auditor Ratification | The Board recommends a vote FOR this proposalSee page 81 for addition information
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Why the Board recommends you support this proposal
● | Our Audit Committee undertakes a robust annual review before engaging the independent auditor, considering factors such as the auditor’s independence, performance, quality, candor, capability, expertise and appropriateness of fees | ● | Following this review, our Audit Committee reappointed Deloitte & Touche LLP as our independent auditor for 2022, and they have served in this capacity since September 2020 | | |
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PROXY STATEMENT HIGHLIGHTS
Our Board at a Glance(see Board bios beginninglearn more on page 26) | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Primary Occupation | Career Highlights | Age | Director Since | Committees | Other Current Public Company Boards | | AC | CC | NC | | Continuing Class I Directors | | Mary K. Bush President Bush International, LLC Independent | •30+ years advising U.S. corporations and foreign governments •Held several Presidential appointments in banking and international finance | 75 | 2017 | C* | | | 1 | | | | | | | | | | | | | | | | | | | | KR Sridhar Founder, Chairman & CEO Bloom Energy | •20+ years at Bloom Energy as Founder, Chairman & CEO •Former Professor of Aerospace and Mechanical Engineering •Former advisor to NASA | 63 | 2002 | | | | 1 | | | | | | | | | | | Continuing Class II Directors | | Jeffrey Immelt Lead Independent Director Venture Partner New Enterprise Associates, Inc. Former Chairman & CEO General Electric Independent | •15+ years leading GE as CEO/Chair •Named one of the “World’s Best CEOs” 3x by Barron’s •Former Chair of the President’s Council on Jobs and Competitiveness under the Obama Administration | 68 | 2019 | | C | | 3 | | | | | | | | | | | | | | | | | | | | Eddy Zervigon CEO Quantum Xchange Independent | •Former CPA at PwC •15 years as a Managing Director at Morgan Stanley where he worked with us during our early growth stages •CEO of Quantum Xchange, a cybersecurity company | 55 | 2007 | M* | | C | - | | | | | | | | | | | Nominees for Election as Class III Directors | | Michael J. Boskin Professor of Economics & Hoover Institution Senior Fellow Stanford University Independent | •50+ years as Stanford University faculty member •Former chairman of the President’s Council of Economic Advisors •20+ years on ExxonMobil board | 78 | 2019 | M | | M | 1 | | | | | | | | | | | | | | | | | | | | John T. Chambers Founder & CEO JC2 Ventures Former Chairman & CEO Cisco Independent | •20+ years leading Cisco Systems as CEO/ Chair •Global Ambassador of the French Tech •Named a “Best-Performing CEO in the World” from Harvard Business Review and received the “Edison Achievement Award for Innovation.” | 74 | 2018 | | M | | - | | | | | | | | | | | | | | | | | | | | Cynthia (CJ) Warner Former President and CEO Renewable Energy Group Independent | •Former President and CEO of Renewable Energy Group, a leading international producer of low carbon, bio-based diesel •Named “Director of the Year, Corporate Governance” by the Corporate Directors' Forum in 2023 and “Alumni of the Year, 2023” by Vanderbilt University | 65 | 2023 | M* | | M | 2 | | | | | | | | | |
| | | | | | | | | 12 | Bloomenergy | 2024 Proxy Statement |
We maintain an engaged and attentive Board. All directors attended at least 75% of all Board and committee meetings during the period in which he or she was on the Board or committee in 2023, with an average attendance of 99%. | | | | | | | | | | | | | 5 | 5 | 4 | 4 | Board Meetings. Directors also participated on calls in between formal meetings. | Audit Committee Meetings | Compensation and Organizational Development Committee Meetings | Nominating, Governance and Public Policy Committee Meetings |
Board Composition(seelearn more on Board diversity beginningpage 16) Our directors reflect a range of tenures and diverse experiences that support our strategy with relevant expertise. | | | | | | | | | | | | Tenure (non-employee directors) | Diversity | Independence | Age | | | | | | | | |
Director Experience(learn more on page 25)
17) When selecting directors to join our Board, we seek candidates with: | | | | | | | | | | | | | 100% | 100% | 100% | 100% | | of Directors | of Directors | of Directors | of Directors | | | | | Extraordinary Leadership Qualities | High Personal and Professional Integrity and Ethics | Diversity of Thought | Demonstrated Experience in Strategy, Risk Management, and Driving Change and Growth |
| 2022 PROXY STATEMENT | | | | | | | Bloomenergy | 2024 Proxy Statement | 2113 |
Governance Practices (learn more on page Table31) Our corporate governance practices are designed to support effective Board oversight, the execution of Contentsour strategy, and alignment with stockholder interests, including: Stockholder Engagement(learn more on page 44proxy statement highlights
) We engage with our stockholders on both the portfolio management and stewardship sides. On the portfolio management side, our investor relations team, CEO, and CFO regularly communicate with stockholders and attend conferences. We also host an Investor Conference to share our vision and plans with investors. On the stewardship side, our management team proactively interacts with our stockholders throughout the year to better understand their perspectives on significant issues. The feedback from these meetings, and from our stockholder engagement in general, is shared with our Board and the relevant Board committees. Stockholder Engagement in Calendar Year 2023 | | | | | | | | | | | | | Conferences | Bloom Investor Conference | Proactively Contacted for 1-on-1 Meetings | Topics Discussed | | | | | | 9 | 60 | >50% of unaffiliated Shares | Financial Performance Strategic Positioning Operational Priorities Corporate Governance Executive Compensation Sustainability Initiatives | | Conferences | Investors | | | | | | >200 Firms | 3-Hour | | Global | Showcase Event | | | | |
| | | | | | | | | 14 | Bloomenergy | 2024 Proxy Statement |
Executive Compensation Highlights (see CD&A beginninglearn more on page 49)54) Our 20212023 executive compensation plans and payoutsprogram emphasized pay for performance. Highlights included: •Emphasis on Performance-Based Incentives. A majority of the target compensation provided to our named executive officers reflect(“NEOs”) was performance-based and varied based on the achievement of certain operating and financial metrics. •Challenging Performance Objectives. The Compensation Committee set rigorous goals for our overarching philosophyannual cash incentive (“ACI”) plan, which would only be met if we performed at a high level. Based on our performance in 2023, our continuing NEOs received payouts at 81% of pay-for-performance. Highlightstheir target. •3-Year Performance Periods for Performance Share Units (“PSUs”). The Compensation Committee introduced long-term PSUs with a 3-year performance period (“LPSUs”), representing at least half to two-thirds of total target equity compensation for our compensation program include: | | EMPHASIS ON PERFORMANCE-BASED INCENTIVES: | | ● A majority of the target compensation opportunity provided to our named executive officers is awarded in the form of cash incentives and equity awards for which the realized value varies based on the achievement of certain operating and financial metrics. | |
| | CEO PERFORMANCE AWARD: | | ● The CEO Performance Award is designed to ensure Mr. Sridhar’s retention, recognize his contributions to Bloom Energy and incentivize outperformance of performance operating metrics and key financial goals, and is intended to replace his ongoing annual equity awards for a five-year time period. | |
| | CHALLENGING PERFORMANCE OBJECTIVES: | | ● The Compensation Committee sets rigorous goals for our annual bonus plan that will be achieved only if we perform at a high level. Based on our performance in 2021, our named executive officers each earned a bonus of between 100% and 131.25% of their target bonuses for the year. | |
| | PERFORMANCE-BASED APPROACH TO LONG-TERM INCENTIVES: | | ● PSUs represent 40% of the target value granted to our named executive officers other than our CEO. The remaining long-term incentive value was granted in the form of time-based vesting RSUs. Based on our results in 2021, our named executive officers earned 75% of the target number of shares granted in 2021. The shares earned vest annually over three years. | |
| | NEW CHANGE IN CONTROL SEVERANCE AGREEMENTS: | | ● The Compensation Committee approved new Employment, Change in Control and Severance Agreements (the “CiC Agreements”) with certain of our executive officers, including with each of our named executive officers, to encourage their continued attention, dedication and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility or occurrence of a change of control of Bloom Energy. | |
As shown below,NEOs, based on 3-year Product and Service Revenue compound annual growth rate (“CAGR”) and 3-year average non-GAAP Gross Margin.
•Equity Incentives to Reward Near-Term Operational Execution. In addition to the LPSUs with financial goals, a small portion of equity granted to our NEOs – approximately 74.6%8% of the total target totalequity compensation awarded to our CEO and approximately 42.7% awarded to our other named executive officers (not including Mr. Brooks, who– was hired in June 2021) was at-riskawarded in the form of our cash annual incentive and performance-based equity, both of which were eligible to be earnedPSUs with a 1-year performance period based on our level ofthe achievement of rigorous financial goals.pre-specified operational goals (“APSUs”). | Fiscal 2021 CEO Pay Mix | | | | | | | Bloomenergy | 2024 Proxy Statement | 15 |
| Fiscal 2021 Pay Mix: Other NEOs | | | | | | | | Corporate Governance | |  |
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Table of Contents
Corporate Governance | Proposal
PROPOSAL 1 | |
| | | | | | | Election of Directors Stockholders are being asked to elect Class I directors Mary K. Bush and KR Sridhar, each for a three-year term.
| | |  |  The Board of Directors unanimously recommends a vote FOR the election to the Board of Directors of each of the Class IIII director nominees.nominees, Michael Boskin, John Chambers, and Cynthia (CJ) Warner, each for a three-year term. |
The Bylaws provide that the
Our Board Structure.Our Board is divided into three classes, of directorseach with staggered three-year terms. As a result, only one class of directors is elected at each annual meeting, of our stockholders, with the other two classes continuing for the remainder of their respective three-year terms. Each director’s term will continue until the electiontheir successor is elected and qualification of hisqualified, or her successor, or his or heruntil their earlier death, resignation, or removal.The Board presently has seven members. Nominees.The authorized number of directors may be changed by resolutionNominating Committee and the Board have carefully considered the qualifications of the Board. Scott Sandell, a Class I director, is retiring from the Boardnominees and will not be standing for re-electionbelieve they are well qualified to the Board at this meeting, which will leave us with six members. This would leave us with one Class I director, three Class II directors and two Class III directors. Effective as of this meeting and subject to election by the stockholders, the Board has moved Mary K. Bush from Class II to Class I so that she will stand for re-election at this meeting. Immediately prior to the 2022 Annual Meeting, the authorized number of directorsserve on the Board will be reducedBoard. The nominees possess considerable professional and business experience, and as a group, they have the appropriate skills to six, and each class will be comprised of two directors.Class I directors Mr. Sridhar and Ms. Bush are standing for electionexercise their oversight responsibilities.
If a Nominee is Unable to the Board at this meeting. Mr. Sridhar, our Founder, Chairman and CEO, has served on the Board since 2002, and Ms. Bush was initially appointed to the Board in 2017, and each has been recommended to the Board to serve another three-year term by the Nominating Committee. Serve.The nominees’ and other directors’ biographies are available beginning on page 26 of this Proxy Statement.Each nominee hasnominees have consented to bebeing named a nomineeas nominees in the Proxy Statement and have agreed to continue to serveserving as a director,directors, if elected. If any nominee becomes unavailable to serve for any reason before the election, which is not anticipated, your proxy authorizes usmanagement to vote for another person nominated by the Board or the Board may reduce its size. There are no arrangements or understandings between any director and any other person pursuant to which he or she is or was to be selected as a director. There are no family relationships among our directors or executive officers.
Vote RequiredThe election of directors
.Directors will be madeelected by a plurality of votes cast at the 2022 Annual Meeting.cast. That means the twothree nominees receiving the highest number of votes will be elected. Because directors need only be elected by a plurality of the vote in an uncontested election,Withhold votes and broker non-votes, and withhold votesif any, will not affect whether any particular nominee has received sufficient votes to be elected in such cases.Our nominees have considerable professional and business experience. The recommendationthe outcome of the Board is based on its carefully considered judgment that the qualifications and experience of our nominees make them well qualified to serve on the Board and give the Board as a group the appropriate skills to exercise its oversight responsibilities. For each of the director nominees standing for election as well as for the remainder of the Board, the following pages sets forth certain biographical information, including a description of their principal occupation and business experience, and the primary qualifications, attributes and skills that the Nominating Committee considered in recommending the director nominees.
vote. Table of Contents
Corporate Governance
Director Nominations and
Board Membership Criteria Ensuring that the Board is composed of directors who possess highly relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives and effectively represent the long-term interests of stockholders is a top priority of the Board and the Nominating Committee.
The Nominating Committee seeks directors who possess extraordinary leadership qualities, high personal and professional integrity and ethics, diversity of thought, experience and background with demonstrated experience in strategy, risk management and driving change and growth.
The Nominating Committee is responsible for reviewing the appropriate skills and experience required ofexperiences desired in directors in light of the company’s current business conditions, short- and long-term strategic initiatives, and existing competencies and experience on the Board, and for makingBoard. They also make recommendations regarding the size and composition of the Board. As we continue to scale our business and evolve our strategy with the transitioning energy industry, the Nominating Committee will continue to refresh the relevant skill sets and experience desired in our Board members and will continue to evaluate the appropriate size of the Board.In evaluating potential candidates for the Board, the Nominating Committee considers
All directors should have the following factors, which are set forth inattributes: •The highest personal and professional integrity, ethics, and values, consistent with our Corporate Governance Guidelines: | ● | a majority of directors on the Board should be independent directors; | | ● | candidates should be capable of workingGlobal Code of Business Conduct and Ethics, available on Bloom’s website at www.bloomenergy.com•A commitment to building stockholder value •Familiarity with and respect for corporate governance requirements •Sufficient time to carry out duties as a director •An appreciation for and an ability to work in a collegial manner with persons of different educational, business and cultural backgrounds, and should possess skills and expertise that complement the attributes of the existing directors; | | ● | candidates should represent a diversity of viewpoints, backgrounds, experiences and other demographics, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age and sexual orientation; | | ● | candidates should demonstrate notable or significant achievement and possess senior-level business experience that would benefit Bloom; | | ● | candidates should be individuals of the highest character and integrity; | | ● | candidates should be free from any conflict of interest that would interfere with their ability to properly discharge their duties as a director or would violate any applicable law or regulation; | | ● | candidates for the Audit Committee and the Compensation Committee should have the enhanced independence and financial literacy and expertise that may be required under law, rules, regulations and listing standards of the New York Stock Exchange (“NYSE”); | | ● | candidates should be capable of devoting the necessary time to discharge their duties, taking into account memberships on other boards and other responsibilities; and | | ● | candidates should be able to represent the interests of all stockholders. |
Process of Selecting Directors
The Nominating Committee is responsible for establishing criteria, identifying, evaluating and recommending to the Board candidates for Board membership. The Nominating Committee works very closely with the Chairman and other members of the Board in the identification and evaluation process. The Nominating Committee may also use outside consultants to assist in identifying candidates. When formulating its Board membership recommendations, the Nominating Committee considers advice and recommendations from stockholders, management and others as it deems appropriate. The Nominating Committee considers candidates for the Board recommended by stockholders using the same criteria in evaluating the candidate as it would any other Board nominee candidate. Once a nominee is identified, the Board then determines whether a nominee’s background, experience, personal characteristics and skills will advance the Board’s goal of sustaining a Board with a diversity of backgrounds, experiences, and thoughts
•Has professional skills experiences, backgrounds and perspectivesexperience that can overseealign with the needs of Bloom’s current and help advance our evolvinglong-term business strategy and growing business and strategic priorities.complements the experience represented on the Board. | 24 | | | | | | | | 16 | Bloomenergy | 2024 Proxy Statement |
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Corporate Governance
The Nominating Committee also evaluates whether an incumbent director should be nominated for re-election to the Board upon expiration of such director’s term, based upon factors established for new director candidates, as well as:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | | the extent to which the director’s judgment, skills, qualifications | | | | | | | | | | | | | ● | feedback from the annual Board evaluation; | | | | | | | | | | | | | | ● | attendance and participation at, and preparation for, Board and committee meetings; | | ● | independence; | | ● | outside board and other affiliations, including any actual or perceived conflicts of interest; and | | ● | such other factors as the Nominating Committee deems appropriate. | | |
Board Diversity
Director Skills and Refreshment; Director TenureExperience The Board has identified key skills and the Nominating Committee value diversity of backgrounds, age, education, experience, perspectives and leadership in different fields when identifying nominees, and we assess the effectiveness of our efforts in pursuing diversity in connection with our annual evaluations. In 2020, the Board expanded our Corporate Governance Guidelines’ definition of diversityexperiences that are important to include gender and ethnicity. Representation of gender, ethnic, geographic, cultural or other diverse perspectives expands the Board’s understanding of our customers, partners, employees, investors and other stakeholders. Presently, we have one woman director and three ethnically diverse directors.Although we do not have a separate diversity policy, the Board and the Nominating Committee aim to further refresh Board membership in the coming year, with a particular focusbe represented on adding directors who can contribute to the gender diversity on the Board as well as the Board’s energy domain knowledge and technical experience.
The Board is committed to ongoing and thoughtful refreshment of its membership, yet also believes in the best interests of Bloom and our stockholders to maintain a mix of longer-tenured, experienced directors with institutional knowledge and newer directors with fresh perspectives. If each director nominee is elected to the Board after the 2022 Annual Meeting, one-third of our directors will be newer directors having been appointed in 2019 or later.
We do not impose director tenure limits or a mandatory retirement age. The Board believes that our longer-tenured directors, with their deep historical and institutional knowledge, have a unique perspective of Bloom Energy, which is invaluable insight as we continue to grow and evolve. The Board believes that longer-tenured directors have a better understanding of Bloom Energy and its evolution, and are better able to leverage that knowledge/history as we continue to grow and evolve. Accordingly, while director tenure is taken into consideration when making nomination decisions, the Board believes that imposing strict limits on director tenure would deprive the Board of the valuable perspectives of its most experienced members.
If each director nominee is elected to the Board after the 2022 Annual Meeting, our directors will have served an average of 8.4 years. Given that Bloom was the first solid oxide fuel cell company to reach commercial scale, along with the complexity of our business and the fact that the energy industry and our business are rapidly evolving, we believe that a mix of long- and short-tenured directors promotes an appropriate balance of views and insights and allows the Board as a whole, to benefit from the historical and institutional knowledge that longer-tenured directors possess and the fresh perspectives contributed by newer directors. The Board believes the current average tenure of 8.4 years for its directors is consistent with the balance the Board seeks between different perspectives brought by longer serving directors and new directors.
The Board is focused on combining the right mix of tenure, skills, experience and diverse perspectives to support our growth and obtain operational leverage to scale, bringing to production a number of new products and delivering on international expansion. The Nominating Committee continues to focus on Board refreshment to align the Board’s long-term composition with its long-term strategy.
Stockholder Nominations
Any stockholder may nominate a person for election as a director by complying with the procedures set forth in the Bylaws. See the section later in this Proxy Statement entitled “Stockholder Proposals and Nominations.”
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Corporate Governance
Our Board
Class I Directors Standing for Election at the 2022 Annual Meeting
Mary K. Bush
President of Bush
International, LLC
| Age: 73
Director Since:
January 2017
INDEPENDENT
Committee Membership:
Audit (Chair & Financial Expert)
Public Company Boards:
Discover Financial Services
ManTech International Corporation
T. Rowe Price Group, Inc.
| Director Qualifications:
Ms. Bush’s senior executive and leadership roles in international public and private financial institutions bring to the Board extensive experience and knowledge in capital markets and finance and accounting, particularly in areas of accounting principles, financial reporting rules and regulations and oversight of the financial reporting process at public companies. These prior roles also provide Ms. Bush with wide-ranging experience with U.S. and foreign governments and financial regulatory systems and risk management, all of which make Ms. Bush uniquely qualified as Chair of the Audit committee. Ms. Bush’s public company board experience provides governance expertise to the Board concerning public company governance practices and ESG oversight. In addition, Ms. Bush’s significant experience in global business and financial markets is extremely valuable to us as we expand our business globally and seek customer financing options in tandem with our global expansion.
|
Background
● | President of Bush International, LLC, an advisor to U.S. corporations and foreign governments on international capital markets, strategic business and economic and governance matters since 1991 | ● | Held several Presidential appointments, including the U.S. Government’s representative on the International Monetary Fund Board and Director of Sallie Mae Bank | ● | Former head of the Federal Home Loan Bank System during the aftermath of the Savings and Loan crisis and was advisor to the Deputy Secretary of the U.S. Treasury Department | ● | Earlier in her career, managed global banking and corporate finance relationships at New York money center banks, including Citibank, N.A., Banker’s Trust Company and JPMorgan Chase Bank, N.A | ● | Appointed by the Secretary of the Treasury to the U.S. Treasury Advisory Committee on the Auditing Profession in 2007 | ● | Appointed by President George W. Bush as Chair of the congressionally-chartered HELP Commission on reforming foreign aid in 2006 | ● | Director of Briggs & Stratton, Inc. from 2004 to March 2009, of United Continental Holdings, Inc. from 2006 to 2010, of the Pioneer Family of Mutual Funds from 1997 to 2012 and of Marriott International, Inc. from 2008 to 2020 | ● | Member of Kennedy Center’s Community Advisory Board | ● | Chairman of the Capital Partners for Education, a not-for-profit organization that mentors low-income high school and college students in the Washington, D.C. area |
KR Sridhar
Founder, Chief Executive Officer and Chairman of Bloom Energy
| Age: 61
Director Since:
January 2002
Committee Membership:
None
Public Company Boards:
None
| Director Qualifications:
As a founder of Bloom who has guided our growth and development as both CEO and Chairman for over 20 years, Mr. Sridhar has proven, unparalleled and in-depth knowledge of our technology, operations, markets, regulatory environment, customers, employees and competition. Mr. Sridhar’s depth and breadth of technical and scientific expertise in the areas of chemistry and physics and his experience with technological and manufacturing innovation bring invaluable insight to the Board concerning our products and development strategies. With over 20 years at Bloom Energy, Mr. Sridhar brings significant senior leadership, industry knowledge and human capital management experience. In addition, his knowledge and strategic vision for the energy industry and our product development aids the Board in its strategic planning. Mr. Sridhar provides management’s perspective in Board discussions and brings important insight regarding our strategy and daily operations to the Board’s deliberations.
|
Background
● | Founder of Bloom and has served as Chief Executive Officer and Chairman of the Board since March 2002 | ● | Prior to founding Bloom, served as director of the Space Technologies Laboratory at the University of Arizona, where he was also a professor of Aerospace and Mechanical Engineering | ● | Has served as an advisor to NASA and has led major consortia of industry, academia and national labs | ● | Currently serves as a strategic limited partner at Kleiner Perkins | ● | Served on many technical committees, panels and advisory boards, and has several publications and patents |
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Corporate Governance
Class lI Directors – Terms Expiring at the 2023 Annual Meeting of Stockholders
Jeffrey Immelt
Former Chairman and CEO of General Electric
Lead Independent Director
| Age: 66
Director Since:
January 2019
INDEPENDENT
Committee Membership:
Compensation
Public Company Boards:
Twilio Inc.
Desktop Metal, Inc.
Tuya Inc.
Bright Health Group, Inc.
| Director Qualifications:
Mr. Immelt brings to the Board more than 30 years of public company senior executive and boardroom experience, including nearly 20 years at the helm of GE, a world-leading, technologically innovative global enterprise, where he helped reshape and modernize its global business and financing strategy. Mr. Immelt’s experience and insights in all aspects of running a multinational business, including in diverse areas such as operations, sales and marketing, human capital management, executive compensation and product and service management and related business models, are invaluable as we endeavor to scale our business, diversify our product portfolio, develop new partnerships and business models and expand our markets, both in the United States and globally. Given GE’s energy business, Mr. Immelt provides valuable expertise regarding the energy sector and its regulatory and competitive landscape and evolving ESG landscape, particularly as to climate change.
|
Background
● | Venture partner at NEA since January 2018 | ● | Former Chairman and CEO of General Electric (“GE”), a diversified industrial company, for 16 years, from 2001 to 2017, where he revamped the company’s strategy, global footprint, workforce and culture |
| ● | During his tenure, he led several innovative transformations that doubled industrial earnings, reshaped the portfolio, re-established market leadership, grew a strong share position in essential industries and quadrupled emerging market revenue |
● | Named one of the “World’s Best CEOs” three times by Barron’s | ● | GE was named “America’s Most Admired Company” by Fortune magazine and one of “The World’s Most Respected Companies” in polls by Barron’s and the Financial Times during his tenure | ● | Recipient of 15 honorary degrees and numerous awards for business leadership | ● | Chaired the President’s Council on Jobs and Competitiveness under the Obama Administration | ● | Member of The American Academy of Arts & Sciences |
Eddy Zervigon
CEO of Quantum Xchange
| Age: 53
Director Since:
October 2007
INDEPENDENT
Committee Membership:
Audit (Financial Expert)
Nominating/Governance (Chair)
Public Company Boards:
Maxar Technologies Inc.
| Director Qualifications:
Mr. Zervigon brings significant institutional knowledge regarding Bloom Energy, given his early involvement with us at our early growth stages through his position with Morgan Stanley, and later as a director. Given Mr. Zervigon’s international financial and transactional experience as an investment banker, Mr. Zervigon has helped shepherd our transition from a private to a public company and provides valuable insights regarding financial strategy and capital markets, growth strategies and business models. In addition, his accounting expertise as a CPA with PricewaterhouseCoopers LLP provides critical financial reporting experience, skills and qualifications to the Audit Committee. As CEO of a cybersecurity company, Mr. Zervigon provides valuable insight to the Board on cybersecurity threats and risk management thereof. His public company board and related governance experience and ESG oversight contribute to his role as the Chair of the Nominating Committee.
|
Background
● | CEO of Quantum Xchange, a cybersecurity company, since September 2020 | ● | Special Advisor at Riverside Management Group, a boutique merchant bank, since 2012 | ● | Previously, he was a Managing Director in the Principal Investments Group at Morgan Stanley & Co. LLC, a global financial services firm, from 1997 to 2012 | ● | Prior to joining Morgan Stanley, Mr. Zervigon was a Certified Public Accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), a public accounting firm | ● | Served as a director of DigitalGlobe, Inc., a builder and operator of satellites for digital imaging, where he served as a member of the audit and compensation committees from 2004 to 2017 | ● | Member of the Latino Corporate Directors Association | ● | Previously served as a board member of MMCinemas, Impsat Fiber Networks, Inc., TVN Entertainment Corporation and Stadium Capital Management, LLC |
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Corporate Governance
Class lII Directors – Terms Expiring at the 2024 Annual Meeting of Stockholders
Michael Boskin
Tully M. Friedman Professor of Economics and Wohlford Family Hoover Institution Senior Fellow, Stanford University, and CEO and President of Boskin & Co., Inc.
| Age: 76
Director Since:
November 2019
INDEPENDENT
Committee Membership:
Audit
Nominating/Governance
Public Company Boards:
Oracle Corporation
| Director Qualifications:
Dr. Boskin is recognized internationally for his research on world economic growth, tax and budget theory and policy, U.S. saving and consumption patterns and the implications of changing technology and demography on capital, labor and product markets. In addition to his background in public policy, he brings to the Board significant economic, financial and energy expertise, including through his experience on the board of a publicly traded energy company and a publicly traded technology company. Dr. Boskin’s experience as CEO of his consultancy firm and as a director of another large, complex global IT organization also provides the Board with important perspectives in its evaluation of our governance and ESG practices and processes as well cybersecurity risk management. In addition, his prior service on a public company audit committee supports the development of the Audit Committee function as we mature as a public company.
|
Background
● | Tully M. Friedman Professor of Economics and Wohlford Family Hoover Institution Senior Fellow at Stanford University, where he has been on the faculty since 1971 | ● | CEO and President of Boskin & Co., Inc. since 1980 | ● | Co-President of the Koret Foundation, which gives grants to support educational advancement and career success of children from disadvantaged backgrounds | ● | Chairman of the President’s Council of Economic Advisers from 1989 to 1993 | ● | Former director of ExxonMobil from 1996 to 2018 |
John T. Chambers
 Founder and Chief Executive Officer at JC2 Ventures
| Age: 72
Director Since:
August 2018
INDEPENDENT
Committee Membership:
Compensation
Public Company Boards:
Sprinklr, Inc.
| Director Qualifications:
Mr. Chambers’ experience in leading and scaling Cisco Systems as its CEO and Chairman for over 20 years, building and implementing strategic growth plans, as well as his experience with early stage companies, provides valuable perspective to the Board in growing and scaling an organization, particularly in the areas of operations, sales, human capital management, recruitment and executive compensation. Mr. Chambers’ international experience and relationships and his skill in promoting and selling innovative new products and technology and developing partnerships and new business models are valuable to the Board as we continue to diversify our product portfolio and expand globally.
|
Background
● | Founder and Chief Executive Officer at JC2 Ventures, a venture capital firm, since March 2017 | ● | Executive Chairman of the board of Cisco Systems, Inc. (“Cisco”), a networking and information technology company, from July 2015 to December 2017, and Chairman of the board of Cisco from November 2006 to July 2015 | ● | Cisco’s Chief Executive Officer from January 1995 until July 2015, and President from January 1995 to November 2006 | ● | Employed by Wang Laboratories, Inc., a former computer-based office information processing systems company, from 1982 to 1990, where, in his last role, he was the Senior Vice President of U.S. Operations | ● | Chairman of the US-India Strategic Partnership Forum | ● | Appointed Global Ambassador of the French Tech by President Emmanuel Macron of France |
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CORPORATE GOVERNANCE
Director Skills and Experience
As we discuss above under “Board Diversity and Refreshment; Board Tenure” and below under “Information Regarding the Board and its Committees,” the Nominating Committee is responsible for assessing with the Board the appropriate skills, experiences, background and diversity that we seek in Board members in light of ourthe Company’s business strategy and our current Board composition to provide effective oversight and represent the long-term interests of our stockholders. The Board will then determine whether a nominee’s background, experience and skills will advance the Board’s goal of creating and sustaining a board with broad and diverse experience and perspectives who can oversee our evolving and growing business.expected future business needs. Listed below are the skills and experience we considerour Board considers important forto effectively oversee our directors to facilitate oversight of ourcurrent and long-term business strategy, execution, and risk management.
management, including the unique challenges we face as a developer, manufacturer, and provider of new, innovative technology and products in the complex, policy-driven, regulated energy industry that is undergoing substantial change. The table below summarizes how these key skills and experiences are linked to the Company’s core business needs and priorities. |  | | | | | | | | | | | | | | | | | Public Company
Board
Experience | | Service onExperience as a board member of another publicly traded company As a relatively new public company, we aspire to high governance standards and seek to have directors with a broad knowledge of corporate governance practices, board allows directors to provide advicemanagement, relations between the board and perspective with respect tosenior management, agenda setting, and succession planning. This experience supports our goal of board dynamics and operationsmanagement accountability, transparency, and provides valuable and relevant governance experience, including an understandingprotection of the legal and regulatory landscape in which public companies operate, risk management, executive compensation and oversight responsibilities of the Board and its committees with respect to strategy, operations and compliance-related matters.stockholder interests. | |  | |  | | | | | | | | Senior
Leadership | Senior
Leadership | | Experience serving as the Chief Executive Officer or other senior leadership role of an organization Serving in executivesenior leadership positions, including as CEO, provides membersa demonstrated record of the Board withleadership and a practical understanding of enterprise structure, operations and management, including in core areas such as human resources, financial planning, strategic planning,strategy, risk and risk management, and compliance, and the know-howmethods to identify and develop leadership in the management team, plan for succession, execute operationally and drive change and long -term growth. As a company that has and should continue to undergo evolving strategies and growth, leadership experience in a large or complex organization provides experience and expertise to our management team in leading, developing, and scaling the company. | |  | |  | | | | | | | | | Global Business/
International | | As we expandExperience doing business internationally Growing our reach globally,business outside the U.S. is a key part of our strategy for growth as a global provider of technology solutions for energy. Directors with global business or international experience in entering and operating in new markets, including emerging markets, and the attendantprovide valuable perspectives on diverse business environments, economic conditions, cultural perspectives and riskculture, | | | | | | | | | | | Financial/
Accounting/
Capital Markets | Experience or expertise in financial accounting and reporting, the financial management isof an organization, or experience in corporate borrowing and capital markets We seek to have directors with an understanding of accounting, finance, and financial reporting processes to monitor and assess our operating and strategic performance as often characterized in financial metrics and to ensure robust controls and accurate financial reporting as these are critical to our success. | |  |  | | Financial/
Accounting/
Capital Markets | | We currently have three directors who qualify as audit committee financial experts (per SEC rules) and we expect all of our directors to be financially knowledgeable. Our capital structure and operations include the use of debt instruments and financing arrangements as well asand we regularly engage in project finance activities, forto enable our customer’s use of our Energy Servers and other project development. It is criticalimportant for the Board and the Audit Committeeour directors to have a sophisticatedan understanding of the capital markets, financing, and funding operations relevant to Bloom Energy, energy project finance structures and accounting and financial reporting processes to advise on, and oversee, our project finance activities and other risk management.corporate finance activities. | | | |  | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Manufacturing/
Operations | | | | Because we | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Manufacturing/
Operations | Experience in manufacturing, supply chain, and fully integrated companies We both develop and manufacture our Energy Servers, individualsproducts, and supply chain management, factory automation, and global development of our manufacturing and related operations is critical to our ability to scale, achieve operating leverage, and grow. Directors with experience in these areas, particularly with large, global, fully integrated companies, provide valuable perspectives as our manufacturing processes and operations, including supply chain management and scaling manufacturing operations for global growth, are valuable additions to the Board.footprint expands. | |  | |  | | | | | | | | | Sales and
Marketing | | AsExperience selling and marketing products globally and through direct and indirect channels It is imperative to our growth that we seek to continue to grow our bookings year over yearattract new customers, develop new channel partnerships, and bring ourexpand the sales and marketing of Energy Servers and our new products tointo new territories and markets,markets. Directors with experience in the strategy and mechanics of sales, customer acquisition and retention, marketing, channel and partnership models, and building brand awareness enables the Boardcan support out efforts to effectively oversee the expansiongrow our customer and scale ofchannel partnership base and develop our business and development of our brand. | |  | |  | | | | | | | | | Human Capital
Management | | Experience in developing, retaining, and rewarding employees in a global, fully integrated engineering and manufacturing organization We operate in a highly competitive employment market and we hire employees with diverse skills. Directors with experience in attracting, motivating, developing, and retaining qualified personnel in office, manufacturing, and engineering environments and succession planning isare particularly important to our future success. In addition, as a relatively new public company, experience in evolvingensuring we continue to evolve our compensation structure, employee practices, from private to public company status and evolving our culture to deliver on our growth strategy is critical to attractingour global expansion and retaining personnel so directors with experience overseeing talent recruitment, developmentor expertise in compensation practices, organizational design, and retention and helpingmanaging a diverse employee base provide valuable perspectives to shape and organization’s culture are a valuable asset to the Board.our management team. | | | | | | | | | | | | | | | | | |
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CORPORATE GOVERNANCE
 | | Government/
Public Policy/
Regulatory | | Experience working in a heavily regulated industry or an industry heavily influenced by policy and with regulatory and government organizations The energy industry is heavily regulated and Board members who have experience working withindirectly affected by governmental actions and decisions. Our operations require compliance with a variety of regulatory framework bring valued experiencerequirements in numerous countries and perspectives and assistinvolve relationships with various governmental entities throughout the Boardworld. Directors with its oversight responsibilities regarding Bloom’s legal and regulatory compliance and its engagement with regulatory authorities. Being able to anticipate changes in the regulatory scheme will better enable us to execute our strategic plan effectively. As a relatively new technology, government expertise at the federal and state level and experience developing and implementing policy will help us work constructively with governments around the world, which is critical as we attempt to develop legislation and a regulatory framework to enable adoption of our technology both in the United StatesU.S. and in select international markets. Directors who have experience working within a regulatory framework assist the Board with its oversight responsibilities regarding Bloom’s legal and regulatory compliance and its engagement with regulatory authorities. | | | |  | | | | | | | | Energy | Energy | | IndividualsKnowledge or experience in the company’s specific industry Directors with energy industry experience are able tocan share with us their insight and experience with respect to strategic and operational matters related to athe complex, heavily regulated, and constantly changing energy industry. This includes experience in both the retail and wholesale energy markets and experience with both distributed generation and utilities as we seek to expand both in the United StatesU.S. and in select international markets. Knowledge of the competitive landscape and energy companies provides valuable perspective as we consider partnerships and alliances in our go-to-market activities. | | | |  | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Strategic
Business
Development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Strategic
Business
Development | Experience driving strategic direction and growth of an organization The energy market is in the middle of a massive transition as countries move to a zero carbon environment. As a provider of innovative power generation and other products for the energy market, the applications and products we chose to develop, the partnerships we engage in, and the product markets and territories we sell in are all strategic decisions we engage in on a regular basis. Directors who have experience developing future direction around new product development, new product markets and territories in an evolving market, and engaging in strategic decision making around future direction and evolution of a business can help guide both the Board and management team in conducting the required diligence and decision-making processes and practices to best enable strategic business development. | | | | | | | | | | | Emerging
Technology/
Business Models | Experience developing a successful market adaptation of a new technology and deriving new business models Our Energy Server is a new and innovative product offering, as is the variety of applications we have developed from its core solid oxide platform. We continue to focus on growingevolve the various ways in which we sell our business inproducts and attendant service offerings to drive additional growth and adapt to new states,or changing market conditions and requirements. Given the relative newness of our technology and resulting products, we seek directors with experience bringing new countries and new product markets. Our development of relationships with strategic domestic and international partners is criticalproducts to growingmarket and developing business models as this is important for our businesscontinued evolution and undertaking both new project and product development, and individuals with existing experience and relationships in business development give us valuable insight into the challenges and risks of such collaborations and partnerships and overcoming the same.growth. | | | |  | | Emerging
Technology/
Business Model | As we have transitioned from a private company to a public company and developed and improved each generation of our Energy Server, and now enter a phase of introducing new products for new product markets, experience with emerging technologies, new product introductions and an attendant service business, and business model development has been, and continues to be, important for guiding our growth. | | | |  | | | | Technology/
Science | Technology/
Science | | Experience or expertise in technology or engineering Knowledge and experience in product development, materials science, chemistry, and hardware development is crucial for our continuing development and innovation with respect to our products and to the evolution of our strategy as set forth in our growth levers.strategy. As a high tech industrial company and an innovator in the fuel cell industry, we seek directors with technology or engineering backgrounds as our success depends on developing and investing in the continued evolution of our Energy Server Platformsolid oxide platform and technologyits applications. Technology experience haswill become increasinglyeven more important as we expandwith the growth of AI and its potential impact on our product development and product markets.business. | | | |  | | | | | | | | Environmental/
Sustainability | ESG/
Sustainability | | Experience with environmental compliance and sustainability development As ana technology company serving the energy company,industry, effective oversight and transparency regarding the risks and opportunities pertaining to climate change and the energy transition is critical to our growth and expected by our stockholders and other stakeholders. In addition, we place a high priority on the health and safety of our workforce, the communities where we operate, and the environment. Directors who have experience analyzing and responding to climate change, as well as assessing environmental compliance obligations and operations, can help us navigate the changing requirements around sustainability and reporting requirements.requirements and environmental risk management. | | | |  | | | | | | | | | Cybersecurity/
Information Security | | Experience or expertise in cybersecurity, cloud computing, or data analytics As a provider of power generation and other energy applications, we provide a critical infrastructure asset for our customers. We provide remote monitoring of our products at our customer locations. A cyber attack on our products through our remote monitoring system or the grid as well as an attack on our own internal systems that house critical IP could have material adverse effects on our business. Directors who have experience managing cybersecurity and information security risks or who understand the cybersecurity threat landscape can provide valuable knowledge and guidance to the Board in its oversight of our cybersecurity risk management infrastructure. | | | | | | |
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The below chart shows how the skills and experiences identified by our Board are distributed among each of our directors. We have highlighted below the directors who possess the most expertise in each area. The lack of a mark does not mean the director does not possess that qualification or skill. The Board and the Nominating Committee believe that the combination of the various skills and experiences of the Board would contribute to an effective and well-functioning board capable of providing effective oversight of the business and quality advice and counsel to the Company’s management. The individual biographies beginning on page 23 provide additional information about how each director’s specific skills and experiences align with and further the strategic direction of Bloom. | | | | | | | | | | | | | | | | | | | | | | | | | | | | SKILLS | Boskin | Bush | Chambers | Immelt | Sridhar | Warner | Zervigon | Total/Average | | Public Company Board | l | l | l | l | l | l | l | 100% | | Senior Leadership | l | l | l | l | l | l | l | 100% | | Global Business/International | l | l | l | l | | l | l | 86% | | Financial/Accounting/Capital Markets | l | l | | l | | l | l | 71% | | Manufacturing/Operations | | | l | l | l | l | | 57% | | Sales and Marketing | | | l | l | | l | | 43% | | Human Capital Management | | l | l | l | l | l | | 71% | | Government/Public Policy/Regulatory | l | l | | l | l | | | 57% | | Energy | l | | | l | l | l | | 57% | | Strategic Business Development | | l | l | l | | l | | 57% | | Emerging Technology/Business Model | | | l | l | l | l | l | 71% | | Science/Technology | | | l | | l | l | | 43% | | Sustainability | | | | l | l | l | | 43% | | Cybersecurity/Information Security | | | l | | | | l | 29% | | INDEPENDENCE AND TENURE | | | | | | | | | | Independent | l | l | l | l | | l | l | 86% | | Tenure | 5 | 7 | 6 | 4 | 22 | 1 | 17 | 9 years (6.8 years for Independent Directors) | | DEMOGRAPHICS | | | | | | | | | | Age | 78 | 75 | 74 | 68 | 63 | 65 | 55 | 68 | | Gender Identity | M | W | M | M | M | W | M | 71% M / 29% W | | African American or Black | | l | | | | | | 14% | | Asian | | | | | l | | | 14% | | Hispanic or Latinx | | | | | | | l | 14% | | White | l | | l | l | | l | | 57% |
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How We Select Directors Identifying Nominees. The Nominating Committee has the responsibility of Contentsestablishing criteria, and identifying, evaluating, and recommending candidates for Board membership. The Nominating Committee works closely with the Chairman and other Board members in the identification and evaluation process. The Nominating Committee may also use outside consultants to assist in identifying candidates. In formulating its Board membership recommendations, the Nominating Committee considers advice and recommendations from stockholders, management, and others as it deems appropriate. Stockholder Nominees.The Nominating Committee considers candidates recommended by stockholders using the same criteria as any other Board nominee candidate. Any stockholder may recommend a person for election as a director by complying with the nomination procedures set forth in the Bylaws. For more information, see the “Stockholder Proposals and NominationsCORPORATE GOVERNANCE
” section. Evaluating Board Nominees.After a nominee is identified, the Board determines whether the nominee’s background, experience, personal characteristics, and skills will advance the Board’s goal of maintaining a Board with a diversity of skills, experiences, backgrounds, and perspectives that can provide effective oversight and governance and help advance our evolving and growing business and strategic priorities, considering the desired characteristics discussed under “Board Membership Criteria.” For incumbent directors, the Nominating Committee also evaluates whether they should be nominated for re-election to the Board upon expiration of their term, based upon factors established for new director candidates, as well as: | | | | •the extent to which the director’s judgment, skills, qualifications, and experience (including that gained due to tenure on the Board) continue to contribute to the success of the Board; •the director’s length of service on the Board; •feedback from the annual Board evaluation; •attendance and participation at, and preparation for, Board and committee meetings; •independence; •outside board and other affiliations, including any actual or perceived conflicts of interest; and •such other factors as the Nominating Committee deems appropriate. | |
Board Diversity The Board and Nominating Committee value diversity of backgrounds, gender/ethnicity, age, geography, education, experience, perspectives, and leadership in different fields when identifying nominees, and we assess the effectiveness of our efforts in pursuing diversity in connection with our annual evaluations. We believe representation of diverse perspectives expands the Board’s understanding of our customers, partners, employees, investors, and other stakeholders. Although we do not have a separate diversity policy, the Board and the Nominating Committee intend to further refresh Board membership in the coming year, with a particular focus on adding directors who can contribute energy industry domain knowledge and technical experience, including experience working with utilities. Board Refreshment Each year the Nominating Committee and the Board evaluate the composition and size of the Board in light of the Company’s current operations, strategic initiatives, and overall industry conditions. The Nominating Committee believes that the skills, experiences, and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge, and abilities that assist the Board in fulfilling its responsibilities. The Board considers feedback received from its stockholders as part of this process. The Nominating Committee will then engage in a search process to identity qualified candidates, which process may include the use of an independent search firm. The search firm will assess the candidates’ skills and experience and alignment with the Company’s business and strategy. Candidates are also reviewed for any legal impediment, conflict of interest, or other consideration that might prevent or interfere with service on our Board. Director candidates are interviewed by members of the Board. After completing its evaluation, the Nominating Committee makes a recommendation to the Board as to persons who should be added to the Board. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 21 |
Cynthia (CJ) Warner was appointed to the Board in June 2023 after being recommended by a global search firm. She was nominated by the Board after an extensive and careful search was conducted by this search firm, numerous candidates were considered, and a thorough vetting process was conducted. The search firm’s primary functions included identifying potential candidates who meet the key attributes, experience, and skills described above, as well as compiling information regarding each candidate’s attributes, experience, skills, and independence and conveying the information to the Nominating Committee. | | | | | | | | | Why Cynthia Warner was Added to the Board Leadership/Energy/Operations - Over 40 years of leadership in the traditional and renewable energy sectors, including as CEO, and holding leadership roles in technology development, operations, business development, strategy, and environment, health, and safety. Finance – More than a decade of financial responsibility and experience at Sapphire Energy, Andeavor/Marathon, and Renewable Energy Group. Global Business/International – Former CEO of an international company that produces and supplies renewable fuels. Worked and resided internationally for over 10 years, including responsibility for operations of refineries and pipeline systems on five continents. Current and former director of companies with international operations. Strategic Business Development/Emerging Technology – Developed and executed a strategy for sustainable fuels, enabling Renewable Energy Group’s market value to grow by over three times in three years. Spearheaded significant growth at Andeavor, including the acquisition of Western Refining and purchase and conversion of the Dickinson refinery to a renewable diesel plant. Transformed Sapphire Energy into a commercial scale algae bio-mass producer. Technology/Science - B.S. in Chemical Engineering from Vanderbilt University. Served as process development engineer and internal process technology consultant at Amoco Oil Company for over a decade. Currently serving on the Board of Advisors of Vanderbilt University School of Engineering. As CEO of Sapphire Energy, oversaw development of technology to produce oil from algae, successfully building and placing into operation one of the largest algae farms in the world. Appointed to the Vanderbilt University School of Engineering Academy of Distinguished Alumni in 2019. Environmental/Sustainability/Policy - More than 35 years of experience in the traditional and renewable energy sectors with an extensive background in refining and its health, safety, security, and environmental operations as well as experience with carbon credits, offsets, and other clean energy strategies. Led the groundbreaking cooperative effort with the U.S. Environmental Protection Agency to shape a framework for clean air improvements, to which the entire U.S. refining industry signed on. | | |
No Tenure Limits or Retirement Age The Board believes that our longer-tenured directors, with their deep historical and institutional knowledge, have a comprehensive understanding of the Company’s history and its evolution, and are able to leverage that knowledge to facilitate additional scale and growth. Bloom is the only stationary power solid oxide fuel cell company that has achieved commercial scale. Given the complexity of scaling a global, fully-integrated manufacturing business, and the policy-driven, regulated, and changing energy industry we operate in, we believe longer-tenured directors who have followed the Company’s progression and gained a deep understanding of its operations can add significant value as we expand into new markets and introduce new products. The Board also recognizes that the Company is growing and that both the Company and the energy industry are evolving. The Board believes that having a mix of long- and short-tenured directors promotes a balance of views and insights and allows the Board to benefit from both the historical and institutional knowledge that longer-tenured directors possess and the fresh perspectives, new skill sets, and experiences contributed by newer directors. While director tenure is taken into consideration when making nomination decisions, the Board believes that imposing strict limits on director tenure would deprive the Board of the valuable perspectives of its most experienced members. Similarly, the Board does not believe that a fixed retirement age for directors is necessary or appropriate. | | | | | | | | | 22 | Bloomenergy | 2024 Proxy Statement |
Our Board Class III Directors: Standing for Election at the 2024 Annual Meeting of Stockholders | | | | | | | | | | | | | | | | Relevant Qualifications for Bloom: Dr. Boskin is recognized internationally for his research on world economic growth, tax and budget theory and policy, U.S. saving and consumption patterns and the implications of changing technology and demography on capital, labor, and product markets. He brings to the Board significant economic and financial expertise and provides a unique perspective on a number of issues faced by Bloom given its global operations in the energy market, including factors driving energy policy and demand in certain countries, tax and treasury functions regarding corporate financing and U.S. energy tax incentives, financing models for energy equipment, and general economic and labor trends and risks. Having served for over twenty years on the board of Exxon Mobil and given his experience with governments globally with his economic work enables Dr. Boskin to provide us with guidance on regulatory and policy issues pertaining to energy and the global energy transition. Dr. Boskin’s experience as CEO of his consultancy firm and as a current and former director of large complex global organizations provides the Board with important perspectives as Bloom seeks to scale its organization and expand globally as well as evaluate its governance and sustainability practices. | Michael J. Boskin Age: 78 Director Since: November 2019 Committee Membership: •Audit •Nominating Other Public Company Boards: •Oracle Corporation Independent Tully M. Friedman Professor of Economics & Wohlford Family Hoover Institution, Senior Fellow, Stanford University CEO & President, Boskin & Co. | | | | | | | | | | | | | | Professional Background •1971 – Present: Tully M. Friedman Professor of Economics and Wohlford Family Hoover Institution Senior Fellow, Stanford University •1980 – Present: CEO and President, Boskin & Co., Inc., a consulting firm •1989 – 1993: Chairman, President’s Council of Economic Advisers | Other Directorships & Memberships •Co-President, Koret Foundation, which gives grants to support educational advancement and career success of children from disadvantaged backgrounds •1996 – 2018: Director, ExxonMobil | | | | | |
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| | | | | | | | | | | | | | | | Relevant Qualifications for Bloom: Mr. Chambers’ experience as CEO and Chairman of Cisco Systems for over 20 years, scaling it through strategic development and partnerships from $1b in revenue into a global communications technology company with over $47b in revenue enables him to provide valuable insights to the Board as Bloom seeks to grow its operations globally and expand its product offerings into new markets and territories. Leading a complex, global organization through this scale of growth also provides unique perspectives on organizational structures, leadership and team development, and human capital management, which are areas of constant evolution for Bloom as a fully-integrated R&D and manufacturing company. Mr. Chambers provides experience and expertise leveraging customer and strategic partnerships for growth, which provides valuable lessons to the Board and management as Bloom seeks to develop its sales teams and channel partners. As Bloom brings new, innovative technology to market, Mr. Chambers, through his experience with new technology ventures at Cisco as well as mentoring startups, provides the Board with perspectives on commercializing new technology and developing new business models to enable scale and growth. Mr. Chambers work with governments across the world with respect to technology and economic development provides the Board with unique perspectives as Bloom seeks to expand globally in the heavily-regulated and policy-driven energy industry. Mr. Chambers brings cybersecurity expertise with his years of experience in communications technology. | John T. Chambers Age: 74 Director Since: August 2018 Committee Membership: •Compensation Other Public Company Boards: •None Independent Founder & CEO, JC2 Ventures | | | | | | | | | | | | | | Professional Background •2017 – Present: Founder, Chief Executive Officer, JC2 Ventures, a venture capital firm •2015 – 2017: Executive Chairman, Cisco Systems, Inc. (“Cisco”), a networking and information technology company •2006 – 2015: Chairman, Cisco •1995 – 2015: Chief Executive Officer, Cisco •1995 – 2006: President, Cisco •1982 – 1990: Senior Vice President of U.S. Operations, among other roles, Wang Laboratories, Inc., a former computer-based office information processing systems company | Other Directorships & Memberships •Chairman of the US-India Strategic Partnership Forum •Appointed Global Ambassador of the French Tech by President Emmanuel Macron of France •2017-2023: Director, Sprinklr, Inc. | | | | | |
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| | | | | | | | | | | | | | | Cynthia (CJ) Warner Age: 65 Director Since: June 2023 Committee Membership: •Audit (Audit Committee Financial Expert) •Nominating Other Public Company Boards: •Chevron Corporation •Sempra Independent Former President and CEO of Renewable Energy Group, Inc. | Relevant Qualifications for Bloom: Ms. Warner brings over 40 years of business leadership experience in the traditional and renewable energy sectors which provides critical insights to the Board on Bloom’s technology, market, and customers as Bloom’s technology solutions seek to accommodate all phases of the energy transition - from resilient power generation running on natural gas or low or zero carbon biofuels and hydrogen to carbon capture solutions and electrolyzers. As a CEO and in other senior leadership roles, Ms. Warner has led product development, global operations, business development, and strategy, all of which enable her to provide perspectives on Bloom’s technology, on-going product development efforts, and its efforts to automate, scale, and expand manufacturing and attendant operations. Ms. Warner’s experience in the energy sector provides the Board with unique perspectives on strategic direction for Bloom - as to key markets for Bloom in the energy transition as well as potential customers and strategic partnerships. In particular, her experience in developing and selling renewable fuels provides the Board with insights into potential strategies and partnerships with fuel providers to complement Bloom’s hardware and solutions offerings as well as commercializing Bloom’s innovative technology in the energy landscape. Ms. Warner also adds sustainability experience to the Board with her extensive background in refining and its health, safety, and environmental operations, which is important for board oversight of Bloom’s engineering and manufacturing operations. For more information, see “Why Cynthia Warner was Added to the Board” on page 22. | | | | | | | | | | | | | | Professional Background •2023-Present: Senior Operating Partner, GVP Climate, LLP •2019-2022: President and CEO of Renewable Energy Group, a biodiesel production company •2016-2018: EVP, Operations of Andeavor •2014-2016: EVP, Strategy and Business Development of Andeavor •2012-2014: Chairman and CEO of Sapphire Energy •2009-2011: President of Sapphire Energy •2007-2009: Group Vice President of Global Refining, British Petroleum •2005-2007: Group Vice President of Health, Safety, Security, Environmental and Technology, British Petroleum | Other Directorships & Memberships •Trustee of the Committee for Economic Development •Member of the National Petroleum Council •Board of Advisors of Vanderbilt University School of Engineering •Columbia University Center on Global Energy Policy (Executive Committee of the Advisory Board) •Board of Trustees, University of the Incarnate Word •2013-2021: IDEX Corporation •2019-2022: Renewable Energy Group, Inc. | | | | | |
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Class I Directors: Terms Expiring at the 2025 Annual Meeting of Stockholders | | | | | | | | | | | | | | | Mary K. Bush Age: 75 Director Since: January 2017 Committee Membership: •Audit (Chair & Audit Committee Financial Expert) Other Public Company Boards: •Discover Financial Services Independent President, Bush International LLC | Relevant Qualifications for Bloom: Ms. Bush’s senior executive and leadership roles in international public and private financial institutions bring to the Board extensive experience and knowledge in capital markets, finance, and accounting oversight, particularly in areas of accounting principles, financial reporting rules and regulations, and oversight of the financial reporting process at public companies. These prior roles also provide Ms. Bush with wide-ranging experience with U.S. and foreign governments, financial regulatory systems, and risk management, all of which make Ms. Bush uniquely qualified as Chair of the Audit Committee. With her international expertise in finance and monetary policy, extensive network of global relationships, and as a past advisor to foreign governments, Ms. Bush provides valuable insights to the Board and management as Bloom seeks to expand its operations globally, provide its energy solutions to customers, utilities, and strategic partners in the U.S. and international markets, and secure financing for project development. As Bloom adapts its strategy to optimize for the evolving energy transition and growth, Ms. Bush’s expertise in developing and implementing innovative financial strategies brings expertise to the Board in both business model and strategic business development. Ms. Bush’s extensive public company board experience, having served on all significant standing committees of a public company board and having oversight of cybersecurity, provides the Board with insights on public company governance and cybersecurity practices. | | | | | | | | | | | | | | Professional Background •1991 – Present: President, Bush International, LLC, an advisor to U.S. corporations and foreign governments on international capital markets, strategic business, and economic and governance matters •2007: Appointed by the Secretary of the Treasury to the U.S. Treasury Advisory Committee on the Auditing Profession •2006: Appointed by President George W. Bush as Chair of the congressionally-chartered HELP Commission on reforming foreign aid •Held several Presidential appointments, including the U.S. Government’s representative on the International Monetary Fund Board and Director of Sallie Mae Bank •Former head of the Federal Home Loan Bank System during the Savings and Loan crisis •Former advisor to the Deputy Secretary of the U.S. Treasury Department •Managed global banking and corporate finance relationships at New York money center banks, including Citibank, N.A., Bankers Trust Company and JPMorgan Chase Bank, N.A | Other Directorships & Memberships •Chairman, Spark the Journey (formerly known as the Capital Partners for Education), a not-for-profit organization that mentors low-income high school and college students in the Washington, D.C. area •2006-2022: Director, ManTech International Corporation •2008 – 2020: Director, Marriott International, Inc. •2012 – 2023: Director, T. Rowe Price | | | | | |
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| | | | | | | | | | | | | | | KR Sridhar Age: 63 Director Since: January 2002 Committee Membership: •None Other Public Company Boards: •c3.ai, Inc. Founder, Chairman & CEO, Bloom Energy | Relevant Qualifications for Bloom: As a founder of Bloom who has guided our growth and development as both CEO and Chairman for over 20 years, Mr. Sridhar has unparalleled and in-depth knowledge of our technology, operations, employees, policy and regulatory environment, and customers. Mr. Sridhar’s depth and breadth of technical and scientific expertise in the areas of chemistry and physics and his experience with technological and manufacturing innovation, having been part of the original development team for both Bloom’s innovative solid oxide fuel cell platform and the tooling and equipment required to manufacture it, brings invaluable perspectives as Bloom continues to develop additional products and applications based on the solid oxide platform and seeks to automate, scale, and expand its manufacturing base. As CEO, Mr. Sridhar has guided the introduction of the Bloom Energy Server from its initial launch to commercialization and through that process has gained tremendous experience and expertise driving policy and regulatory initiatives and working with government agencies to aid adoption and growth of Bloom’s products in the energy landscape. Having grown the employee talent base from four original founders to over 2,300 full-time employees in various global locations, Mr. Sridhar has significant experience in building a sustaining culture at Bloom and attracting, retaining, and developing a diverse workforce and he brings a unique employee perspective to Board discussions. Mr. Sridhar’s vision for Bloom’s solid oxide platform and his knowledge of the energy landscape and the political and economic conditions driving energy policy and adoption in various countries, aids the Board in its strategic planning. Mr. Sridhar also provides management’s perspective in Board discussions and brings important insights regarding our daily operations to the Board’s deliberations. | | | | | | | | | | | | | | Professional Background •2002 – Present: Founder, Chief Executive Officer, Chairman, Bloom Energy •2009 – Present: Strategic Limited Partner, Kleiner Perkins, a venture capital firm •Former Professor of Aerospace and Mechanical Engineering, Director, Space Technologies Laboratory at the University of Arizona Former Advisor, NASA •Led major consortia of industry, academia and national labs •Served on many technical committees, panels, and advisory boards, and has several publications and patents | Other Directorships and Memberships •Member, National Academy of Engineering | | | | | |
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Class II Directors: Terms Expiring at the 2026 Annual Meeting | | | | | | | | | | | | | | | Jeffrey Immelt Age: 68 Director Since: January 2019 Committee Membership: •Compensation (Chair) Other Public Company Boards: •Twilio Inc. •Desktop Metal, Inc. •Bright Health Group, Inc. Independent Venture Partner, New Enterprise Associates Former Chairman & CEO, General Electric (“GE”) Lead Independent Director | Relevant Qualifications for Bloom: Mr. Immelt brings to the Board more than 30 years of public company, senior executive, and boardroom experience, including nearly 20 years as Chairman and CEO of GE. His extensive public company board experience gives Mr. Immelt a strong understanding of his role as a director and corporate governance practices and this combined with his senior leadership experience provides the Board with a well-qualified lead independent director. Mr. Immelt brings to the Board experience and insights in all aspects of running a global business, including operations, finance, sales and marketing, human capital management, and strategic business development. In addition, with his experience running GE’s renewable energy and power business, Mr. Immelt provides valuable expertise to the Board regarding the traditional and renewable energy sectors, the evolving energy transition market, and its regulatory and competitive landscape. Mr. Immelt’s vast experience in the energy industry and his efforts in driving innovation, portfolio transformation, and customer focus at GE enables him to provide unparalleled guidance to the Board and management as Bloom seeks to evolve its business strategy to best capitalize on the energy transition, expand its product markets and global sales footprint, and develop channel and partnership strategies. Mr. Immelt’s experience in leading a large global organization and his efforts in transforming GE’s workplace culture and its diversity make him an asset as Chair of the Compensation Committee, overseeing human capital management, executive compensation, and succession planning. As a venture capital partner, Mr. Immelt is familiar with a number of emerging technologies and business models that inform discussions regarding Bloom’s strategic direction. | | | | | | | | | | | | | | Professional Background •2018 – Present: Venture Partner, New Enterprise Associates, a venture capital firm •2001 – 2017: Chairman and CEO, General Electric, a diversified industrial company GE was named “America’s Most Admired Company” by Fortune magazine and one of “The World’s Most Respected Companies” in polls by Barron’s and the Financial Times during his tenure | Other Directorships & Memberships •Member, The American Academy of Arts & Sciences •Former Chair, President’s Council on Jobs and Competitiveness under the Obama Administration •2019-2022: Director, Tuya Inc. •2020-2022: Hennessy Capital Investment Corp. V Accolades •Named one of the “World’s Best CEOs” three times by Barron’s •Recipient of 15 honorary degrees and numerous awards for business leadership | | | | | |
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| | | | | | | | | | | | | | | Eddy Zervigon Age: 55 Director Since: October 2007 Committee Membership: •Audit (Audit Committee Financial Expert) •Nominating (Chair) Other Public Company Boards: •None Independent CEO, Quantum Xchange | Relevant Qualifications for Bloom: Mr. Zervigon brings significant institutional knowledge regarding Bloom given his involvement with us at our early growth stages through his position with Morgan Stanley, and later as a Board director. Mr. Zervigon’s oversight of Bloom from its first product introduction in 2009 and the development of its first in kind supply chain and manufacturing operations for solid oxide fuel cells to its present scale enables him to provide a unique perspective to the Board on the Company’s culture, talent, and strengths. As a former investment banker, with global finance and capital markets expertise, Mr. Zervigon has provided valuable insights to the Board with respect to the Company’s corporate financing activities. As Bloom’s strategy seeks to utilize external financing for its global energy project development, Mr. Zervigon’s capital markets expertise continues to provide critical support to the Company’s growth. As CEO of a cybersecurity company with an innovative technology, Mr. Zervigon provides valuable insight to the Board on cybersecurity threats that could impact our customers and our internal systems, and the leading practices for the effective risk management of these threats. In addition, Mr. Zervigon’s experience introducing new technologies also enables him to provide perspectives to the Board as Bloom continues to introduce new applications of its innovative solid oxide platform and evolve its strategy to meet the needs of the energy transition and continued growth. Mr. Zervigon’s accounting expertise as a CPA with PricewaterhouseCoopers LLP provides critical financial reporting experience, skills, and qualifications to the Audit Committee. His public company board and related governance experience working with companies in an investment banker role contribute to his effectiveness in his role as the Chair of the Nominating Committee. | | | | | | | | | | | | | | Professional Background •2020 – Present: CEO, Quantum Xchange, a cybersecurity company •2012 – Present: Special Advisor, Riverside Management Group, a boutique merchant bank •1997 – 2012: Managing Director, Principal Investments Group, Morgan Stanley & Co. LLC, a global financial services firm •Former Certified Public Accountant, Coopers & Lybrand (now PricewaterhouseCoopers LLP), a public accounting firm | Other Directorships & Memberships •2019-2023: Director, Maxar Technologies Inc. •Member, Latino Corporate Directors Association •Former Director, MMCinemas •Former Director, Impsat Fiber Networks, Inc. •Former Director, TVN Entertainment Corporation •Former Director, Stadium Capital Management, LLC | | | | | |
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Our Board and Governance Structure Corporate Governance
The Board is responsible
How Our Structure Supports Bloom and Our Stockholders As we progress through the early stages of being a public company, we continue to regularly evaluate our governance practices to determine the right governance structure for providing governance and oversight overBloom in light of the strategy, operations and management of Bloom Energy and to represent and protect thebest interests of our stockholders. The Board oversees senior management to whom it has delegatedfollowing discussion and table highlight the authority to manage the day-to-day operations. The Board has adopted Corporate Governance Guidelines, Committee Charters and a Global Code of Business Conduct and Ethics, which, together with the Restated Certificate and Bylaws, form the governance framework for the Board and its Committees. The Board has also adopted Director and Executive Stock Ownership Policy and a Policy on Recoupment and Forfeiture of Executive Compensation (the “Clawback Policy”). The Board reviews annually its corporate governance documents and revises them when the Board believes it is in the best interests of Bloom Energy and stockholders to do so, including in response to feedback from stockholders, changing regulatory and governance requirements, the Board and committee’s self-assessment and evolving best practices. The following sections provide an overviewkey elements of our corporate governance structure, director independence,the reasons behind their implementation, and how we believe they serve our Board leadership structurestockholders’ long-term interests. We are a Young and the risk oversight and responsibilities of the Board and each of its committees.How We Determined Our Current Governance Structure
OurEvolving Public Company.
Bloom became a public company just under six years ago in July 2018. At that time, we designed our post-IPO governance practices are designed to support our ambitious mission to make clean, resilient, reliable, and affordable energy, to provide management sufficient time to execute its strategy, and to support our ability to capitalize on the market opportunity arising from the global energy transition to resilient and clean energy and distributed generation. We also incorporated structures to support our evolution as a public company, including the five-year sunset of our dual class structure, which occurred in July 2023. At our IPO, we had two classes of common stock—Class A common stock and Class B common stock—with the Class B common stock having ten votes per share and the Class A common stock having one vote per share. Our governance practices are designedChairman and CEO, KR Sridhar, also entered into voting agreements with a number of our stockholders prior to optimize success basedour IPO that gave him a proxy to vote their shares. The voting agreements provided Mr. Sridhar with significant influence over all matters to be voted on by our stockholders. In July 2023, our dual class provision sunset on the nature5th anniversary of our technologyIPO in accordance with the terms of our Restated Certificate of Incorporation. With this change, every stockholder has one vote per share. Bringing a New Technology to a Slow-Moving Industry Takes Time and the market environment we face.A Long-Term Focus. Our Bloom Energy Server, and its related applications, is an innovative new technologypower generation product in a rapidly evolving area of the energy industry - distributed generation. It takes time to integrate a new technology in a highly regulated and fragmented industry. The energy industry has very long technology development and market adoption cycle times, which necessitates long-term planning and execution of a consistent strategy. For example, it took 12 years to develop our initial energy server product and get it into production. In addition, the energy industry has many divergent companies involved in the ecosystem, exacerbating the length ofwhich makes the business cycle longer and the pace of change. In addition,change slower. This is exacerbated with the energy transition, the increased power demands created by electrification, and a lack of clarity in regulation and policy. We have certainly experienced this as to our electrolyzer product and the market acceptance of, and demand for, hydrogen. As a relatively newlynew public company withbringing a disruptive product in aninto this evolving industry, that is subject to political and policy changes, we tend tooften experience short-term swingsfluctuations in our stock price that are unrelated to and do not necessarily reflectrelated to, or reflective of, our long-term prospects and value.The Board, after careful deliberationsvalue, but could foster shorter term-focused actions from stockholders that may distract or impede Bloom’s strategy execution and operational performance. Achieving our goals necessitates a significant amount of long-term planning and focus by the management team and the Board.
We Operate in viewa Competitive, Emerging, Policy-Driven, and Highly-Regulated Market. To integrate a new technology in a policy-driven, highly-regulated, and fragmented industry, we must navigate the policy and regulatory requirements and developments in multiple states and countries over a number of years. Bloom is a fully integrated business that develops, manufactures, installs, and services our products. Since our IPO, the above-noted business environment considerations, put in placemarket has also evolved with political and policy changes shifting toward renewable energy sources for a zero-carbon future. More recently, there has been “time to power” needs that are again shifting the political and policy landscape for energy. Our Structure Supports Our Mission and Strategy. We believe our current governance practices optimize our success given the nature of our technologies and products and the market environment we face. Our governance structure to enableenables the management team to act with deliberation on its shorter-term initiatives and longer-term strategy. This allows us to focus on delivering long-term value to stockholders, and to protect minority investorsstockholders from the interests of potentially short-sighted investors who may seek to act opportunistically and not in the long-term best interests of Bloom or its stockholders generally or of other stakeholders.The table below highlights some of This also provides our directors with enough time to understand the key elementscomplexities of our governance structurebusiness and explains how we believe they align with the long-term interests of our stockholders. As weto oversee management’s strategy more effectively.
Stockholder Input Welcome. We value input from our stockholders and recognizingrecognize that some of our stockholders may hold different views, weviews. We look forward to engagingcontinuing to engage on this topicour governance as part of our robust and proactive stockholder engagement program (see “Stockholder Engagement”“Stockholder Engagement” on page 4044 for more information).As a final note, we do not consider Bloom Energy to be a controlled corporation under NYSE rules. Although Mr. Sridhar, our CEO, does have voting agreements in place with other stockholders that, in previous years, gave him more than 50% of the voting power, those voting agreements could be eliminated at any time by the counterparty stockholder by converting their respective Class B common stock to Class A common stock, which could have the effect of reducing Mr. Sridhar’s voting power below 50%. As of the Record Date, the voting agreements between Mr. Sridhar and certain stockholders covered 12,753,442 shares of Class B common stock (inclusive of Mr. Sridhar’s shares), which represents approximately 39.93% of the outstanding voting power of our common stock (see “Voting Agreements” on page 87 for additional details).
| Provision | | | | | | | | 30 | Bloomenergy | 2024 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | What this refers to | | | | How this aligns with stockholder interests | | | | | | | | | | Dual class capital
structure | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Governance Provision | What This Refers To | Two classes of common stock, with Class A having 1 vote per share and Class B having 10 votes per share | | Provides an environment for the first five years post-initial public offering (“IPO”), at which point the dual class sunsets automatically, in which our founder and CEO, Mr. Sridhar, can focus his and the management team’s attention on our long-term strategy and driving value for stockholders. The dual class structure sunsets in July 2023How This Aligns With Stockholder Interests | | | | | | | | Classified board | | Directors serve three-year terms, with roughly one-third of the Board (instead of the entire Board) elected at each annual meeting | | Provides stability and continuity, permitting directors to develop and share institutional knowledge regarding our complex, unique business with a first of its kind product and focus on the long term. Encourages stockholders to engage directly with the Board and the management team regarding significant corporate transactions | | | | | | | Supermajority
voting | | Voting standard for most items is majority of votes cast, but two-thirds of the outstanding shares are needed to approve a limited number of items in the Restated Certificate of Incorporation | | Protects against a small group of stockholders acting to amend our governing documents or to remove directors for reasons that may not be in the best interests of all stockholders | | | | | | | Plurality voting to
elect directors | | Directors are elected by a plurality of votes cast (instead of a majority of votes cast), meaning the nominees with the most votes are elected | | Avoids potential disruption to the Board and management team as a result of a “failed election” in which a nominee does not achieve the votes necessary to be elected | | | | | | | Stockholders
cannot call special
meetings or act by
written consent | | Stockholders can propose business at each annual meeting (per our advance notice bylaws andor Rule 14a-8), but cannot call a stockholder vote in between annual meetings | | Protects against potential abuse by a limited number of stockholders who could act to further short-term special interests and avoids unnecessary diversion of Board and management time from executing on our long-term strategy | | | |
Corporate Governance HighlightsMany
Regular Board Assessments  Annual Board, committee, and director performance assessments through self-evaluations conducted by an independent third party Annual review of combined chair/CEO leadership structure | | | | | | | | Bloomenergy | 2024 Proxy Statement | 31 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Our Practice | | | | | | | | | | | | | | Principle 1
Boards are accountable to stockholders | | ● We are transparent with stockholders about why we believe our governance structure is appropriate given the business environment in which we currently operate and how this structure aligns with stockholder interests (see “Our Board and Governance Structure” on page 31)
● As a practical matter, in the event that any of our directors or management proposals failed to receive majority support, we would engage with stockholders to understand their views, and the Board would determine an appropriate response based on its view of what would be in the best interests of all stockholders
● Through this Proxy Statement, we strive to describe to stockholders the Board and Committee activities over the past year
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Principle 2
Stockholders should be entitled to voting rights in proportion to their economic Interest | | ● We currently have a dual class structure, with Class A common shares having 1 vote and Class B having 10 votes, in order to provide an environment in which our founder and CEO can focus the management team’s attention on long-term strategy for the initial years following our IPO
● However, recognizing the value of stockholders having voting rights in proportion to their economic interest over the long term, the dual class structure has a built-in sunset so that it ends automatically in July 2023, five years following our IPO, which is a shorter period than called for by the major U.S. proxy advisory firms
| Principle 3
Boards should be responsive to stockholders and be proactive in order to understand their perspectives | | ● We have a year-round engagement program where we proactively reach out to our stockholders in order to understand their perspectives, including one-on-one meetings as well as numerous IR touchpoints, such as our annual investor day
● Engagement topics included strategy, governance structure, executive compensation, succession planning and human capital management
● In response to stockholder feedback, over the last several years, we have, for example, simplified our quarterly reporting, moved to annual guidance, added an annual investor day and produced a Sustainability Report that aligns with TCDF and SASB disclosure principles
| Principle 4
Boards should have a strong, independent leadership structure | | ● Strong lead independent director with robust and transparent authority and responsibility
● Board considers appropriateness of its combined chair/CEO leadership structure at least annually
● All committees are composed of entirely independent directors. Each committee operates under a written charter approved by the full Board
● Executive sessions of independent directors are conducted regularly at Board and committee meetings
| Principle 5
Boards should adopt structures and practices that enhance their effectiveness | | ● We require a majority of the Board to be independent, but in practice, all of our directors other than the CEO are independent
● We are continuously focused on Board refreshment, with four new directors joining the Board since 2017, and we seek to build a Board whose skills and experiences can best support our long-term strategic direction and is comprised of directors that represent a diversity of viewpoints, backgrounds, experiences and other demographics
● Three of our directors (50% of the Board) are ethnically diverse and one of our directors (17% of the Board) is female, and we are committed to adding female directors to the Board in connection with future Board refreshment opportunities
● The Board, its committees and independent directors annually assess their performance through a self-evaluation conducted by an independent third party
● Limits on outside board service, with no director permitted to serve on more than five public company boards (including Bloom Energy), and directors who are public company CEOs not permitted to serve on more than three public company boards (including Bloom Energy)
● No restrictions on directors’ access to management or employees
● Board and Committees may hire outside advisors independent of management
| Principle 6
Boards should develop management incentive structures that are aligned with the long-term strategy of the company | | ● The Compensation Committee annually reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies
● A majority of target compensation for our named executive officers is awarded in the form of cash and equity incentives tied to specific financial and operating performance measures designed to drive long-term stockholder value
● In 2021, our CEO was awarded a five-year grant, with 80% of the grant performance based, with 30% of that based on financial targets and 50% based on achievement of stock price goals
● Performance-based stock units represent 80% of the target long-term incentive value granted to our CEO and 40% of the target value granted to our other named executive officers
● We incorporate a number of risk mitigation features into our executive compensation program, including stock ownership guidelines, clawback provisions and anti-hedging and anti-pledging policies
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Director Independence Our Standard for Director Independence.Under NYSE listing standards, a director will qualify as an “independent director” only if the Board determines the director does not have a disqualifying relationship and, in the opinion of that listed company’s board of directors, that director does not have aor any other material relationship with the listed company, either directly or indirectly,Bloom that would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.judgment. Evaluating Director Independence.The Nominating Committee and the Board perform an annual review of the independence of each director and nominee. At least annually, the Nominatingnominee annually. | | | | | | | WHAT THE NOMINATING COMMITTEE CONSIDERS | WHAT THE BOARD CONSIDERS | •All material commercial, consulting, legal, charitable, or other business relationships that a director or the director’s immediate family members have with Bloom and its subsidiaries •All ordinary course transactions with entities with which the directors are associated •Information provided by each director concerning his or her background, employment, and affiliations •Transactions, if any, that affect director independence, including any transactions in which the amounts reported may be above the threshold contained in the director independence requirements, and in which a director has a direct or indirect material interest | •Relationships that each non-employee director has with Bloom Energy •The beneficial ownership of our capital stock by each non-employee director •The long tenure of certain of the directors •Ordinary vendor relationships with companies whose boards a director may serve on •Other facts and circumstances the Board deems relevant in determining a director’s independence |
Evaluating Committee receives a report on all commercial, consulting, legal, charitable or other business relationships that a director or the director’s immediate family members have with Bloom and its subsidiaries. This report includes all ordinary course transactions with entities with which the directors are associated. In determining independence, the Nominating Committee considers transactions, if any, identified in the report discussed above that affect director independence, including any transactions in which the amounts reported may be above the threshold contained in the director independence requirements, and in which a director has a direct or indirect material interest. Member Independence. The Nominating Committee will make its assessment and recommendation and discuss the report and its assessment and recommendation with the full Board, which in turn makes its assessment.In making its independence determination with respect to our non-employee directors and nominees, the Board considered the relationships that each non-employee director has with Bloom Energy and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director as well as the long tenure of certain of the directors and ordinary vendor relationships we have with certain companies for which they serve as non-employee directors.
With respect to the members of the Compensation Committee and Audit Committee, the Nominating Committee and full Board considered the heightened independence requirements under the NYSE listing standards. In reaching its determination, with respectstandards and SEC rules for members of the Audit and Compensation Committees.
Relationships Considered. The Board considered the lengthy tenure of Mr. Zervigon and considered a variety of factors, including his willingness to Mr. Sandell, the Nominating Committeechallenge management and the Board consideredstatus quo and his role as Managing General Partner at NEA, a global venture capital firmthoughtful board deliberations and concluded that controlled approximately over 5%Mr. Zervigon’s independence from management had not been diminished by his years of our Class A common stock and Class B common stock during 2021.service. The Board also considered Mr. Immelt’s role as a venture partner at NEA. Unlike Mr. Sandell,$70,000 payment to Mr. Immelt does not have beneficial ownership of the securities held directly or indirectly by NEA, nor is he a member of NEA’s management. Although the Board has determined that the NEA stock ownership did not affect either Mr. Sandell’s or Mr. Immelt’s independence, as of December 31, 2021, NEA no longer holds our Class A or Class B common stock.In addition, the Nominating Committee and the Board considered that two of its members during 2021 sat on the boards of companies with which we do businessfor leadership training provided to Bloom employees in ordinary vendor relationships and determined that these relationships were not significant enough to affect their independence.
Based on the information provided by each director concerning his or her background, employment and affiliations, and the report discussed above, the Board has determined that none of our non-employee directors has a material relationship with us, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of our non-employee directors is “independent” as that term is defined under the listing standards of the NYSE, the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and our Governance Guidelines. The Board also determined that all members of the Audit, Compensation and Nominating Committees are independent and also satisfy any committee specific independence requirements. Mr. Sandell and John Doerr were independent during the period they served on the Board, and General Powell was not independent during the period he served on the Board.
Mr. Sridhar is not independent due to his role as our CEO.
2023. | | | | | | Independence | Our Determination. The Board has determined that our six non-employee directors do not have a material relationship with us, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these six non-employee directors is “independent” as that term is defined under NYSE and SEC rules and our Corporate Governance Guidelines. The Board also determined that all members of the Audit, Compensation, and Nominating Committees are independent and also satisfy any committee-specific independence requirements. Mr. Sridhar is not independent due to his role as our CEO. |
| | | | | | | | | | 100% | 100% | 100% | | Independent | Independent | Independent | | | | | Audit Committee | Nominating Committee | Compensation Committee |
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Board Leadership Structure Our Board Leadership Policy.We believe that independent board oversight and leadership is essential for the Board to effectively perform its functions. Our Corporate Governance Guidelines and the Bylaws provideallow the Board with the flexibility to choose the appropriate Board leadership structure based on what it believes is in the best interestinterests of Bloom Energy and its stockholders at a given point in time. Our Governance Guidelines and Bylawsstockholders. These documents do not require the separation ofthat the offices of the Chairperson and the Chief Executive Officer be separated, but do require that when theboth positions of Chairperson and the Chief Executive Officer are held by the same person, the independent directors designate a lead independent director to a term of at least one year.Mr. Sridhar, our founder and CEO, has also historically served and is currently serving as Chairman of the Board. Since May 2020, Mr. Immelt has served as our Lead Independent Director, and as described below, has meaningful authority over Board governance and operations and presides over regular executive sessions held by non-employee directors.
a one-year term. The Nominating Committee annually reviews and considers whether the Board’s leadership structure remains appropriate for us and makes recommendations regarding it to the Board. The Nominating Committee recommended Mr. Sridhar continue to serve as Chairman of the Board. The Board has carefully considered this recommendation and whether to separate the roles of Chairman and CEO, and has concluded that we and our stockholders are currently best served by having Mr. Sridhar perform both roles. Among other factors, the Board considered and evaluated: Mr. Sridhar’s knowledge of Bloom Energy and the industry in which it operates, which comes from being a founder of Bloom Energy and our CEO for over 20 years; Mr. Sridhar’s vision for Bloom Energy; the importance of unified leadership to execute and oversee our strategy during this time of growth and evolution in the business and the energy industry; the overall 34 | |
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independence of the Board (as of the annual meeting, all of our current directors other than the CEO will be independent) and the strong leadership and meaningful responsibilities of the lead independent director. As CEO, Mr. Sridhar’s direct involvement in our operations enables him to communicate knowledgeably, timely and openly with the rest of the Board regarding short- and long-term objectives, identification of strategic priorities and execution of these strategies. This helps the Board focus on important strategic objectives, yet also understand the challenges we face on a day-to-day basis. Combining the roles of CEO and Chairman of the Board provides a clear chain of command and single point of accountability to both develop and execute on our strategy, and also provides a unified public face of Bloom in its interactions with suppliers, partners, customers and others, all of which is particularly valuable to a relatively new public company such as Bloom Energy.
We believe it is important that the Board retain flexibility to determine whether the CEOChief Executive Officer and ChairmanChairperson roles should be separate or combined based upon the Board’s assessment of our needs. The Board will continue to evaluate the appropriateness of this leadership structure and whether it continues to be inserves the best interestinterests of Bloom Energy and its stockholders. Why Our Current Leadership Structure is Right for Bloom. Mr. Sridhar, our founder and CEO, has historically served and is currently serving as Chairman of the Board. Since May 2020, Mr. Immelt has served as our Lead Independent Director. For 2023, the Nominating Committee recommended that Mr. Sridhar continue to serve as Chairman of the Board. The Board carefully considered that recommendation and whether to separate the roles of Chairman and CEO, and concluded that we and our stockholders are currently best served by having Mr. Sridhar perform both roles. Among other factors, the Board considered and evaluated: Mr. Sridhar’s direct involvement as CEO in our operations, enabling him to communicate knowledgeably, timely, and openly with the Board on short- and long-term objectives, and to identify strategic priorities and recommend ways to execute these strategies. We believe this helps the Board focus on important strategic objectives, yet also understand the challenges we face on a day-to-day basis. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 33 |
Board Chairman As Chairman of the Board, Mr. Sridhar’s responsibilities include: | | | | | | | | | Board Leadership | •Chairs Board meetings •Chairs annual and special stockholder meetings •Directs and organizes the Board’s work through robust leadership and operational and strategic insights into the Company’s business •Fosters a collaborative and engaged culture among directors | | | | | | Board Agenda, Schedules & Information | •Schedules and sets the agenda for Board meetings, in consultation with the Lead Independent Director •Consults with the Lead Independent Director on the information sent to the Board •Guides discussion at Board meetings •Communicates, with other members of management, on corporate performance as well as strategy execution and decision-making •Organizes, prepares, and delivers information requests from the Board | | | | | | Chairman & Director Communications | •Meets regularly with the Lead Independent Director about Bloom’s strategy and performance •Provides institutional and operational knowledge to support identification and review of key risks | | | | | | Stockholder Communications | •Represents and articulates the Company’s strategy and performance in meetings and presentations with major stockholders and other stakeholders | | |
Lead Independent Director The lead independent director is elected annually by the independent directors of the Board.directors. In selecting Mr. Immelt currently servesto serve as our lead independent director. Mr. Immelt bringsdirector, the Board considered his substantial experience in governance, expertisemanagement, operations, and operational and leadership, experience, having served as Chairman and CEO of GE, a large global infrastructure company, for over 20 years. In addition, we believeyears as well as a director on several other public company boards. The independent directors have concluded that Mr. Immelt brings a fresh perspectiveis exceptionally well-qualified to serve as ourBloom’s lead independent director. | | | | | | | | | 34 | Bloomenergy | 2024 Proxy Statement |
To provide for vigorous, independent leadership, Mr. Immelt’s responsibilities as lead independent director having joined the Board in November 2019.As described in our Corporate Governance Guidelines, our lead independent director responsibilities, include:
| ● | | | | |
| | Board Leadership- provides | •Chairs Board meetings in the Chairman’s absence •Provides leadership to the Board in any situation where the Chairman’s role may be perceived to be in conflict or chairs Board meetings in the absence of the Chairman and performs •Performs such other functions and responsibilities as requested by the Board from time to time.time | | ● | | | | Board Processes & Information | Board Agenda, Schedules•Ensures the quality, quantity, appropriateness, and Information - approves the agenda and meeting schedules to assure there is sufficient time for discussiontimeliness of all agenda items; consults with the Chairman regarding information to sendprovided to the Board and approvesprovides input to create meeting agendas •Ensures that feedback is properly communicated by and between the information sent toindependent directors and Chairman •Ensures the institution of proper board processes, including the number, frequency, and scheduling of Board meetings and calls additional meetings as needed.sufficient time for all agenda items •Promotes a strong Board culture, including encouraging and facilitating active participation of all directors | | ● | | | Chairman and& Director Communications- meets | •Meets regularly with the Chairman and servesCEO about Bloom’s strategy and performance •Serves as a liaison between the Chairman and the Independent Directors (although every director has direct access to the Chairman).independent directors | | ● | Leadership | | Presides over Executive Sessions of Independent Director Meetings -Directors | •Has authority to call meetingsexecutive sessions of the independent directors and on a regular basis, calls •Calls and chairs all executive sessions and coordinateswhich are regularly scheduled (in addition to numerous informal sessions that occur throughout the year) without any management directors or management present •Coordinates activities of the independent directors.directors | | ● | | | | Stockholder Communications | •Is available for consultation and direct communication with major stockholders and other stakeholders as appropriate | | | | | Board Governance Processes- works | •Works with the Nominating Committee to guide the Board’s governance processes, including succession planning, the annual Board and Committee self-evaluation process and the annual Chairman’s evaluation •Works with committee chairs to ensure coordinated coverage of Board responsibilities and effective functioning of all committees •Advises the Nominating Committee regarding the Board’s leadershipcommittee structure, committee member rotation, and selection of committee structure.chairs | | ● | Stockholder Communications - is available under appropriate circumstances as a primary Board contact for consultation and direct communication with major stockholders.
Information Regarding the Board and its Committees
The Board held four meetings and acted four times by unanimous written consent during the fiscal year ended December 31, 2021. Additionally, from time to time between formal meetings, members of the Board participate in update or status phone calls and briefings, which are not meetings of the Board and therefore not included in the total. Each director attended at least 75% of the aggregate number of Board and committee meetings on which he or she served during the portion of the last fiscal year for which he or she was a director or committee member, except for Mr. Sandell, who is retiring from the Board and not standing for re-election at the 2022 Annual Meeting. On average, directors attended 90% of Board and committee meetings in 2021.
Independent directors meet in executive session without any members of our management present at almost every regularly scheduled Board meeting. The lead independent director chairs each of these executive sessions. These executive sessions promote an open discussion of matters in a manner that is independent of the Chairman and CEO.
It is our policy to encourage our directors to attend annual meetings of stockholders, and we expect that all directors will attend the 2022 Annual Meeting. In 2021, our meeting was held virtually due to heighted concerns around the COVID-19 pandemic. All of our directors attended our virtual meeting in 2021.
To support effective corporate governance, our Board delegates certain responsibilities to its committees, who regularly report on their activities to the Board. These committees have the authority to engage legal counsel or other advisors or consultants as they deem appropriate to carry out their responsibilities. The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee. Only independent directors serve on the Board committees. In our efforts to continually refresh the Board and its committees, during fiscal 2021, with the resignation of John Doerr from the Board and Compensation Committee, Mr. Immelt joined the Compensation Committee and left the Audit Committee, which had four members, inclusive of Mr. Immelt.
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The Board has adopted written charters for each of its committees, and copies of the charters are available on our website at www.bloomenergy.com in the Corporate Governance section of our Investors page. Each of the committee charters is reviewed annually by the respective committee, which may recommend appropriate changes for approval by the Board.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 Meetings: 6 | | | | | | Mary K. Bush (Chair)
Members:
Michael Boskin
Eddy Zervigon
| | The Audit Committee has adopted a written charter approved by the Board that, among other things, specifies the scope of its oversight and responsibilities pertaining to accounting, financial reporting processes and audits of financial statements and internal controls and satisfies the applicable standards of the SEC and the NYSE.
Principal Responsibilities:
The duties of our Audit Committee include, among other things:
● selecting, appointing and setting the compensation of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
● reviewing the independence and performance of the independent registered public accounting firm;
● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements;
● establishing and overseeing procedures for employees to submit concerns anonymously about fraud or questionable accounting or audit matters;
● reviewing our policies on risk assessment and risk management, including cybersecurity risk and data privacy;
● reviewing and monitoring our internal controls and internal audit functions;
● obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes our internal quality-control procedures, any material issues with such procedures and any steps taken to deal with such issues;
● approving in advance all audit and permissible non-audit related services provided by the independent registered public accounting firm;
● reviewing with management policies and practices related to our treasury function, investment management, financial risk management and insurance;
● reviewing compliance with significant applicable legal and regulatory requirements, including those that may have a material impact on our financial statements or internal control over financial reporting;
● reviewing related-party transactions and proposed waivers of our Global Code of Business Conduct and Ethics; and
● reviewing all customer-related financing structures.
Key Highlights in 2021:
During 2021, the Audit Committee continued to closely oversee our cash management in light of the COVID-19 pandemic, with particular attention to our supply chain and inventory. The Audit Committee also played a key oversight role as we finalized our first year of compliance with the Sarbanes-Oxley internal controls auditor attestation requirements. The Audit Committee’s oversight focused on, among other things, key financial reporting and disclosure matters, ethical and legal compliance, cybersecurity and product security. The Audit Committee reviewed and approved the business model changes we implemented with respect to our financing and installation activities and the resulting impact on the timing of revenue recognition and also reviewed the changes to the SEC lease accounting and revenue recognition rules that affected the accounting treatment of our managed services transactions. The Audit Committee provided guidance on a simplified earnings release format.
Governance:
The Board has determined that each member of the Audit Committee meets the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the NYSE. Each member of the Audit Committee is financially literate as required by current NYSE listing standards. In addition, the Board has determined that each of Ms. Bush and Mr. Zervigon is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act of 1933, as amended. Mr. Immelt served on the Audit Committee until May 12, 2021.
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| Compensation and Organizational Development Committee
| 2021 Meetings: 4 | | | | | | | | | | | | | Scott Sandell
(Chair)*
Members:
John T. Chambers
Jeffrey Immelt
| | The Compensation Committee has adopted a written charter approved by the Board that, among other things, specifies the scope of its oversight and responsibilities relating to the compensation of our executive officers, the evaluation of the performance of our senior management team, succession planning and strategies and policies related to our employees, including their overall well-being, pay-equity, culture and inclusion and diversity.
Principal Responsibilities:
The duties of our Compensation Committee include, among other things:
● reviewing the overall compensation strategy and philosophy, and whether this establishes appropriate incentives for the executive officers and employees;
● evaluating the performance of our executive officers, including our CEO;
● determining and making recommendations to the Board regarding the compensation, performance measures and goals of our CEO;
● reviewing and approving the performance measures and goals for our executive officers;
● reviewing, recommending and approving salaries, bonuses and other matters related to compensation of the executive officers;
● administering our equity incentive plans;
● reviewing with management and overseeing the assessment of our major compensation-related risk exposures;
● making recommendations to the Board regarding employee incentive compensation and equity plans;
● overseeing succession planning for the CEO, executive officers and senior management;
● periodically reviewing the form and amount of non-employee director compensation;
● reviewing general policies relating to compensation and benefits of our employees; and
● overseeing our strategies, initiatives and programs with respect to our culture, talent recruitment, development and retention, employee engagement, diversity and inclusion.
Key Highlights in 2021:
During 2021, the Compensation Committee continued to focus on the impact of COVID-19 on workforce safety and our return to the office strategy. The Committee reviewed our compensation strategy and made recommendations focused on employee recruitment and retention and provided oversight on policies pertaining to employee well-being and diversity and inclusion. The Compensation Committee reviewed succession planning of our CEO, executive management and senior management and had regular discussions with the Board on this topic. The Compensation Committee developed a five-year, largely performance based grant for our CEO. The Compensation Committee worked with the Nominating Committee to formally adopt a Stock Ownership Policy applicable to certain members of senior management and the non-employee directors.
The Compensation Committee has engaged Compensia as its independent compensation consultant. Compensia reports directly to the Compensation Committee and interacts with management at the Committee’s direction. Compensia provides analysis and advice about our executive compensation philosophy, peer groups, pay positioning relative to peer companies, equity usage and allocation and risk assessment. The Compensation Committee assessed the independence of Compensia under the factors set forth in the SEC rules and concluded they were independent during 2021. For more information on the responsibilities and activities of the Compensation Committee, including the processes for determining executive compensation, see “Compensation Discussion and Analysis” below.
Governance:
All members of the Compensation Committee are independent under the listing standards of the NYSE. Each member of this committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Mr. Doerr served on the Compensation Committee until his departure on April 13, 2021 and was replaced by Mr. Immelt. The charter of the Compensation Committee was amended to transfer the determination of non-employee director compensation from the Nominating Committee to the Compensation Committee, and the Compensation Committee will review non-employee director compensation for recommendation, if appropriate, to the full Board immediately following the May 2022 Annual Meeting.
* Since Mr. Sandell is retiring and not standing for re-election, the Board will appoint a new Chair of the Compensation Committee to be effective as of the date of the 2022 Annual Meeting.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is or has been an officer or employee of Bloom. No member of the Compensation Committee had any relationship with Bloom during 2021 requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has ever served as a member of the board or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Board or Compensation Committee.
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CORPORATE GOVERNANCE
Nominating, Governance and Public Policy Committee | 2021 Meetings: 4 | | | | | Eddy
Zervigon (Chair)
Members:
Michael Boskin
Scott Sandell
| | The Nominating Committee has adopted a written charter approved by the Board that, among other things, specifies the scope of its oversight and responsibilities relating to our corporate governance policies and practices and public policy matters.
Principal Responsibilities:
The duties of our Nominating Committee include, among other things:
● making recommendations to the Board concerning the size, structure and composition of the Board and its committees;
● identifying, evaluating and making recommendations of nominees to the Board;
● annually evaluating the performance and effectiveness of the Board, the committees and individual directors;
● reviewing developments in corporate governance practices;
● evaluating the adequacy of our corporate governance practices and reporting;
● overseeing our stockholder engagement program and reviewing and reporting stockholder feedback to the Board;
● reviewing stockholder proposals and recommending actions on such proposals to the Board;
● assessing the appropriateness of our stock ownership guidelines;
● developing and making recommendations to the Board regarding corporate governance guidelines and policies;
● monitoring, evaluating and providing guidance on sustainability issues, social and political trends, legislative proposals and non-financial regulatory developments, both domestic and international, which would affect our business;
● reviewing, assessing and providing guidance to management and the Board on significant domestic and international legislation, and energy and environmental policy; and
● reviewing our government relations activity and political activities.
Key Highlights in 2021:
During 2021, the Nominating Committee, together with the Chairman of the Board, continued to dedicate time and attention to refreshment of the Board and director recruitment. The Nominating Committee oversaw the annual Board and Committee evaluation process and, in that process solicited feedback on desired director refreshment skills, experience and diversity to augment its refreshment and search process. The Nominating Committee oversaw the development of our ESG strategy, which included the implementation of an ESG governance structure, the issuance of our first Sustainability Report and the standards against which we would assess our ESG practices. Considerable attention was given to climate change risks and opportunities. Throughout 2021, the Nominating Committee received updates and provided guidance on state and federal policy and regulation pertaining to fossil fuel, renewable fuels, hydrogen and carbon capture.
Governance:
All members of the Nominating Committee are independent under the listing standards of the NYSE.
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CORPORATE GOVERNANCE
Board’s Role and Responsibilities
Strategy
The Board has oversight responsibility for management’s establishment and execution of corporate strategy. The Board is deeply engaged and involved in overseeing our long-term strategy, including, among other areas, the focus of our product development in light of the evolving energy landscape and drive to decarbonization, market opportunities and related policy and regulation, our manufacturing capacity and footprint and how we adapt our business model to enable scale and focus. Sustainability is a core part of our business, and so environmental and climate-related topics are inherently part of the full Board’s discussion on long-term planning, financial risk, regulatory and policy issues and other changes occurring in the energy industry. Elements of our strategy are discussed at every regularly scheduled Board meeting guided by our current priorities, as well as achieving long-term, profitable growth. The Board also engages with the executive management team and leaders of our product and market areas and regularly reviews the strategic and operational priorities, the competitive environment and regulatory and policy trends. The Board, at its meetings, regularly discusses its capital allocation plans, its performance against its budget and potential actions to take for alignment on strategic priorities.
Risk Oversight
The Board’s oversight of risk is an integral component of the Board’s oversight and engagement on strategic matters. The Board is responsible for overseeing our risk management. The Board exercises this oversight responsibility directly and through its committees. Any risk oversight that is not allocated to a committee remains with the Board. The charters of the committees define the areas of risk for which each committee is responsible. The oversight responsibility of the Board and its committees is informed by regular reports from our management team, including senior personnel who lead a variety of functions across the business, as well as input from external advisors, as appropriate. These reports are designed to provide timely visibility to the Board and its committees about the identification and assessment of key risks, our risk mitigation strategies and ongoing developments.
The full Board has primary responsibility for evaluating strategic and operational risk management. The Audit Committee is responsible for overseeing our major financial and legal risk exposures, which span a variety of areas, including litigation, legal and regulatory compliance, financial reporting and controls, credit and liquidity, capital allocation, IT, conflicts of interest, related party transactions, cybersecurity and international operations. The Audit Committee also oversees the steps our management has taken to address failures in compliance with established risk management policies and procedures, and to monitor and control these exposures, including policies and procedures for assessing and managing risk and related compliance efforts. The Compensation Committee evaluates risks arising from compensation policies and practices so they do not incentivize excessive risk taking, as well as risks related to human capital management, such as workplace safety, recruiting, retention, attrition, diversity and inclusion and succession planning. The Nominating Committee evaluates risks arising from our corporate governance practices, leadership structure of the Board, Board effectiveness and independence, state and federal non-financial regulatory and legislative matters, stockholder activism and ESG-related matters. Each of our committees provides reports to the full Board on their oversight activities and elevates review of risk issues to the Board as appropriate.
| BOARD OF DIRECTORS | | Has the primary responsibility for evaluating strategic and operational risk management | ▲ | ▲ | ▲ | | | | | | | AUDIT COMMITTEE
Financial statements and internal controls
and reporting
Compliance, regulatory and litigation
Cybersecurity, data privacy and data security
Credit and liquidity and capital allocations
Ethics, related parties and conflicts of
interest
| COMPENSATION AND
ORGANIZATIONAL
DEVELOPMENT COMMITTEE
Compensation and benefits
Succession planning
Human capital management
Recruiting and retention
Workplace safety
| NOMINATING, GOVERNANCE
AND PUBLIC POLICY COMMITTEE Corporate governance
ESG and sustainability
Public policy
Social responsibility
Stockholder activism
| | | | | | | ▲ | ▲ | ▲ | | MANAGEMENT
The Board, in consultation with each of its committees, oversees our management in exercising its responsibility of managing risk. Members of our executive and senior management team are responsible for implementation of our day-to-day risk management processes. This includes identifying risk and risk controls related to significant business activities and developing programs and recommendations to determine the sufficiency of risk identification and the appropriate manner in which to manage the risk. Management informs the oversight responsibility of the Board and committees through regular reports. We have established robust standards of business conduct that apply to our employees and partners globally and provide numerous methods for employees to elevate risk concerns directly to management or through anonymous channels.
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CORPORATE GOVERNANCE
2021 Focus Areas
During 2021, the Board continued its oversight of the ongoing impacts of COVID -19, particularly with respect to cash management, supply chain, inventory, workplace safety and other areas of human capital management, such as recruitment and retention and return to office. Throughout the year, the Board received regular reports from the Compensation Committee and the head of human resources around succession planning for the CEO and executive and senior management, as well as our progress and programs to support diversity and inclusion.
In light of the evolving energy industry, the Board spent significant time on our strategy to drive decarbonization as part of our product solutions and the introduction of new products, enter into new product markets and territories, and review new or developing regulation and policy. This included a review of climate related shifts in technology and customer, stockholder and other stakeholder expectations. In addition, in light of our growth, the Board focused on our development of new production capacity, new business models and strategic partnerships.
Stockholder Engagement
As part of our accountability to investors and consistent with our support of good corporate governance practices, our Board, along with the management team, continues to seek constructive and open dialogue with our stockholders. During 2021, we focused on several areas to better understand investor needs and provide additional information about the company and our technology.
| Increased engagement with senior management | | ● During 2021, most of our investor engagements were conducted virtually due to the ongoing COVID-19 pandemic. Throughout the year, we participated in 20 virtual conferences, meeting with over 280 firms, both U.S.- and internationally-based. In addition, outside of investor conferences, we met by phone or video conference apps, with approximately 125 of our largest institutional investors. Our CEO, CFO and other members of our senior management team participated in one-on-one and group discussions, sharing their views on the health of the company, our strategic positioning and our operational priorities. As part of our engagement with current and prospective investors, we discussed matters including our executive management succession plan, executive compensation program, equity compensation strategy and our corporate social responsibility program, and the Board was subsequently provided an update on the feedback received. To help make our engagements even more effective, we hired a seasoned Investor Relations professional to strengthen the IR team and better facilitate this discussion, as well as be available to respond to investor questions and concerns.
● For 2022, we have hired a top IR consultancy firm to conduct an in-depth perception study survey of what our investors think about our strategy and execution, as well as any tangible areas where we could improve based on their opinion. The survey will be sent out to more than 300 current and interested investors.
| | Provided more detailed analysis about our performance | | ● We hold regular quarterly earnings conference calls open to all investors, which include a question and answer session. These calls are announced to the public in advance, and we provide an opportunity for investors to participate via audio or webcast. A recording of the earnings call webcast and Q&A is made available following the call. Beginning in the fourth quarter 2020 earnings cycle, we changed the format of our earnings documents in response to investor feedback. We replaced our quarterly stockholder letter with a more fulsome earnings release and supplemental financial information package simplifying our reporting and providing more robust disclosure about our operations. These documents provide additional analysis of financial performance and insights on key operating metrics.
| | Continued investor education | | ● In response to continued investor feedback, we continued the outreach we began in 2020, publishing additional materials and hosting additional events for our investors. Specifically, we broadcasted a “teach-in” of our Service Business, where our leadership discussed our historical performance, changes we’ve made to the business and our expected future performance. We also followed up on the Fall 2020 Hydrogen teach-in with a whitepaper on our technical performance of our recently launched hydrogen electrolyzer. In addition, we published press releases regarding our accomplishments, technical milestones and key technology achievements, which were amplified by social media.
| |
Our investor relations website at https://investor.bloomenergy.com contains links to announcements regarding our earnings release conference calls and other investor resources, and our external communications team, in cooperation with our investor relations team, posts information of interest to our investors on social media sites such as LinkedIn (https://www.linkedin.com/company/bloom-energy/) and Twitter (@Bloom_Energy). Information posted on our investor relations website or social media sites does not constitute a part of and is not incorporated by reference into this Proxy Statement or any of our public filings with the SEC.
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CORPORATE GOVERNANCE
Board Processes and Policies
Materials Available on Our Website
The Board has adopted Corporate Governance Guidelines that provide the framework for our corporate governance, along with the Restated Certificate, the Bylaws, committee charters and other key governance practices and policies. Our Corporate Governance Guidelines cover a wide range of subjects, including the conduct of Board meetings, independence and selection of directors, Board membership criteria and Board committee composition.The Corporate Governance Guidelines and the other corporate governance documents listed below are available in the Investor Relations section of our website at https://investor.bloomenergy.com by clicking on the “Corporate Governance/Governance Documents” link thereunder.
● | Restated Certificate of Incorporation | ● | Audit Committee Charter | | | | | ● | Amended and Restated Bylaws | ● | Compensation Committee Charter | | | | | ● | Corporate Governance Guidelines | ● | Nominating Committee Charter | | | | | ● | Global Code of Business Conduct and Ethics | | |
Board and Committee Evaluations The Board and its principal committees perform an annual self-assessment to (i) foster a culture of accountability for performance and continuous improvement and (ii) identify forward-looking needsfuture requirements for skills and experienceexperiences of Board members so that the Board is able to meet its strategic objectives. The annual evaluation process provides the Board with valuable insight regarding areas where the Board believes it functions effectively, and where it can improve. The Chairman of the Nominating Committee together withreviews and determines the lead independent director, oversaw theoverall scope, process, and content of our Board’s self–assessment process. In order for a robust process, the Board engages an independent third party to facilitate its annual self-evaluation. The Board and committee evaluation process for 20212023 was conducted as follows: | | |
| 1. Feedback from Directors Independent outside counsel was engaged to speak with each of our directors regarding a list of topics of importance to the Board and its committees. Topics included included: •Board composition (skills, experience, diversity), •information regularly provided to the Board (pre-reading materials, director orientation materials), •agendas and meetings (quantity and quality of information presented), •Board dynamics and relationship with management •Board processes (how the Board engages on strategy, risk oversight, CEO succession and evaluation), •committee effectiveness in meeting responsibilities outlined in the committee charters •individual director and overall Board performance (strengths, contributions, opportunities for improvement). The directors’ responses were then aggregated and anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses. | | ▼ | | 2. Meeting with Lead Independent Director and Chairman/Chairman and CEO Results of the conversations with individual directors were shared with our lead independent director and our Chairman/Chairman and CEO and follow-up action items were discussed. | | ▼ | | 3. Presentation Developed for Board and Committee Discussion A presentation summarizing the results of the evaluation was then developed to facilitate Board and committee discussions. | | ▼ | | 4. Board and Committee Discussions Held The Board and each committee then discussed the evaluation results and agreed upon action items and a timeline for implementation ofimplementing any recommended changes to the Board, its membership, its processes, and the operations of its committees.committee operations. | | ▼ | | 5. OutcomeKey Feedback from the Board Evaluation Process •Affirmed it is a high-functioning board with good chemistry and each director fully engaged and adding value •Affirmed strong leadership by the lead independent director and committee chairs •Prioritized criteria for recruitment of director nominees •Evolved its meeting schedule, agendas, and process | |
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Active and Engaged Board Oversight | | | | | | | | | | | | | | | | | Meeting Attendance | •Each incumbent director attended at least 75% of the EvaluationBasedaggregate number of Board and committee meetings on feedback received fromwhich they served in 2023
•On average, directors attended 99% of Board and committee meetings | | | | | | | | Annual Meeting Attendance | •It is our policy to encourage our directors to attend our annual meetings of stockholders, and we expect that all directors will attend the 2024 Annual Meeting •100% of our directors in 2021,then serving on the Board continuedattended our virtual meeting in 2023 | | | | | | | | Executive Sessions | •Independent directors met in executive session at every regularly scheduled Board meeting •The lead independent director chaired each of the executive sessions which promote an open discussion of matters in a manner that is independent of the Chairman and CEO | | | | | | | | 2023 Board Activities | •5 meetings •Acted 3 times by unanimous written consent •Between formal meetings, directors also participated in periodic update or status phone calls and briefings. Throughout the year, our Board and its committees discuss operations and Company strategy, which in 2023 focused on i) the evolving energy transition and factors influencing and impacting product adoption sales cycles and bookings, ii) a restructuring to evolve its meeting agendasdrive efficiencies, improve margins, and process. enable scaling for growth, iii) international expansion, iv) management transitions, and v) succession planning. •Our Board meetings include regular sessions with senior management across key corporate functions and operational areas through which the Board remains informed on the implementation of operational goals, performance, and strategies. At regular meetings, the Board also considers drivers of our business execution along with key risks, challenges, and opportunities and how they relate to effectiveness of our corporate strategy. •Engaged in facility tours and strategy sessions with management | | | |
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Our Board Committees To support effective corporate governance, our Board delegates certain responsibilities to its committees, who regularly report on their activities to the Board. The Board has three standing committees, each composed of only independent directors: the Audit Committee, the Compensation Committee, and the Nominating Committee. These committees have the authority to engage legal counsel or other advisors or consultants as they deem appropriate to carry out their responsibilities. They also review their committee charters annually and recommend appropriate changes for approval by the Board. | | | | | | | | | | | | | | | | | | | | | | | | | Audit Committee | | | | | | In addition input received regardingto our ongoing role in financial reporting and related matters, in 2023 the Audit Committee oversaw management’s enhancements of several critical programs, including enterprise risk management (“ERM”), business continuity and disaster preparedness, and cybersecurity.” Mary K. Bush Chair | | 2023 Meetings: 5 | | Members: | | | Michael J. Boskin | Eddy Zervigon | Cynthia (CJ) Warner | | | | | | | | | |
Key 2023 Highlights: •played a key oversight role in the advancement and refreshment of our ERM program; •focused on our business continuity and disaster preparedness; •reviewed new SEC rules on cybersecurity and assessed the Company’s position on each requirement; •reviewed and approved the Internal Audit charter, Internal Audit risk assessment, and Internal Audit plan for the year; •reviewed and approved related-party transactions with SK ecoplant; •reviewed the Company’s intellectual property protection program; •reviewed the Company’s insurance coverage; •continually assessed the Company’s liquidity, cash and investment management, and balance sheet and oversaw the 3% Green Convertible Bond raise as well as banking relations in light of bank instability in 2023; and •maintained oversight of, among other things, key financial reporting and disclosure matters, ethical and legal compliance, cybersecurity, and Sarbanes-Oxley internal control requirements. Principal Oversight Responsibilities: •appointment, compensation, independence, performance, and scope of work of the independent auditor; •annual audited and quarterly financial statements; •whistleblower policies and procedures; •risk assessment, management, and reporting; •internal controls, disclosure controls, and internal audit functions; •material financial and other risk exposures; •compliance with significant applicable legal and regulatory requirements and our Global Code of Business Conduct and Ethics; •financing transactions for the Company’s project development and product sales; and •related-party transactions. Composition: The Board has determined that each Audit Committee member: •meets the definition of “independent director” for purposes of serving on an audit committee under SEC and NYSE rules; and •is financially literate as required by NYSE listing standards. In addition, the Board has determined that each of Ms. Bush, Ms. Warner, and Mr. Zervigon is an audit committee financial expert. | | | | | | | | | 38 | Bloomenergy | 2024 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | | | | | | Compensation and Organizational Development Committee | | | | | | In 2023, the Compensation Committee realigned our executive compensation strategy in response to investor feedback, emphasizing long-term, performance-based equity awards. We were pleased to see our say on pay vote results increase to 94% as a result of these changes.” Jeffrey Immelt Chair | | 2023 Meetings: 4 | | Members: | | | John T. Chambers | | | | | | | | | | | |
Key 2023 Highlights: •oversaw talent development, succession planning, and organizational design, in addition to maintaining its responsibilities related to executive compensation and compliance; •drove the realignment of the 2023 executive compensation strategy, balancing investor feedback with the retention and engagement of senior leadership; •reviewed the Company’s equity budget; •discussed the SEC’s new clawback rules and Bloom’s policies; •reviewed the diversity of the Company’s workforce and employee turnover; and •reviewed non-employee director compensation. Principal Oversight Responsibilities: •overall compensation strategy and philosophy; •CEO performance and evaluation; •CEO and executive officer compensation; •equity incentive plans; •compensation-related risk exposures; •employee incentive compensation and equity plans; •succession planning for the CEO, executive officers, and senior management; •non-employee director compensation; •general policies relating to employees’ compensation and benefits; •human capital management, including our culture, talent recruitment, development and retention, employee engagement, and diversity and inclusion; and •appointment and compensation of third party compensation consultant. Composition: The Board has determined that each Compensation Committee member is: •independent under NYSE rules; and •a non-employee director for purposes of SEC rules. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 39 |
| | | | | | | | | | | | | | | | | | | | | | | | | Nominating, Governance and Public Policy Committee | | | | | | The Nominating Committee spent significant time on Board skills and composition, has informed future Board refreshment.and we were pleased to add Cynthia (CJ) Warner as a director. The Nominating Committee also discussed policy and regulatory matters impacting the energy transition.” Eddy Zervigon Chair | | 2023 Meetings: 4 | | Members: | | | Michael J. Boskin | Cynthia (CJ) Warner | | | | | | | | | | |
Key 2023 Highlights: •continued to dedicate time and attention to Board composition and refreshment, including recommending new Board member CJ Warner; •reviewed new SEC rules related to Rule 10b5-1 plan reporting, clawbacks, cybersecurity, and beneficial ownership reporting; •approved a non-discretionary clawback policy and amended the Company’s existing discretionary clawback policy; •received updates on investor outreach and feedback related to our governance structure and sustainability matters; •oversaw the annual Board and committee evaluation process; •reviewed the Company’s sustainability program and reporting; •reviewed and recommended changes to our corporate governance and organizational documents; and •oversaw developments regarding public policy matters; specifically including the Inflation Reduction Act, Investment Tax Credit for fuel cells, and other regulatory and policy matters pertaining to energy and the adoption and installation of our products. Principal Oversight Responsibilities: •size, structure, and composition of the Board and its committees; •director recruitment and vetting; •Board, committee, and director performance evaluations; •corporate governance guidelines, practices, reporting, and market and regulatory developments; •stockholder engagement program; •stockholder proposals; •stock ownership guidelines; •sustainability matters, social and political trends, and legislative proposals and non-financial regulatory developments; •external reporting on governance and sustainability matters, including climate-related risks and opportunities; •significant domestic and international legislation, regulation and trade, and energy and environmental policy; and •political, charitable, and lobbying activities. Composition: All members of the Nominating Committee are independent under NYSE rules. | | | | | | | | | 40 | Bloomenergy | 2024 Proxy Statement |
Board’s Role and Responsibilities Strategy OurApproachtoStrategyOversight.The Board has oversight responsibility for management’s establishment and execution of corporate strategy. The Board is deeply engaged and involved in overseeing our long-term strategy, including our product development, market opportunities and related policy and regulation, our manufacturing capacity and footprint, and how we adapt our business model to enable scale and focus. The Board regularly discusses and engages with management on a number of topics throughout the year, including: •strategic and operational priorities; •long-term planning and the competitive environment; •sustainability, environmental, and climate change issues (which are a core part of our business); •regulatory and policy trends and other changes occurring in the energy industry; and •capital allocation plans, performance against budget, financial risk, and actions needed to align with strategic priorities. Risk Oversight How We Oversee Risk. The Board’s oversight of risk is an integral component of the Board’s oversight and engagement on strategic matters. To fulfill this responsibility, the Board receives regular reports from our management team, including senior personnel who lead a variety of functions across the business, as well as input from external advisors and experts, as appropriate. These reports provide timely visibility to the Board and its committees about the identification and assessment of key risks, our risk mitigation strategies, and ongoing developments. The Company also has ERM procedures in place to identify and mitigate significant risks and prepare for future risks. In 2023, the full Board engaged with management and compliance leaders on the Company’s ERM procedures to identify and mitigate the most significant risks. How We Allocate Risk Oversight Responsibilities.The Board is responsible for overseeing our risk management. The Board exercises this oversight responsibility directly and through its committees. Any risk area that is not allocated to a committee, whether through its charter or a delegation, remains with the Board. Each of our committees provides reports to the full Board on its oversight activities and elevates review of risk issues to the Board as appropriate. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 41 |
| | | | | | | | | | | | | Board of Directors | | | | | Has the primary responsibility for evaluating strategic and operational risk management | | | | | | | | | | Audit Committee Oversees risks arising from: •Major financial and legal risk exposures •Financial statements, internal controls, and reporting •Compliance, regulatory, and litigation •IT, cybersecurity, data privacy, and data security •Credit, liquidity, and capital allocation •Ethics, related parties, and conflicts of interest | Compensation and Organizational Development Committee Oversees risks arising from: •Compensation and benefits •Succession planning •Human capital management, including diversity and inclusion •Recruiting and retention | Nominating, Governance, and Public Policy Committee Oversees risks arising from: •Corporate governance practices •Sustainability •Public policy and regulatory/legislative matters (non-financial) •Social responsibility •Stockholder activism | | | | | | | | Management The Board and its committees oversee our management in its efforts to effectively mitigate and manage risk. Members of our executive and senior management team are responsible for implementing our day-to-day risk management processes. This includes identifying risks and risk controls related to significant business activities, developing programs and recommendations to determine the sufficiency of risk identification, and managing the risk appropriately. We have established robust standards of business conduct that apply to our employees and partners worldwide. We provide methods for employees to report risk concerns directly to management or through anonymous channels where permitted. Our Chief Compliance Officer oversees these activities and our overall compliance program and reports periodically to the Audit Committee. | |
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Enterprise Risk Management Program Bloom's Board of ContentsDirectors has primary responsibility for risk management, with the Audit Committee having responsibility for the ERM framework and risk assessment process. The Audit Committee supervises the policies and processes established by the ERM Committee to assess, monitor, manage, and control the company’s material financial and other risk exposures, including operational, regulatory, and strategic risks. The ERM Committee has been established by the Audit Committee of the Board of Directors to assist in overseeing the company's ERM program. The Committee is composed of members of Bloom's executive management and senior leadership team. The ERM Committee plays a crucial role in setting the tone and developing a culture of risk management, promoting open discussions regarding risk, and integrating risk management into the company's goals. Bloom regularly reviews and assesses new and emerging risks, including analyzing their potential impact and evaluating mitigation approaches. Both internal and external factors are considered, including industry trends and changes in the business environment. The Audit Committee currently focuses on the top 10 residual risks and receives quarterly updates from risk owners who are responsible for developing and managing action plans to mitigate these risks. Bloom seeks to regularly improve our program and processes to identify, assess, and respond to risks and opportunities across the organization. Sustainability Management and Oversight The Board approves our strategy, including governance and sustainability components, and provides guidance on matters relevant to our business. While the Nominating Committee has primary oversight of our governance and sustainability matters and makes recommendations to the Board on these matters, the other Board committees also play a role. The Audit Committee oversees our risk management policies and procedures, including those intended to mitigate material sustainability risks. The Compensation Committee is responsible for executive compensation and any pay metrics tied to sustainability performance, as well as overseeing issues related to human capital management and diversity and inclusion initiatives and objectives. At the management level, a committee made up of senior executives across the business assesses our sustainability programs, goals, and metrics, and our ability to identify, assess, monitor, and manage these risks. The committee drives mandates internally, including work performed by a cross-functional working group consisting of department leaders. The working group provides updates to the committee on a regular cadence. For more information on our sustainability governance, please see the “ESG Management and Oversight” section of our forthcoming 2023 Sustainability Report which will be available at bloomenergy.com/sustainability. Cybersecurity Governance Protecting the security of our systems and networks is a top priority for Bloom. Our Board is committed to effectively managing cybersecurity and information technology risks and has delegated primary oversight of these risks to the Audit Committee. The Board also receives periodic reports from both the Audit Committee and management. The Audit Committee receives regular reports from management on our cybersecurity risks, including presentations from our Chief Information Officer, internal security staff, and external experts. This includes updates to the Audit Committee, as appropriate, regarding any significant cybersecurity incidents, or multiple incidents that could be significant in the aggregate. Our cybersecurity program includes an incident response and disaster recovery plan; risk assessments; security controls; identity and access management; cybersecurity awareness training; and a third party risk management program for service providers, suppliers, and vendors. The program includes an examination of their security postures and an assessment of their data and system protection controls. We also utilize threat intelligence and other security tools. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 43 |
Stockholder Engagement | | | | | | | | | | | | | | | | | Our Engagements | •Throughout 2023 we participated in 9 conferences, meeting with over 75 firms. •In addition, outside of investor conferences, we met by phone or video conference with approximately 200 stockholders. •We conducted an Investor Conference, meeting with approximately 60 stockholders. During the 3-hour event, we showcased our products and our market expectations. Our senior management and Board were also able to interact directly with stockholders. •We led tours of our manufacturing facility in Fremont and Delaware for groups of stockholders, followed by Q&A with senior management. •We actively engaged in stockholder outreach on the stewardship side, reaching out to stockholders representing approximately 54% of our shares to discuss our governance, compensation, social, and environmental practices. | | | | | | | | What We Discussed | •Our CEO, CFO, CLO, and other members of our executive and senior management team participated in one-on-one and group discussions, sharing their views on the health of the Company, and our strategic positioning, operational priorities, governance structure, sustainability initiatives, and executive compensation. | | | | | | | | How We Responded | •We held regular quarterly earnings conference calls open to all investors, which included question and answer sessions. These calls were announced to the public in advance, and we provided an opportunity for investors to participate via audio or webcast. A recording of each earnings call webcast and Q&A is made available following the call. •We periodically published and distributed additional materials for our investors, leveraging our social media publications. •In addition, we published press releases regarding our accomplishments, technical milestones, and key technology achievements. | | | |
| | | | | | | | | 44 | Bloomenergy | 2024 Proxy Statement |
Board Processes and Policies We provide anhave a comprehensive orientation process for new directors that includes providing background material,materials, arranging meetings with senior management, and taking them on visits to our facilities. The purpose of the orientation is designed to assisthelp new directors in developinggain knowledge related toabout Bloom Energy and the energy industry in order to allow them to optimizeincrease their serviceeffectiveness on the Board. This orientation process may include presentations by senior management to familiarize new directors with our strategic plans, our technology,plans; technology; products and manufacturing,manufacturing; supply chain and install operations, ourinstallation operations; significant accounting, financial, and risk management issues, ourissues; compliance programprogram; and ourGlobal Code of Conduct.Business Conduct and Ethics. The Board encourages all directors to stay abreast of developingupdated with the latest trends for directors from theand developments related to their role by providing them access to a variety of sources available.materials. The Nominating Committee has established a policy regarding reimbursement of directors for reasonable costs associated with the directors’their participation in continuing education programs related to their service as directors. Director education is also integrated into the Board and committee meeting calendars. Members of management and subject matter experts participate in director education sessions, which provide an opportunity for our directors to stay current with respect to our business, emerging corporate governance topics, or other issues pertaining to their service on the Board. Overboarding Limits The Board’s Corporate Governance Guidelines limit directors to serving on no more than five (5) public company boards of directors, including Bloom. For directors who serve as the chief executive officer of a public company, the limit is three (3) public company boards of directors. The Nominating Committee will advise the Board as to whether an Audit Committee member will be permitted to serve on the audit committees of more than two (2) other public company audit committees in addition to Bloom. To align the interests of our directors and stockholders, our non-employee directors are requiredsubject to own our shares equal in value to at least four times the annual retainer. Each director must retain 100% of all net settled shares received from the vesting, delivery or exercise of equity awards granted under our equity award plans or programs.a Stock deferred under the Deferred Compensation Plan (as described below) for non-employee directors also counts toward the minimum ownership requirement. Each of our directors complied with our stock ownership policy as of the end of 2021. Ownership Policy which: | | | | | | | | | | | | | | | | | | | | | Requires they own our shares equal in value to at least 4x the annual cash retainer | | 100% Director Compliance in 2023 | | | | | | | | | | | Requires they retain 100% of all net settled shares received from the vesting, delivery or exercise of equity awards granted under our equity award plans or programs until the requirement is met | | | | | | | | | | | | Counts stock deferred under the Deferred Compensation Plan (as described below) for non-employee directors toward the minimum ownership requirement | | | | | | | |
| | | | | | | | Bloomenergy | 2024 Proxy Statement | 45 |
Business Conduct and Ethics At Bloom, we are committed to operating with the highest level of integrity and ethics. To promote these behaviors, we have adopted a Global Code of Business Conduct and Ethics (“Code of Conduct”). The Audit Committee, on behalf of the Board, oversees compliance with the Code of Conduct, including the consideration of actual and potential conflicts of interest, the review and approval of related-party transactions, and the review and approval of procedures for handling complaints regarding accounting or auditing matters. The Code of Conduct applies to Bloom Energy Corporation and its subsidiaries and their employees, corporate officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), and directors. We also expect all contractors, consultants, and other members of the extended workforce who work for us to follow the Code of Conduct. The Code of Conduct summarizes important compliance policies and helps put Bloom’s ethical principles into practice. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waivers of, certain provisions of our Code of Conduct by posting such information on our website at investor.bloomenergy.com within four business days of any such amendment or waiver. Materials Available on Our Website The Board has adopted Corporate Governance Guidelines that provide the framework for our corporate governance, along with the Restated Certificate of Incorporation, the Bylaws, charters for each Board committee, the Code of Conduct, and other key governance practices and policies. Our Corporate Governance Guidelines cover a wide range of subjects, including the conduct of Board meetings, independence and selection of directors, Board membership criteria, and Board committee composition. These governance documents are available in the Investor Relations section of our website at https://investor.bloomenergy.com by clicking on the “Corporate Governance/Governance Documents” link. Stockholder Communications with Our Board of Directors Stockholders and other interested parties may communicate with the Board, the lead independent director, the independent directors as a group, or individual directors by sending a communication to: Bloom Energy Corporation
Office of the Corporate Secretary
4353 North First Street, 4th Floor
San Jose, California 95134 Each communication should specify the intended recipient(s). The Office of the Corporate Secretary will initially process the communications and forward appropriate material to applicable members of the Board. 42 | |
The purpose of this screening is to help the Board avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and offensive communications).Table of Contents
CORPORATE GOVERNANCE
Related-Party Transactions Our Written Policy.The Board has adopted a written related-party transactions policy which, along with the charter of the Audit Committee, requires that any transaction with a related party that must be reportedhas been determined by the Compliance Officer to require approval under the applicable SEC rulespolicy must be reviewed and approved or, where advance approval is not reasonably feasible, ratified, by the Audit Committee, unless the related party is, or is associated with, a member of the Audit Committee, in which event the transaction must be reviewed and approved by the Nominating Committee. When the Policy Applies.Our related-party transactions policy applies to transactions, arrangements, or relationships, or any series of similar transactions, arrangements, or relationships, in which we are or will be a participant in which the amount involved exceeds $120,000, and in which a related party has or will have a direct or indirect material interest. A related party would include:includes: (i) any person who is, or at any time since the beginning of our directors, nominees forlast fiscal year, was, a director or executive officers,officer (as defined by the rules and regulations of the SEC) or a nominee to become a director, (ii) any security holder known by us to be the beneficial owner of more than 5% of any class of voting securities, and (iii) any immediate family member of a director, nominee for director or executive officer, and (iii) any person, and his or her immediate family members, or entity that is known by us to be a beneficial owner of 5% or more of any of our outstanding equity securities at the time the transaction occurred or existed.The Audit Committee has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:
foregoing. | ● | | | | | | | | 46 | any transaction with another company for which a related person’s only relationship is as an employee (but not an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the amount involved does not exceed the greater of $120,000 or 2% of that company’s consolidated gross revenues;Bloomenergy | 2024 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | any charitable contribution, grant or endowment by Bloom Energy to a charitable organization, foundation, or university for which a related person’s only relationship is as an employee (but not an executive officer) or a director, if the amount involved does not exceed the lesser of $120,000 or 2% of the consolidated gross revenues of such charitable organization, foundation or university, or any non-discretionary matching contribution, grant or endowment made by a matching gift program; | | | ● | compensation to executive officers determined by the Compensation Committee; | | | ● | compensation to directors determined by the Board; | | | ● | transactions in which all security holders receive proportional benefits; | | ● | any transaction (i) where the rates or charges involved are determined by competitive bids; (ii) involving the rendering of services as a common or contract carrier or public utility, at rates or charges fixed in conformity with law or governmental authority; or (iii) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services; | | | ● | ordinary course business travel and expenses, advances and reimbursements; and | | | ● | indemnification payments and other payments made pursuant to (i) directors and officers insurance policies, (ii) Bloom Energy’s Certificate of Incorporation or Bylaws, and/or (iii) any policy, agreement or instrument approved by the Board. |
Bloom personnel in
How We Apply the Legal and Finance departments review transactions involving related persons that are not included in one of the preceding categories. If they determine that a related person could have a significant interest in such a transaction, the transaction is forwarded to the Audit Committee for review.Policy. In determining whether to approve or reject a related-party transaction, the Audit Committee considers the relevant and available facts, including the impact on a director’s independence if the related party is a director, immediate family member of a director, or an entity with which a director is affiliated, the terms of the transaction, and any other relevant information and considerations.factors. The Audit Committee will approve only those transactions with related parties that, in light of known facts and circumstances, are in or are not inconsistent with the best interestinterests of Bloom Energy and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion. The Audit Committee may impose such conditions as it deems appropriate on Bloom Energy or the related party in connection with the approvalproposed transaction. Pre-Approved Transactions. The Audit Committee has reviewed the transactions, arrangements, and relationships described below and has determined that for the purposes of the proposed transaction.Inpolicy, in the absence of facts or circumstances indicating special or unusual benefits to the related party, the following transactions, arrangements, or relationships shall be deemed pre-approved:
•any employment by Bloom Energy of an executive officer if (i) the related compensation is required to be reported in the proxy statement under the SEC’s compensation disclosure requirements (generally applicable to “named executive officers”) under Item 402 of Regulation S-K or (ii) the executive officer is not an immediate family member of another executive officer or director, the related compensation would be reported in the proxy statement under Item 402 of Regulation S-K if the executive officer were a “named executive officer,” and the Compensation Committee approved (or recommended that the Board approve) such compensation; •any transaction where the related party’s interest arises solely from the ownership of Bloom Energy’s capital stock and all holders of capital stock received the same benefit on a pro rata basis (e.g., dividends); •any transaction with a related party (i) where the rates or charges involved are determined by competitive bids; (ii) involving the rendering of services as a common or contract carrier or public utility, at rates or charges fixed in conformity with law or governmental authority; or (iii) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; •any charitable contribution, grant, or endowment by Bloom Energy to a charitable organization, foundation, or university at which a related party’s only relationship is as an employee (but not an executive officer); and any charitable contribution, grant, or endowment by Bloom Energy to a charitable organization, foundation, or university at which a related party is a trustee, director, or executive officer, if the aggregate amount involved in a fiscal year of Bloom Energy does not exceed the lesser of $120,000 or 2% of the consolidated gross revenues of such charitable organization, foundation, or university; or any non-discretionary matching contribution, grant, or endowment made pursuant to a matching gift program; •any transaction with another company at which a related party’s only relationship is as (i) an employee (other than an executive officer) or director, (ii) a beneficial owner of less than 10%, together with his or her immediate family members, of that company’s outstanding equity, or (iii) in the case of partnerships, a limited partner, if the limited partner, together with his or her immediate family members, has an interest of less than 10% and the limited partner does not hold another position in the partnership, if the aggregate amount involved does not exceed the lesser of $120,000 or 2% of the other company’s consolidated gross revenues; •ordinary course business travel and expenses, advances, and reimbursements; •indemnification payments and other payments made pursuant to (i) directors and officers insurance policies, (ii) Bloom Energy’s Restated Certificate of Incorporation or Bylaws, and/or (iii) any policy, agreement, or instrument approved by the Board; and •any transaction with a related party (whether or not covered above) where the aggregate amounts involved (including any periodic payments or installments due on or after the beginning of Bloom Energy’s last completed fiscal year and, in the case of indebtedness, the largest amount expected to be outstanding and the amount of annual interest thereon) do not exceed $120,000, provided, that such transaction is entered into in the ordinary course of Bloom Energy’s business on terms comparable to those that Bloom Energy has entered into with parties who are not related parties. The Compliance Officer reviews transactions involving related parties that are not included in one of the preceding categories. The Compliance Officer determines what approvals are required under the policy and whether the transaction is forwarded to the Audit Committee for review. 2023 Related-Party Transactions.SK ecoplant Co., Ltd. (“SK ecoplant”) is a strategic power generation and distribution partner for Bloom based in the Republic of Korea. As part of an expansion of our existing relationship, in October 2021 we entered into a transactionSecurities Purchase Agreement (the “SPA”) with SK ecoplant that allowed SK ecoplant to purchase shares of our Class A common stock. In September 2023, SK ecoplant acquired an additional 13,491,701 shares of our Class A common stock after converting preferred stock purchased for $311 million. SK ecoplant previously acquired 10,000,000 shares of Class A common stock in November 2022. SK ecoplant’s total | | | | | | | | Bloomenergy | 2024 Proxy Statement | 47 |
holdings of 23,491,701 shares represented 10.5% of Class A common stock outstanding as of December 31, 2023. The SPA was reviewed and approved by the Board in 2021. In addition to the SPA, we have entered into a number of commercial agreements with SK ecoplant that were reviewed and approved by the Board prior to SK ecoplant’s most recent share purchase. These agreements include a preferred distributor agreement, supply agreement, commercial collaboration agreement, and a joint venture agreement. The Audit Committee pre-approved related- party transactions with SK ecoplant under the distribution and supply agreements that meet certain economic thresholds. The Audit Committee also delegated authority to the Audit Committee Chair, Mary Bush, to approve other related-party transactions with SK ecoplant in whichbetween scheduled committee meetings. For more information, see “Note 17: SK ecoplant purchased 10 million redeemable convertible preferred stock at a purchase price of $25.50 per share for an aggregate purchase price of $255 million. In addition, weStrategic Investment” in our annual report on Form 10-K filed with the Securities and SK ecoplant executed an amendment to the Joint Venture Agreement, an amendment and restatement to our Preferred Distribution Agreement and a new Commercial Cooperation Agreement regarding initiatives pertaining to the hydrogen market and general market expansion for the Bloom Energy Server and Bloom Energy Electrolyzer. These agreements were approved by the Board. These transactions did not constitute a related-party transaction that required approval by the Audit Committee. In light of the close relationship between the parties and SK ecoplant’s ownership of 10 million shares of redeemable convertible preferred stock, the Audit Committee will review future agreements between the parties.
Exchange Commission on February 15, 2024. Table of Contents
CORPORATE GOVERNANCE
Non-Employee Director Compensation Program Our directors play a critical role in guiding our strategic direction and overseeing the management of Bloom, which requires considerable time commitments and responsibilities. The Board believes it is in our best interest and in the best interests of the Company and our stockholders to maintain a compensation program for directors who are not employees of Bloom or directors of Bloom designated to serve on the Board by investors pursuant to contractual rights (our “Qualifying Directors”). All of our directors, other than our CEOChairman and Chairman,CEO, are Qualifying Directors. Role of Our Compensation Consultant The Compensation Committee has retained the services of Compensia, Inc. (“Compensia”), an independent compensation consultant, to assist the Compensation Committee in evaluating and refining our Board compensation program. Compensia reports directly to the Compensation Committee and interacts with management at the Committee’s direction. Compensia provided advice regarding, among other things, peer group composition, a competitive market analysis, and equity strategy. Compensia also provides advice on our executive compensation program.program and philosophy, pay positioning relative to peer companies, equity usage and allocation, and risk assessment. The Compensation Committee has assessed the independence of Compensia pursuant to SEC and NYSE rules, and we havehas concluded that Compensia is independent and that the work performed by Compensia for the Compensation Committee diddoes not raise any conflicts of interest. | | | | | | | | | 48 | Bloomenergy | 2024 Proxy Statement |
The following is a summary of the cash compensation that we provide to our Qualifying Directors on an annual basis.annually. Such cash compensation is paid in quarterly installments. In addition, all of our directors are reimbursed for reasonable expenses incurred in attending Board and committee meetings, including reasonable expenses for travel, meals, and lodging. | | | | | | | General Board Service | | | | | | Board service | $70,000 | | $ 70,000 | | | Lead independent director | 25,000 | | 25,000 | | | Committee Service | | | | | | Audit Committee | | | | | | Chair* | 30,000 | | 30,000 | | | Member | 15,000 | | 15,000 | | | Compensation and Organizational Development Committee | | | | | | Chair | 20,000 | | 20,000 | | | Member | 10,000 | | 10,000 | | | Nominating, Governance and Public Policy Committee | | | | | | Chair | 15,000 | | 15,000 | | | Member | 5,000 | | 5,000 | | | | | | | |
| * | * Ms. Bush receives $40,000 for her service as the Chair of the Audit Committee. This amount was established before we adopted our non-employee director compensation policy, and the Board determined that her compensation as Audit Committee Chair should remain at the previously established amount for as long as she serves in that capacity or until the Board determines otherwise. | | | | | | | | | |
In May 2021, following a review of the market data and upon the recommendation of Compensia, our compensation consultant, the Nominating and Governance Committee and Compensation Committee recommended, and the Board approved increases todetermined that her compensation as Audit Committee Chair should remain at the previously established amount for as long as she serves in that capacity or until the Board retainer from $60,000 to $70,000 and the retainer for the Lead Independent Director from $20,000 to $25,000, effective beginning in the third quarter of 2021.
determines otherwise. Equity Compensation In May 2021, following a review of market data and on the recommendation of Compensia, the Nominating and Governance Committee and Compensation Committee recommended and the Board approved, a change to the equity compensation program for its
Our Qualifying Directors determining that our Qualifying Directors would receive an annual grant of RSUs with a fair market value of $200,000 as of the date of grant (the “Annual Award”) , which was an increase from $170,000.. The Annual Award vests on the date of the next annual meeting of stockholders. Qualifying Directors who are appointed to the Board after the date of an annual meeting of stockholders are entitled to receive a pro-rated grant of RSUs based on their start date as a director. In addition, the Compensation Committee recommended an additional annual grant to Mr. Immelt so long as he serves as our Lead Independent Director such that he will receivereceives an additional annual grant of RSUs with a fair market value of $25,000 as of the date of grant. The changes to the equity awards forgrant so long as he serves as our Qualifying Directors took effect after the 2021 Annual Meeting.44 | |
Lead Independent Director. Table of Contents
CORPORATE GOVERNANCE
On May 12, 2021,17, 2023, each Qualifying Director who had been serving on the Board as of May 12, 2021,17, 2023, the date of the 20212023 Annual Meeting of Stockholders (the “2021“2023 Annual Meeting”), and who continued to serve on the Board following the 20212023 Annual Meeting was granted 10,35714,503 RSUs, which will vest as to 100% of the shares on the date of the 20222024 Annual Meeting, subject to the Qualifying Director’s continued service on the Board as of that date. Mr. Immelt received an additional grant of 1,2941,813 RSUs for his service as Lead Independent Director. Upon the passing of General Powell, In June 2023 upon joining the Board, approved the accelerationMs. Warner received a pro-rated grant of his unvested10,635 RSUs and extension to the time for which his estate may exercise his outstanding and unexercised stock options, which are all fully vested.
with a fair market value of $182,500. Non-Employee Director Deferred Compensation Plan In November 2019, the
The Board adopted a deferred compensation plan (the “Deferred Compensation Plan”), which allows our non-employee directors to defer all or a portion of their Board compensation, including cash retainer fees and RSU grants, for distribution at a later date. All deferred compensation is paid in deferred RSUs that settle on the terms and conditions elected by the non-employee director. In January 2021, we amended the Deferred Compensation Plan so that it is available to certain executives, including the named executive officers. For additional information on the Deferred Compensation Plan as it applies to our named executive officers, please see “Additional Information—Deferred Compensation Plan” in the Compensation Discussion Ms. Bush and Analysis below.Mr. Zervigon each elected to defer the vestingsettlement of histheir RSU awards granted in 20212023 that are expected to vest on the date of the 20222024 Annual Meeting, such that the awarddeferred stock units attributable to such awards will vestbe paid following their termination of services on the January 1st after his service on the Board terminates for any reason other than death. Board. Mr. SandellChambers elected to defer the vestingsettlement of his RSU award granted in 20212023 that is expected to vest on the date of the 20222024 Annual Meeting, such that the deferred stock units attributable to such | | | | | | | | Bloomenergy | 2024 Proxy Statement | 49 |
award will be paid on January 1, 2026. Mr. Immelt and Ms. Warner elected to defer the settlement of both their annual retainer fees for 2023 and their RSU awards granted in 2023 that are expected to vest on the January 1st after date of the year in which2024 Annual Meeting, such that the award is scheduleddeferred stock units attributable to vest. Mr. Sandell also elected to defer his cash compensation as described inboth will be paid following termination of their services on the table below.2021Board.
2023 Director Compensation The following table provides information for all compensation awarded to, or earned by, our Qualifying Directors for the year ended December 31, 2021.2023. Mr. Sridhar is not a Qualifying Director and does not receive compensation for his service as a director. Please see the 20212023 Summary Compensation Table for information regarding Mr. Sridhar’s 20212023 compensation as our CEO.| | | | | | | | | | | | | | Name | | Fees Earned or
Paid in Cash
($) | | Stock Awards
($)(1) | | All Other
Compensation
($) | | Total
($) | | | | Michael Boskin | | 85,000 | | 199,994 | | — | | 284,994 | | | | Mary K. Bush | | 105,000 | | 199,994 | | — | | 304,994 | | | | John T. Chambers | | 75,000 | | 199,994 | | — | | 274,994 | | | | L. John Doerr(2) | | 25,769 | | — | | — | | 25,769 | | | | Jeffrey Immelt | | 99,341 | | 224,981 | | — | | 324,322 | | | | Colin L. Powell(3)(4) | | 62,908 | | 199,994 | | 95,071 | | 357,973 | | | | Scott Sandell(5) | | 90,000 | | 199,994 | | — | | 289,994 | | | | Eddy Zervigon | | 95,000 | | 199,994 | | — | | 294,994 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Name | Fees Earned or
Paid in Cash
($) | Stock Awards ($)(1) | All Other
Compensation
($) | Total
($) | | Michael J. Boskin | 90,000 | | 200,000 | | — | | 290,000 | | Mary K. Bush(2) | 110,000 | | 200,000 | | — | | 310,000 | | John T. Chambers(3) | 80,000 | | 200,000 | | — | | 280,000 | | Jeffrey Immelt(4) | 115,000 | | 225,000 | | — | | 340,000 | | Cynthia (CJ) Warner(5) | 48,000 | | 182,500 | | — | | 230,500 | | Eddy Zervigon(6) | 100,000 | | 200,000 | | — | | 300,000 | |
(1)The amounts reported represent the aggregate grant date fair value of RSUs granted to each of our Qualifying Directors as computed in accordance with ASC 718. See Notes 2 and 9 of the notes to our consolidated financial statements contained in our Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. As of December 31, 2023, Qualifying Directors who served on the Board during 2023 had the following outstanding equity awards: Dr. Boskin, 14,503 RSUs; Ms. Bush 14,503 RSUs and 50,000 stock options; Mr. Chambers, 14,503 RSUs; Mr. Immelt, 16,316 RSUs; Ms. Warner, 10,635 RSUs; and Mr. Zervigon, 14,503 RSUs. (2)Ms. Bush elected to defer 100% of her equity compensation in order to receive a distribution of deferred stock units following her termination of services on the Board. (3)Mr. Chambers elected to defer 100% of his equity compensation in order to receive a distribution of deferred stock units on or about January 1, 2026. (4)Mr. Immelt elected to defer 100% of his cash and equity compensation in order to receive a distribution of deferred stock units following his termination of services on the Board. (5)Ms. Warner joined the Board in June 2023. Ms. Warner elected to defer 100% of her cash and equity compensation in order to receive a distribution of deferred stock units following her termination of services on the Board. (6)Mr. Zervigon elected to defer 100% of his equity compensation in order to receive a distribution of deferred stock units following his termination of services on the Board. | | | | | | | | | 50 | (1)Bloomenergy | 2024 Proxy Statement |
| The amounts reported represent the aggregate grant date fair value of RSUs granted to each of our qualifying directors as computed in accordance with ASC 718. See Notes 2 and 10 of the notes to our consolidated financial statements contained in our Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards.
As of December 31, 2021, non-employee directors who served on the Board during 2021 had the following outstanding equity awards:
Dr. Boskin, 10,357 RSUs; Ms. Bush, 10,357 RSUs and 50,000 stock options; Mr. Chambers, 10,357 RSUs; Mr. Immelt, 11,651 RSUs; Mr. Sandell, 10,357 RSUs; and Mr. Zervigon, 10,357 RSUs.
| | | | | | | | Senior Management Team | | | (2)Mr. Doerr resigned from the Board as of April 13, 2021 and did not stand for re-election at the 2021 Annual Meeting. | | | | | | | (3) | General Powell’s service on the Board terminated upon his passing on October 18, 2021. As of October 18, 2021, General Powell received $95,071 of compensation pursuant to a consulting agreement with Bloom Energy, which amount is reflected in the “All Other Compensation” column. General Powell also received $7,989 as an advisor to the Compensation Committee and $3,995 as an advisor to the Nominating Committee, which amounts are reflected in the “Fees Earned or Paid in Cash” column. | | | | | | | (4) | Upon the passing of General Powell, the Board approved an acceleration of his outstanding RSUs as of October 18, 2021, which was the annual grant he received in May 2021 that would have vested on the date of 2022 Annual Meeting. The modification of this RSU award resulted in an additional compensation expense of $136,757 and is not included in the table. In addition, the Board approved the modification of one unexercised stock option to extend the exercise period until October 18, 2023. The modification of this stock option award resulted in an additional compensation expense of $167,233 and is not included in the table. | | | | | | | (5) | Mr. Sandell elected to defer 100% of his cash compensation in 2021 in order to receive a distribution of deferred stock units on or about January 3, 2022. | | | | | | | | | |
Table of Contents
Information about Our Executive Officers
There are no arrangements or understandings between any executive officer and any other person pursuant to which he or she is or was to be selected as an officer. There are no family relationships between any of our executive officers or directors.
Information about our executive officers as of the Record Date is set forth below:
 | | | KR Sridhar
Founder, Chairman, and Chief Executive Officer
| Age: 61 | | |
Background
Please see page 26 of this Proxy Statement for Mr. Sridhar’s biography.
 | | | Gregory Cameron
Executive Vice President and Chief Financial Officer
| Age: 53 | | |
Background
Gregory Cameron has served as our Executive Vice President and Chief Financial Officer since April 2020. Prior to joining Bloom Energy, Mr. Cameron was an officer at General Electric, a diversified industrial company. Over his 26-year career there, Mr. Cameron had a strong history of driving change, fostering positive transitions and conquering challenges through sound fiscal and business direction.
Mr. Cameron served as President and Chief Executive Officer, Global Operations-GE Company from 2018 through 2019, and as President and Chief Executive Officer, Global Legacy Solutions-GE Capital from 2016 through 2018. Prior to 2016, he served in various senior roles with General Electric, including as Chief Financial Officer, Americas-GE Capital from 2009 through 2016. Mr. Cameron holds a bachelor’s degree in Economics from St. Lawrence University.
 | | | Swaminathan (Venkat) Venkataraman
Executive Vice President of Engineering and Chief Technology Officer
| Age: 61 | | |
Background
Venkat Venkataraman has served as our Executive Vice President of Engineering and Chief Technology Officer since December 2003. He has authored or co-authored several patents in the areas of solid oxide fuel cell technology, fuel processing and heat integration and control systems. He built global engineering, services, IT and installation teams to support the growth of the business. His recent focus is on decarbonization using carbon capture and low-cost electrolyzers for hydrogen production. Prior to joining Bloom Energy, Mr. Venkataraman was a Principal Technologist at Aspen Technology, Inc., a provider of supply chain management software and professional services, from 1987 to 2003, where he led the commercial development of high-end design, simulation and optimization software for the chemical and petrochemical industries. Mr. Venkataraman holds a bachelor’s degree in Chemical Engineering from the National Institute of Technology, Tiruchirappalli and a Ph.D. in Chemical Engineering from Clarkson University.
Mr. Venkataraman is retiring and his last day of service will be June 30, 2022.
46 | |
Table of Contents
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
 | | | Glen Griffiths
Executive Vice President, Operations and Services, Quality, Reliability and EH&S
| Age: 59 | | |
Background
Glen Griffiths joined Bloom Energy in December 2014 and currently serves as our Executive Vice President, Operations and Services, Quality, Reliability and EH&S. Previously, he was Hewlett Packard’s Chief Quality Officer, where he led HP’s Customer Experience and Quality Office. He developed and implemented a strategy that revitalized HP’s focus on customers and engaged HP employees to transform product and service quality across a $120 billion company. Prior to joining Bloom Energy, Mr. Griffiths was VP of Enterprise Business Quality and VP of HP Global Engineering responsible for providing centralized engineering and regulatory services to all HP business teams, managing 400+ engineers providing operations based in 37 countries. Mr. Griffiths’ professional experience centers on reliability, electrical, avionic and systems engineering. As a member of the UK Royal Air Force, Mr. Griffiths served 22 years as an engineering officer, working on Jaguar and Harrier aircraft. Glen was also responsible for setting UK Ministry of Defence reliability policy and also served as the UK Engineering Specialist Officer on the US Joint Strike Fighter F-35 Program and Systems and Software Officer on the UK Typhoon program. Mr. Griffiths holds a master’s degree in Business Administration from the Open University and a master’s degree in Reliability and Maintainability Engineering from Exeter University.
 | | | Shawn M. Soderberg
Executive Vice President, General Counsel and Secretary
| Age: 61 | | |
Background
Shawn M. Soderberg has served as our Executive Vice President, General Counsel and Secretary since January 2016. Prior to joining Bloom Energy, Ms. Soderberg was the Executive Vice President, General Counsel and Secretary of Bio-Rad Laboratories, a global medical technology provider for the life science and clinical diagnostics industries from 2013 to 2016. Prior to that, Ms. Soderberg was the Senior Vice President, General Counsel and Secretary of Aricent Group, a global design and software engineering services and product company, from 2006 to 2013; Managing Director and General Counsel of H&Q Asia Pacific, a private equity firm, from 2000 to 2006; Vice President, General Counsel and Secretary of Oak Technology, a semiconductor and embedded solutions provider for the optical storage and the digital home entertainment market, from 1996 to 2000; and General Counsel of Microtec Research, Inc., a software provider for embedded systems, from 1994 to 1996. Ms. Soderberg holds a bachelor’s degree in Accounting from the University of Santa Clara, a J.D. from Seattle University School of Law and an LL.M. in Taxation from New York University.
 | | | Guillermo “Billy” Brooks
Executive Vice President, Sales - Americas
| Age: 58 | | |
Background
Guillermo “Billy” Brooks has served as our Executive Vice President, Sales – Americas since June 2021. With nearly three decades of experience in the energy sector, Mr. Brooks has held a number of leadership roles at large commercial organizations with a focus on advancing commercial growth, implementing new market entry strategies and successfully positioning new products and solutions. Prior to joining Bloom Energy, Mr. Brooks served as Executive Director of Business Development at NextEra Energy, Inc., a provider of clean energy solutions and services, where he oversaw the development of utility scale solar generation assets from September 2017 to May 2021. Mr. Brooks has also held a variety of general management and leadership roles at General Electric in the United States and abroad from May 1988 to August 2017, including CEO of Latin America, Head of Global Sales, and Chief Commercial Officer. Mr. Brooks graduated cum laude with a bachelor’s degree in Mechanical Engineering from Texas A&M University.
Table of Contents
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Additional Key Executives
We have a diverse senior management team that bringswith a proven track recordsrecord of success in business, operating skilloperations, and excellence in leadership. As we continue to grow our business, we recognize that diverse leadership translates to a variety of experiences, viewpoints and, ultimately, more informed decisions. We believe the various skill sets, experiences, and experiencesattributes of our senior management team will be invaluablevaluable as we endeavor to scale our business and expand ourenter new markets, both in the United StatesU.S. and globally. There are no arrangements or understandings between any executive officer and any other person pursuant to which they are or were to be selected as an officer. There are no family relationships between any of our executive officers or directors. Information about our executive officers as of the Record Date is set forth below: | | | | | | | KR Sridhar Age: 63 Founder, Chairman, and Chief Executive Officer | | | | |
Please see page 27 of this Proxy Statement for Mr. Sridhar’s biography. | | | | | | | Gregory Cameron Age: 55 President and Chief Financial Officer | | | | | Background at Bloom Gregory Cameron has served as our President and Chief Financial Officer since February 2023 and he previously served as our Executive Vice President and Chief Financial Officer from April 2020 to February 2023. The Company has announced Mr. Cameron will be leaving Bloom following an orderly transition to the next CFO. | | | | | Professional Experience Prior to joining Bloom Energy, Mr. Cameron was an officer at General Electric, a diversified industrial company. Over his 26-year career there, Mr. Cameron had a strong history of driving change, fostering positive transitions, and conquering challenges through sound fiscal and business direction. Mr. Cameron served as President and Chief Executive Officer, Global Operations-GE Company from 2018 through 2019, and as President and Chief Executive Officer, Global Legacy Solutions-GE Capital from 2016 through 2018. Prior to 2016, he served in various senior roles with General Electric, including as Chief Financial Officer, Americas-GE Capital from 2009 through 2016. | | | | | Education Bachelor’s Degree in Economics, St. Lawrence University |
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| | | | | | | Shawn M. Soderberg Age: 63 Chief Legal Officer and Corporate Secretary | | | | | | | Background at Bloom Shawn M. Soderberg has served as our Chief Legal Officer and Corporate Secretary since January 2016. Ms. Soderberg leads Bloom’s legal, regulatory, and compliance activities. | | | | | Professional Experience Prior to joining Bloom Energy, Ms. Soderberg was the Executive Vice President, General Counsel, and Secretary of Bio-Rad Laboratories, a global medical technology provider for the life science and clinical diagnostics industries, from 2013 to 2016. Prior to that, Ms. Soderberg was the Senior Vice President, General Counsel, and Secretary of Aricent Group, a global design and software engineering services and product company, from 2006 to 2013; Managing Director and General Counsel of H&Q Asia Pacific, a private equity firm, from 2000 to 2006; Vice President, General Counsel, and Secretary of Oak Technology, a semiconductor and embedded solutions provider for the optical storage and the digital home entertainment market, from 1996 to 2000; and General Counsel of Microtec Research, Inc., a software provider for embedded systems, from 1994 to 1996. Law firm experience precedes Ms. Soderberg’s General Counsel in-house experience. | | | | | Education Master of Laws in Taxation, New York University Juris Doctor, Seattle University School of Law Bachelor’s Degree in Accounting, University of Santa Clara |
| | | | | | | Aman Joshi Age: 47 Chief Commercial Officer | | | | | | | Background at Bloom Aman Joshi has served as our Chief Commercial Officer since January 2024. | | | | | Professional Experience Prior to joining Bloom Energy, Mr. Joshi was General Manager of the Aeroderivative Gas Turbine units business at General Electric Company’s GE Vernova business unit (formerly known as GE Power), an energy technology company from 2018 to 2024. Between 2013 and 2018, Mr. Joshi served in business unit CFO roles within GE Vernova. During his 22 years with GE, Mr. Joshi has worked in multiple business segments, including Corporate, Aviation, Global Growth Organization, and GE Power in various leadership roles. Mr. Joshi is a seasoned power generation veteran and has extensive experience working with utilities, commercial and industrial companies, governments, regulators, and policy makers. | | | | Education The Institute of Chartered Accountants of India and The Institute of Company Secretaries of India |
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Additional Key Executives The following individuals, in addition to the executive officers discussed above, complete our senior management team: |  | | | | | | | | | | | | | | Age | | Carl Guardino
Executive | | |
| Satish Chitoori Chief Operations Officer since 2024, Senior Vice President – Global Supply Chain Management 2019-2024 | •Manages manufacturing, supply chain, the customer installation group, and facilities •20+ years managing supply chain, procurement, operations, and engineering processes at global companies, with multiple expatriate assignments in Southeast Asia •Expertise in strategic commodity management, sourcing strategy, supplier selection, and materials program management | 52 | | | | | | | | | | Carlton Cottuli Head of Development Engineering since April 2022, VP System Engineering 2019-2020, and Architect Mission Critical Systems 2012-2019 | •25+ years of experience managing global technical teams engaged in governmental, industrial, and enterprise opportunity engagement •Expertise in electrical and mechanical product and system design, and installation for service industries | 62 | | | | | | | | | | Ravi Prasher Chief Technology Officer since October 2022 | •Technologist, researcher, and professor with experience in industrial, technology start-up academic (active UC Berkeley Adjunct Professor), government sectors (DOE ARPA-E), and national lab (LBNL) •Expertise in managing research and development in a wide variety of areas, including fuel cells, hydrogen production, storage and transport, electrochemical and thermal storage, carbon capture, microgrids, and renewable energy | 50 | | | | | | | | | | James Roth Head of Government Affairs and Policy since May 2023 | Age: 60•Senior public affairs executive with extensive background in public policy, corporate affairs, communications, advocacy, negotiations, and brand management •Expertise in U.S. and international policy, energy and climate policies, foreign trade, communications, and community engagement | 55 | | | | | | | | | | |
Background
Carl Guardino has served as Executive Vice President, Government Affairs and Policy since August 2020. Prior to joining Bloom Energy, Mr. Guardino was the longtime President and CEO of the Silicon Valley Leadership Group, a prominent public policy trade association that represents more than 350 of Silicon Valley’s most respected companies, serving from January 1997 to August 2020. Mr. Guardino has championed public policy at the local, state and federal level for more than three decades. Mr. Guardino currently sits on the Board of Directors of SJW Group.
 Timothy Schweikert Head of International Sales since November 2021 | •Significant industrial engineering and mechanical engineering experience •Expertise in manufacturing, marine solutions, and international business development | 62 | | Sharelynn Moore
Executive | | |
| | | | | Deepak Shukla Head of Service and Systems Operations since February 2022, Vice President Service 2012 – 2022, and Chief Marketing OfficerSenior Director of Technology Support 2008-2012 | Age: 48•30+ years of experience leading process optimization, new process innovation at startups, and service business and strategy in the energy industry •Expertise in process and asset optimization, software, service excellence, customer relationship management, and business transformation | 66 | | |
Background
Sharelynn Moore has served as Executive Vice President and Chief Marketing Officer since August 2020. Ms. Moore was brought to Bloom Energy to lead our growth efforts. Her responsibilities include market strategy, new business development, product management and all marketing and communications. Prior to joining Bloom Energy, Ms. Moore served as Senior Vice President of Networked Solutions at Itron, a leader in the Industrial Internet of Things (“IIoT”), where she had responsibility for Itron’s largest business segment, as well as Itron’s IIoT technology and smart city strategy. During an 18-year career at Itron, Ms. Moore held leadership roles with increasing levels of responsibility across marketing, communications, public affairs and product management functions.
|  | | | | | |
| Sonja Wilkerson Executive Vice President and
Chief People Officer since January 2019 | Age: 61•30+ years of Human Resources leadership experience •Expertise in developing talent strategies to drive organizational effectiveness through the integration of people, technologies, processes, and cultures | 63 | | | | |
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Background
Sonja Wilkerson has served as Executive Vice President and Chief People Officer since January 2019. Ms. Wilkerson has more than 30 years of Human Resources leadership experience and most recently served as Senior Vice President of Human Resources at Infinera Corporation, an optical networking company, where she successfully developed talent strategies to drive organizational effectiveness through the integration of people, technologies, processes and cultures, serving from 2016 to 2019. Prior to joining Infinera, Ms. Wilkerson worked at HP as VP of Human Resources from 2014 to 2016. Ms. Wilkerson currently sits on the Board of Directors of Koppers Holdings Inc.
| 48 | | | | | | | | Executive Compensation | | |
Table of Contents
Executive Compensation
Compensation Discussion and Analysis This Compensation Discussion and Analysis describesprovides an overview of our executive compensation program for our named executive officers, including our executive compensationcompensation-related policies, and practices, how and why the Compensation Committee arrived at the compensation decisions for our named executive officers (“NEOs”) for 2023, including: •KR Sridhar, Founder, CEO, and Chairman; •Gregory Cameron, President and CFO; •Guillermo (Billy) Brooks, former Executive Vice President, Sales - Americas; •Glen Griffiths, former Executive Vice President, Quality, Reliability, and EH&S; •Sharelynn Moore, former Executive Vice President and Chief Business Development and Marketing Officer; and •Shawn M. Soderberg, Chief Legal Officer and Corporate Secretary Mr. Griffiths retired in May 2023, Ms. Moore resigned for another position in September 2023, and Mr. Brooks left the key factors thecompany in January 2024. Executive Summary The Compensation Committee considered in making those decisions.Our named executive officers for 2021 were:
● | KR Sridhar, Founder, CEO and Chairman | | | ● | Gregory Cameron, Executive Vice President and CFO | | | ● | Swaminathan Venkataraman, Executive Vice President of Engineering and Chief Technology Officer | | | ● | Glen Griffiths, Executive Vice President, Operations and Services, Quality, Reliability and EH&S | | | ● | Guillermo “Billy” Brooks, Executive Vice President, Americas - Sales |
Executive Summary
2021 Business Highlights
2021 was a year of notable success. We overcame an unpredictable landscape, marred by supply chain issues, market fluctuations and ongoing waves of COVID-19, to meetbelieves the moment and deliver against the needs of the energy industry. The financial strengthdesign of our companyexecutive compensation program helps us attract and retain executives with market-competitive compensation packages that provide for above-market rewards when Bloom outperforms and creates stockholder value, and
limited rewards when Bloom’s performance does not meet these objectives. Overall, our Compensation Committee has never been more secure, we continue to innovate and deliver new technologiesdeveloped an executive compensation program that it has confidence will drive a net-zero transition and we have made progress in growing our business internationally. We are well positioned to capitalize on our intellectual property, history of innovation, manufacturing prowess, andprovide the strength and flexibility of our solid oxide platformproper incentives to drive long-term, sustainable value for all ofthe Company’s performance and reward both our stakeholders, including our customers, partners, employees, stockholders and the communities we serve.We continue to make critically important decisions to deliver on our purpose, advance our mission and set a strategic pathway for a better energy future for the world, and the industry is recognizing us for our progress. In October 2021, we announced an expansion of our existing partnership with SK ecoplant. In addition, in December 2021, the Bloom Electrolyzer was named Emerging Technology of the Year at the 23rd annual S&P Global Platts Global Energy Awards.
For a more detailed description of Bloom and other financial and business highlights, please see the section above entitled “Who We Are”.
2021executives.
2023 Compensation Highlights Our 20212023 compensation plans and payouts for our named executive officersNEOs reflect our overarching philosophy of pay-for-performance.pay for performance. Highlights of our 2023 compensation program include:included: | ● | Emphasis on Performance-Based Incentives: | | | | | | | | | | | EMPHASIS ON PERFORMANCE-BASED INCENTIVES: A majority of the target compensation opportunity provided to our named executive officers isNEOs was performance-based, awarded in the form of annual cash incentives (“ACI”) and equity awards for which the realized value varies based on the achievement of certain operating and financial metrics.awards. | | | | | | ● | CEO Performance Award: The CEO Performance Award is designed to ensure Mr. Sridhar’s retention, recognize his contributions to Bloom Energy and incentivize outperformance of performance operating metrics and key financial goals, and is intended to replace his ongoing annual equity awards for a five-year time period. | | | ● | Challenging Performance Objectives: CHALLENGING PERFORMANCE OBJECTIVES: The Compensation Committee setsset rigorous goals for our annual bonusthe ACI plan that willwould be achieved only if we performperformed at a high level. Based on our performance in 2021,2023, our named executive officerseligible NEOs each earned a below target bonus of between 100% and 131.25%at 81% of their target bonuses for the year.year, demonstrating the link between pay and performance in our compensation design. | | | | | | ● | Performance-Based Approach to Long-Term Incentives: | | PERFORMANCE-BASED APPROACH TO LONG-TERM INCENTIVES: PSUs represent 40%represented 75% of the target value of the equity granted to our named executive officersPresident and CFO and 60% for the other NEOs (other than our CEO and Mr. Griffiths who were not granted equity in 2023). Each NEO other than our CEO.the CEO and Mr. Griffiths, who had announced his retirement, received two PSU grants: a long-term PSU (“LPSU”) that is earned over a three-year period and then cliff vests after those three years, and an annual PSU (“APSU”) that is earned over a one-year period and then cliff vests after that year. The remaining long-term incentive value was granted in the form of time-based vesting RSUs. BasedRSUs that vest ratably over three years. | | | | |
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2023 Business Highlights Bloom had a successful fiscal 2023, demonstrating our growth, resilient capabilities, and strength of strategy. •Revenue and Product & Service Revenue Growth. We delivered our highest ever sales at $1.3 billion, an increase of 11.2% over fiscal 2022. Product and service revenue increased 12.3% year over year to $1.2 billion, reflecting wider adoption of our products. •Backlog Growth. We ended fiscal 2023 with record product and service backlog of $12.0 billion, an increase of 21% from fiscal 2022, reflecting strong demand for our Energy Server. •Expanded our Relationship with SK ecoplant.In December 2023, we expanded our partnership with SK ecoplant through an incremental purchase commitment of 250 megawatts through 2027 and extended the timing of delivery of the remaining take-or-pay commitment under the original agreement and changed it to a minimum purchase commitment. •International Expansion. We expanded our fuel-flexible energy platform customer base and partners in Europe, Asia, and other international markets. •Production Capacity Consolidation. We consolidated our production facilities in California at our Fremont, California multi-gigawatt factory. •Successful Financing. In May 2023, we issued the 3% Green Convertible Senior Notes due June 2028 with an aggregate principal amount of $632.5 million, For a more detailed description of our financial and business highlights, please see the section above in this Proxy Statement entitled “Company Overview” and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for a more detailed discussion of our fiscal 2023 financial results. Stockholder Engagement and Consideration of 2023 Say-on-Pay Vote Bloom has regularly sought its stockholders’ perspectives over the years. In addition to arranging meetings to discuss stockholders’ perspectives, our CEO, CFO, and CLO regularly speak with our stockholders about the Company, our performance, and our strategy, and they communicate any feedback on our compensation plans to the Compensation Committee. The Compensation Committee has been mindful of those perspectives and our stockholders’ support for our pay-for-performance compensation philosophy and say-on-pay proposals. In 2023, the Company received 94% support for its say-on-pay proposal. We believe these results represent investor support of the recent changes to our overall compensation philosophy and decisions. Accordingly, the Compensation Committee did not make any changes to our executive compensation program for 2024 directly as a result of the 2023 say-on-pay vote. Nevertheless, the Compensation Committee regularly reviews the compensation program to ensure it remains competitive and aligned with our stockholders’ interests. We reached out for such discussions with our top 40 investors with stewardship teams, representing approximately 54% of our shares. During the course of these discussions, we solicited feedback on how we can continue to improve our future compensation programs, including the emphasis on performance-based compensation and aligning the interests of our executive officers with stockholders’ interests. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 55 |
2023 Chief Executive Officer Compensation During 2023, Mr. Sridhar’s compensation opportunity was comprised primarily of his base salary and annual non-equity incentive opportunity, which was eligible to be earned on the same terms as other employees. Mr. Sridhar did not receive a long-term equity incentive award in 2023 due to the 2021 CEO Performance Award, which was a multi-year program approved during 2021. The Compensation Committee granted the 2021 CEO Performance Award to Mr. Sridhar in May 2021 in the form of a time-based RSU award (20% of the Award) and two separate PSU awards (80% of the Award). The RSU award vests in five equal annual installments over a five-year period, while the PSU awards will be earned and vest based on the achievement of financial performance goals involving product and service revenue growth and non- GAAP gross margin, as well as the achievement of stock price goals, and is intended to replace his ongoing annual equity awards for a multi-year time period. The outperformance goals in the PSU award portion of the 2021 CEO Performance Award ties our CEO’s compensation for the next several years to achieving transformative milestones for the Company, both in terms of financial and stock price performance. During 2023, Mr. Sridhar earned 25.4% of the PSUs granted as a component of the 2021 CEO Performance Award that were eligible to be earned in 2023. A majority of the target number of shares of the 2021 CEO Performance Award remain unvested and eligible to be earned based on Company financial performance and share price over long-term performance periods. Emphasis on Performance-Based Compensation To align the interests of management and stockholders, our compensation program is designed to provide the majority of executive compensation in the form of at-risk, performance-based cash and equity incentives, including long-term vesting stock awards. This approach ensures that the compensation opportunity for our NEOs is aligned with the interests of our stockholders and focused on sustained stockholder value creation. The Board believes that the achievement of profitability is important for Bloom Energy and aligns at-risk cash and equity incentives with performance targets that will drive profitability. Performance-based compensation is at-risk, variable compensation in the forms of our ACI and performance-based equity, both of which are eligible to be earned based on our level of achievement of challenging financial goals. | | | | | | | | | 56 | Bloomenergy | 2024 Proxy Statement |
The following graphs show the percentages of target annual “at-risk” performance-based compensation versus target annual “fixed” compensation for our President/CFO and for our other non-CEO NEOs during 2023: | | | | | | | 2023 Pay Mix: President/CFO | 2023 Pay Mix: All Other non-CEO NEOs | | | | |
Note: Graphs are based on target annual compensation, not actual compensation. Our CEO is excluded given that he did not participate in our long-term incentive program in fiscal 2023. Numbers may not add properly due to rounding. Mr. Griffiths is not included in the graph as he announced his retirement in February 2023. Executive Compensation Best Practices We seek to ensure that we maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. In designing and overseeing our executive compensation program, we strive to employ best practices and regularly assess our policies and practices. We have the following executive compensation policies and practices in place, including both those that we have implemented to drive performance and those that either prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests: | | | | | | | | Bloomenergy | 2024 Proxy Statement | 57 |
| | | | | | | | | | | | | | | | | | | | | WHAT WE DO | | | WHAT WE DON'T DO | | | | | | | Compensation Committee Independence – Our Board of Directors maintains a Compensation Committee comprised solely of independent directors. Independent Compensation Committee Advisors – The Compensation Committee engages and retains its own independent advisors and reviews their independence annually. Annual Compensation Review– The Compensation Committee conducts an annual review of our results in 2021, our named executive officers earned 75%compensation philosophy and strategy, including a review of the target numbercompensation peer group and other information used for comparative purposes. Compensation-RelatedRiskAssessment – The Compensation Committee conducts an annual evaluation of shares granted in 2021.our compensation programs, policies, and practices, to ensure that they are designed to reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on the Company. Emphasize Performance-Based Incentive Compensation – The shares earned vest annually over three years. | | | ● | New Change in Control Severance Agreements: The CiC Agreements with certainCompensation Committee designs our executive compensation program to use performance-based short-term and long-term incentive compensation awards to align the interests of our executive officers including with the interests of our stockholders. A significant majority of total compensation is performance-based.Emphasize Long-Term Equity Compensation – The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our executive officers. These equity awards vest over multi-year periods and may be earned over a multi-year period, supporting long-term alignment of the interests of our executives and stockholders and promoting value creation goals and retention objectives. Limited Executive Perquisites– We provide limited perquisites or other personal benefits to our executive officers. Stock Ownership Policy – We maintain a stock ownership policy for our directors and executive officers which requires each of them to own a specified amount of our namedshares as a multiple of their base salary or annual board retainer. Compensation Recovery Policies– We have adopted policies that provide for the recoupment of cash and equity incentive compensation from our executive officers to encourage their continued attention, dedication and continuity with respect to their roles and responsibilities withoutresulting from fraud, intentional misconduct, or gross negligence, or in the distraction that may arise from the possibility or occurrenceevent of a restatement. Prohibition on Hedging and Pledging – Under our Insider Trading Policy, we prohibit our executive officers from hedging any Company securities owned by them and from pledging any Company securities owned by them as collateral for a loan. Succession Planning – Our Board of Directors reviews on an annual basis our succession strategies and plans for our most critical positions. | |  No Single Trigger Equity Acceleration Upon a Change of Control – Our executive officers’ Change of Control Agreements require a double trigger (termination following the change of control) to accelerate vesting of equity awards.No Supplemental Executive Retirement or Defined Benefit Pension Plan – Other than our Section 401(k) plan generally available to all employees in the U.S., we do not offer a supplemental executive retirement plan or a defined benefit pension plan for our executive officers. No Tax “Gross-Ups” or Payments– We do not provide any “gross-ups” or tax payments in connection with any compensation element for our executive officers, other than our standard relocation benefits. This means we do not provide any excise tax “gross-up” or tax reimbursement in connection with any change of control of payments or benefits. No Unearned Dividends – We do not pay dividends or dividend equivalents on unvested or unearned restricted stock unit or performance-based restricted stock unit awards. No Stock Option Repricing – We do not reprice options to purchase our registered shares without stockholder approval. | | | | | |
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Table of Contents
Executive Compensation
Compensation Philosophy and Objectives Our mission is to make clean, reliable, and affordable energy for everyone in the world. Our compensation philosophy and programs are designed to attract, retain, and motivate talented employees who will help us realize this vision, contributing at a high level over the long term. Compensation objectives include: ● | attracting and retaining the talent needed to grow our business; | | | ● | providing a strong incentive for executives and key employees to work toward the achievement of our goals, including sustained stockholder value creation; and | | | ● | ensuring that the interests of management and our stockholders are aligned. |
•attracting and retaining the talent needed to grow our business; •providing a strong incentive for executives and key employees to work toward the achievement of our goals, including sustained stockholder value creation; and •ensuring that the interests of management and our stockholders are aligned. We seek to achieve these objectives by providing compensation that is competitive with the practices within our market for talentcompensation and by linking it to performance. The Compensation Committee periodically reviews and analyzes market trends and the prevalence of various compensation delivery vehicles and adjusts the design and operation of our executive compensation program as it deems necessary or appropriate. In designing and implementing the various elements of our executive compensation program, the Compensation Committee considers market and industry practices as well as the impact on our financial condition. While the Compensation Committee considers all of these factors in its deliberations, it places no formal weighting on any one factor. While compensation is a central part of attracting, retaining, and motivating the best executives and employees, we believe it is not the sole or exclusive reason why exceptional executives or employees choose to join and stay at Bloom Energy, or why they work hard to achieve results for our stockholders. In this regard, both the Compensation Committee and management believe that providing a working environment and opportunities in which executives and employees can develop, express their individual potential, and make a difference are also a key part of Bloom’s success in attracting, motivating, and retaining executives and employees. Compensation Decision-Making Process Determination of Compensation Awards The Compensation Committee’s goal is generally to target elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element. For 2023, the Compensation Committee reviewed each element of compensation described below and set the target total direct compensation opportunities of our overallexecutive officers after taking into consideration the following factors: •a compensation analysis of competitive market data performed by Compensia, including the compensation practices of the Company’s peer group; •each executive officer’s scope of responsibilities; •each executive officer’s skill set, experience, qualifications, and marketability; •each executive officer’s individual performance and individual performance.contribution; •each executive’s time in his or her position; •the recommendations of our CEO (except with respect to his own compensation); and •general market conditions. In evaluating our performance and determining the compensation of our named executive officers,NEOs, the Compensation Committee considers our financial performance and achievement of goals incorporated in our short- and long-term incentive plans. In addition, the Compensation Committee considers non-financial achievements that support our long-term growth, including attracting and retaining a diverse and talented leadership team, developing new and improved products, navigating a complex regulatory environment, and adding and expanding significant market partnership.partnerships. The Compensation Committee also has the ability to exercise judgment to account for extraordinary or non-recurring events, including extreme market conditions. In addition,
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The Compensation Committee does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile, or multiple for establishing compensation among the executive officers or in relation to the competitive market data. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of each executive officer, knowledge of the competitive market, and business judgment in making their decisions regarding executive compensation and our executive compensation program. The Compensation Committee also does not have a set formula by which it determines how much of the executive’s compensation is fixed (i.e., base salary) rather than variable or “at risk” (i.e., performance-based equity and non-equity incentives). The Compensation Committee considers the relevant circumstances when making compensation decisions and seeks to ensure that we maintain sound governanceachieve an appropriate balance between performance and retention incentives. Role of the Compensation Committee The Compensation Committee is responsible for establishing our executive compensation policiesphilosophy and practices. In designing andfor overseeing our executive compensation program we strive to employ best practices and regularly assess ourall related policies and practices. WHAT WE DO | | WHAT WE DON’T DO | | | |  A significant portion of our executive compensation program is dependent upon stock price appreciation and other variable, at-risk pay components
Prior to making executive compensation decisions, we review peer company compensation data
We ensure management acts and thinks like stockholders through stock ownership guidelines
We seek third-party executive compensation advice for the Compensation Committee from an independent consulting firm that does not perform any other services for Bloom
A clawback policy for our CEO and our executive vice presidents
| |  No Supplemental Executive Retirement Plan
No automatic single trigger equity award acceleration upon a change of control
No golden parachute excise tax gross-ups
Executive officers may not pledge our common stock as collateral for any obligation
Executive officers may not engage in transactions intended to hedge or offset the market value of our common stock owned by them
No perquisites to any of our executive officers
|
Pay-for-Performance Philosophy
Consistent The Compensation Committee has the authority to retain compensation consultants and other advisors to assist in carrying out its responsibilities.
At least annually, the Compensation Committee reviews our executive compensation program and formulates recommendations for the consideration and approval by the Board of the various elements of our NEOs’ compensation, as well as any employment arrangements with our philosophyNEOs. The Compensation Committee is responsible for taking action with respect to compensation that will attract and retain the highest quality executives, that will clearly articulate the relationship of aligning executive pay with our short-term and long-termcorporate performance and to align the interests of management and stockholders, our compensation program is designed to provide the majority of executive compensation, in the form of at-risk cash and equity incentives and long-term vesting stock awards. This approach ensures that the compensation opportunitywill reward executives for our named executive officers is alignedprogress and for exceeding our goals. The Compensation Committee meets regularly during the year both with and without the interestspresence of our stockholders and focused on sustained stockholder value creation. The Board believes that the achievement of profitability is important for Bloom Energy and attempts to align at risk cash and equity incentives with performance targets that will drive profitability. As shown below, approximately 74.6% of the target total compensation awarded to our CEO and approximately 42.7% awardedother executive officers. The Compensation Committee also discusses compensation issues with our CEO (except with respect to his own compensation) and other named executive officers (not including Mr. Brooks, who was hired in June 2021) was at-risk inmembers of the formBoard between its formal meetings. Role of Management The Compensation Committee determines the compensation of our cash annual incentive and performance-based equity, both of which were eligible to be earned based on our level of achievement of rigorous financial goals.50 | |
Table of Contents
Executive Compensation
Fiscal 2021 CEO Pay Mix | | Fiscal 2021 Pay Mix: All Other NEOs |  | |  |
Fiscal 2021 Chief Executive Officer Compensation
On May 12, 2021,NEOs. In discharging its responsibilities, the Compensation Committee granted thealso works with members of our management, including our CEO Performance Award to Mr. Sridhar in the form of a time-based RSU award and two separate PSU awards. The RSU award vests in five equal annual installments over a five-year period, while the PSU awards will be earned and vest based on the achievement of financial performance goals involving revenue growth and gross margin, as well as the achievement of stock price goals, and is intended to replace his ongoing annual equity awards for a multi-year time period.
Rationale for CEO Performance Award
Recognizing that we have created the first large-scale, commercially viable solid oxide fuel-cell based power generation platform that provides clean and resilient power to businesses, essential services, and critical infrastructure and that our technology is the most advanced thermal electric generation technology on the market today,Chief People Officer. Our management assists the Compensation Committee believes thatby providing information on corporate and individual performance, competitive market data, and management’s perspective and recommendations on compensation matters.
Our CEO attends the Compensation Committee meetings and discusses with the proper vision, leadershipCompensation Committee the compensation and execution, we can continue our journey to become oneperformance of all executive officers, other than himself. Our CEO bases his recommendations in part upon his review of the world’s key technology energy companies. With that goalperformance of our executive officers. The Compensation Committee may exercise its discretion in mind,modifying any recommended compensation adjustments or awards to such NEOs. The Compensation Committee reviews and after a thorough analysisdiscusses these recommendations and reviewproposals with our CEO and extensive consultation withuses them as one factor in determining and approving the compensation for our executive officers. | | | | | | | | | 60 | Bloomenergy | 2024 Proxy Statement |
Role of the Consultant The Compensation Committee relies on its independent compensation consultant to provide advice on matters relating to the compensation of our executives and independent legal counsel,non-employee directors. Compensia, a national compensation consulting firm, served in this capacity during 2023. A representative of Compensia attended Compensation Committee meetings in 2023 and provided the following assistance to the Compensation Committee: •assisted in the review and updating of our compensation peer group; •reviewed the competitiveness of compensation of our NEOs including base salary, annual cash awards, and long-term incentive awards; •provided advice with respect to compensation best practices and market trends for our NEOs and directors; •reviewed and provided input on the Compensation Discussion and Analysis section of our Proxy Statement; •assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our NEOs and other executives; and •provided ad hoc advice and support throughout the year. Compensia reports directly to the Compensation Committee comprised entirely of independent and disinterested members of our Board, decidedprovided no services to grantus other than the CEO Performance Awardconsulting services to Mr. Sridhar for the following reasons:● | To ensure his retention, with consideration given to his essential role in achieving our long-term strategy and goals; | | | ● | To recognize his contributions to date, which include over 20 years in support of realizing our mission; and | | | ● | To emphasize outperformance, with a design and structure that increases the upside potential relative to a more traditional equity award but also reflects a strong “pay-for-performance” profile. |
Compensation Committee. The CEO Performance Award consistsCompensation Committee reviews the objectivity and independence of the opportunity to earn up to a target of two million shares of our Class A common stock, which was equal to approximately 1.2% of outstanding shares of our common stock on the day prior to the grant date. If Mr. Sridhar achieves the maximum performance under the CEO Performance Award, he will earn 3.2 million shares of our common stock, which would be equal to approximately 1.9% of outstanding shares of our common stock on the day prior to the grant date. The reported accounting value of the CEO Performance Award is $31.6 million, or $6.3 million, when annualized over the five-year intended time horizon of the grant. advice provided by Compensia. In selecting these share amounts,2023, the Compensation Committee evaluatedconsidered the specific independence factors adopted by the SEC and the NYSE and determined that Compensia is independent and that its work does not raise any conflicts of interest. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 61 |
Role of Competitive Market Data As part of its annual compensation review process, the Compensation Committee generally reviews an analysis prepared by Compensia of market examplespay practices for positions similar to the positions of “front-loaded” equity awards,our NEOs and other key executives, adjusted to take into account differences, if any, in the scope of the executive officers’ responsibilities compared to their counterparts in positions with similar titles in comparable companies. In October 2022, the Compensation Committee, with the assistance of Compensia, reviewed our executive compensation peer group and did not recommend any changes. The executive compensation peer group approved by the Compensation Committee to support 2023 pay decisions consisted of technology sector companies focusing on energy/alternative energy business, and companies with complex product and manufacturing operations as well as the size of the award, both at the targetstrong R&D focus. Additional factors that were considered in identifying peers included: •revenue between $328 million and maximum levels as $3.0 billion; •a percentage of common shares outstanding of such companies. The Compensation Committee also considered the annualized accounting value of the grantmarket capitalization between $1.7 billion and $15.1 billion; and •headquarters in the context of market data for competitive long-term incentive values amongUnited States, with consideration given to San Francisco Bay Area companies in ourthe overall peer group as well, as similar size technology sector companies. In approving the CEO Performance Award, the Compensation Committee noted that the proposed grant magnitude was less than the market median of approximately 2.1% among the market examples of comparable front-loaded grants. In addition, the $6.3 million annualized value was positioned above the 75th percentile of the peer group and at the 75th percentile of long-term incentive values among a broader sample of comparable technology companies. The Compensation Committee considered this positioning appropriate in light of the multi-year nature of the grant, as well as the emphasis on challenging long-term performance goals.With respect to the PSU Award described below that is to be earned, if at all, based on our revenue growth and gross margin (the “Revenue/Growth Margin Award”), the Compensation Committee selected top-line and bottom-line corporate financial performance metrics that it believed would be effective and appropriate indicators of whether we were on track to achieving our long-term financial objectives and which were consistent with the metrics that we have used in prior years to evaluate our progress and growth. It also spread out the desired achievement of these goals over a multi-year period in recognition of the steady and incremental nature of the progress we would need to create sustainable value creation for our stockholders over the long-term.
group. | 2022 PROXY STATEMENT | | | | | | | | | | | | | | | | The companies used for comparison purposes (our “peer group”) for 2023 were as follows: | | 51 | | | | | •Advanced Energy Industries, Inc. •Ambarella, Inc. •Enphase Energy, Inc. •First Solar, Inc. •FormFactor, Inc. •Generac Holdings Inc. •Infinera Corporation •Itron, Inc. •Novanta Inc. | •Onto Innovation Inc. •Ormat Technologies, Inc. •Plug Power Inc. •Power Integrations, Inc. •Stem, Inc. •SunPower Corporation •Sunrun Inc. •Synaptics Incorporated •Ultra Clean Holdings, Inc. | | | | | |
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With respect to the PSU award described below that is to be earned, if at all, based on the sustained achievement of pre-established stock price targets and the satisfaction of various time-based vesting requirements (the “Stock Price Hurdle Award”), the Compensation Committee believes that achievement of the pre-established corporate financial performance metrics should have a meaningful impact on our stock price when combined with our other current and planned initiatives. For the first tranche of units to become eligible to vest, our stock price must equal at least $38.62 per share (based on an average closing price over a rolling 30-trading day period), which stock price amount represents a 100% increase from the closing market price of our Class A common stock on the date of grant of the CEO Performance Award. For the remaining tranches of units to become eligible to vest, our stock price must continue to increase for each tranche, with the final tranche of units becoming eligible to vest only if our per share average closing price over a rolling 30-trading day period reaches $96.55, which represents an approximately 400% increase from the closing market price of our common stock on the date of grant of the CEO Performance Award.
As to both of Mr. Sridhar’s PSU awards, the Board believes that the achievement of profitability is important for Bloom Energy and has attempted to align these at risk equity incentives with performance targets that will drive profitability.
The CEO Performance Award is designed to retain Mr. Sridhar’s continued leadership over Bloom Energy over the long term, and to incentivize and motivate him with equity that rewards him both for his continued service and for providing exponential increases in stockholder value over the next five years.
Executive Compensation Program Design Our current executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain, and reward executive officers who contribute to our long-term success and, by extension, that ofsuccess for our stockholders. The material elements of our executive compensation program for 20212023 are described below. | | | | | | | | | | Compensation Element | | Designed to Reward | | Relationship to Business Objectives | | | | | | Base Salary | | Knowledge and experience, as well as past and present scope of responsibilities | | Attracts and retains an effective management team | | | | | | | | | ACI | Non-Equity IncentivePlan (i.e., Performance- Based Cash Bonus) | | Success in achieving pre-established annual performance results | objectives and individual contributions | Helps create a “pay for performance”“pay-for-performance” culture and motivates and rewards our executives for achieving performance goals that contribute to our long-term success and that of our stockholders | | | | | | | | | Equity Awards | | Success in achieving pre-established, long-term, sustainable resultscorporate performance objectives designed to enhance stockholder value | | Aligns executive goals and objectives with the interests of our stockholders and focuses our executives on our long-term performance | Vesting requirements promote retention | | | Periodic Bonuses(Cash and/or Equity) | Exceptional contribution to our business, outside of the performance targets set in the non-equity incentive plan program | | Encourages executives to go “above and beyond” when executing on our business objectives and when managing their teams | | | | | | | | |
The Compensation Committee does not have a set formula by which it determines how much of the executive’s compensation is fixed (i.e., base salary) rather than variable or “at risk” (i.e., performance-based equity and non-equity incentives, periodic or “spot” bonuses). In approving the compensation of individual executive officers, the Compensation Committee takes into account competitive market data, the scope and extent of each executive’s past and present role and responsibilities, his or her skills, knowledge and experience and any additional relevant factors, including retention and performance incentives.
We generally do not provide fringe benefits such as a car allowance or other perquisites to our executive officers.officers, except that starting in 2022 our executive and other senior officers were provided with executive health memberships for the officers and their dependents (including, among other health services, annual physical exams, medical consultation services, and clinical care coordination). The executive officers otherwise participate in our standard health and welfare programs, including group health and life insurance, dental insurance, and vision insurance that all other employees participate in. They are also eligible to participate in a 401(k) retirement savings plan and, other than Mr. Sridhar who is not currently eligible, are offered an opportunity to participate in the ESPP. We dodid not match employee contributions to our 401(k) retirement savings plan in 2023 but have the discretion to do so in the future. Consideration of 2021 Say-on-Pay Vote
At the 2021 Annual Meeting, approximately 99% of the votes cast were in favor of the advisory vote to approve executive compensation. In light of the strong support, the Compensation Committee did not make any changes to our compensation programs directly as a result of the vote. We will continue to consider our stockholders’ input in all facets of our business, including executive compensation.
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Executive Compensation
Compensation Decision-Making Process
Determination of Compensation Awards
The Compensation Committee’s goal is generally to target elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element. For 2021, the Compensation Committee reviewed each element of compensation described below and set the target total direct compensation opportunities of our executive officers after taking into consideration the following factors:
| ● | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | a compensation analysis of competitive market data performed by Compensia; | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | each executive officer’s scope of responsibilities; | | | ● | each executive officer’s skill set; | | | ● | each executive officer’s prior experience; | | | ● | each executive officer’s individual performance and contribution; | | ● | each executive’s time in his or her position; | | | ● | the recommendations of our CEO; and | | | ● | general market conditions. |
The Compensation Committee does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile or multiple for establishing compensation among the executive officers or in relation to the competitive market data.
Role of the Committee
The Compensation Committee is responsible for overseeing our executive compensation program and all related policies and practices. The Compensation Committee operates pursuant to a formal written charter approved by the Board, which is available on our website at https://investor.bloomenergy.com/.
At least annually, the Compensation Committee reviews our executive compensation program and formulates recommendations for the consideration and approval by the Board of the various elements of our named executive officers’ compensation, as well as any employment arrangements with our named executive officers. The Compensation Committee is responsible for taking action with respect to compensation that will attract and retain the highest quality executives that will clearly articulate the relationship of corporate performance to executive compensation and that will reward executives for our progress.
The Compensation Committee meets regularly during the fiscal year both with and without the presence of our CEO and other named executive officers. The Compensation Committee also discusses compensation issues with our CEO (except with respect to his own compensation) and other members of the Board between its formal meetings.
Role of Management
The compensation of all of our named executive officers is determined by the Compensation Committee. In discharging its responsibilities, the Compensation Committee also works with members of our management, including our CEO. Our management assists the compensation committee by providing information on corporate and individual performance, competitive market data and management’s perspective and recommendations on compensation matters.
Our CEO attends the Compensation Committee meetings and discusses with the Compensation Committee the compensation and performance of all executive officers, other than himself. Our CEO bases his recommendations in part upon his review of the performance of our executive officers. The Compensation Committee may exercise its discretion in modifying any recommended compensation adjustments or awards to such named executive officers. The Compensation Committee reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in determining and approving the compensation for our executive officers.
Role of the Consultant
The Compensation Committee relies on its independent compensation consultant to provide advice on matters relating to the compensation of our executives and non-employee directors. Compensia, a national compensation consulting firm, served in this capacity during 2021.
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A representative of Compensia attended Compensation Committee meetings in 2021 and provided the following assistance to the Compensation Committee:
● | Assisted in the review and updating of our compensation peer group | | | ● | Reviewed the competitiveness of compensation of our named executive officers including base salary, annual cash awards and long-term incentive awards | | | ● | Provided advice with respect to compensation best practices and market trends for our named executive officers and directors | | | ● | Reviewed and provided input on the Compensation Discussion and Analysis section of our Proxy Statement | | | ● | Assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our named executive officers and other executives | | | ● | Provided ad hoc advice and support throughout the year |
Compensia reports directly to the Compensation Committee and provided no services to us other than the consulting services to the Compensation Committee. The Compensation Committee reviews the objectivity and independence of the advice provided by Compensia. In 2021, the Compensation Committee considered the specific independence factors adopted by the SEC and the NYSE and determined that Compensia is independent and that its work did not raise any conflicts of interest.
Role of Competitive Market Data
As part of its annual compensation review process, the Compensation Committee generally reviews an analysis prepared by Compensia of market pay practices for positions similar to the positions of our named executive officers and other key executives, adjusted to take into account differences, if any, in the scope of the executive officers’ responsibilities compared to their counterparts in positions with similar titles in comparable companies.
In October 2020, the Compensation Committee, with the assistance of Compensia, reviewed our executive compensation peer group. The executive compensation peer group approved by the Compensation Committee to support 2021 pay decisions was comprised of technology sector companies focusing on energy/alternative energy business, and companies with complex product and manufacturing operations as well as strong R&D focus. Additional factors that were considered in identifying peers included:
● | revenue between $255 million and $2.4 billion; | | | ● | a market capitalization between $690 million and $6.3 billion; and | | | ● | headquarters in the United States, with consideration given to San Francisco Bay Area companies in the overall peer group. |
The companies used for comparison purposes (our “peer group”) for 2021 were as follows:
| ● Advanced Energy Industries, Inc. | ● Novanta Inc. | | | ● Ambarella, Inc. | ● Onto Innovation Inc. | | | ● Coherent, Inc. | ● Ormat Technologies, Inc. | | | ● Enphase Energy, Inc. | ● Plug Power Inc. | | | ● First Solar, Inc. | ● Power Integrations, Inc. | | | ● FormFactor, Inc. | ● SunPower Corporation | | | ● Generac Holdings Inc. | ● Sunrun Inc. | | | ● Infinera Corporation | ● Synaptics Incorporated | | | ● Itron, Inc. | ● Ultra Clean Holdings, Inc. | | | | | |
Principal Elements of Compensation Base salaries for our executive officers are intended to provide a level of compensation sufficient to attract and retain an effective management team when considered in combination with the other components of our executive compensation program. The Compensation Committee reviews and reassesses the base salaries of our named executive officersNEOs following the completion of each fiscal year. In determining base salaries for our named executive officersNEOs for 2021,2023, the Compensation Committee reviewed our peer group and considered data provided by Compensia, as well as the tenure, performance, and contribution in the prior fiscal year. 54 | |
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Committee approved the increases set forth in the table below after considering our company-wide budget for merit increases in 2023 and our operating performance during fiscal 2022. In February 2021,January 2023, the Compensation Committee reviewed and approved salary increases for our named executive officers, for changesNEOs, effective on JanuaryFebruary 1, 2021. | | | | | | | | | | | | | | Name | | Fiscal 2020 Salary Rate | | Fiscal 2021 Salary Rate | | Percentage Change | | | | | KR Sridhar | | $ 646,000 | | $ 700,000 | | 8.3% | | | | | Gregory Cameron | | $ 550,000 | | $ 600,000 | | 9.1% | | | | | Swaminathan Venkataraman | | $ 426,400 | | $ 470,000 | | 9.5% | | | | | Glen Griffiths | | $ 393,300 | | $ 425,000 | | 8.1% | | | | | Guillermo Brooks(1) | | N/A | | $ 430,000 | | N/A | | | | | | | | | | (1) Mr. Brooks was hired as EVP, Americas-Sales on June 10, 2021. | | | | | | | | | | | |
Non-Equity Incentive Plan
2023. | | | | | | | | | | | | | | | | | | | Name | Fiscal 2022 Salary Rate | Fiscal 2023 Salary Rate | Percentage Change | | KR Sridhar | | $ | 770,000 | | | $ | 820,000 | | 6.5 | % | | Gregory Cameron | | $ | 650,000 | | | $ | 700,000 | | 7.7 | % | | Billy Brooks | | $ | 450,000 | | | $ | 477,000 | | 6.0 | % | | Glen Griffiths | | $ | 470,000 | | | $ | 470,000 | | — | % | | Sharelynn Moore | | $ | 470,000 | | | $ | 500,000 | | 6.4 | % | | Shawn M. Soderberg | | $ | 470,000 | | | $ | 515,000 | | 9.6 | % |
ACI We provide our senior management team with short-term incentive compensation through our short-term cash incentive plan.ACI. This incentive plan holds executives accountable for their performance against our financial and other goals, rewards the executives based on actual business results, and helps create a pay-for-performance culture. Our short-term incentive planACI provides cash incentive award opportunities based on a quantitative assessment by the Compensation Committee of our performance and an additional, qualitative assessment by our CEO of the individual executive officer’s performance. The Compensation Committee assesses our performance against certain financial metrics during 20212023 with payouts measured on a scale of zero to 150% of target. In 2021,2023, our executives were eligible for the following annual cash incentives. Bonus targets as a percentage of salary were unchanged from fiscal 2020 (other than for Mr. Brooks, who was hired in 2021).| | | | | | | | | | | | | | Name | | Fiscal 2021 Base Salary Rate | | Bonus Target (% of Salary) | | Bonus at Target ($) | | | | | KR Sridhar | | $700,000 | | 120% | | $840,000 | | | | | Gregory Cameron | | $600,000 | | 100% | | $600,000 | | | | | Swaminathan Venkataraman | | $470,000 | | 60% | | $282,000 | | | | | Glen Griffiths | | $425,000 | | 60% | | $255,000 | | | | | Guillermo Brooks(1) | | $430,000 | | 100% | | $430,000 | | | | | | | | | | (1) Mr. Brooks was hired as EVP, Americas-Sales on June 10, 2021 and his eligibility for his incentive plan was prorated at 100% for the time he worked during 2021. | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Name | Fiscal 2023 Base Salary Rate | Bonus Target (% of Salary) | Bonus at Target ($) | | KR Sridhar | | $ | 820,000 | | 130 | % | | $ | 1,066,000 | | | Gregory Cameron | | $ | 700,000 | | 100 | % | | $ | 700,000 | | | Billy Brooks | | $ | 477,000 | | 100 | % | | $ | 477,000 | | | Glen Griffiths | | $ | 470,000 | | 60 | % | | $ | 282,000 | | | Sharelynn Moore | | $ | 500,000 | | 70 | % | | $ | 350,000 | | | Shawn M. Soderberg | | $ | 515,000 | | 70 | % | | $ | 360,500 | |
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Fiscal 2023 ACI Performance Targets For 2021,2023, the short-term incentivesACI for our named executive officersNEOs were determined based on our level of attainment of equally weighted revenue and non-GAAP operating lossincome goals for the full fiscal year, subject to adjustment by the Compensation Committee based on its assessment of additional performance considerations. year. | | | | | | | | | | | | | | | | Weighting |
(50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | Product & Service Revenue | 50 | % | $1,150 | M | $1,350 | M | $1,550 | M | | Non-GAAP Gross Margin | 50 | % | 22 | % | 26 | % | 30 | % |
In January 2021, the Compensation Committee approved threshold, target and maximum financial goals for the fiscal year. These included threshold and target revenue goals equal to $800 million and $1 billion, respectively, and threshold and targetaddition, positive non-GAAP operating loss goals of $10income would add 5 percentage points to the ACI, and non-GAAP operating income over $30 million respectively, aswould add an additional 5 percentage points to the financial targetsACI, for our 2021 short-term incentive plan. In additiona total of 10 percentage points to financial performance measurement, the short-term incentive for each named executive officer may be adjusted up or down based on an evaluation of their individual performance and contributions during the year. A “Mid-year Payout” equal to 40% of the annual target was paid in July 2021, while the final annual calculation resulted in a true-up payment.ACI. Fiscal 2023 ACI Results Our actual product and service revenue of $972$1,158 million resulted in a calculated payout equal to 88%54% of target for the revenue component, of the 2021 short-term incentive plan. Ourand our actual non-GAAP gross margin of 25.8% resulted in a calculated payout equal to 99% of target for the gross margin component. Our non-GAAP operating loss was belowincome of $19.2 million resulted in an additional 5 percentage points to the $10 million threshold levelACI. For a reconciliation of performance required for a payout.GAAP to non-GAAP operating income, please see Appendix A to this Proxy Statement. Taken together, our financial performance resulted in a calculated payout equal to 44%81% of target for the 2021 short-term incentive plan. In January 2022, the Compensation Committee evaluated our performance in the context of our overall corporate achievements as well as key factors that significantly impacted our results, including the acceleration of our engineering, procurement and construction strategy that negatively impacted our revenue in 2021 and global supply chain disruptions that negatively impacted our operating income in 2021. 2023 ACI. | | | | | | | | | | | | | | | | | | | | | | Weighting | Target | | Actual | % Attainment | Payout Factor | | Product & Service Revenue | 50 | % | $1,350 | M | | $ | 1,158 | M | 54.0 | % | 27 | % | | Non-GAAP Gross Margin | 50 | % | 26 | % | | 25.8 | % | 99.0 | % | 49 | % | | Operating Income (Non-GAAP) | | positive | | $ | 19.2 | M | 5 percentage points | 5 | % | | Total Bonus Payout | | | | | | 81 | % |
The Compensation Committee also considered the following achievements during 2021:● | Acceptances up 42% with a record 735 systems in the fourth quarter | | | ● | Despite global supply chain challenges, we were still able to drive costs down | | | ● | Year-over-year backlog grew over 100% | | | ● | Executed SK ecoplant transaction | | | ● | Substantial progress on the Bloom Electrolyzer | | | ● | Ending cash balances reached $615 million, with $396 million as unrestricted cash | | | ● | Recruited leadership talent and managed turnover in a hyper competitive market |
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In light of these factors andPayout factor based on an assessment of our overall performance,corporate achievement may be adjusted based on individual performance. Other than with respect to the Compensation Committee determined to use discretion to fundCEO, the financial performance component of the 2021 short-term incentive plan for our named executive officers at 105% of target for the fiscal year 2021.
The cash incentives earned by the named executive officers also included the following individual performance modifiers, resulting in the following combined modifiers:
● | Mr. Cameron: 105% applicable to annual 2021 bonus payouts | | | ● | Mr. Venkataraman: 100% applicable to the annual 2021 bonus payout | | | ● | Mr. Griffiths: 131.25% applicable to the annual 2021 bonus payout | | | ● | Mr. Brooks: 100% applicable to the annual 2021 bonus payout |
The individual performance modifiers wereif any, are approved by the Compensation Committee based on the recommendation of our CEO.
Based on our achievement during the year, our named executive officersNEOs earned the following cash incentive bonusesACI payments based on company and individual performance in 2021.| | | | | | | | | | | | | Named Executive Officer | | Annual Bonus Payout (as a percent of Target) | | Annual Payout ($) | | | | | | KR Sridhar | | 105.00% | | $882,000 | | | | | | Gregory Cameron | | 105.00% | | $630,000 | | | | | | Swaminathan Venkataraman | | 100.00% | | $282,000 | | | | | | Glen Griffiths | | 131.25% | | $334,688 | | | | | | Guillermo Brooks(1) | | 100.00% | | $241,507 | | | | | | | | | | | | (1) As part of his offer letter, Mr. Brooks’ 2021 bonus opportunity was guaranteed at a minimum of 100% of target and pro-rated based on his hire date of June 10, 2021, which was $241,507. Mr. Brooks was eligible to earn up to 1.5 times his prorated target bonus. | | | | | | | | | | | | | | | | | | | |
With these considerations in mind, the Compensation Committee believes that results of our cash annual incentive plan are strongly aligned with our performance during the year and reinforce a strong pay-for-performance culture.
Cash Bonus Program
The Compensation Committee may award spot or other bonuses to reward extraordinary performance, the achievement of corporate goals, for retention purposes, relocation or for other reasons. In 2021, Mr. Sridhar received such an award in the amount of $1,000,000 in connection with our outstanding success for 2021, which included entry into the strategic partnership with SK ecoplant, record bookings and acceptances and the creation of a strong backlog for 2022. The Compensation Committee also awarded a sign-on bonus of $100,000 to Mr. Brooks as part of his new hire offer letter.
2023: | | | | | | | | | | | | | Named Executive Officer | ACI Payout (as a percent of Target) | | ACI ($) | | KR Sridhar | 81 | % | | $ | 863,460 | | | Gregory Cameron | 81 | % | | $ | 567,000 | | | Billy Brooks | — | | | — | | | Glen Griffiths | — | | | — | | | Sharelynn Moore | — | | | — | | | Shawn M. Soderberg | 81 | % | | $ | 292,005 | |
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In 2021,2023, we granted our named executive officersNEOs, other than our CEO and Mr. Griffiths, a mix of RSULPSU, APSU, and PSURSU awards. The annual equity awards granted to our named executive officersNEOs were determined by the Compensation Committee after reviewing data from a competitive market analysis prepared by Compensia. In addition, the Compensation Committee considersconsidered the input of our CEO regarding the individual performance and pay levels for his direct reports. In February 2021, with our desire
The Compensation Committee believes that equity compensation is a primary tool to provide competitivepromote retention for executive officers. When reviewing the form and amount of equity compensation for our namedgranted to executive officers, the Compensation Committee approved grantsassesses whether the awards, in combination with awards previously granted to the executive officer, will have the desired impact on the retention of our executive officers. The Committee also recognizes that the Company is introducing new, disruptive products into the energy market that not only is a mixlong-cycle business that has traditionally been slow to change and adopt, but is also impacted by policy and politics and that therefore, our stock price may experience volatility that is not indicative of RSUs and PSUs to our named executive officers other than our CEO.performance. The combination of RSU and PSU awards are set forth in the table below, reflects a 40% weighting on performance-based equity for our named executive officers, excluding Mr. Sridhar whosewho was not eligible for long-term incentive compensation in 2023 based on his front-loaded 2021 CEO Performance Award is described separately below, and Mr. Brooks, whose new hire equity compensation is described separately below. The RSU awards granted vest over three years, with a third vesting on the one-year anniversary of the grant date and the remaining vesting quarterly thereafter.In February 2021, in addition to an annual refresh grant of 24,253 PSUs and 36,379 RSUs, Mr. Griffiths was granted an additional PSU award of 45,000 PSUs with targets linked to the Service Business Profitability over the next three years. In addition, in October 2021, Mr. Griffiths was granted a special recognition grant for 20,000 RSUs that vests over two years in equal installments. This award, which was based on the recommendation of our CEO, was the result of Mr. Griffiths stepping in to manage the operations organization on a temporary basis after the departure of the organization’s former leader. In addition to Mr. Venkataraman’s annual refresh grant of
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Griffiths. | | | | | | | | | | | | | | | | | | | # of RSUs Granted | # of APSUs at Target | # of LPSUs
at Target | Total Value of Equity Granted | | KR Sridhar | — | | — | | — | | | — | | | Gregory Cameron | 49,300 | | 16,500 | | 131,300 | | | $ | 4,700,001 | | | Billy Brooks | 30,300 | | 6,400 | | 39,200 | | | $ | 1,809,583 | | | Glen Griffiths | — | | — | | — | | | — | | | Sharelynn Moore | 35,400 | | 7,400 | | 45,700 | | | $ | 2,110,409 | | | Shawn M. Soderberg | 35,400 | | 7,400 | | 45,700 | | | $ | 2,110,409 | |
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Executive Compensation
38,978 shares, he was granted an additional award of 36,000 RSUs for retention purposes that vests fully on December 21, 2022, subject to his continuous service through the vesting date.
| | | | | | | | | | | | | | | | | # of Stock Options
Granted | | # of RSUs Granted | | # of PSUs Granted | | Total Value of Equity
Granted | | | | | KR Sridhar | | — | | 400,000 | | 1,600,000 | | $31,628,000 | | | | | Gregory Cameron | | — | | 77,956 | | 51,970 | | $ 5,203,536 | | | | | Swaminathan Venkataraman | | — | | 74,978 | | 25,985 | | $ 4,043,568 | | | | | Glen Griffiths | | — | | 56,379 | | 69,253 | | $ 4,599,162 | | | | | Guillermo Brooks(1) | | — | | 100,000 | | 100,000 | | $ 3,931,000 | | | | | | | | | | | | | | | | | | (1) As part of his offer letter, Mr. Brooks’ new hire grants consisted of 100,000 PSUs (as described below) and 100,000 RSUs. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance-Based Stock Unit Awards Granted in 2023 In February 2021,January 2023, the Compensation Committee approved the grant of PSUsLPSUs and APSUs to our named executive officersNEOs (excluding the CEO and Mr. Brooks, each as described separately below)Glen Griffiths). These sharesLPSUs are eligible to vest based on our achievement of product and service revenue CAGR and non-GAAP gross margin and cash flow from operations goals over a one-yearthree-year period, which are both weighted equally at 50%60% and 40% of the overall performance achievement, respectively. Target product and service revenue CAGR was set at 26% and target subject to additional time-based vesting requirements.gross margin was set at 26%. Individuals may receive shares between 0-200% of LPSUs at Target. For a reconciliation of GAAP to non-GAAP gross margin, please see Appendix Ato this Proxy Statement.The Compensation Committee approved threshold
LPSUs remained outstanding as of the end of our fiscal year 2023 and target non-GAAP gross marginare eligible to be earned based on our 3-year performance objectives. Our actual performance and resulting payouts for the 2023 LPSU grants to our NEOs will be discussed following the end of the performance period. APSUs are earned based on the achievement of objective, measurable individual operational goals equal to 25%that are proposed by the CEO and 28%, respectively,reviewed and approved threshold and target cash flow from operations goals of $0 and $50 million, respectively, asby the financial targets for our 2021 PSUs.Compensation Committee. APSUs have a one-year cliff vest. In January 2022,February 2024, the Compensation Committee approved athe payout percentage equal to 75% of targetpercentages below for the annual PSUAPSU awards granted in 2021. This result reflected the impact of an adjustment to our gross margin results approved by the Compensation Committee due to the unanticipated, non-recurring global supply chain disruptions that negatively impacted our operating income by approximately $61 million during 2021. This adjustment increased our non-GAAP gross margin performance from 21.7% to 28%, which is the maximum goal of 28% for the 2021 PSUs and resulted in a payout equal to 150% of target for the gross margin component of the PSUs. Our actual cash flow from operations was below the threshold level of performance required for a payout. Earned PSUs will vest in equal one-third installments approximately one, two and three years after the grant date. Specifically, one-third of the total number of earned PSUs vested on March 15, 2022 after approval by the Compensation Committee. The remaining two-thirds of earned PSUs will vest in equal installments on the first and second anniversary date of the first vesting date, subject to the employee’s continued service through each applicable vesting date.
Guillermo Brooks – Equity
In addition to a time-based RSU award that was granted to Mr. Brooks by the Compensation Committee in July 2021 that vests over four years, the Compensation Committee also approved a grant of PSUs in connection with his appointment in October 2021. Mr. Brooks’ new hire PSUs had a target opportunity equal to 100,000 shares and a maximum payout equal to 100% of target. The number of shares earned was based on our performance against three objectives:
2023. | | | | | | | | | | | | | # of APSUs at Target | # of APSUs Earned | Payout % | | KR Sridhar | — | | — | | — | | | Gregory Cameron | 16,500 | | — | | — | | | Billy Brooks | 6,400 | | n/a | n/a | | Glen Griffiths | — | | — | | — | | | Sharelynn Moore | 7,400 | | n/a | n/a | | Shawn M. Soderberg | 7,400 | | 1,850 | | 25 | % |
| ● | | | | | | | | 66 | The first tranche related to 2021. This objective targeted USC&I bookings of at least 95 megawatts. This goal was not met at the end of 2021Bloomenergy | 2024 Proxy Statement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | The second tranche relates to 2022. This objective sets targets for an increase in USC&I backlog year over year (at 60%) and that bookings be of deals of a certain size (at 40%); and | | | ● | The third tranche relates to 2022. This objective sets targets for an increase in USC&I backlog year over year (at 60%) and that bookings be of deals of a certain size (at 40%). | | | | | | | | |
The tranches are weighted 34%, 33% and 33% of the target number of shares granted. Any shares not earned will be forfeited.
KR Sridhar – 2021 CEO AwardsPerformance Award Outcomes in Fiscal 2023 As noted above, the 2021 CEO Performance Award granted in May 2021 contains both a time-based RSU award and two performance-based awards, weighted at 20% and 80% of the target number of shares, respectively.
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Executive Compensation
PSU Awards The units subject to the performance metrics include two distinct performance components:
Revenue/Gross Margin Award. 30% of the target units subject to the 2021 CEO Performance Award are eligible to be earned in four equal annual increments,installments, commencing in 2022 and ending in 2025 based on the achievement of product and service revenue growth and non-GAAP gross margin goals for each year (the “Financial Goals Requirement”); and
Stock Price Hurdle Award. 50% of the target units subject to the 2021 CEO Performance Award are eligible to be earned based on the achievement of certain pre-established per share stock price targets through the sixth through ninth anniversaries of the date of grant (the “Performance Vesting Requirement”) and pre-established service-based vesting requirements (the “Service Vesting Requirements”). For this portion of the Stock Price Hurdle Award to vest for any units, both the Performance Vesting Requirement and the Service Vesting Requirement must be met with respect to such units. All after-tax vested shares of Class A common stock earned from the PSUs of the 2021 CEO Performance Award will be subject to a two-year, post-vesting holding period requirement. Revenue/Gross Margin Award For each year beginning with 2022 and ending with 2025,2023, Mr. Sridhar iswas eligible to earn a target of 150,000 units pursuant to the Revenue/Gross Margin Award (an amount equal to 7.5% of the CEO Performance Award) based on a formula that generates a number of points determined by comparing the sum of (i) our actual product and service revenue CAGR less our product and service revenue CAGR target (weighted 60%) and (ii) our actual non-GAAP gross margin less our non-GAAP gross margin target (weighted 40%) for each such year. Based on the number of points derived from this formula, Mr. Sridhar can earn between 0% to 300% of the target number of 150,000 units each year. Upon vesting, the Revenue/Gross Margin Award may be settled by issuing that number of shares of our Class A common stock that equal the number of units that have vested. The points derived from the formula are evaluated on the following scale: | | | | | | | Resulting Points | | | | | Percentage Payout | | Resulting Points | | Percentage Payout | | | | +4% or above target | 300 | 300 | % | | | 0% over/under target | 100 | 100 | % | | | -4% below target | 50 | 50 | % | | | More than 4% below target | 0 | 0% |
Based on our actual performance, Mr. Sridhar earned 67.6% of the target number of Revenue/Gross Margin PSUs eligible to be earned based on our achievement through fiscal 2023, including 2-year revenue CAGR and 2023 gross margin achievement. | | | | | | | | | | | | | | | | | | | Weighting | Target | Actual |
Achievement | Weighted Achievement | | 2-Year Product and Service Revenue CAGR | 60 | % | 24 | % | 19.73 | % | -4.27 | % | -2.562 | % | | FY23 Non-GAAP Gross Margin | 40 | % | 26 | % | 25.9 | % | -0.07 | % | -0.028 | % | | Total Achievement Factor | | | | | -2.59 | % | | Total Payout | | | | | 67.6 | % |
| | | | | | | | Bloomenergy | 2024 Proxy Statement | %67 |
The units subject to the Stock Price Hurdle Award are divided into four equal tranches where performance will be deemed achieved in the event our average closing price for a 30-day period exceeds a stock price hurdle (as a multiple of our 30 day trailing average closing stock price on the grant date, which was $19.31) prior to the expiration date for the tranche. Each tranche vests on the later of achievement of the stock price hurdle or a specified minimum vesting date, as set forth in the table below. If the stock price hurdle for a tranche is not achieved by the applicable expiration date, the tranche is forfeited. | | | | | | | | | | | | | | Stock Price Hurdle | | Performance Period | | Minimum Vesting
Period | | Minimum CAGR
from Grant Price | | Number for Units
Vesting | | | | 2.0X CEO Performance
Award Grant Price | | Grant date through 6th anniversary
of grant | | Two years | | 12% | | 250,000 | | | | 3.0X CEO Performance
Award Grant Price | | Grant date through 7th anniversary
of grant | | Three years | | 17% | | 250,000 | | | | 4.0X CEO Performance
Award Grant Price | | Grant date through 8th anniversary
of grant | | Four years | | 19% | | 250,000 | | | | 5.0X CEO Performance
Award Grant Price | | Grant date through 9th anniversary
of grant | | Five Years | | 20% | | 250,000 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Stock Price Hurdle | Performance Period | Minimum
Vesting
Period | Minimum
CAGR from
Grant Price | Number for Units Vesting | | | | | | 2.0X CEO Performance
Award Grant Price | Grant date through 6th anniversary of grant | Two years | 12 | % | 250,000 | | | | | | | | | | | | 3.0X CEO Performance
Award Grant Price | Grant date through 7th anniversary of grant | Three years | 17 | % | 250,000 | | | | | | | | | | | | 4.0X CEO Performance
Award Grant Price | Grant date through 8th anniversary of grant | Four years | 19 | % | 250,000 | | | | | | | | | | | | 5.0X CEO Performance
Award Grant Price | Grant date through 9th anniversary of grant | Five Years | 20 | % | 250,000 | | | | | | |
Upon vesting, the Stock Price Hurdle Award may be settled by issuing that number of shares of our Class A common stock that equal the number of units that have vested. 58 | |
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Executive Compensation
RSU Award
The time-based RSU award represents 20%As of the target number of sharesend of our Class A common stock subject tofiscal 2023, none of the CEO Performance Award (12.5% if the PSU award is earned at the maximum performance level)Stock Price Hurdles had been achieved and may vested and be settled for 400,000 shares of our Class A common stock over a five-year vesting period, with one-fifth of the shares subject to vesting on each of the first five anniversaries of the date of grant, contingent upon Mr. Sridhar’s continued service as our Chief Executive Officer, a different C-Suite level executive role, or as the Executive Chair of the Board as of each vesting date. Upon vesting, the this award may be settled by issuing that number of shares of our Class A common stock that equal the number of units that have vested.
Other Details of CEO Performance Award
Service Requirement
Vesting of the CEO performance award is contingent upon Mr. Sridhar’s continued service as our Chief Executive Officer, a different C-Suite level executive role, or as the Executive Chair of the Board as of each vesting date.
Compensation Recovery (“Clawback”) Policy
The CEO Performance Award is subject to our Clawback Policy.
Termination of Employment (other than in Connection with a Change in Control)
If Mr. Sridhar’s employment is terminated for “cause” (as defined in the award agreement) or he resigns for other than “good reason” (as defined in the award agreement), all of the shares of common stock subject to the CEO Performance Award will be forfeited. Upon a termination of employment other than for “cause” or upon Mr. Sridhar’s resignation for “good reason” (as defined in the award agreement), (i) the vesting will accelerate as to that number of units subject to the RSU Award that would have vested within 12 months of the date of termination and (ii) the Revenue/Gross Margin Award and Stock Price Hurdle Award will remain outstanding and eligible to vest for a period of 12 months following the date of termination (subject to the achievement of the applicable performance goals).
Termination of Employment in Connection with a Change in Control
If Mr. Sridhar’s employment is terminated without “cause” (as defined in the award agreement), or he resigns for good reason (as defined in the award agreement) in connection with a change in control of Bloom Energy, all of the unvested units subject to his RSU award will accelerate in full.
Treatment of PSU Awards on a Change in Control
With respect to his Revenue/Gross Margin Award, all of the unvested units tied to the market price of our common stock will be eligible to vest based on the acquisition price (with earned units vesting upon the close of the acquisition). All of the unvested units tied to the revenue and gross margin goals will be evaluated based on the acquisition stock price relative to a threshold and target stock price range between $48.16 and $120.40, respectively, as outlined in the table below.
| | | | | | | | | | | Level | | Transaction Price | | Share Percentage Issuable | | | | | Below Threshold | | Less than $48.16 | | 0 | | | | | Threshold | | $48.16 | | 75 | % | | | | Maximum | | $120.40 | | 300 | % | | | | | | | | | | |
With respect to his Stock Price Hurdle Award, (A) each unvested tranche for which the transaction price equals or exceeds the applicable stock price hurdle shall vest as of immediately prior to the change in control and (B) if the transaction price is between two stock price hurdles, the number of PSUs that vest in the tranche corresponding to the higher stock price hurdle shall be determined using linear interpolation between the two stock price hurdles, with such vesting to occur immediately prior to the change in control.
Any portion that does not vest shall automatically be forfeited following the closing of the change in control.
Termination of Employment in Connection with Death or Disability
In the event of Mr. Sridhar’s termination of employment due to death or disability, the remaining unvested units subject to his RSU Award will vest in full and the unvested units subject to his Revenue/Gross Margin Award and Stock Price Hurdle Award will remain outstanding and eligible to vest subject to their normal terms for 18 months following his termination of employment due to death or disability (subject to the achievement of the applicable performance goals).
unvested.Table of Contents
Executive Compensation
Post-Vesting Holding Period
All after-tax vested shares of Class A common stock earned from the PSUs of the CEO Performance Award will be subject to a two-year post-vesting holding period requirement.
Additional Information Policy Prohibiting Insider Trading, Hedging, and Use of Shares as Collateral To prevent unlawful activity and avoid even the appearance of impropriety, we have adopted a strict Insider Trading Policy that applies to our executive officers, as well as our directors, employees, and consultants. This policy requires that our executive officers, directors, and other designated insiders only transact in our securities during an open trading window and only after obtaining pre-clearance from our General Counsel, or designee, or pursuant to a Rule 10b5-1 trading plan. Further,Furthermore, this policy prohibits engaging in certain short-term or speculative transactions in our securities such as put,puts, calls, and short sales. This policy also prohibits hedging, trading in a margin account, or pledging our securities. Deferred Compensation Plan The
Our Deferred Compensation Plan is available to our directors and to certain executive officers, including the named executive officers.NEOs. The Deferred Compensation Plan provides an opportunity for individual retirement savings on a tax- and cost-effective basis on compensation above limits set forth in the Internal Revenue Code of 1986, as amended (the “Code”). We do not sponsor a supplemental executive retirement plan or a defined benefit pension plan. For additional details on the Deferred Compensation Plan for our named executive officers,NEOs, please see the “20212023 Non-Qualified Deferred Compensation” table below. | | | | | | | | | 68 | Bloomenergy | 2024 Proxy Statement |
Executive Change in Control and Severance Arrangements During 2021, the Compensation Committee reviewed our approach to executive severance in the context of market practice and our compensation objectives.
The Compensation Committee considers maintaining a stable and effective management team to be essential to protecting the best interests of Bloom Energy and its stockholders. Accordingly, during 2021, we have entered into CiCChange in Control and Severance Agreements with certain of our executive officers, including each of our named executive officers,NEOs, to encourage their continued attention, dedication, and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility or occurrence of a change of control of Bloom Energy. In addition to the change-in-control payments
The Change in Control and benefits discussed above, the CiCSeverance Agreements applicable to our named executive officersNEOs include severance benefits for a termination outside of a change-in-controlchange of control in order to promote continued attention, dedication, and continuity of the members of our senior management team, including our named executive officers,NEOs, and enable us to continue to recruit talented senior executive officers. However, all of our named executive officersNEOs are employed on an at-will basis, with no fixed term of employment. Details of the change-in-control and severance benefits included in the CiC Change in Control and Severance Agreements for our named executive officersNEOs are described in detail below under “Potential Payments on Termination or Change in Control.Control.” We maintain a qualified 401(k) retirement savings plan that allows eligible participants to defer up to 60% of eligible compensation, subject to applicable annual limits in the Internal Revenue Code, as amended (the “Code”).Code. We do not match any contributions made by our employees, including executives, but have the discretion to do so. To help ensure a strong alignment between our executives and stockholderdirectors and our stockholders’ interests, we have adopted an equity ownership policy. We require the members of the Board and executive management team to have an equity ownership interest in accordance with the following schedule by the fifth anniversary of becoming subject to these guidelines: | | | | | | | Position | Position | | Target Dollar Value (as a multiple of base salary) | | | CEO | CEO | | 4x annual base salary | | | CFO | CFO | | 1.5x annual base salary | | | Other Executive Officers Reporting to CEO | | 1.5x annual base salary | | | Non-Employee Directors | | 4x annual cash retainer for Board service | |
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Executive Compensation
Shares that count towards satisfaction of this policy include: (i) shares of Class A Common Stockcommon stock that are owned outright by himthe officer or hernon-employee director or his or her immediate family members residing in the same household; (ii) shares held in trust for the benefit of the executive officer or non-employee director or his or her family; and (iii) RSUs that have vested but been deferred under the Deferred Compensation Plan; and (iv) shares of Class B common stock that are owned outright and that are convertible into our Class A common stock.Plan. Prior to the compliance date or until the target dollar value is achieved, and separate from any other post-vest holding requirement that may be imposed for any specific award, (i) each executive officer subject to the guidelines must retain 85% of all net settled shares received from the vesting, delivery, or exercise of equity awards granted under our equity award plans or programs and (ii) each non-employee director must retain 100% of all net settled shares received from the vesting, delivery, or exercise of equity awards granted under our equity award plans or programs. For purposes of the guidelines, net settled shares means all shares remaining after the sale of shares by the executive officer or non-employee director to pay any taxes due with respect to the shares received and, in the case of options, the exercise price, and all applicable transaction costs. All directors and officers are in compliance with the stock ownership policy or still have time to achieve compliance. Equity Awards and Grant Administration The Board has designated the Compensation Committee as the administrator of the Company’s 2018 Equity Incentive Plan (“2018(the “2018 Plan”). The Compensation Committee, among other things, selects award recipients under the 2018 Plan, approves the form of grant agreements, determines the terms and restrictions applicable to the equity awards, and adopts sub-plans for particular locations, if and as required. The exercise price of all stock options granted under our equity plans is the closing price of our Class A common stock on the date of grant. In accordance with the 2018 Plan, the Compensation Committee has delegated to our CEO and Chairman the authority to approve a capped number of routine equity grants such as new hire grants,new-hire, annual, retention, and promotion grants.grants to employees other than executive officers within the parameters of the annual budget approved by the Compensation Committee. Equity awards approved by Mr. Sridhar are granted on the 15th (or | | | | | | | | Bloomenergy | 2024 Proxy Statement | 69 |
15th day (or the first trading day thereafter) of each month. Because we believe equity awards are an important part of our compensation program, we also grant equity awards on an annual basis to key employees, including our executive officers. The Compensation Committee generally approves these annual equity grants in April of each year. In addition, the Compensation Committee may consider additional grants to key employees for retention purposes on an ad hoc basis. Policy
Policies on Recoupment and Forfeiture of Incentive Compensation The Board has adopted two clawback policies: a Clawback Policy,non-discretionary policy that applies to Section 16 officers and our Chief Accounting Officer and a discretionary policy that applies to Vice Presidents and above. The non-discretionary policy provides that the Board, with limited exceptions for impracticability, will require the return, repayment, or forfeiture of any cash or equity-based incentive compensation, whether vested or unvested, that was paid to our current or former Section 16 officers and our Chief Accounting Officer during the three completed fiscal years immediately preceding the date on which we restate our financial statements, regardless of fault, that exceeds the amounts that would have been received if determined or calculated based on the restated financial results. The discretionary policy provides for the Board, in its sole discretion, to require the return, repayment, or forfeiture of any cash or equity-based incentive compensation, whether vested or unvested, to our current or former principal executive officer, principal financial officer, principal accounting officeremployees at or any Executiveabove the Vice President level during the three completed fiscal years immediately preceding the date on which we restate our financial statements, if: ● | the payment or award was made or granted based wholly or in part upon the attainment of a company financial reporting measure that is the subject of the restatement; | | | ● | the Board determines that the individual participated in fraud, intentional misconduct or gross negligence that caused or contributed to the material error that led to the restatement; and | | | ● | the Board determines that a lower payment or award would have been made or granted to the individual based upon the corrected financial results. |
•the payment or award was made or granted based wholly or in part upon the attainment of a company financial reporting measure that is the subject of the restatement; •the Board determines that the individual participated in fraud, intentional misconduct, or gross negligence that caused or contributed to the material error that led to the restatement; and •the Board determines that a lower payment or award would have been made or granted to the individual based on the corrected financial results. In addition to the above, the Board may, in its sole discretion, require the forfeiture of any unpaid cash or equity-based incentive compensation award made or granted, whether vested (but unexercised) or unvested, to the above-listed individuals if they are terminated from their employment for “cause” or have engaged in any conduct that results in material harm to Bloom’s business or reputation or that of any of its affiliates. When the SEC adopts final clawback policy rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we will review our Clawback Policy and conform provisions, if and as necessary, to comply with such rules.
Following the enactment of the Tax Cuts and Jobs Act, compensation in excess of $1 million earned by our executive officers who are subject to Section 162(m) of the Code is not deductible. The Compensation Committee has the discretion to approve, and we will continue to pay, compensation that will not be deductible for federal income tax purposes. Consistent with our compensation philosophy, we currently expect that we will continue to structure our executive compensation program so that a significant portion of total executive compensation is linked to the performance of Bloom.Bloom Energy. | 2022 PROXY STATEMENT | 61 | | | | | | | Compensation Committee Report | | |
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Compensation Committee Report
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Submitted by the following members of the Compensation Committee: Scott Sandell
Jeffrey Immelt (Chair)
John T. Chambers
Jeffrey Immelt | 62 | | | | | | | | 70 | Bloomenergy | 2024 Proxy Statement |
2023 Summary Compensation Table The following table presents summary information regarding the total compensation earned by our CEO, CFO, and the threetwo additional most highly compensated executive officers serving as of the last day of the year and two former executive officers (together, our “named executive officers” or “NEOs”) for service to us during 20212023 and, to the extent required by SEC executive compensation disclosure rules, 20202022 and 2019.| | Name and Principal
Position | | Fiscal
Year | | Salary
($) | | Bonus
($) | | Stock
Awards
($)(1) | | Option
Awards
($)(2) | | Non-Equity
Incentive Plan
Compensation
($)(3) | | All Other
Compensation
($) | | Total
($) | | | | KR Sridhar
Founder and Chief
Executive Officer | | 2021 | | 700,000 | | 1,000,000 | (4) | 31,628,000 | | — | | 882,000 | | — | | 34,210,000 | | | | | 2020 | | 646,000 | | — | | 5,175,000 | | — | | 1,027,915 | | — | | 6,848,915 | | | | | 2019 | | 637,654 | | 1,000,000 | (5) | 2,499,996 | | 2,169,962 | | 626,153 | | — | | 6,633,765 | | | | Gregory Cameron
EVP and Chief
Financial Officer | | 2021 | | 600,000 | | — | | 5,203,536 | | — | | 630,000 | | 150,000 | (6) | 6,583,536 | | | | | 2020 | | 397,692 | (7) | 200,000 | (8) | 1,680,000 | | 944,000 | | 564,381 | (9) | 25,000 | (8) | 3,811,073 | | | | | | | | | | | | | | | | | | | | | | | Swaminathan
Venkataraman
EVP of Engineering and Chief Technology Officer | | 2021 | | 470,000 | | — | | 4,043,568 | | — | | 282,000 | | — | | 4,795,508 | | | | | 2020 | | 426,400 | | — | | 1,318,500 | | — | | 334,672 | | — | | 2,079,572 | | | | | 2019 | | 421,985 | | 200,000 | (10) | 599,996 | | 809,952 | | 242,888 | | — | | 2,239,104 | | | | Glen Griffiths
EVP, Operations and Services, Quality,
Reliability and EH&S(11) | | 2021 | | 425,000 | | — | | 4,599,162 | | — | | 334,688 | | — | | 5,358,850 | | | | Guillermo Brooks
EVP, Sales-Americas(12) | | 2021 | | 226,577 | | 100,000 | (13) | 3,931,000 | | — | | 241,507 | (14) | — | | 4,499,084 | | | | | | | | | | | | | | | | | | | | | | | | (1) The amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to our named executive officers, if applicable, as computed in accordance with ASC 718. See Notes 2 and 10 of the notes to our consolidated financial statements contained in our 2021 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. (2) The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive officers, if applicable, as computed in accordance with ASC 718. See Notes 2 and 10 of the notes to our consolidated financial statements contained in our 2021 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. (3) All amounts paid pursuant to our non-equity incentive plan in the year earned. (4) Mr. Sridhar was awarded a discretionary bonus. For additional information regarding this bonus, please see the section entitled “Principal Elements of Compensation—Cash Bonus Program” in the Compensation Discussion and Analysis above. (5) The amount shown for Mr. Sridhar for 2019 reflects a $1,000,000 cash bonus paid upon the filing with the SEC in March 2019 of our Annual Report on Form 10-K for the year ended December 31, 2018. (6) Mr. Cameron received a relocation bonus of $150,000. (7) Mr. Cameron was appointed EVP and Chief Financial Officer as of April 1, 2020. Mr. Cameron’s annual base salary was set at $550,000. (8) Mr. Cameron received a sign-on bonus of $200,000 and a travel expense allowance of $25,000. (9) For 2020, Mr. Cameron’s prorated annual target bonus opportunity was fully guaranteed at 100% and he was eligible to receive up to 1.5 times target for overachievement. (10) The amount shown for Mr. Venkataraman for 2019 reflects a $200,000 cash bonus paid upon the achievement of certain operational metrics, which were fully achieved. (11) Mr. Griffiths was not a named executive officer in 2020 or 2019, so earlier period compensation has not been included. (12) Mr. Brooks was appointed EVP, Sales-Americas as of June 10, 2021. Mr. Brooks’ annual base salary was set at $430,000. (13) Mr. Brooks received a sign-on bonus of $100,000. (14) As part of his offer letter, Mr. Brooks’ 2021 bonus opportunity was guaranteed at a minimum of 100% of target and pro-rated based on his hire date of June 10, 2021. Mr. Brooks was eligible to earn up to 1.5 times his prorated target bonus. | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Fiscal Year | Salary
($) | Bonus
($) | | Stock Awards ($)(1) | | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | | Total
($) | KR Sridhar Founder, Chairman and Chief Executive Officer | 2023 | 813,846 | | — | | | — | | | 863,460 | | 26,702 | | 1,704,008 | | | 2022 | 761,654 | | — | | | 1,000,014 | | (4) | 850,080 | | 20,500 | | | 2,632,248 | | | 2021 | 700,000 | | 1,000,000 | | (4) | 31,628,000 | | | 882,000 | | — | | | 34,210,000 | | Gregory Cameron President and Chief Financial Officer | 2023 | 693,846 | | — | | | 4,700,001 | | | 567,000 | | 26,702 | | | 5,987,549 | | | 2022 | 644,038 | | — | | | 5,260,826 | | (5) | 598,000 | | 21,392 | |
| 6,524,256 | | | 2021 | 600,000 | | — | | | 5,203,536 | | (6) | 630,000 | | 150,000 | | (7) | 6,583,536 | | Guillermo (Billy) Brooks former EVP, Sales - Americas (8) | 2023 | 473,677 | | — | | | 1,809,583 | | | — | | 24,387 | | | 2,307,647 | | | 2022 | 447,616 | | — | | | 1,535,720 | |
| 450,000 | | 10,354 | | | 2,443,690 | | | 2021 | 226,577 | | 100,000 | | (11) | 3,931,000 | | (6) | 241,507 (12) | — | | | 4,499,084 | | Glen Griffiths former EVP, Quality, Reliability, and EH&S(9) | 2023 | 193,423 | | — | | | — | | | — | | 6,516 | | | 199,939 | | | 2022 | 464,635 | | — | | | 5,287,499 | | (5) | 207,552 | | 15,900 | | | 5,975,586 | | | 2021 | 425,000 | | — | | | 4,599,162 | | | 334,688 | | — | | | 5,358,850 | | Sharelynn Moore former EVP, Chief Business Development and Marketing Officer(10) | 2023 | 352,077 | | — | | | 2,110,409 | | | — | | 26,540 | | | 2,489,026 | | | 2022 | 464,635 | | — | | | 2,837,718 | | (5) | 259,440 | | 21,095 | | | 3,582,888 | | Shawn M. Soderberg Chief Legal Officer and Corporate Secretary | 2023 | 509,462 | | — | | | 2,110,409 | | | 292,005 | | 11,744 | | | 2,923,620 | | | 2022 | 464,635 | | — | | | 2,878,799 | | (5) | 259,440 | | 10,500 | | | 3,613,374 | | | 2021 | 425,000 | | — | | | 3,664,812 | | (6) | 267,750 | | — | | | 4,357,562 | |
(1)The amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs, if applicable, as computed in accordance with ASC 718. See Notes 2 and 9 of the notes to our consolidated financial statements contained in our 2023 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. For the PSU awards granted in 2023, the grant date fair value assuming maximum performance is achieved is $6,993,176 for Mr. Cameron, $2,139,920 for Mr. Brooks, $2,492,590 for Ms. Moore, and $2,492,590 for Ms. Soderberg. (2)All amounts paid pursuant to our non-equity incentive plan in the year earned. (3)Other Compensation in 2023 includes executive health memberships for the officers and their dependents and long-term disability insurance premiums of less than $1,000 each. (4)Mr. Sridhar was awarded a discretionary bonus for outstanding Company success in 2021, 50% of which was paid in cash at the end of 2021 and 50% was paid in January 2022 in RSUs with one-year cliff vesting. (5)Includes the value of PSU awards in replacement of the 2021 PSU Awards based on the modification of the 2021 PSU Awards, including: $1,026,927 (51,970 shares) for Mr. Cameron, $1,368,439 for Mr. Griffiths (including $479,239 (24,253 shares) related to the 2021 PSU Award and $889,200 (45,000 shares) related to the additional 2021 Griffiths PSU Award), $438,158 (22,174 shares) for Ms. Moore, and $479,239 (24,253 shares) for Ms. Soderberg. See “Principal Elements of Compensation – Equity Compensation - Modification of Fiscal 2021 PSU Awards” in the Compensation Discussion and Analysis section of last year’s Proxy Statement. (6)Includes the value of the 2021 PSU Awards that never vested and either will never vest or were cancelled as a result of the modification and replacement of the 2021 PSU Awards in 2022, including $2,081,399 (51,970 shares) for Mr. Cameron, $2,773,583 for Mr. Griffiths (including $971,333 (24,253 shares) related to the 2021 PSU Award and $1,802,250 (45,000 shares) related to the additional 2021 Griffiths PSU Award), $888,069 (22,174 shares) for Ms. Moore, and $971,333 (24,253 shares) for Ms. Soderberg. See “Principal Elements of Compensation – Equity Compensation - Modification of Fiscal 2021 PSU Awards” in the Compensation Discussion and Analysis section of last year’s Proxy Statement. | 2022 PROXY STATEMENT | | | | | | | Bloomenergy | 2024 Proxy Statement | 6371 |
(7)Mr. Cameron received a relocation bonus of ContentsCOMPENSATION COMMITTEE REPORT
$150,000. (8)Mr. Brooks left the Company in January 2024. (9)Mr. Griffiths announced his retirement in February 2023 and left the Company in May 2023. (10)Ms. Moore was not a NEO in 2021, so earlier period compensation has not been included. Ms. Moore left the Company in September 2023. (11)Mr. Brooks received a sign-on bonus of $100,000. (12)As part of his offer letter, Mr. Brooks’ 2021 bonus opportunity was guaranteed at a minimum of 100% of target and pro-rated based on his hire date of June 10, 2021. Mr. Brooks was eligible to earn up to 1.5 times his prorated target bonus. 2023 Grants of Plan-Based Awards Table The following table presents, for each of our named executive officers,NEOs, information regarding 20212023 annual cash incentive compensation and equity awards granted during 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards | | Estimated Future Payouts
Under Equity
Incentive Plan Awards | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) | Grant Date
Fair Value
of Stock
Awards
($)(2) | | Grant Type(1) | Grant
Date | Threshold
($) | Target
($) | Maximum
($) | | Threshold
(#) | Target
(#) | Maximum
(#) | | KR Sridhar | ACI | — | 500,500 | | 1,001,000 | | 1,501,500 | | |
|
|
| | | Gregory Cameron | ACI | — | 325,000 | | 650,000 | | 975,000 | | |
|
|
| | | | RSU | 2/15/2023 |
|
|
| |
|
|
| 49,300 | | 1,203,413 | | | APSU | 7/11/2023 |
|
|
| | 8,250 | | 16,500 | | 33,000 | | | 291,555 | | | LPSU | 2/15/2023 |
|
|
| | 65,650 | | 131,300 | | 262,600 | | | 3,205,033 | | Billy Brooks | ACI | — | 225,000 | | 450,000 | | 675,000 | | |
|
|
| | | | RSU | 2/15/2023 |
|
|
| |
|
|
| 30,300 | | 739,623 | | | APSU | 7/11/2023 |
|
|
| | 3,200 | | 6,400 | | 12,800 | | | 113,088 | | | LPSU | 2/15/2023 |
|
|
| | 18,600 | | 39,200 | | 78,400 | | | 956,872 | | | Glen Griffiths | ACI | — | 141,000 | | 282,000 | | 423,000 | | | | | | | | Sharelynn Moore | ACI | — | 164,500 | | 329,000 | | 493,500 | | |
|
|
| | | | RSU | 2/15/2023 |
|
|
| |
|
|
| 35,400 | | 864,114 | | | APSU | 7/11/2023 |
|
|
| | 3,700 | | 7,400 | | 14,800 | | | 130,758 | | | LPSU | 5/15/2023 |
|
|
| | 22,850 | | 45,700 | | 91,400 | | | 1,115,537 | | Shawn Soderberg | ACI | — | 164,500 | | 329,000 | | 493,500 | | |
|
|
| | | | RSU | 2/15/2023 |
|
|
| |
|
|
| 35,400 | | 864,114 | | | APSU | 7/11/2023 |
|
|
| | 3,700 | | 7,400 | | 14,800 | | | 130,758 | | | LPSU | 2/15/2023 |
|
|
| | 22,850 | | 45,700 | | 91,400 | | | 1,115,537 | |
(1)ACI is annual cash incentive; RSU is restricted stock unit; APSU is annual performance share unit; and LPSU is long-term performance share unit. (2)The amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to our named executive officers during 2021.| | Name | | Grant
Date | |
Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards | |
Estimated Future Payouts
Under Equity
Incentive Plan Awards | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | Exercise
or
Base
Price of
Option
Awards
($/Sh) | | Grant Date
Fair Value
of Stock
and
Option
Awards
($)(1)(2) | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | KR Sridhar | | 1/26/2021 | | 420,000 | | 840,000 | (6) | 1,260,000 | | — | | — | | — | | — | | — | | — | | — | | | | | 5/12/2021 | | — | | — | | — | | — | | — | | — | | 400,000 | (3) | — | | — | | 7,724,000 | | | | | 5/12/2021 | | — | | — | | — | | 250,000 | (4) | — | | 1,000,000 | (4) | — | | — | | — | | 13,440,000 | | | | | 5/12/2021 | | — | | — | | — | | 300,000 | (5) | 600,000 | (5) | 1,800,000 | (5) | — | | — | | — | | 10,464,000 | | | | Gregory
Cameron | | 1/26/2021 | | 300,000 | | 600,000 | (6) | 900,000 | | — | | — | | — | | — | | — | | — | | — | | | | | 2/11/2021 | | — | | — | | — | | — | | — | | — | | 77,956 | (7) | — | | — | | 3,122,138 | | | | | 2/11/2021 | | — | | — | | — | | 12,992 | | 51,970 | (8) | 77,955 | (8) | — | | — | | — | | 2,081,398 | | | | Swaminathan
Venkataraman | | 1/26/2021 | | 141,000 | | 282,000 | (6) | 423,000 | | — | | — | | — | | — | | — | | — | | — | | | | | 2/11/2021 | | — | | — | | — | | — | | — | | — | | 38,978 | (7) | — | | — | | 1,561,069 | | | | | 2/11/2021 | | — | | — | | — | | — | | — | | — | | 36,000 | (9) | — | | — | | 1,441,800 | | | | | 2/11/2021 | | — | | — | | — | | 6,496 | | 25,985 | (8) | 38,977 | (8) | — | | — | | — | | 1,040,699 | | | | Glen Griffiths | | 1/26/2021 | | 127,500 | | 255,000 | (6) | 382,500 | | — | | — | | — | | — | | — | | — | | — | | | | | 2/11/2021 | | — | | — | | — | | — | | — | | — | | 36,379 | (7) | — | | — | | 1,456,979 | | | | | 2/11/2021 | | — | | — | | — | | 6,063 | | 24,253 | (8) | 36,379 | (8) | — | | — | | — | | 971,333 | | | | | 2/11/2021 | | — | | — | | — | | 22,500 | | 45,000 | (10) | 67,500 | (10) | — | | — | | — | | 1,802,250 | | | | | 10/05/2021 | | — | | — | | — | | — | | — | | — | | 20,000 | (11) | — | | — | | 368,600 | | | | Guillermo
Brooks | | 6/10/2021 | | 241,507 | (12) | 241,507 | (6) | 362,260 | | — | | — | | — | | — | | — | | — | | — | | | | | 7/20/2021 | | — | | — | | — | | — | | — | | — | | 100,000 | (13) | — | | — | | 2,088,000 | | | | | 10/05/2021 | | — | | — | | — | | — | | 100,000 | (14) | 100,000 | (14) | — | | — | | — | | 1,843,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 72 | (1)The amounts reported represent the aggregate grant date fair value of stock options, RSUsBloomenergy | 2024 Proxy Statement
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stockholder Proposals and 10 of the notes to our consolidated financial statements contained in the 2021 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards.(2)The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive officers, if applicable, as computed in accordance with ASC 718. See Notes 2 and 10 of the notes to our consolidated financial statements contained in the 2021 Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards.
(3)The RSUs will vest in equal installments on each of the first five anniversaries of the vesting commencement date, which is May 12, 2021, subject to the employee’s continued service through each applicable vesting date.
(4)This award of PSUs can be earned based on the performance of our achievement of progressive stock price hurdles. For additional information regarding these PSUs, please see the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – CEO Awards” in the Compensation Discussion and Analysis above.
(5)This award of PSUs can be earned based on the performance of our achievement of goals established for the compound annual growth rates of our revenue and gross margin. The number of shares issuable may be up to three times the target number based on performance. For additional information regarding these PSUs, please see the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – CEO Awards” in the Compensation Discussion and Analysis above.
(6)The non-equity incentive plan payout is based on achievement of certain financial metrics and individual performance. Each participant was eligible to earn up to 1.5 times his or her target bonus. The plan is measured and administered twice (two eligible payouts per year – after the first half of 2021 and the after the second half of 2021). For additional information regarding the annual bonus program in 2021, please see the section entitled “Principal Elements of Compensation—Non-Equity Incentive Plan” in the Compensation Discussion and Analysis above. Mr. Brooks’ payout is pro-rated based on his start date.
(7)One-third of this award of RSUs will vest on February 15, 2022, and the remainder will vest as to 1/12th of the remaining shares quarterly thereafter, subject to the employee’s continued service through each applicable vesting date.
(8)This award of PSUs can be earned based on the performance of our achievement of a gross margin target and cash flow from operations. Each person is eligible to earn up to a maximum of 1.5 times the target number of shares. For additional information regarding these PSUs in 2021, please see the section entitled “Principal Elements of Compensation—Equity Compensation” in the Compensation Discussion and Analysis above.
(9)100% this award of RSUs shall vest on December 31, 2022, subject to his continuous service through the vesting date
(10)This award of PSUs can be earned based on the performance of our achievement of service business profitability for 2021, 2022 and 2023. Mr. Griffiths is eligible to earn up to a maximum of 1.5 times the target number of shares. For additional information regarding these PSUs in 2021, please see the section entitled “Principal Elements of Compensation—Equity Compensation” in the Compensation Discussion and Analysis above.
Nominations | | | | | | | |
| 64 |
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COMPENSATION COMMITTEE REPORT
| | (11)These RSUs vest over two years, with 50% on September 15, 2022 and 50% on September 15, 2023.
(12)For 2021 and 2022, Mr. Brooks’ prorated annual target bonus opportunity is fully guaranteed at 100%.
(13)These RSUs vest one-fourth on the one-year anniversary of July 15, 2021 and the remaining shares vest in equal quarterly installments thereafter over the next three years, subject to the employee remaining a service provider on each applicable vesting date.
(14)These PSUs can be earned based on the performance of our achievement of certain bookings and backlog targets. For additional information regarding these PSUs granted to Mr. Brooks in 2021 in connection with his new hire package, please see the section entitled “Principal Elements of Compensation—Equity Compensation—Guillermo Brooks—Equity” in the Compensation Discussion and Analysis above.
| | | | | | | | | | | | | | | | | | | | | | |
Table of Contents
COMPENSATION COMMITTEE REPORT
20212023 Outstanding Equity Awards at Fiscal Year-End
The following table presents, for each of our named executive officers,NEOs, information regarding outstanding equity awards held as of December 31, 2021. | | | | | | | Option Awards | | Stock Awards | | | | Name | | Grant
Date(1) | | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Option
Exercise
Price
($)(2) | | Option
Expiration
Date | | Number of
Unearned
Shares
That Have
Not Vested
(#) | | Market or
Payout
Value
of Unearned
Shares That
Have Not
Vested ($)(3) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have Not
Vested
(#) | | Equity
Incentive Plan
Awards:
Market or
Payout Value
or Unearned
Shares, Units
or Other
Rights
That Have Not
Vested
($)(3) | | | | KR Sridhar | | 8/2/2012 | (4) | | 733,333 | | — | | 30.35 | | 8/1/2022 | | — | | — | | — | | — | | | | | | 9/11/2015 | (4) | | 266,667 | | — | | 30.89 | | 9/10/2025 | | — | | — | | — | | — | | | | | | 5/11/2017 | (4) | | 884,509 | | — | | 30.96 | | 5/10/2027 | | — | | — | | — | | — | | | | | | 7/24/2018 | (5) | | 266,680 | | 133,320 | | 15.00 | | 7/23/2028 | | — | | — | | — | | — | | | | | | 2/15/2019 | (6) | | 151,966 | | 69,077 | | 11.31 | | 2/14/2029 | | — | | — | | — | | — | | | | | | 2/15/2019 | (7) | | — | | — | | — | | — | | 69,077 | | 1,514,859 | | — | | — | | | | | | 8/8/2019 | (6) | | 136,893 | | 62,225 | | 8.92 | | 8/7/2029 | | — | | — | | — | | — | | | | | | 7/2/2020 | (8) | | — | | — | | — | | — | | 125,007 | | 2,741,404 | | — | | — | | | | | | 7/2/2020 | (9) | | — | | — | | — | | — | | — | | — | | 244,998 | | 5,372,806 | | | | | | 5/12/2021 | (10) | | — | | — | | — | | — | | 400,000 | | 8,772,000 | | — | | — | | | | | | 5/12/2021 | (11) | | — | | — | | — | | — | | — | | — | | 1,000,000 | | 21,930,000 | | | | | | 5/12/2021 | (12) | | — | | — | | — | | — | | — | | — | | 600,000 | | 13,158,000 | | | | Gregory
Cameron | | 4/14/2020 | (13) | | 83,333 | | 116,667 | | 7.30 | | 4/13/2030 | | — | | — | | — | | — | | | | | 6/9/2020 | (14) | | — | | — | | — | | — | | — | | — | | 266,640 | | 5,847,415 | | | | | 2/11/2021 | (15) | | — | | — | | — | | — | | 77,956 | | 1,709,575 | | — | | — | | | | | 2/11/2021 | (16) | | — | | — | | — | | — | | — | | — | | 51,970 | | 1,139,702 | | | | Swaminathan
Venkataraman | | 2/6/2014 | (4) | | 50,000 | | — | | 30.81 | | 2/5/2024 | | — | | — | | — | | — | | | | | 9/11/2015 | (4) | | 46,667 | | — | | 30.89 | | 9/10/2025 | | — | | — | | — | | — | | | | | 10/03/2016 | (4) | | 46,667 | | — | | 30.96 | | 10/02/2026 | | — | | — | | — | | — | | | | | 7/24/2018 | (5) | | 37,774 | | 44,440 | | 15.00 | | 7/23/2028 | | — | | — | | — | | — | | | | | | 10/16/2018 | (17) | | 30,000 | | 20,000 | | 27.18 | | 10/15/2028 | | — | | — | | — | | — | | | | | | 10/16/2018 | (18) | | — | | — | | — | | — | | 20,000 | | 438,600 | | — | | — | | | | | | 2/15/2019 | (6) | | 9,947 | | 16,579 | | 11.31 | | 2/14/2029 | | — | | — | | — | | — | | | | | | 2/15/2019 | (7) | | — | | — | | — | | — | | 16,579 | | 363,577 | | — | | — | | | | | | 7/16/2019 | (6) | | 9,507 | | 15,845 | | 12.00 | | 7/15/2029 | | — | | — | | — | | — | | | | | | 11/11/2019 | (19) | | 20,667 | | 20,667 | | 5.50 | | 11/10/2029 | | — | | — | | — | | — | | | | | | 6/12/2020 | (8) | | — | | — | | — | | — | | 52,495 | | 1,151,215 | | — | | — | | | | | | 6/12/2020 | (9) | | — | | — | | — | | — | | — | | — | | 44,100 | | 967,113 | | | | | | 2/11/2021 | (15) | | — | | — | | — | | — | | 38,978 | | 854,788 | | — | | — | | | | | | 2/11/2021 | (20) | | — | | — | | — | | — | | 36,000 | | 789,480 | | — | | — | | | | | | 2/11/2021 | (16) | | — | | — | | — | | — | | — | | — | | 25,985 | | 569,851 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | Name | Grant Date(1) | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | Option
Exercise
Price
($)(2) | Option
Expiration
Date | | Number
of Shares
or Units of
Stock That
Have
Not
Vested
(#) | Market or
Payout
Value
of Shares
or Units of
Stock That
Have Not
Vested ($)(3) | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
(#) | Equity
Incentive Plan
Awards:
Market or
Payout Value
or Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
($)(3) | KR Sridhar | 9/11/2015 | | 266,667 | | — | | 30.89 | | 9/10/2025 | | — | | — | | — | | — | | | 5/11/2017 | | 884,509 | | — | | 30.96 | | 5/10/2027 | | — | | — | | — | | — | | | 7/24/2018 | | 400,000 | | — | | 15.00 | | 7/23/2028 | | — | | — | | — | | — | | | 2/15/2019 | | 221,043 | | — | | 11.31 | | 2/14/2029 | | — | | — | | — | | — | | | 8/8/2019 | | 199,118 | | — | | 8.92 | | 8/7/2029 | | — | | — | | — | | — | | 5/12/2021 | (4) | — | | — | | — | | — | | 240,000 | | 3,552,000 | | — | | — | | | 5/12/2021 | (5) | — | | — | | — | | — | | — | | — | | 1,000,000 | | 14,800,000 | | | 5/12/2021 | (6 ) | — | | — | | — | | — | | — | | — | | 450,000 | | 6,660,000 | | Gregory
Cameron | 4/14/2020 | (7) | 183,333 | | 66,667 | | 7.30 | | 4/13/2030 | | — | | — | | — | | — | | | 2/11/2021 | (8) | — | | — | | — | | — | | 6,497 | | 96,156 | | — | | — | | | 2/11/2021 | (9) | — | | — | | — | | — | | — | | — | | 34,647 | | 512,776 | | | 1/14/2022 | (10) | — | | — | | — | | — | | 45,885 | | 679,098 | | — | | — | | | 1/14/2022 | (11) | — | | — | | — | | — | | 48,942 | | 724,342 | | — | | — | | | 2/16/2022 | (9) | — | | — | | — | | — | | — | | — | | 17,324 | | 256,395 | | | 2/15/2023 | (13) | — | | — | | — | | — | | 49,300 | | 729,640 | | | | | 2/15/2023 | (14) | — | | — | | — | | — | | — | | — | | 131,300 | | 1,943,240 | | | 7/11/2023 | (15) | — | | — | | — | | — | | — | | — | | 16,500 | | 244,200 | |
| 66 | | | | | | | Bloomenergy | 2024 Proxy Statement | |
Table of Contents
COMPENSATION COMMITTEE REPORT
| | | | | | | Option Awards | | Stock Awards | | | | Name | | Grant
Date(1) | | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Option
Exercise
Price
($)(2) | | Option
Expiration
Date | | Number of
Unearned
Shares
That Have
Not Vested
(#) | | Market or
Payout
Value
of Unearned
Shares That
Have Not
Vested ($)(3) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have Not
Vested
(#) | | Equity
Incentive Plan
Awards:
Market or
Payout Value
or Unearned
Shares, Units
or Other
Rights
That Have Not
Vested
($)(3) | | | | Glen Griffiths | | 2/12/2015 | (4) | | 110,000 | | — | | 30.81 | | 2/11/2025 | | — | | — | | — | | — | | | | | | 10/03/2016 | (4) | | 20,000 | | — | | 30.89 | | 9/10/2025 | | — | | — | | — | | — | | | | | | 7/21/2017 | (4) | | 13,333 | | — | | 30.96 | | 7/20/2027 | | — | | — | | — | | — | | | | | | 7/24/2018 | (4) | | 23,334 | | — | | 15.00 | | 7/23/2028 | | — | | — | | — | | — | | | | | | 7/24/2018 | (5) | | 66,670 | | 33,330 | | 15.00 | | 7/23/2028 | | — | | — | | — | | — | | | | | | 2/15/2019 | (6) | | 21,275 | | 9,671 | | 11.31 | | 2/14/2029 | | — | | — | | — | | — | | | | | | 2/15/2019 | (7) | | — | | — | | — | | — | | 9,671 | | 212,085 | | — | | — | | | | | | 7/16/2019 | (6) | | 20,334 | | 9,243 | | 12.00 | | 7/15/2029 | | — | | — | | — | | — | | | | | | 11/11/2019 | (19) | | — | | 17,334 | | 5.50 | | 11/10/2029 | | — | | — | | — | | — | | | | | | 6/12/2020 | (8) | | — | | — | | — | | — | | 34,997 | | 767,484 | | — | | — | | | | | | 6/12/2020 | (9) | | — | | — | | — | | — | | — | | — | | 29,400 | | 644,742 | | | | | | 2/11/2021 | (15) | | — | | — | | — | | — | | 36,379 | | 797,791 | | — | | — | | | | | | 2/11/2021 | (16) | | — | | — | | — | | — | | — | | — | | 24,253 | | 531,868 | | | | | | 2/11/2021 | (21) | | — | | — | | — | | — | | — | | — | | 45,000 | | 986,850 | | | | | | 10/05/2021 | (22) | | — | | — | | — | | — | | 20,000 | | 438,600 | | — | | — | | | | Guillermo
Brooks | | 7/20/2021 | (23) | | — | | — | | — | | — | | 100,000 | | 2,193,000 | | — | | — | | | | | 10/3/2016 | (24) | | — | | — | | — | | — | | — | | — | | 100,000 | | 2,193,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) All of the outstanding equity awards described in the footnotes below are granted under the 2002 Stock Plan (“2002 Plan”), 2012 Equity Incentive Plan (“2012 Plan”) and 2018 Plan. (2) This column represents the fair market value of a share of Class A or Class B common stock on the date of grant. (3) Represents the fair market value of the shares underlying the RSUs and PSUs as of December 31, 2021, based on the closing price of our Class A common stock of $21.93 per share as reported on the NYSE. This value assumes that the fair market value of the Class B common stock underlying the RSUs, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of the Class A common stock. (4) These stock options are fully vested. (5) These stock options vest in three equal annual installments commencing on the second, third and fourth anniversaries of July 25, 2018, so that the entire grant is fully vested on the fourth-year anniversary of July 25, 2018, subject to the employee remaining a service provider on each applicable vesting date. (6) These stock options vest one-fourth on the one-year anniversary of February 15, 2019, and the remaining shares vest in equal quarterly installments thereafter over the next three years, subject to the employee remaining a service provider on each applicable vesting date. (7) These RSUs vest one-fourth on the one-year anniversary of February 15, 2019, and the remaining shares vest in equal quarterly installments thereafter over the next three years, subject to the employee remaining a service provider on each applicable vesting date. (8) These RSUs vest one-third on the one-year anniversary of June 15, 2020, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to each employee remaining a service provider on each applicable vesting date. (9) These PSUs were earned subject to the achievement of certain financial performance criteria during the performance period. The performance criteria as determined by the Compensation Committee on February 11, 2021 were fully met, which resulted in a payout of 1.47 times the target. The PSUs shall vest annually over three years, with a third of the PSUs vesting on February 15, 2021, another third on February 15, 2022 and the remaining third on February 15, 2023, subject to the employee remaining a service provider on each applicable vesting date. (10) These RSUs vest one-fifth on the one-year anniversary of May 12, 2021 and the remaining shares vest in equal one-fifth installments thereafter over the next four years, subject to the employee remaining a service provider on each applicable vesting date. (11) These PSUs are divided into four equal tranches where performance will be deemed achieved in the event our average closing price for a 30-day period exceeds a stock price hurdle (as a multiple of our 30-day trailing average closing stock price on the grant date) prior to the expiration date for the tranche. For additional information regarding these PSUs granted to our CEO in 2021, please see the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – CEO Awards” in the Compensation Discussion and Analysis above. (12) These PSUs can be earned based on the performance of our achievement of certain financial targets related to revenue and gross margin, for each of fiscal years 2022 through 2025. For additional information regarding these PSUs granted to our CEO in 2021, please see the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – CEO Awards” in the Compensation Discussion and Analysis above. (13) These stock options vest one-fourth on the one-year anniversary of April 1, 2020, and the remaining options vest 1/48th per month for the next three years subject to the employee remaining a service provider on each applicable vesting date. | | | | | |
Table of Contents
COMPENSATION COMMITTEE REPORT
| | (14)These PSUs were earned subject to the achievement of certain financial performance criteria during the performance period related to the refinancing of certain outstanding convertible notes
| | | | | | Stockholder Proposals and the remaining third on March 15, 2023, subject to the employee remaining a service provider on each applicable vesting date.(15)These RSUs vest one-third on the one-year anniversary of February 15, 2021, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to the employee remaining a service provider on each applicable vesting date.
(16)These PSUs can be earned based on the performance of our achievement of certain financial targets related to non-GAAP gross margin and cash flow from operations for 2021. For additional information regarding these PSUs granted to our named executive officers in 2021, please see the section entitled “Principal Elements of Compensation—Equity Compensation-Performance-based Stock Unit Awards” in the Compensation Discussion and Analysis above. The performance criteria were partially met, which resulted in a payout of 75% of the target. The PSUs shall vest annually over three years, with a third of the PSUs vesting on March 15, 2022, another third on March 15, 2023 and the remaining third on March 15, 2024, subject to Reporting Person remaining a service provider on each applicable vesting date.
(17)These stock options vest annually over five years commencing on the one-year anniversary of October 16, 2018.
(18)These RSUs vest annually over five years commencing on the one year-anniversary of October 16, 2018.
(19)These stock options will vest as follows: if our stock price reaches $8 (calculated based on a 30-day average) on or before November 22, 2020, one-third of the options vest on November 11, 2020. If the stock price reaches $8 after November 11, 2020 but before November 11, 2024, one-third of the options vest on the date the share price reaches $8. If the stock price reaches $11 on or before November 11, 2021, one-third of the options vest on November 11, 2021. If the stock price reaches $11 after November 11, 2021 but before November 11, 2024, one-third of the options vest on the date the share price reaches $11. If the stock price reaches $14 on or before November 11, 2022, one-third of the options vest on November 11, 2022. If the stock price reaches $14 by November 11, 2022 but before November 11, 2024, one-third of the options vest on the date the price reaches $14. If the stock price does not reach $14 by November 11, 2024, one-third of the options shall be canceled. Any stock options that have not vested by November 11, 2024 shall be canceled.
(20)These RSUs vest as to 100% of the shares on December 31, 2022, subject to the employee remaining a service provider on the vesting date.
(21)These PSUs can be earned based on the performance of our achievement of certain services profitability targets. For additional information regarding these PSUs granted to Mr. Griffiths in 2021 in connection with his new hire package, please see the section entitled “Principal Elements of Compensation—Equity Compensation—Glen Griffiths” in the Compensation Discussion and Analysis above.
(22)These RSU vest 50% on September 15, 2022 and 50% on September 15, 2023.
(23)These RSUs vest one-fourth on the one-year anniversary of July 15, 2021, and the remaining shares vest in equal quarterly installments thereafter over the next three years, subject to the employee remaining a service provider on each applicable vesting date.
(24)These PSUs can be earned based on the performance of our achievement of certain bookings and backlog targets. For additional information regarding these PSUs granted to Mr. Brooks in 2021 in connection with his new hire package, please see the section entitled “Principal Elements of Compensation—Equity Compensation—Guillermo Brooks—Equity” in the Compensation Discussion and Analysis above.
Nominations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | Name | Grant Date(1) | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | Option
Exercise
Price
($)(2) | Option
Expiration
Date | | Number
of Shares
or Units of
Stock That
Have
Not
Vested
(#) | Market or
Payout
Value
of Shares
or Units of
Stock That
Have Not
Vested ($)(3) | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
(#) | Equity
Incentive Plan
Awards:
Market or
Payout Value
or Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
($)(3) | Billy Brooks | 7/20/2021 | | — | | — | | — | | — | | 43,750 | | 647,500 | | — | | — | | | 10/02/2021 | | — | | — | | — | | — | | — | | — | | 33,000 | | 488,400 | | | 1/14/2022 | (10) | — | | — | | — | | — | | 21,178 | | 313,434 | | — | | — | | | 1/14/2022 | (11) | — | | — | | — | | — | | 22,588 | | 334,302 | | — | | — | | | 2/15/2023 | (13) | — | | — | | — | | — | | 30,300 | | 448,440 | | — | | — | | | 2/15/2023 | (14) | — | | — | | — | | — | | — | | — | | 39,200 | | 580,160 | | | 7/11/2023 | | — | | — | | — | | — | | — | | — | | 6,400 | | 94,720 | | Shawn M. Soderberg | 1/4/2016 | | 106,912 | | — | | 30.89 | | 1/14/2026 | | — | | — | | — | | — | | | 10/3/2016 | | 20,000 | | — | | 30.96 | | 10/3/2026 | | — | | — | | — | | — | | | 7/24/2018 | | 20,000 | | — | | 15.00 | | 7/24/2028 | | — | | — | | — | | — | | | 8/10/2018 | | 100,000 | | — | | 27.65 | | 8/10/2028 | | — | | — | | — | | — | | | 2/15/2019 | | 38,903 | | — | | 11.31 | | 2/15/2029 | | — | | — | | — | | — | | | 7/16/2019 | | 37,183 | | — | | 12.00 | | 7/16/2029 | | — | | — | | — | | — | | | 11/11/2019 | | 56,000 | | — | | 5.50 | | 11/11/2029 | | — | | — | | — | | — | | | 2/11/2021 | (8) | — | | — | | — | | — | | 3,032 | | 44,874 | | — | | — | | | 2/11/2021 | (9) | — | | — | | — | | — | | — | | — | | 24,253 | | 358,944 | | | 4/16/2021 | (12) | — | | — | | — | | — | | 20,000 | | 296,000 | | — | | — | | | 1/14/2022 | (10) | — | | — | | — | | — | | 20,589 | | 304,717 | | — | | — | | | 1/14/2022 | (11) | — | | — | | — | | — | | 21,961 | | 325,023 | | — | | — | | | 2/16/2022 | (9) | — | | — | | — | | — | | — | | — | | 8,085 | | 119,658 | | | 2/15/2023 | (13) | — | | — | | — | | — | | 35,400 | | 523,920 | | — | | — | | | 2/15/2023 | (14) | — | | — | | — | | — | | — | | — | | 45,700 | | 676,360 | | | 7/11/2023 | (16) | — | | — | | — | | — | | — | | — | | 7,400 | | 109,520 | |
(1)All of the outstanding equity awards described in the footnotes below are granted under the 2012 Equity Incentive Plan (“2012 Plan”) and 2018 Plan. (2)This column represents the fair market value of a share of Class A common stock on the date of grant. (3)Represents the fair market value of the shares underlying the RSUs and PSUs as of December 31, 2023, based on the closing price of our Class A common stock of $14.80 per share as reported on the NYSE. (4)These RSUs vested one-fifth on the one-year anniversary of May 12, 2021 and the remaining shares vest in equal one-fifth installments thereafter over the next four years, subject to the employee remaining a service provider on each applicable vesting date. (5)These PSUs are divided into four equal tranches where performance will be deemed achieved in the event our average closing price for a 30-day period exceeds a stock price hurdle (as a multiple of our 30-day trailing average closing stock price on the grant date) prior to the expiration date for the tranche. For additional information regarding these PSUs granted to our CEO in 2021, please see the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – 2021 CEO Performance Award Outcomes in Fiscal 2023” in the Compensation Discussion and Analysis above. | | | | | | | | | 74 | | | | | | | | | | | | | | | | | | | | | Bloomenergy | 2024 Proxy Statement |
| 68 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(7)These stock options vested one-fourth on the one-year anniversary of April 1, 2020, and the remaining options vest in equal quarterly installments thereafter over the next three years, subject to the employee remaining a service provider on each applicable vesting date. (8)These RSUs vested one-third on the one-year anniversary of February 15, 2021, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to the employee remaining a service provider on each applicable vesting date. (9)The Compensation Committee originally granted this award of PSUs on February 11, 2021 that was eligible to vest based on achievement of non-GAAP gross margin and cash flow from operations goals over a one-year period, each weighted equally at 50% of target (the “2021 Annual PSU Awards”). The Company did not achieve the threshold level of achievement for either metric in 2021. However, in January 2022, the Compensation Committee approved a payout percentage equal to 75% of overall target for the 2021 Annual PSU Awards, reflecting the impact of an adjustment to the Company’s gross margin results approved by the Compensation Committee for purposes of determining achievement of the 2021 Annual PSU Awards due to the unanticipated, non-recurring global supply chain disruptions that negatively impacted the Company’s operating income by approximately $61 million during 2021. Since the adjustment was made after the end of the performance period, the modification approved by the Compensation Committee was effectively treated as a cancellation of each 2021 Annual PSU Award (with no shares having vested) and the grant of a new PSU award on February 16, 2022 for the same number of target shares as the 2021 Annual PSU Award and deemed immediately earned at an achievement level equal to 75% of the target number of shares. One-third of the new PSUs vested on March 15, 2022 and the remaining two-thirds of the earned PSUs vest in equal annual installments on the first and second anniversary date of the first vesting date, subject to the employee’s continued service through each applicable vesting date. (10)These RSUs vested one-third on the one-year anniversary of January 15, 2022, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to the employee remaining a service provider on each applicable vesting date. (11)These PSUs were earned subject to the achievement of certain financial targets related to non-GAAP gross margin and ending cash balances for 2022. The performance criteria as determined by the Compensation Committee on February 15, 2023 were achieved, which resulted in an overall payout of 1.05 times the target. The PSUs shall vest annually over three years, with a third of the PSUs having vested on February 15, 2023, another third vested on February 15, 2024, and the remaining third vesting on February 15, 2025, subject to the employee remaining a service provider on each applicable vesting date. (12)These RSUs vest over three years such that 15,000 shares vested on April 15, 2022 and 15,000 shares vested on April 15, 2023, and 20,000 shares vest on April 15, 2024, subject to the employee remaining a service provider on each applicable vesting date. (13)These RSUs vested one-third on the one-year anniversary of January 15, 2023, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to the employee remaining a service provider on each applicable vesting date. (14)These PSUs are reported at target and vest on February 15, 2026. The performance criteria established by the Compensation Committee is relative revenue CAGR and non-GAAP gross margin. (15)These PSUs were earned subject to the achievement of certain operational metrics for 2023. The performance criteria as determined by the Compensation Committee on February 13, 2024 were achieved, which resulted in an overall payout of zero times the target. (16) These PSUs were earned subject to the achievement of certain operational metrics for 2023. The performance criteria as determined by the Compensation Committee on February 13, 2024 were achieved, which resulted in an overall payout of .25 times the target. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 75 |
2023 Option Exercises and Stock Vested Table The following table presents, for each of our named executive officers,NEOs, the number of shares acquired and the value realized upon the exercise of stock options and the vesting of RSU awards and PSU awards during 2021 by each2023. | | | | | | | | | | | | | | | | Name | Number of Shares
Acquired on Exercise
(#) | Value Realized
on Exercise
($)(1) | Number of Shares
Acquired on Vesting
(#) | Value Realized
on Vesting
($)(2) | | KR Sridhar | — | | — | | 611,142 | | 12,011,708 | | Gregory Cameron(3) | — | | — | | 312,225 | | 4,847,426 | | | Billy Brooks | — | | — | | 99,504 | | 1,894,630 | | Glen Griffiths(4) | 77,857 | | 409,801 | | 169,088 | | 2,853,614 | | | Sharelynn Moore | — | | — | | 144,884 | | 3,025,415 | | | Shawn M. Soderberg | — | | — | | 154,976 | | 3,971,297 | |
(1)The value realized on the exercise date is pre-tax, based on the difference in the fair market value of our named executive officers.| | Name | | Number of Shares
Acquired on
Exercise
(#) | | Value Realized
on Exercise
($)(1) | | Number of Shares
Acquired on Vesting
(#) | | Value Realized
on Vesting
($)(2) | | | | KR Sridhar | | 233,334 | | 96,320 | | 373,754 | | 11,054,966 | | | | Gregory Cameron | | — | | — | | 133,360 | | 3,971,461 | | | | Swaminathan Venkataraman | | 290,328 | | 2,939,636 | | 121,243 | | 3,589,476 | | | | Glen Griffiths | | 17,333 | | 498,858 | | 66,708 | | 1,976,647 | | | | Guillermo Brooks | | — | | — | | — | | — | | | | | | | | | | | | | | | | (1) The value realized on the exercise date is pre-tax, based on the difference in the fair market value of our common stock on the exercise date and the exercise price, and does not necessarily reflect the proceeds actually received by the named executive officer. (2) The value realized on the vesting date is pre-tax, based on the fair market value of our common stock on the vesting date and does not necessarily reflect the proceeds actually received by the named executive officer. | | | | | | | | | | | | | |
Class A common stock on the exercise date and the exercise price, and does not necessarily reflect the proceeds actually received by the NEO. (2)The value realized on the vesting date is pre-tax, based on the fair market value of our Class A common stock on the vesting date and does not necessarily reflect the proceeds actually received by the NEO. (3)Settlement of 178,905 of these shares acquired on vesting by Mr. Cameron in 2023, with a value of $3,739,229 realized on vesting, was deferred under the Company’s Deferred Compensation Plan. See the “20212023 Non-Qualified Deferred Compensation Table” below. (4)Settlement of 146,620 of these shares acquired on vesting by Mr. Griffiths in 2023, with a value of $2,337,136 realized on vesting, was deferred under the Company’s Deferred Compensation Plan. See the “2023 Non-Qualified Deferred Compensation Table” below. | | | | | | | | | 76 | Bloomenergy | 2024 Proxy Statement |
2023 Non-Qualified Deferred Compensation Table In January 2021, we established the Deferred Compensation Plan for certain executives, which group includes each of our named executive officers that applied in 2021 from February 1, 2021 until December 31, 2021.NEOs. We do not make matching contributions under the Deferred Compensation Plan. The following table shows the contributions and earnings during fiscal 2021,2023, and account balance as of December 31, 2021,2023, for participating named executive officersNEOs under the Deferred Compensation Plan. | | Name | | Plan | | Executive
Contributions
in Last Fiscal
Year ($)(1) | | Registrant
Contributions
in Last Fiscal
Year ($) | | Aggregate
Earnings
in Last
Fiscal Year
($)(2) | | Aggregate
Withdrawals/
Distributions
($) | | Aggregate
Balance at
Last Fiscal
Year-End
($)(3) | | | | KR Sridhar | | Deferred Compensation Plan | | — | | — | | — | | — | | — | | | | Gregory Cameron | | Deferred Compensation Plan | | — | | — | | — | | — | | — | | | | Swaminathan Venkataraman | | Deferred Compensation Plan | | — | | — | | — | | — | | — | | | | Glen Griffiths | | Deferred Compensation Plan | | 176,854.30 | | — | | (18,278.47) | | — | | 158,575.83 | | | | Guillermo Brooks | | Deferred Compensation Plan | | — | | — | | — | | — | | — | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Name | Plan | Executive Contributions in Last Fiscal Year ($)(1) | Registrant
Contributions in
Last Fiscal Year
($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate
Withdrawals/
Distributions
($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | | | | | | | | KR Sridhar | Deferred Compensation Plan | — | | — | | — | | — | | — | | | | | | | | | | | | | | | | Gregory Cameron(4) | Deferred Compensation Plan | 3,739,229 | | — | | (1,344,000) | | — | | 3,513,061 | | | | | | | | | | | | | | | | | Billy Brooks | Deferred Compensation Plan | — | | — | | — | | — | | — | | | | | | | | | | | | | | | | Glen Griffiths (5) | Deferred Compensation Plan | 2,337,136 | | — | | (557,955) | | — | | 3,508,814 | | | | | | | | | | | | | | | | | Sharelynn Moore | Deferred Compensation Plan | — | | — | | — | | — | | — | | | | | | | | | | | | | | | | | Shawn M. Soderberg | Deferred Compensation Plan | — | | — | | — | | — | | — | | | | | | | | |
(1)Executive contribution amounts reflect the value of deferred stock awards on the vesting date of those awards. (2)None of the amounts in this column are included in the Summary Compensation Table because plan earnings were not preferential or above-market. (3)The aggregate balance at last fiscal year end is based on the number of deferred stock units outstanding for the participant under the Deferred Compensation Plan and the fair market value of our Class A common stock as of December 31, 2023. No compensation is realized upon vesting of stock awards, regardless of deferral. Stock Award compensation is determined as of the date of grant and is included in the “Stock Award” column of the Summary Compensation Table and in the Grants of Plan-Based Awards Table for the year in which the grant was made. (4)Mr. Cameron elected to defer 100% of his equity compensation in each of 2021, 2022, and 2023 in order to receive a distribution of deferred stock units on or about January 1, 2025, 2026, and 2027 respectively. (5)Mr. Griffiths elected to defer 50% of his salary and bonus and 100% of his equity grants in each of 2021 and 2022 in order to receive a distribution of deferred stock units in three annual installments starting on or about January 1, 2025 and following the termination of services to the company, respectively. The Deferred Compensation Plan is an unfunded and unsecured deferred compensation arrangement designed to allow participants to defer a specified percentage of their base salary (up to 50%), eligible bonuses (up to 50%) and all or a portion of their RSU and PSU awards for deferred stock units that track the value of our Class A common stock. The Deferred Compensation Plan is designed to comply with Code Section 409A. As required by applicable law, participation in the Deferred Compensation Plan is limited to directors and a group of certain executives, which group includes our NEOs. If a participant elects to defer salary or bonus payments for deferred stock units, we credit a number of such units to the participant’s deferred account based on the respective closing price of our Class A common stock on the last day of the month in which such salary and/or bonus was deferred. If a participant elects to defer RSU or PSU awards for deferred stock units, we credit a number of such units to the participant’s deferred account equal to the number of RSUs or PSUs that become vested on their respective vesting dates. Participants receive their deferred compensation balance in Class A common stock based on their election of lump sum or various annual installment options. | | | | | | | | Bloomenergy | 2024 Proxy Statement | (1)The executive contribution amounts under the Deferred77
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Deferred Compensation Plan, which became effective in January 2021 for certain executives, is an unfunded and unsecured deferred compensation arrangement that is designed to allow the participants to defer a specified percentage of their base salary (up to 50%) and/or eligible bonuses (up to 50%) for Bloom deferred stock units that track the value of our Class A common stock. The Deferred Compensation Plan is designed to comply with Code Section 409A. As required by applicable law, participation in the Deferred Compensation Plan is limited to directors and a group of certain executives, which group includes each of our named executive officers.
If a participant elects to defer salary and/or bonus payments for Bloom deferred stock units, we credit a number of such units to the participant’s deferred account based on the respective closing price of our Class A common stock on the last day of the month in which such salary and/or bonus was deferred. Participants receive their deferred compensation balance in Class A common stock based on their election of lump sum or various annual installment options.
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Table of Contents
COMPENSATION COMMITTEE REPORT
Pension Benefits Aside from our 401(k) retirement savings plan, we do not maintain any pension plan or arrangement under which our named executive officersNEOs are entitled to participate or receive post-retirement benefits. As required by SEC rules, we are providing the following information to explain the relationship between the annual total compensation of Mr. Sridhar, who served as our CEO in 2021,2023, and the annual total compensation of the median employee, excluding our CEO. As of December 1, 2021,November 30, 2023, we employed 1,6992,398 people in seven9 countries, inclusive of officers, executives, full-time, part-time and hourly employees. We selected December 1, 2021November 30, 2023 to identify the median employee. This date is within the final three months of our last completed fiscal year, and was also the date used for determining the foreign exchange rate to U.S. dollardollars for employees paid in other currencies. We excluded 5268 employees based in five7 non-U.S. countries. These employees were excluded under the de minimisexemption, allowing us to exclude up to 5% of our total employees who are non-U.S. employees. We applied this de minimis exemption when identifying the median employee by excluding five countries: 12 employees in Japan, 26 employees in7 countries: South Korea seven employees in the United Arab Emirates, three employees in(50), Taiwan (5), China (4), Japan (4), Germany (2), Italy (2), and four employees in China.France (1). SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure, and compensation plans, policies, and procedures. For our consistently applied compensation measure, we collected cash compensation paid from January 1, 20212023 to December 31, 20212023 for all active employees as of December 1, 2021.November 30, 2023. This included annual base compensation, actual corporate bonus, and commissions paid to employees in 2021.2023. We annualized the compensation of all permanent full-time and part-time employees. We believe that this measure reasonably reflects the annual compensation of our employees. Cost of living adjustments were not made. For 2021,2023, we identified the median employee to be a full-time employee in the United StatesU.S. paid in U.S. Dollars, whose total earnings were $82,853.$61,970. Mr. Sridhar’s annual total compensation for 2021,2023, as reported in the 20212023 Summary Compensation Table, was $34,210,000$1,704,008. Based on this information, for 2021,2023, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 41327.5 to 1. Using the same median employee and comparing to Mr. Sridhar’s total compensation for 2020, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 83 to 1. This discrepancy year over year was in large part due to the one-time large “front-loaded” equity grants to our CEO in 2021. In upcoming years, we expect the pay ratio disclosure to be more in line with 2020 than 2021.
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Table of Contents
COMPENSATION COMMITTEE REPORT
Potential Payments on Termination or Change in Control Overview of Potential Payments We have entered into CiCChange in Control (“CiC”) Agreements with our named executive officersNEOs that provide certain benefits upon such employees being terminated without “Cause” or leaving for “Good Reason” (each, a “Qualifying Termination”). Such benefits are adjusted in the event the Qualifying Termination occurs within three months prior to or within 12 months following the consummation of a change in control (each, a “CIC Qualifying Termination”). The table below summarizes the benefits under the CiC Agreements, as applicable, to the CEO and the other named executive officers.NEOs. | | | | | | | | | 78 | Termination EventBloomenergy | 2024 Proxy Statement |
| | | | | | | | | | | | | Termination Event | Provision | CEO | Other NEOs | | | | | | Qualifying Termination | | Cash Severance | | 1x base salary plus target bonus | | 1x base salary | | | | | | | | | | | Benefits | | | Benefits | | 12 months of reimbursement for COBRA premiums | | 12 months of reimbursement for COBRA premiums | | | | | | | | | | | Equity | 12 months accelerated vesting of RSUs and 2021 PSUs remain outstanding and eligible to vest for 12 months. | | Equity | | No acceleration | | No acceleration | | | | | | | | | | | CIC Qualifying Termination | | Cash Severance | | 2x the sum of base salary plus target bonus, plus current year pro-rata bonus | | 1.5x the sum of base salary plus target bonus, plus current year pro-rata bonus | | | | | | | | | | | Benefits | | | Benefits | | 24 months of reimbursement for COBRA premiums | | 18 months of reimbursement for COBRA premiums | | | | | | | | | | | Equity | | | Equity | | Stock options and RSUs: All unvested to fully accelerate | | Stock options and RSUs: All unvested to fully accelerate | | | | | | | | | | | | 2021 PSUs: Shares will vest depending on the price per share paid in change of control | | | | | PSUs: Applicable performance goals shall be deemed achieved at target unless specified in the applicable award agreement | | PSUs: Applicable performance goals shall be deemed achieved at target unless specified in the applicable award agreement | | | | | | | | | | | | Key definitions:
“Cause” is defined as: (a) willful failure to substantially to perform executive’s duties and responsibilities or willful violation of a material written policy delivered prior to such violation; (b) conviction of, or plea of nolo contendere to, a non-vehicular felony or crime involving moral turpitude; (c) unauthorized use or disclosure of any of our proprietary information or trade secrets or any other party to whom executive owes an obligation of nondisclosure as a result of executive’s relationship with Bloom Energy, in each case, that is materially and demonstrably injurious to Bloom Energy; (d) misappropriation of a material business opportunity; (e) willful provision of material aid to a competitor; or (f) willful breach of any material obligations of any material provisions under any written agreement or covenant with Bloom Energy.
“Good reason” is defined as: (i) a material diminution in executive’s authority, duties or responsibilities, including a material change in executive’s reporting responsibilities, such that executive is required to report to a person whose duties, responsibilities and authority are materially less than those of the person to whom executive was reporting immediately prior to such change and/or a material reduction in the level of management to which executive reports, (ii) a reduction in executive’s annual base salary or annual bonus opportunity, (iii) a requirement that executive relocate executive’s principal place of work to a location that increases executive’s one-way commute by more than 50 miles from executive’s then-current work location, or (iv) a material breach of the CiC Agreement by Bloom Energy.
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Key definitions: “Cause” is defined as: (a) willful failure to substantially perform executive’s duties and responsibilities or willful violation of a material written policy delivered prior to such violation; (b) conviction of, or plea of nolo contendere to, a non-vehicular felony or crime involving moral turpitude; (c) unauthorized use or disclosure of any of our proprietary information or trade secrets or any other party to whom executive owes an obligation of nondisclosure as a result of executive’s relationship with Bloom Energy, in each case, that is materially and demonstrably injurious to Bloom Energy; (d) misappropriation of a material business opportunity; (e) willful provision of material aid to a competitor; or (f) willful breach of any material obligations of any material provisions under any written agreement or covenant with Bloom Energy. Table“Good reason” is defined as: (i) a material diminution in executive’s authority, duties, or responsibilities, including a material change in executive’s reporting responsibilities, such that executive is required to report to a person whose duties, responsibilities, and authority are materially less than those of ContentsCOMPENSATION COMMITTEE REPORT
the person to whom executive was reporting immediately prior to such change and/or a material reduction in the level of management to which executive reports, (ii) a reduction in executive’s annual base salary or annual bonus opportunity, (iii) a requirement that executive relocate executive’s principal place of work to a location that increases executive’s one-way commute by more than 50 miles from executive’s then-current work location, or (iv) a material breach of the CiC Agreement by Bloom Energy.
Calculation of Potential Payments The following table shows potential payments to our named executive officersNEOs under the CiC Agreements in effect on December 31, 20212023 in the event of a Qualifying Termination or CIC Qualifying Termination. Potential payments are calculated assuming a December 31, 20212023 Qualifying Termination date and, where applicable, using the closing price of our Class A common stock of $21.93$14.80 on December 31, 2021,2023, as reported on the NYSE. The value of the vesting acceleration was calculated by (i) multiplying the number of accelerated shares of Class A common stock underlying unvested, in-the-money equity awards by $21.93$14.80 and (ii) subtracting the exercise price for the unvested stock options. Amounts actually received if any of the specified events occur will vary based on factors such as the timing during the year of any such event, our stock price and any changes to our benefit arrangements and policies. | | | | | | Potential Payments in
Connection With: | | | | Name | | Type of Benefit | | Qualifying
Termination
($) | | CIC Qualifying
Termination
($) | | | | KR Sridhar(1) | | Cash Severance | | 1,540,000 | | 3,080,000 | | | | | | Vesting Acceleration(2) | | 13,850,520 | | 20,868,120 | | | | | | Continued Coverage of Employee Benefits | | 31,920 | | 63,840 | | | | | | Total Benefits | | 15,422,440 | | 24,011,960 | | | | Gregory Cameron | | Cash Severance | | 600,000 | | 2,400,000 | | | | | | Vesting Acceleration | | — | | 10,403,530 | | | | | | Continued Coverage of Employee Benefits | | 25,663 | | 38,495 | | | | | | Total Benefits | | 625,663 | | 12,842,025 | | | | Swaminathan Venkataraman | | Cash Severance | | 470,000 | | 1,410,000 | | | | | | Vesting Acceleration | | — | | 6,115,562 | | | | | | Continued Coverage of Employee Benefits | | 22,684 | | 34,026 | | | | | | Total Benefits | | 492,684 | | 7,559,588 | | | | Glen Griffiths | | Cash Severance | | 425,000 | | 1,275,000 | | | | | | Vesting Acceleration | | — | | 5,089,684 | | | | | | Continued Coverage of Employee Benefits | | 16,185 | | 24,277 | | | | | | Total Benefits | | 441,185 | | 6,388,961 | | | | Guillermo Brooks | | Cash Severance | | 430,000 | | 1,720,000 | | | | | | Vesting Acceleration | | — | | 4,386,000 | | | | | | Continued Coverage of Employee Benefits | | 25,663 | | 38,495 | | | | | | Total Benefits | | 455,663 | | 6,144,495 | | | | | | | | | | | | | | (1) The named executive officers do not receive any specific severance payments on death or disability. However, Mr. Sridhar’s CEO Performance Award may provide for a payout upon his death or disability. In the event of Mr. Sridhar’s termination of employment due to death or disability, the remaining unvested units subject to his RSU Award will vest in full and the unvested units subject to his Revenue/Gross Margin Award and Stock Price Hurdle Award will remain outstanding and eligible to vest subject to their normal terms for 18 months following his termination of employment due to death or disability (subject to the achievement of the applicable performance goals). Based on our closing price on December 31, 2021, this would have resulted in a potential payment of $8,722,000. (2) This does not include the potential payout of the Revenue/Gross Margin Award or Stock Price Hurdle Award that are not triggered by a CIC Qualifying Termination but may nonetheless pay out on the size of a corporate transaction as described in the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – CEO Awards” in the Compensation Discussion and Analysis above. As our December 31, 2021 stock price did not exceed the threshold for a payout under a corporate transaction, no amounts are included in the table above. | | | | | | | | | | | |
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| | | | | | | | | | | | | | | Potential Payments in
Connection With: | | Name | Type of Benefit | Qualifying
Termination
($) | CIC Qualifying
Termination
($) | KR Sridhar(1) | Cash Severance | 1,886,000 | | 3,772,000 | | | Vesting Acceleration(2) | 1,184,000 | | 3,552,000 | | | Continued Coverage of Employee Benefits | 36,962 | | 73,924 | | | Total Benefits | 3,106,962 | | 7,397,924 | | | Gregory Cameron | Cash Severance | 700,000 | | 2,100,000 | | | Vesting Acceleration | — | | 4,798,073 | | | Continued Coverage of Employee Benefits | 30,193 | | 45,290 | | | Total Benefits | 730,193 | | 6,943,363 | | Billy Brooks(3) | Cash Severance | 477,000 | | — | | | Vesting Acceleration | — | | — | | | Continued Coverage of Employee Benefits | 30,193 | | — | | | Total Benefits | 507,193 | | — | | Glen Griffiths(4) | Cash Severance | — | | — | | | Vesting Acceleration | — | | — | | | Continued Coverage of Employee Benefits | — | | — | | | Total Benefits | — | | — | | Sharelynn Moore(5) | Cash Severance | — | | — | | | Vesting Acceleration | — | | — | | | Continued Coverage of Employee Benefits | — | | — | | | Total Benefits | — | | — | | | Shawn M. Soderberg | Cash Severance | 515,000 | | 1,313,250 | | | Vesting Acceleration | — | | 2,400,072 | | | Continued Coverage of Employee Benefits | 14,659 | | 21,989 | | | Total Benefits | 529,659 | | 3,735,311 | |
(1)The NEOs do not receive any specific severance payments on death or disability. However, Mr. Sridhar’s CEO Performance Award may provide for a payout upon his death or disability. In the event of Mr. Sridhar’s termination of employment due to death or disability, the remaining unvested units subject to his RSU Award will vest in full and the unvested units subject to his Revenue/Gross Margin Award and Stock Price Hurdle Award will remain outstanding and eligible to vest subject to their normal terms for 18 months following his termination of employment due to death or disability (subject to the achievement of the applicable performance goals). Based on our closing price on December 31, 2023, this would have resulted in a potential payment of $3,552,000. (2)The CIC Qualifying Termination does not include the potential payout of the Revenue/Gross Margin Award or Stock Price Hurdle Award that are not triggered by a CIC Qualifying Termination but may nonetheless pay out on the size of a corporate transaction as described in the section entitled “Principal Elements of Compensation—Equity Compensation—KR Sridhar – 2021 CEO Performance Award Outcomes in Fiscal 2023” in the Compensation Discussion and Analysis above. As our December 31, 2023 stock price did not exceed the threshold for a payout under a corporate transaction, no amounts are included in the table above. (3)Mr. Brooks received one year of base salary upon his departure from the Company in January 2024. (4)Mr. Griffiths did not receive any payments upon his retirement from the Company in May 2023. (5)Ms. Moore did not receive any payments upon her resignation from the Company in September 2023. | | | | | | | | | 80 | Bloomenergy | 2024 Proxy Statement |
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | Summary
Compensation
Table Total for
PEO, USD(1) | Compensation
Actually Paid to
PEO, USD(2) | Average
Summary
Compensation
Table Total for
Non-PEO
NEOs, USD(3) | Average
Compensation
Actually Paid
to Non-PEO
NEOs, USD(4) | Value of Initial Fixed $100
Investment Based On: | GAAP Net
Income, USD in thousands(7) | Product and
Service
Revenue, USD in thousands(8) | Total
Stockholder
Return, USD(5) | Peer Group
Total
Stockholder
Return, USD(6) | | 2023 | 1,704,008 | (2,904,929) | 2,781,556 | (394,261) | 198.13 | 174.51 | (302,116) | 1,158,300 | | 2022 | 2,632,248 | (1,564,752) | 4,924,026 | 4,429,158 | 255.96 | 193.70 | (301,408) | 1,031,618 | | 2021 | 34,210,000 | 45,039,705 | 5,309,245 | 4,000,340 | 293.57 | 277.30 | (164,445) | 807,696 | | 2020 | 6,848,915 | 49,829,957 | 1,996,900 | 9,054,716 | 383.67 | 284.83 | (157,553) | 628,266 |
(1)The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table for our PEO, KR Sridhar, for each of 2023, 2022, 2021, and 2020. (2)The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: | | | | | | | | | | | | | | | | Year | Reported Summary Compensation Table Total for PEO | Deduct Reported Value of Equity Awards(a) | Add (or Deduct) Equity Award Adjustments(b) | Compensation
Actually Paid to PEO | | 2023 | 1,704,008 | 0 | (4,608,937) | (2,904,929) |
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: | | | | | | | | Bloomenergy | 2024 Proxy Statement | 81 |
| | | | | | | | | | | | | | | | | | | | | | | | | Year | Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
the Fiscal Year | Year over Year
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years | Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in
the Year | Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in
the Year | Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year | Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in
Fair Value | Total Equity Award Adjustments | | 2023 | 0 | (5,093,298) | 0 | 484,362 | 0 | 0 | (4,608,937) |
(3)The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Cameron, Brooks, and Griffiths and Mses. Moore and Soderberg; (ii) for 2022, Messrs. Cameron and Griffiths, Mses. Moore and Soderberg; (iii) for 2021, Messrs. Cameron, Griffiths, Brooks, and Venkataraman; and (iv) for 2020, Messrs. Cameron, Venkataraman, and Furr, and Mses. Brennan and Soderberg. In 2023, Mr. Brooks, Mr. Griffiths, and Ms. Moore each received compensation for a portion of the year given their departures; as a result, average summary compensation for the non-PEO NEOs was considerably lower than in a typical year. (4)The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: | | | | | | | | | | | | | | | | Year | Average Reported
Summary
Compensation
Table Total for
Non-PEO NEOs | Deduct
Average Reported Value of
Equity Awards | Add (or Deduct) Average Equity Award
Adjustments(a) | Average
Compensation
Actually Paid to
Non-PEO NEOs | | 2023 | 2,781,556 | (2,146,080) | (1,029,736) | (394,261) |
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Year | Average Year End Fair
Value of Outstanding and Unvested Equity
Awards
Granted in the
Fiscal Year | Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years | Average
Fair Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
the Year | Year over Year
Average Change
in Fair Value
of Equity Awards
Granted in
Prior Years
that Vested
in the Year | Average Fair
Value at the
End of the
Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year | Average Value
of Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value | Total Average Equity Award Adjustments | | 2023 | 340,400 | (303,198) | 0 | 64,574 | (1,131,513) | 0 | (1,029,736) |
(5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Clean Edge Green Energy Total Return Index. (7)The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year (net income (loss) before portion attributable to redeemable noncontrolling interest and noncontrolling interest). (8)The Company-selected measure is Product and Service Revenue, as described in our “Compensation Discussion and Analysis” section of this Proxy Statement above. | | | | | | | | | 82 | Bloomenergy | 2024 Proxy Statement |
Financial Performance Measures As described in greater detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: •Revenue (particularly Product and Service Revenue) •Non-GAAP gross margin •Non-GAAP operating income/loss •Cash flow from operations •Stock price Analysis of the Information Presented in the Pay versus Performance Table While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance Table. “Compensation actually paid”, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect either the value attributed to those awards by the Compensation Committee at the time of grant or the actual amounts paid out for those awards. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. For a discussion of how our Compensation Committee assessed Bloom Energy’s performance and our NEOs’ pay each year, see “Compensation Discussion and Analysis” in this Proxy Statement and in our 2021, 2022, and 2023 Proxy Statements. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance Table, including graphs showing the relationship of “compensation actually paid” (“CAP”) to our Chief Executive Officer and the average of our other NEOs in 2020, 2021, 2022, and 2023 to (1) TSR of both Bloom Energy and the Nasdaq Clean Edge Green Energy Total Return Index, (2) Bloom Energy’s net income, and (3) Bloom Energy’s product and service revenue. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 83 |
Bloom Energy & Peer TSR vs. Compensation Actually Paid Net Income vs. Compensation Actually Paid Product and Service Revenue vs. Compensation Actually Paid | | | | | | | | | 84 | Bloomenergy | 2024 Proxy Statement |
| | | | | | | | | | | | | PROPOSAL 2 | | | | | | | | | Advisory Approval of Named Executive Officer Compensation | | | | |  The Board unanimously recommends a vote FORthe approval of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. | NEOs. |
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officersNEOs as disclosed in the Compensation Discussion and Analysis and the tabular disclosures of this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, provides our stockholders with the opportunity to express their views on the compensation of our named executive officers.NEOs. As described in the section entitled “Compensation Discussion and Analysis,” we believe that the skill, talent, judgment, and dedication of our executive officers are critical factors affecting our long-term value. The goals of our executive compensation programs are to fairly compensate our executives, attract and retain highly-qualified executives who are able to contribute to our long-term success, encourage performance consistent with clearly defined corporate goals, and align our executives’ long-term interests with those of our stockholders. The specific goals that our current executive compensation programs reward are focused on financial and operational objectives, including specific revenue, non-GAAP gross margin targets, non-GAAP operating income targets and cash flow from operations targets, as well as operational goals important to our short-term and long-term growth. Please read the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 4954 for additional details about our executive compensation programs, including information about the 2021 compensation of our named executive officers.programs. The Board is asking our stockholders to indicate their support for the compensation of our named executive officersNEOs as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officersNEOs and the philosophy, policies, practices, and objectives described in this Proxy Statement. Accordingly, the Board recommends that our stockholders vote “FOR” the following resolution at the 20222024 Annual Meeting: “RESOLVED: RESOLVED: That the stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement for the 20222024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying footnotes and narrative disclosures.” As an advisory vote, this say-on-pay proposal is not binding uponon us, the Board, or the Compensation Committee. However, we, the Board and the Compensation Committee, which are responsible for overseeing, reviewing, and administering our executive compensation programs, value the opinions expressed by our stockholders, and will continue to consider our stockholders’ concernsviews in evaluating future compensation options for our named executive officers.NEOs. Taking into account the advisory vote of stockholders regarding the frequency of future say-on-pay proposals at our 2021 Annual Meeting, the Board’s current policy is to include an advisory resolution to approve the compensation of our named executive officersNEOs annually. Accordingly, unless the Board modifies its policy on the frequency of future say-on-pay votes, the next advisory vote to approve our executive compensation will occur at the 20232025 Annual Meeting of Stockholders. Vote Required. Approval of Proposal 2 requires the affirmative vote of a majority of the votes cast for or against this proposal. Abstentions and broker non-votes, if any, are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal and will not affect the outcome of the vote. | 2022 PROXY STATEMENT | | | | | | | Bloomenergy | 2024 Proxy Statement | 7385 |
| | Proposal
3 | Approval of an Amendment to our Restated Certificate of Incorporation to Increase the Authorized Shares of Preferred Stock | | | | | | Audit Matters | | | | The Board unanimously recommends a vote FOR the approval of an amendment to our restated certificate of incorporation to increase the authorized shares of preferred stock. | |
Overview
The Board adopted resolutions approving and submitting to a vote of the stockholders, an amendment to Article IV, Section 1.1 of the Restated Certificate that would increase the authorized number of shares of preferred stock from 10,000,000 to 20,000,000 and make a corresponding increase to the total number of shares of authorized capital stock from 1,210,000,000 to 1,220,000,000, which the Board is authorized to issue from time to time (the “Article IV Amendment”). No change is being proposed to the number of authorized shares of Class A common stock or Class B common stock. The complete text of Article IV, Section 1.1, as amended, would read as follows:
1.1. The total number of shares of all classes of stock that the Company has authority to issue is1,210,000,0001,220,000,000 shares, consisting of three classes: 600,000,000 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), 600,000,000 shares of Class B Common Stock, $0.0001 par value per share (“Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), and10,000,00020,000,000 shares of Preferred Stock, $0.0001 par value per share (the “Preferred Stock”).
Purpose of the Article IV Amendment
The Restated Certificate currently authorizes the Board to issue up to 10,000,000 shares of preferred stock. As of December 31, 2021, 10,000,000 shares of preferred stock were issued and outstanding, leaving no shares of preferred stock available for issuance in the future. As previously reported, in 2021, we expanded our successful power generation partnership with SK ecoplant to help us establish market leadership in the hydrogen economy, and as part of that deal, the Board designated all 10,000,000 shares of authorized preferred stock as Series A Redeemable Convertible Preferred Stock and issued those shares to SK ecoplant under a securities purchase agreement (the “Preferred Stock Transaction”). As a result, we currently do not have any authorized shares of preferred stock remaining available to use for future strategic partnerships, mergers and acquisitions, capital raising activities and other legitimate general corporate purposes. If approved, the Article IV Amendment would replenish the authorized but unissued shares of preferred stock to the level in effect prior to the Preferred Stock Transaction.
Although we haves no current plans, agreements, arrangements or intentions to issue any preferred stock, the Board believes that authorizing additional shares is advisable and in the best interest of our stockholders and Bloom Energy. The ability to issue these additional shares of preferred stock in the future will provide us with additional financial and management flexibility in structuring capital raising transactions, acquisitions, financings, joint ventures and strategic partnerships, as well as other general corporate transactions. The Board would be able to issue these additional shares of preferred stock from time to time as appropriate and opportune situations arise.
Effect of the Article IV Amendment
The Article IV Amendment will not have any immediate effect on the rights of existing stockholders. However, the additional authorized shares of preferred stock will be undesignated, and the Restated Certificate generally will permit the Board to designate and issue preferred stock with such rights and preferences as it sees fit without requiring future stockholder approval, except as may be required by the Restated Certificate, as it may be amended or restated from time to time, and applicable rules and regulations. Any such future designation and issuance of the additional authorized shares could decrease our common stockholders’ and any then-existing preferred stockholders’ percentage of total capital stock ownership and, depending upon the price at which those preferred shares are issued, as compared to the price paid by other stockholders, could be dilutive.
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PROPOSAL 3 APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES
As noted above, we do not have any current plans, agreements, arrangements or intentions with respect to the issuance of the additional authorized shares of preferred stock. However, increasing the authorized shares of preferred stock could have an anti-takeover effect because the issuance of preferred stock could dilute certain rights of a person seeking to obtain control of us or to change our management, thereby making it more difficult to, or discouraging in the first place, any attempt to acquire control of Bloom Energy. We have not proposed the Article IV Amendment with the intention of using the additional preferred stock for anti-takeover purposes, and as of the date of this proxy statement, we are unaware of any pending or threatened efforts to acquire control of Bloom Energy.
If the Article IV Amendment is approved, we intend to file a certificate of amendment to the Restated Certificate with the Secretary of State of the State of Delaware, and the Amendment will become effective at the time of that filing.
Vote Required
Approval of Proposal 3 requires the affirmative vote of a majority of the voting power of all of the outstanding shares of capital stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote against the proposal.
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| | Proposal
4 | Approval of an Amendment to the Choice of Forum Provisions in our Restated Certificate of Incorporation to, Among Other Things, Align with the Bylaws | | | | | The Board unanimously recommends a vote FOR the approval of an amendment to the Choice of Forum Provisions in our restated certificate of incorporation to, among other things, align with the bylaws. | |
Overview
The Board adopted resolutions approving and submitting to a vote of the stockholders an amendment to Article XI (the “Article XI Amendment”) of the Restated Certificate to align the current choice of forum provision in the Restated Certificate with the parallel choice of forum provisions in Article XI of the Bylaws. The complete text of Article XI, as amended, would read as follows:
1. Forum.Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law,shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any director, officer, or other employee or agent of the Company to the Company or the Company’s stockholders; (c) any action asserting a claim against the Company arising pursuant to any provision of theDelaware General Corporation Law, this Restated Certificate of Incorporation or the Bylaws of the Company (as either may be amended from time to time); (d) any action to interpret, apply, enforce or determine the validity of this Restated Certificate of Incorporation or the Bylaws of the Company; or (e) any action asserting a claimagainst the Company governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest inshares of capital stockany security of the Company shall be deemed to have notice of and to have consented to the provisions of thisArticle XIparagraph.
Subject to the foregoing paragraph, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this paragraph.
2. Enforceability. If any provision of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any sentence of this Article XI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby.
Effect of the Article XI Amendment
Like the corresponding provisions in the Bylaws, Article XI of the Restated Certificate currently provides that the Delaware Court of Chancery shall serve as the sole and exclusive forum for certain legal actions (unless we consent otherwise in writing). The proposed revisions in the Article XI Amendment are intended to align Article XI of the Restated Certificate with the parallel provisions in Article XI of the Bylaws. Specifically, in addition to a number of non-substantive conforming changes, the Article XI Amendment clarifies that in the event the Delaware Court of Chancery does not have jurisdiction over an action or proceeding, the federal district court for the District of Delaware shall serve as the sole and exclusive forum for such action or proceeding. The Article XI Amendment also incorporates from the Bylaws a provision that designates the federal district courts of the United States of America as the sole and exclusive forum for any actions arising under the Securities Act of 1933, as amended (but, for the avoidance of doubt, would not apply to actions arising under the Securities Exchange Act of 1934, as amended). These changes would not impact the rights of our stockholders as each provision is already effective through the parallel choice of forum provisions in Article XI of the Bylaws. The Board believes it advisable and in the best interest of our stockholders and Bloom Energy to align the current choice of forum provision in the Restated Certificate with the parallel provisions in the Bylaws to avoid having different potentially applicable provisions.
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PROPOSAL 4 APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ALIGN THE CHOICE OF FORUM PROVISIONS
In addition to the changes described above to align with the Bylaws, the Article XI Amendment also includes a new, administrative provision providing that, in the event a court were to find any specific provision Article XI to be invalid, illegal or unenforceable, the validity, legality and enforceability of any remaining provisions of Article XI would not be affected or impaired. This change is intended to keep some of the safeguards of Article XI in place should any portion of Article XI be deemed invalid, illegal or unenforceable and would have no immediate effect on the rights of our stockholders.
If the Article XI Amendment is approved, we intend to file a certificate of amendment to the Restated Certificate with the Secretary of State of the State of Delaware, and the Article XI Amendment will become effective at the time of that filing.
Vote Required
Approval of Proposal 4 requires the affirmative vote of at least two-thirds of the voting power of all of the outstanding shares of capital stock entitled to vote on the proposal. Abstentions and broker non-votes will have the same effect as a vote against the proposal.
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| Proposal
5 | Approval of an Amendment and Restatement of our 2018 ESPP to Increase the Number of Shares Authorized for Issuance Thereunder | | | PROPOSAL 3 | | | The Board unanimously recommends a vote FOR the approval of the amendment and restatement of our 2018 ESPP to increase the number of shares authorized for issuance thereunder. | |
Overview
The Board has unanimously approved the adoption of the amendment and restatement of the ESPP to increase the number of shares authorized for issuance thereunder by 10,000,000 shares (from 10,202,023 shares to 20,202,023 shares). We adopted the ESPP for the benefit of eligible employees of Bloom and its designated affiliates in order to allow them to purchase shares of our Class A common stock at a discounted price. We believe that the ESPP is in the best interest of stockholders, as it: enhances broad-based employee stock ownership; enables Bloom to attract, motivate and retain the best employees with a market-competitive benefit; and does so at a reasonable cost to stockholders. We are proposing an increase in the number of shares authorized and reserved for issuance under the ESPP to enable us to continue providing this benefit to new and current employees. No other changes are being made to the ESPP. Importantly, approval of the amendment and restatement of the ESPP will not extend the term of the ESPP nor the “evergreen” provision contained therein. The adoption of the amendment and restatement of the ESPP by our Board is subject to the approval of our stockholders.
Purpose. Our Board believes that Bloom’s interests are best advanced by aligning stockholder and employee interests. The ESPP is intended to provide Bloom’s and its subsidiaries’ eligible employees with an opportunity to participate in Bloom’s success by permitting them to acquire an ownership interest in Bloom through periodic payroll deductions that will be applied towards the purchase of shares of our Class A common stock at a discount from the market price.
Dilution. As of March 15, 2022, there were 4,179,771 shares of Class A common stock available for future awards under the ESPP, not including the 10,000,000 shares for which we are seeking stockholder approval. The proposed additional 10,000,000 shares of Class A common stock represents potential dilution of approximately 5.7% as of December 31, 2021 (potential dilution for this purpose is determined by dividing the 10,000,000 additional shares by the total number of shares of our Class A and Class B common stock outstanding as of December 31, 2021).
Burn rate. We also monitor how rapidly we are depleting our share reserve under the ESPP by tracking the number of shares actually purchased and issued under the ESPP on an annual basis. The number of shares purchased under the 2018 ESPP in each of fiscal 2019, 2020 and 2021 was 1,718,433, 1,937,825 and 1,945,305, respectively. Although the Compensation Committee and the Board considered the historical number of purchased shares, the actual number of shares that will be purchased under the 2018 ESPP in any year will depend on a number of factors, including, for example, the number of participants, each participant’s contribution rate and our stock price.
Expected duration of share pool. Based upon the typical levels of participation in the ESPP over the last several years, we expect the additional 10,000,000 shares will be sufficient to cover purchases under the plan for at least the next six years.
The following description of the ESPP is a summary of its principal provisions and is qualified in its entirety by reference to the plan document, a copy of which is appended to this proxy statement as Appendix B. To the extent that there is a conflict between this summary and the actual terms of the ESPP, the terms of the ESPP will govern. References to “common stock” below mean our Class A common stock, par value $0.0001 per share.
Description of the ESPP
Purpose. The purpose of the ESPP is to provide our eligible employees and designated affiliates with a means of acquiring an equity interest in Bloom Energy and to enhance such employees’ sense of participation in our affairs. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code. However, sub-plans that do not meet the requirements of Section 423 of the Code may be established for the benefit of eligible employees of non-U.S. affiliates of Bloom.
Effective Date, Term. The ESPP originally became effective on July 24, 2018. The amendment and restatement of the ESPP will become effective upon the approval of stockholders at the 2022 Annual Meeting. The ESPP will continue until the earliest to occur of (a) termination by the Board or the Compensation Committee (which termination may be effected at any time), (b) issuance of all of the common stock reserved for issuance, or (c) July 24, 2028.
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PROPOSAL 5 APPROVAL OF AN AMENDMENT OF OUR 2018 ESPP TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
Eligibility. Generally, our employees and designated affiliates are eligible to participate in the ESPP, provided that, unless prohibited by applicable law, the Compensation Committee may exclude one or more of the following categories of employees: (i) employees who do not meet eligibility requirements the Compensation Committee may choose to impose and (ii) individuals who provide services to Bloom or any of its designated affiliates as independent contractors who are reclassified as common law employees for any reason except for federal income and employment tax purposes. Further, an employee will not be eligible to participate if, before commencing participation or as a result of participating, that employee holds or would hold 5% or more of the total combined voting power or value of all classes of stock of Bloom or any affiliate. Further, no employee’s right to purchase common stock under the ESPP may accrue at a rate which exceeds the lesser of $25,000 per year of the fair market value of the common stock or 2,500 shares of common stock (or such lesser number of shares as approved by the Compensation Committee) on any one purchase date. As of March 1, 2022, the date the last offering period began, approximately 1,742 employees were eligible to participate in the ESPP.
Administration, Amendment and Termination.The ESPP is administered by the Compensation Committee. The Compensation Committee has the full power and authority to promulgate any rules and regulations which it deems necessary or advisable for the proper administration of the ESPP, to interpret the provisions and supervise the administration of the ESPP, to make factual determinations relevant to ESPP entitlements and to take all action in connection with the administration of the ESPP as it deems necessary or advisable. Every finding, decision and determination made by the Compensation Committee is, to the full extent permitted by law, final and binding upon all parties. The Compensation Committee may amend, suspend or terminate the ESPP at any time; provided, however, that stockholder approval must be sought for any amendment which requires stockholder approval pursuant to section 423 of the Code or other applicable law.
Number of Shares of Class A Common Stock Available under the ESPP. Subject to adjustment as provided below, if this proposal is approved by stockholders, 20,202,023 shares of Class A common stock will be approved for issuance pursuant to the ESPP. In addition, on January 1 of each calendar year until January 1, 2028, the number of shares of common stock reserved for issuance will automatically increase by the number of shares equal to 1% of the total outstanding shares of our common stock and common stock equivalents as of the immediately preceding December 31 (rounded to the nearest whole share), or such lesser number as approved by our Board or Compensation Committee. In no case, however, will more than 33,333,333 shares of Class A common stock be issued over the term of the ESPP. Shares issued under the ESPP may be from authorized but unissued common stock, shares held in treasury or any other proper source as determined by the administrator. If the number of outstanding shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in our capital structure, without consideration, then the Compensation Committee will adjust the number and class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares of common stock covered by each option under the ESPP which has not yet been exercised.
Enrollment and Contributions.Eligible employees may elect to participate in the ESPP by providing a payroll deduction authorization instructing Bloom to withhold a specified percentage of the employee’s salary by a date specified by the Compensation Committee prior to an offering period. Unless the Compensation Committee determines otherwise, “Offering Periods” are 24 months and commence on each February 15 and August 15, and each Offering Period consists of four six-month purchase periods. Unless an eligible employee files a new form or withdraws from the ESPP, the employee’s deductions and purchases will continue at the same rate for future offerings under the ESPP for so long as the employee remains eligible to participate in the ESPP. An eligible employee may authorize a salary deduction of any whole percentage up to a maximum of 15% of the employee’s compensation (as defined in the ESPP). Subject to any limitations imposed by the administrator, eligible employees can increase, decrease or discontinue their deductions and corresponding participation in the ESPP for subsequent Offering Periods by submitting a new authorization form. If a participant elects to discontinue payroll deductions but does not elect to withdraw his or her funds from the ESPP, funds deducted prior to such election to discontinue participation will be used to purchase shares on the purchase date.
Purchase of Shares.On the last business day of each purchase period, each participating employee’s payroll deductions are used to purchase shares for the employee at a 15% discount from the lesser of the (i) closing price of the common stock on the last business day of the purchase period or (ii) closing price of the common stock on the first day of the offering period. As of the Record Date, the fair market value of our common stock was $21.20 per share.
Withdrawal; Termination of Participation. Shares will be purchased automatically on the last day of each purchase period for a participating employee who remains an eligible participant. Participation generally ends upon termination for any reason, and in such event, accumulated contributions will be returned without interest. During an Offering Period, an employee may withdraw from participation in the ESPP at any time in accordance with procedures established by the Compensation Committee. Upon a participant’s withdrawal from the ESPP, all accumulated payroll deductions for the participant made prior to termination are returned, without interest, and no shares are purchased for that employee’s account. Eligible employees who withdraw from an offering may participate in subsequent offerings in accordance with the terms and conditions established by the Compensation Committee.
Corporate Transactions. In the event of certain corporate transactions, the Offering Period for each outstanding right to purchase common stock will be shortened by setting a new purchase date and will end on the new purchase date, which will be a date on or prior to the consummation of the corporate transaction, as determined by the Board or Compensation Committee, and the ESPP will terminate on the consummation of such transaction.
Non-Transferability. Rights granted under the ESPP may not be transferred by a participant and may be exercised during a participant’s lifetime only by the participant.
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PROPOSAL 5 APPROVAL OF AN AMENDMENT OF OUR 2018 ESPP TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
Plan Benefits. Because participation in the ESPP is voluntary and we are unable to predict the future value of our common stock, we cannot currently determine the benefits or amounts that will be received in the future by any person or group under the ESPP. The following table sets forth the number of shares purchased under the ESPP from inception through 2021 by our named executive officers and the specified groups set forth below.
| | | | | | New Plan Benefits
2018 Employee Stock Purchase Plan
(Purchases Under ESPP 2019 through 2021) | | | | Name | | Weighted Average
Purchase Price ($) | | Number
of Shares
Purchased (#) | | | | KR Sridhar Founder and Chief Executive Officer | | — | | — | | | | Gregory Cameron EVP and Chief Financial Officer | | — | | — | | | | Swaminathan Venkataraman EVP of Engineering and Chief Technology Officer | | 5.26 | | 13,605 | | | | Glen Griffiths EVP, Services, Quality, Reliability and EH&S | | 5.26 | | 13,605 | | | | Guillermo Brooks EVP, Sales-Americas | | — | | — | | | | All executive officers as a group (6 persons) | | 5.26 | | 40,815 | | | | All non-employee directors and director nominees as a group (5 persons) | | — | | — | | | | Each associate of the above-mentioned executive officers, directors and director nominees | | — | | — | | | | Each other person who received or is to receive 5% of such options, warrants or rights | | — | | — | | | | All employees as a group, excluding executive officers | | 5.31 | | 5,560,748 | |
SEC Registration
We intend to file with the U.S. Securities and Exchange Commission in the second half of 2022 a registration statement on Form S-8 covering the new shares reserved for issuance under the ESPP.
Certain U.S. Federal Income Tax Consequences
The rules concerning the federal income tax consequences with respect to the purchase of shares under the ESPP are quite technical. Moreover, the applicable statutory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following is designed to provide a general understanding of the U.S. federal income tax consequences with respect to such purchases. In addition, the following discussion does not set forth any gift, estate, social security or state or local tax consequences that may be applicable and is limited to the U.S. federal income tax consequences to individuals who are citizens or residents of the United States, other than those individuals who are taxed on a residence basis in a foreign country.
The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under these provisions, no income generally will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant will generally be subject to tax in an amount that depends upon how long the shares have been held by the participant. If the shares are sold or otherwise disposed of more than two years after the first day of the applicable offering period in which such shares were acquired and more than one year after the applicable date of purchase, the participant will recognize ordinary income equal to the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (2) an amount equal to 15% (or such lesser discount as the Committee may establish) of the fair market value of the shares as of the first day of the applicable offering period in which such shares were acquired. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of the aforementioned periods (a “disqualifying disposition”), the participant will recognize ordinary income equal to the excess of (1) the fair market value of the shares on the date the shares are purchased over (2) the purchase price. Any additional gain or loss on such sale or disposition will be capital gain or loss, which will be long-term if the shares are held for more than one year. We generally are not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a disqualifying disposition.
Vote Required
Approval of Proposal 4 requires the affirmative vote of a majority of the votes cast for or against this proposal. Abstentions and broker non-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal and will not affect the outcome of the vote.
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| Audit Matters | | | | Proposal
6 |
| | | | Ratification of Appointment of Independent Registered Public Accounting Firm | | | | Stockholders are being asked to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. | | | | | 2024.The Board of Directors unanimously recommends a vote FORthe ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firmauditor for the year ending December 31, 2022. | 2024. |
Engagement of
Our Decision to Engage Deloitte & Touche LLP The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of theBloom Energy’s independent accountants. The Audit Committee has appointed Deloitte as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2022.2024. Deloitte has served as our independent registered public accounting firmauditor since September 2020. Deloitte served as our independent accountants for 2021 and reported on our consolidated financial statements for that fiscal year.Deliberate Evaluation Process.The Audit Committee annually reviews Deloitte’s independence and performance in determining whether to retain Deloitte or engage another independent registered public accounting firm as our independent accountants. As part of that annual review, the Audit Committee considers, among other things, the following:● | The quality and efficiency of the current services provided to us by Deloitte; | ● | Deloitte’s capability and expertise in handling the breadth and complexity of our operations, including Deloitte’s extensive energy industry experience; | ● | The quality and candor of Deloitte’s communications with the Audit Committee and management; | ● | External data on Deloitte’s audit quality and performance, including recent PCAOB reports on Deloitte and Deloitte’s response to those reports; | ● | Deloitte’s independence from our company; and | ��� | The appropriateness of Deloitte’s fees. |
•the quality and efficiency of the current services provided to us by Deloitte; •Deloitte’s capability and expertise in handling the breadth and complexity of our operations, including the depth of Deloitte’s energy expertise and industry experience; •the quality and candor of Deloitte’s communications with the Audit Committee and management; •external data on Deloitte’s audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on Deloitte and Deloitte’s response to those reports; •the value from Deloitte’s sharing of industry trends, insights, and latest practices; •how effectively Deloitte maintained its objectivity, independent judgment, and professionalism; •Deloitte’s independence from our Company; and •the appropriateness of Deloitte’s fees. Our Determination.Based on this evaluation, the Audit Committee believes that Deloitte is independent and well-qualified to serve as our independent registered public accounting firm. Further, the Audit Committee and the Board believethat it is in the best interests of Bloom Energy and our stockholders to retain Deloitte to serve as our independent registered public accounting firm for fiscal 2022.auditor. Representatives Available to Stockholders.Representatives of Deloitte willare expected to be present during the 20222024 Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate stockholder questions. Impact of Your Vote. Stockholders are not required to ratify the appointment of Deloitte as our independent registered public accounting firm.auditor. However, we are submitting the appointment for ratification as a matter of good corporate practice.governance. If stockholders fail to ratify the appointment, the Audit Committee will consider whether or not to appoint Deloitte. Even if the appointment is ratified, the Audit Committee may direct the appointment ofappoint a different independent registered public accounting firmauditor at any time during the year if it determines that such a change would be in our stockholders’ best interests.Change in Our Certifying Accountant in 2020
On September
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Vote Required.Approval of Proposal 3 2020,requires the Audit Committee of the Board engaged Deloitte as our independent registered public accounting firm for our fiscal year ended December 31, 2020. Deloitte replaced PricewaterhouseCoopers LLP (“PwC”), our independent registered public accounting firm for the fiscal year ended December 31, 2019. PwC was notified of the dismissal on September 3, 2020.
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AUDIT MATTERS
The audit reports of PwC on our consolidated financial statements as of and for the fiscal years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During our fiscal years ended December 31, 2019 and 2018 and through September 3, 2020, (i) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreement in its report on our consolidated financial statements for such periods, and (ii) there were no reportable events of the type described in Item 304(a)(1) (v) of Regulation S-K, except for the material weakness identified in our internal control over financial reporting related to not designing and maintaining an effective control environment with a sufficient complement of resources with an appropriate level of accounting knowledge, expertise and training to evaluate the accounting implications of complex or non-routine transactions commensurate with its financial reporting requirements, which was disclosed in Management’s Report on Internal Control over Financial Reporting in Item 9A of the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in Item 4 of the Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020. During the year ended December 31, 2020, our management, with the oversight of the Audit Committee, engaged in efforts to remediate the material weakness identified and previously disclosed. We completed these remediation measures in the fourth quarter ended December 31, 2020, including testing of the design and concluding on the effectiveness of all impacted controls.
During our fiscal years ended December 31, 2019 and 2018 and through September 3, 2020, other than the consultations discussed in the paragraph immediately below, neither we nor anyone acting on its behalf consulted with Deloitte regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Deloitte concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event.
In December 2019, we engaged Deloitte to provide advisory services regarding the accounting treatment for the Managed Services Agreements and similar arrangements. Deloitte provided oral advice and recommendations, including written comments on our memorandums, for management’s consideration on our policies and procedures, transaction documentation, restatement disclosures, and the proposed accounting treatment of planned transactions. In March 2020, we engaged Deloitte to provide advisory services regarding the adoption of the new lease accounting standards pertaining to the Managed Services Agreements. Deloitte provided oral advice and recommendations, including written comments on our memorandums, on our draft accounting policies and procedures related to the adoption of the new accounting standard.
Vote Required
The affirmative vote of a majority of the votes cast for or against is requiredthis proposal. We recommend you submit your
vote as soon as possible. Abstentions and broker non-votes, if any, are not deemed to approve the proposal. Brokers have the discretion to vote shares held in brokerage accounts on the ratification of the appointment of the independent registered public accounting firm, without specific voting instructions from the beneficial owner. Abstentions have no effect onbe votes cast and, therefore, will not affect the outcome of the proposal.82 | |
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AUDIT MATTERS
Principal Accountant Fees and Services The Audit Committee oversees and is responsible for the negotiation of audit fees associated with the retention of Deloitte. The following table provides information regarding the fees paid to Deloitte during the years ended December 31, 20212023 and 2020.| | | | | | | | | | | | 2021 | | 2020 | | | | Audit Fees(1) | | $5,337,372 | | $4,485,763 | | | | Audit-Related Fees | | — | | — | | | | Total Audit and Audit-Related Fees | | 5,337,372 | | 4,485,763 | | | | Tax Fees(2) | | 27,699 | | 96,524 | | | | All Other Fees(3) | | 1,895 | | 49,000 | | | | Total Fees | | $5,366,966 | | $4,631,287 | | | | | | | | | |
| (1) | 2022. | | | | | | | | | | | | | 2023 | 2022 | Audit Fees(1) | $ | 5,823,022 | | | $ | 5,356,220 | | | Audit-Related Fees | — | | — | | Total Audit and Audit-Related Fees | $ | 5,823,022 | | | $ | 5,356,220 | Tax Fees(2) | $ | 434,293 | | | $ | 16,800 | All Other Fees(3) | $ | 1,895 | | | $ | 1,895 | | Total Fees | $ | 6,259,210 | | | $ | 5,374,915 |
(1)Audit fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, and audit services that are normally provided by independent registered public accounting firms in connection with regulatory filings. | | | (2) | Tax fees include a variety of permissible tax services related to preparation and/or review of statutory tax filings within U.S., foreign and state jurisdictions, general tax advisory services (including research and discussions related to tax compliance matters), tax planning and assistance with transfer pricing. | | | (3) | For 2021, all other fees include product and subscription services. For 2020, all other fees include permissible advisory services provided prior to Deloitte’s appointment as auditor. | | | | | |
All services described above were pre-approved by the Audit Committee in accordance with the policies and procedures described below. In connection with the audit of our fiscal year 2021annual consolidated financial statements, we entered into an engagement agreement with Deloitte that sets forth the terms by which Deloitte will performreview of our quarterly consolidated financial statements, and audit services for us.
that are normally provided by independent registered public accounting firms in connection with regulatory and statutory filings. (2)Tax fees include a variety of permissible tax services related to tax credits evaluation, analysis of the Company’s tax positions, and assistance in preparation of statutory tax filings within India, and general tax advisory services (including research and discussions related to tax compliance matters). (3)For 2023 and 2022, all other fees include use of Deloitte’s products and subscription services. The Audit Committee has determined that the rendering of services other than audit services provided by Deloitte in 20212023 and 20202022 were compatible with maintaining the principal accountant’s independence.
Pre-Approval Policies and Procedures Our Procedures.The Audit Committee follows certain procedures for the pre-approval of audit and non-audit services renderedprovided by our independent registered public accounting firm. The Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services as well as the fees associated therewith. Pre-approval may be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. In its pre-approval and review of non-audit services, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor’s independence. Report of
100% Pre-Approved in 2023. All services described above were pre-approved by the Audit Committee in accordance with these policies and procedures. In connection with the audit of our fiscal 2023 financial statements, we entered into an engagement agreement with Deloitte that sets forth the Board of DirectorsDuring 2021, only non-employee directors comprised the Audit Committee. The Board determined that each member of the terms by which Deloitte would perform audit services for us.
| | | | | | | | Bloomenergy | 2024 Proxy Statement | 87 |
Audit Committee is independent under the NYSE listing standards.Report Audit Committee’s Role. The Audit Committee’s principal purpose of the Audit Committee is to assist the Board in its oversight responsibilities pertaining to our accounting practices, system of internal controls, audit processes, and financial reporting processes. In accordance with applicable law, the Audit Committee has ultimate authority and responsibility for selecting, compensating, evaluating, and, when appropriate, replacing our independent audit firm. The Audit Committee is also responsible for overseeing the retention and performance of our internal auditor. The Audit Committee is responsible forauditor, as well as establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal controls, or auditing matters. Management’s Role. Our management is responsible for establishing and maintaining adequate internal financial controls, the preparation and presentation of our consolidated financial statements, and making certain that the consolidated financial statements are complete and accurate and prepared in accordance with generally accepted accounting principles. The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. The Audit Committee has the authority to engage its own outside advisors, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisors hired by management. The Audit Committee’s authority and responsibility are more fully described in its charter, which is available on our website at www.bloomenergy.com.Our management is responsible for establishing and maintaining adequate internal financial controls, the preparation and presentation of our consolidated financial statements and that they are complete and accurate and prepared in accordance with generally accepted accounting principles.
Auditor’s Role.Deloitte, our independent registered public accounting firm, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those consolidated financial statements with generally accepted accounting principles and on management’s assessment of our internal control over financial reporting.
Table of Contents
AUDIT MATTERS
2023 Report.In fulfilling its oversight responsibilities, the Audit Committee has: ● | reviewed and discussed with management and Deloitte the audited consolidated financial statements for the year ended December 31, 2021; | ● | discussed with management and Deloitte significant accounting policies applied in our consolidated financial statements, as well as, when applicable, alternative accounting treatments, the reasonableness of significant estimates and judgments, the clarity of disclosures in our consolidated financial statements and critical audit matters addressed during the audit; | ● | discussed with Deloitte such matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; | ● | received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB (Communication with Audit Committees Concerning Independence) and has discussed with Deloitte their independence, and the Audit Committee has concluded that Deloitte’s provision of audit and non-audit services to our and our affiliates is compatible with Deloitte’s independence; and | ● | reviewed and discussed with management, our management’s assessment of and report on the effectiveness of our internal control over financial reporting as of December 31, 2021 and reviewed and discussed with Deloitte its review and report on our internal control over financial reporting. |
•reviewed and discussed with management and Deloitte the audited consolidated financial statements for the year ended December 31, 2023 and management’s assessment of, and report on, the effectiveness of the Company’s internal control over financial reporting; •discussed with management and Deloitte significant accounting policies applied in our consolidated financial statements, as well as, when applicable, alternative accounting treatments, the reasonableness of significant estimates and judgments, the clarity of disclosures in our consolidated financial statements, and critical audit matters addressed during the audit; •discussed with Deloitte such matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; •received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning Independence, and has discussed with Deloitte their independence, and the Audit Committee has concluded that Deloitte’s provision of audit and non-audit services to us and our affiliates is compatible with Deloitte’s independence; and •met in periodic executive sessions with each of management, the internal auditor, and Deloitte to discuss the results of the examinations by Deloitte and by internal auditors, their evaluations of internal controls, and the overall quality of the Company’s financial reporting, and other matters as appropriate. Based on these reviews and discussions, the Audit Committee has recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20212023 for filing with the SEC. The Audit Committee has selected, and the Board has ratified, the selection of Deloitte as our independent registered public accounting firm for 2022.Submitted by the following members of the Audit Committee: Mary K. Bush(Chair)
Michael J. Boskin
Cynthia (CJ) Warner Eddy Zervigon | 84 | | | | | | | | 88 | Bloomenergy | 2024 Proxy Statement |
| | | | | | | | | | | | | PROPOSAL 4 | | | | | | | | | Approval of an Amendment to our Restated Certificate of Incorporation to Add Officer Exculpation Provisions and Remove Outdated References to Class B Common Stock | | | | The Board unanimously recommends a vote FOR the approval of an amendment to our restated certificate of incorporation to add officer exculpation provisions and remove outdated references to Class B common stock. |
Overview The Board adopted resolutions approving, declaring advisable, and submitting to a vote of ContentsSecurity Ownershipthe stockholders an amendment (the “Amendment”) of Certain Beneficial Ownersour Restated Certificate of Incorporation, as amended (the “Restated Certificate”) that would extend the exculpation protections to officers of Bloom Energy, in line with amendments to the Delaware General Corporation Law. The Amendment would also remove outdated references to Class B common stock. The complete text of the Amendment is as follows:
a) amend and Managementrestate in its entirety Article IV of the Restated Certificate of Incorporation to read as follows: “ARTICLE IV: AUTHORIZED STOCK 1. Total Authorized. 1.1. The total number of shares of all classes of stock that the Company has authority to issue is 620,000,000 shares, consisting of two classes: 600,000,000 shares of Common Stock, $0.0001 par value per share ("Common Stock") and Related Stockholder Matters20,000,000 shares of Preferred Stock, $0.0001 par value per share (the "Preferred Stock"). Class A Common Stock has been renamed Common Stock and prior Class A Common Stock certificates issued are deemed to refer to the Common Stock without the need to surrender the certificates. 1.2. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of capital stock representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote (on an as-converted basis) voting together as a single class without a separate class vote of the holders of the Common Stock as permitted by Section 242(b)(2) of the General Corporation Law. 2. Preferred Stock. 2.1. The Company's Board of Directors ("Board of Directors")is authorized, subject to any limitations prescribed by the law of the State of Delaware, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, and, by filing a certificate of designation pursuant to the applicable provisions of the General Corporation Law ("Certificate of Designation"), to establish from time to time the number of shares to be included in each such series, to fix the designation, powers (including voting powers), preferences and relative, participating, optional or other rights (and the qualifications, limitations or restrictions thereof) of the shares of each such series and to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of capital stock of the Company entitled to vote thereon, without a separate vote of the holders of the Preferred Stock or any series thereof, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law, unless a vote of any such holders is required pursuant to the terms of any Certificate of Designation designating a series of Preferred Stock. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 89 |
2.2. Except as otherwise expressly provided in any Certificate of Designation designating any series of Preferred Stock pursuant to the foregoing provisions of this Article IV, (i) any new series of Preferred Stock may be designated, fixed and determined as provided herein by the Board of Directors without approval of the holders of Common Stock or the holders of Preferred Stock, or any series thereof, and (ii) any such new series may have powers, preferences and rights, including, without limitation, voting rights, dividend rights, liquidation rights, redemption rights and conversion rights, senior to, junior to or pari passu with the rights of the Common Stock, the Preferred Stock, or any future class or series of Preferred Stock or Common Stock. 3. Rights of Common Stock. 3.1. Voting Rights and Powers. Except as otherwise expressly provided by this Restated Certificate of Incorporation or as provided by law, the holders of shares of Common Stock shall (a) be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Company (the "Bylaws") and (b) be entitled to vote upon such matters and in such manner as may be provided by applicable law; provided, however, that, except as otherwise required by law, holders of shares of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock). Except as otherwise expressly provided herein or provided by law, each holder of Common Stock shall have the right to one (1) vote per share of Common Stock held of record by such holder. 3.2. Dividends and Distribution Rights. Subject to the preferential rights of holders of all classes or series of stock at the time outstanding having prior rights as to dividends, holders of Common Stock shall be entitled to receive, when, as and if declared by the Board, out of any assets or funds of the Company legally available therefor, dividends per share as may be declared from time to time by the Board with respect to the Common Stock. 3.3. Liquidation, Dissolution or Winding Up. Subject to the preferential or other rights of any holders of Preferred Stock then outstanding, upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Common Stock will be entitled to receive ratably all assets of the Company available for distribution to its stockholders.” b) remove Article V in its entirety and update the numbering of the remaining Articles (and the references to such Articles throughout the Restated Certificate of Incorporation) to reflect the removal of Article V. c) amend and restate in its entirety renumbered Article VII of the Restated Certificate of Incorporation to read as follows: “ARTICLE VII: DIRECTOR AND OFFICER LIABILITY 1. Limitation of Liability. To the fullest extent permitted by law, no director or officer of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer, as applicable, of the Company shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended. 2. Change in Rights. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Company existing at the time of such amendment, repeal or adoption of such an inconsistent provision.” d) amend and restate in its entirety renumbered Article IX of the Restated Certificate of Incorporation to read as follows: “ARTICLE IX: AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION The Company reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate of Incorporation (including any Certificate of Designation) or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Company required by law or by this Restated Certificate of Incorporation (including any Certificate of Designation), and subject to Sections 1.2 and 2 of Article IV, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, Sections 1.2 and 2 of Article IV, Article V, Article VI, Article VII, Article VIII, this proviso of Article IX or Article X.” | | | | | | | | | 90 | Bloomenergy | 2024 Proxy Statement |
Purpose and Effect of the Amendment Officer Exculpation Provisions The Restated Certificate currently eliminates the personal liability of directors to Bloom Energy or its stockholders for monetary damages for breach of fiduciary duty, to the fullest extent permitted by law. The State of Delaware, which is where the company is incorporated, has enacted legislation that extends exculpation protection to officers, thereby enabling companies to eliminate the monetary liability of certain officers in certain circumstances, similar to but more limited than the protection already afforded to directors under the Restated Certificate. The Amendment is intended to align the exculpation provisions of the Restated Certificate with this Delaware law update. The Board believes that it is important to extend exculpation protection to officers, to the fullest extent permitted by Delaware law, in order to better position Bloom Energy to attract and retain qualified and experienced officers. In the absence of such protection, such individuals might be deterred from serving as officers due to exposure to personal liability and the risk of incurring substantial expense in defending lawsuits, regardless of merit. The nature of their role often requires officers to make decisions on crucial matters and frequently in response to time-sensitive opportunities and challenges, which can create substantial risk of lawsuits seeking to impose liability with the benefit of hindsight and regardless of merit. Aligning the protections available to our officers with those available to our directors would empower officers to exercise their business judgment in furtherance of stockholder interests without the potential distraction posed by the risk of personal liability. This is particularly important for Bloom Energy, given that we are a relatively new public company with a disruptive product and are operating in the rapidly evolving distributed power generation industry, which is subject to political and policy changes. In addition, the Amendment also potentially could reduce future litigation costs and indemnification expenses for Bloom Energy associated with frivolous lawsuits. The Board also believes that the Amendment would strike the appropriate balance between furthering Bloom Energy’s goals of attracting and retaining quality officers with promoting stockholder accountability because, consistent with the update to Delaware law, the Amendment would exculpate officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate or limit liability with respect to any of the following: •breach of fiduciary duty claims brought by Bloom Energy itself; •derivative claims brought by stockholders in the name of Bloom Energy; •any claims involving breach of the duty of loyalty to Bloom Energy or its stockholders; •any claims involving acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; or •any claims involving transactions from which the officer derived an improper personal benefit. Under the Amendment, the only officers who would be eligible for exculpation would be (i) anyone serving as our President, CEO, COO, CFO, Chief Legal Officer, Chief Accounting Officer, Controller, and Treasurer, (ii) any other NEOs, and (iii) any other officer who has consented to service of process in Delaware by written agreement. Taking into account the narrow class and type of claims for which officers would be exculpated, and the benefits the Board believes would accrue to Bloom Energy and its stockholders—enhancing our ability to attract and retain talented officers and potentially reducing future litigation costs and indemnification expenses associated with frivolous lawsuits—the Board determined that the Amendment is in the best interests of Bloom Energy and its stockholders. Removal of References to Class B Common Stock The Amendment would also remove outdated references to Bloom’s Class B common stock that are no longer needed in our Restated Certificate. All shares of Class B common stock were converted into shares of Class A common stock in July 2023, on the 5th anniversary of the company’s IPO in accordance with the Restated Certificate of Incorporation, which contained the dual class sunset provisions. All of the previously outstanding shares of our Class B common stock were retired in November 2023 and no additional shares of Class B common stock have been or will be issued following the conversion. If the Amendment is approved, the Class A common stock would be renamed “common stock.” The removal of references to Class B common stock is not a material amendment to our Restated Certificate and will have no impact on the rights of our stockholders. If the Amendment is approved, we intend to file a certificate of amendment to the Restated Certificate with the Secretary of State of the State of Delaware, and the Amendment will become effective at the time of that filing. Appendix B includes a blackline of the proposed changes to the Restated Certificate. Vote Required. Approval of Proposal 4 requires the affirmative vote of at least two-thirds of the voting power of all of the outstanding shares of capital stock entitled to vote on the proposal. Abstentions and broker non-votes, if any, will have the same effect as a vote against the proposal. | | | | | | | | Bloomenergy | 2024 Proxy Statement | 91 |
| | | | | | | | | Security Ownership and Related Stockholder Matters | | |
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, to our knowledge, based on the information furnished to us, the persons and entities named in the table below have sole voting and investment power with respect to all shares of Class A and Class B common stock that they beneficially own, subject to applicable community property laws. We have deemed sharesShares of our Class A and Class B common stock subject to options, warrants, rights, or conversion privileges that are currently exercisable or exercisable within 60 days of March 15, 2022February 28, 2024 are deemed to be outstanding and to be beneficially owned by the person holding thesuch options, warrants, rights, or conversion privileges for the purpose of computing the percentage ownership and voting power of that person but haveare not treated them as outstanding for the purpose of computing the percentage ownership or voting power of any other person. Voting power under the Restated Certificate is calculated based on shares of Class A and Class B common stock actually outstanding as of the applicable record date. Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share and holders of our Class A common stock are entitled to one vote per share.We have based percentage ownership and voting power of our Common StockClass A common stock on 161,796,015225,777,403 shares of Class A common stock and 15,830,833 shares of Class B common stock outstanding as of March 15, 2022.February 28, 2024. The following table presents information regarding those stockholders known to us to beneficially own more than 5% of our outstanding shares of Class A orcommon stock. | | | | | | | | | | | Class A
Common Stock | | 5% Stockholders | Shares | % | Ameriprise Financial, Inc.(1) 145 Ameriprise Financial Center, Minneapolis, MN 55474 | 32,454,411 | | 14.4 | | BlackRock, Inc(2) 50 Hudson Yards, New York, NY 10001 | 23,692,100 | | 10.5 | | SK ecoplant Co., Ltd.(3) 19 Yulgok-ro 2-gil, Jongno-gu, Seoul 03149, South Korea | 23,491,701 | | 10.4 | | The Vanguard Group(4) 100 Vanguard Blvd., Malvern, PA 19355 | 19,528,801 | | 8.7 | |
* Less than one percent. (1)Information provided is based solely on a Schedule 13G/A filed with the SEC on February 14, 2024 on behalf of Ameriprise Financial, Inc. (“AFI”), Columbia Management Investment Advisers, LLC (“CMIA”), and Columbia Seligman Technology and Information Fund (the “Fund”). CMIA and AFI do not directly own any shares. As the investment adviser to the Fund and various other unregistered and registered investment companies and other managed accounts, CMIA may be deemed to beneficially own the Fund’s shares. As the parent holding company of CMIA, AFI may be deemed to beneficially own CMIA’s shares. AFI reported shared voting power over 30,385,981 shares, shared dispositive power over 32,454,411 shares, and sole voting and dispositive power over no shares. CMIA reported shared voting power over 30,385,981 shares, shared dispositive power over 30,734,795 shares, and sole voting and dispositive power over no shares. The Fund reported sole voting power over 20,750,804 shares, sole dispositive power over no shares, shared dispositive power over 20,750,804 shares, and shared voting power over no shares. (2)Information provided is based solely on a Schedule 13G/A filed with the SEC on January 24, 2024. BlackRock, Inc. reported sole voting power over 23,691,137 shares, shared voting power over no shares, sole dispositive power over 23,692,100 shares, and shared dispositive power over no shares. (3)Information provided is based solely on a Schedule 13D/A filed with the SEC on October 3, 2023, and consists of (i) 10,000,000 shares of our Class BA common stock.| | | | | | | | | | | | | | | | Class A
Common Stock | | Class B
Common Stock(2) | | % of Total
Voting | | | | 5% Stockholders(1) | | Shares | | % | | | Shares | | % | | | Power(3) | | | | Kuwait Investment Authority and the Government
of the State of Kuwait(4)
Ministries Complex, Block 3 Safat, Kuwait 13001 | | — | | — | | | 9,544,371 | | 60.29 | % | | 29.82% | | | | Ameriprise Financial, Inc.(5)
145 Ameriprise Financial Center, Minneapolis, MN 55474 | | 20,676,642 | | 12.78 | % | | — | | — | | | 6.46% | | | | BlackRock, Inc(6)
100 Vanguard Blvd., Malvern, PA 19355 | | 15,640,711 | | 9.67 | % | | — | | — | | | 4.89% | | | | The Vanguard Group(7)
55 East 52nd Street, New York, NY 10055 | | 12,528,546 | | 7.74 | % | | — | | — | | | 3.91% | | | | | | | | | | | | | | | | | |
(4)Information provided is based solely on a Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group reported sole voting power over no shares, shared voting power over 356,999 shares, sole dispositive power over 18,955,877 shares, and shared dispositive power over 572,924 shares. | | | | | | | | | 92 | *Bloomenergy | 2024 Proxy Statement |
Directors and Executive Officers | | | | | | | | | | | Class A
Common Stock | | Beneficial Owner | Shares | % | | Michael J. Boskin | 61,903 | | * | Mary K. Bush(1) | 143,291 | | * | John T. Chambers(2) | 390,289 | | * | Jeffrey Immelt(3) | 159,709 | | * | Cynthia (CJ) Warner(4) | — | | — | | Eddy Zervigon(5) | 84,150 | | * | KR Sridhar(6) | 5,831,521 | | 2.6 | | Gregory Cameron(7) | 521,279 | | * | | Guillermo (Billy) Brooks | 150,638 | | | Glen Griffiths(8) | 405,875 | | | | Sharelynn Moore | 168,361 | | * | Shawn M. Soderberg(9) | 843,823 | | * | All Current Executive Officers and Directors as a Group (10 persons)(10) | 8,035,965 | | 3.5 | |
* Less than one percent. (1)Includes 50,000 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024. Ms. Bush also has a right to 36,301 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (2)Includes 293,333 shares of Class A common stock held by JCEP Investments, LLC of which Mr. Chambers is the managing member. Mr. Chambers also has a right to 16,488 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (3)Mr. Immelt also has a right to 32,095 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (4)Ms. Warner also has a right to 3,397 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (5)Includes (i) 6,000 shares of Class A common stock held in Mr. Zervigon’s IRA. Mr. Zervigon also has a right to 46,658 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (6)Includes (i) 1,971,337 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024, (ii) 101,445 Class A performance stock units that vest within 60 days of February 28, 2024, (iii) 503,052 shares of Class A common stock held by trusts for which Mr. Sridhar is the trustee, (iv) 72,106 shares of Class A common stock held by GRATs for which Mr. Sridhar is the trustee, and (v) 537,487 shares of Class A common stock held by trusts for the benefit of Mr. Sridhar's children sharing his household. By virtue of the relationship Mr. Sridhar has with each Trust above in this footnote, Mr. Sridhar is deemed to have voting and dispositive power of the shares held by each trust. | | | | | | | | Bloomenergy | 2024 Proxy Statement | (1)93 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | SK ecoplant owns 10 million shares of redeemable convertible preferred stock (“RCPS”), which are convertible at any time at SK ecoplant’s option into Class A common stock. In addition, on the first anniversary of December 29, 2021, the RCPS shall automatically convert into shares of Class A Common Stock. The holders of the RCPS have no voting rights except on matters related to the RCPS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(7)Includes (i) 200,000 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024, (ii) 12,993 Class A performance stock units that vest within 60 days of February 28, 2024; and (iii) 9,177 Class A restricted stock units that vest within 60 days of February 28, 2024. Mr. Cameron also has a right to 235,157 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (8)Mr. Griffiths also has a right to 172,897 deferred stock units under the Deferred Compensation Plan, which are not reflected in the table. (9)Includes (i) 378,752 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024, (ii) 24,117 Class A restricted stock units that vest within 60 days of February 28, 2024, and (iii) 6,063 performance stock units that vest within 60 days of February 28, 2024. (10)Includes (i) 2,600,089 shares of Class A common stock subject to options exercisable within 60 days of February 28, 2024, (ii) 33,294 Class A restricted stock units that vest within 60 days of February 28, 2024, and (iii) 120,456 Class A performance stock units that vest within 60 days of February 28, 2024, Voting Agreements The Company has entered into voting agreements with SK ecoplant, Co., Ltd. and Econovation, LLC. These voting agreements cover 23,491,701 shares of Class A common stock, which represent approximately 10.4% of the outstanding Class A common stock and would have total beneficial voting power of 3.03%. The address is 32 Insa-dong 7-gil, Jongno-gu, Seoul, Republic of Korea, 03149, South Korea. | |
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