UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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CAPSTONE TURBINEGREEN ENERGY CORPORATION

16640 Stagg Street

Van Nuys, California 91406

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July 17, 202013, 2021

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Dear Capstone TurbineGreen Energy Stockholder:

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You are cordially invited to attend the 20202021 annual meeting of stockholders (the “Annual Meeting”) of Capstone TurbineGreen Energy Corporation (the “Company”) to be held virtually on August 27, 2020,2021, at 11:00 a.m., pacific daylight savings time. You can attend the Annual Meeting via the Internet, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/CPST2020.CGRN2021 (there is no physical location for the Annual Meeting). You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

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Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

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In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the Proxy Statement and our 20202021 Annual Report to Stockholders. The Notice of Internet Availability contains instructions on how stockholders can access the documents over the Internet as well as how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the 20202021 Annual Report to Stockholders and a proxy card.

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Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted. Therefore, I urge you to vote by proxy as soon as possible over the Internet as instructed in the Notice of Internet Availability or, if you receive paper copies of the proxy materials by mail, you can vote over the Internet, by phone or by mail by following the instructions on the proxy card. Any stockholder attending the Annual Meeting, may vote by Internet during the meeting, even if you have already returned a proxy card or voting instruction card.voted.

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On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.

Van Nuys, California

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YOUR VOTE IS IMPORTANT

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PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE AS INSTRUCTED IN THESE

MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE.

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CAPSTONE TURBINEGREEN ENERGY CORPORATION

16640 Stagg Street

Van Nuys, California 91406

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held August 27, 20202021

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The Capstone TurbineGreen Energy Corporation (the “Company” or “Capstone”) 20202021 annual meeting of stockholders (the “Annual Meeting”) will be held virtually on August 27, 2020,2021, at 11:00 a.m., pacific daylight savings time, for the following purposes:

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The foregoing items of business are more fully described in the accompanying Proxy Statement. The Board of Directors has fixed the close of business on June 30, 2020July 2, 2021 as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of the Company’s common stock at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

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Whether or not you plan to attend the Annual Meeting, please vote over the Internet or by telephone as instructed in these materials or complete, sign, date and return the proxy card promptly. The proxy is being solicited on behalf of the Board of Directors of Capstone for use at the Annual Meeting.

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This year’s Annual Meeting will be held entirely via the Internet. To assure your representation at the annual meeting, we urge you, regardless of whether you plan to attend the annual meeting online, to sign, date and return the proxy card (if you received printed materials) or to vote over the telephone or on the Internet as instructed in these proxy materials so that your shares will be represented at the annual meeting. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

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To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/CPST2020,CGRN2021, you must enter the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials) to attend the Annual Meeting.. We encourage you to access the annual meeting before it begins. Online check-in to access the meeting will start shortly before the meeting on August 27, 2020.2021. If you attend the Annual Meeting at www.virtualshareholdermeeting.com/CPST2020,CGRN2021, you may vote electronically during the meeting even if you have previously returned a proxy. Stockholders will also have the opportunity to submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/CPST2020CGRN2021 by logging on with your control number. A technical support telephone number will be posted on the log-in page of www.virtualshareholdermeeting.com/CPST2020CGRN2021 that you can call if you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting.

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Van Nuys, California

July 17, 202013, 2021

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CAPSTONE TURBINEGREEN ENERGY CORPORATION

16640 Stagg Street

Van Nuys, California 91406

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PROXY STATEMENT

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For Annual Meeting Of Stockholders

To Be Held August 27, 20202021

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROXY MATERIALS

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Who is soliciting my vote?

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The Board of Directors of the Company is soliciting your vote for the 20202021 Annual Meeting of Stockholders.

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When is the 20202021 Annual Meeting and how do I attend?

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This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors of Capstone TurbineGreen Energy Corporation (the “Company” or “Capstone”) from holders of issued and outstanding shares of the Company’s common stock, par value $.001 per share (“Common Stock”), to be voted at the 20202021 annual meeting of stockholders (the “Annual Meeting”), to be held virtually on August 27, 2020,2021, at 11:00 a.m., pacific daylight savings time, for the purposes set forth in the accompanying notice and herein, and any adjournments or postponements thereof. The Annual Meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/CPST2020.CGRN2021.

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How can I obtain the proxy materials?

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A copy of Capstone’s 20202021 Annual Report to Stockholders (the “2020“2021 Annual Report”) and the Proxy Statement and accompanying proxy card were first mailed or made available to stockholders on or about July 17, 2020.13, 2021. The 20202021 Annual Report includes Capstone’s audited consolidated financial statements.

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Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

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Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide access to its proxy materials via the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (“Notice”) to its stockholders. All stockholders will be able to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition,

stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the cost of printing and mailing documents to you and reduce the environmental impact of its annual meetings.

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How can I obtain electronic access to the proxy materials?

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The Notice will provide you with instructions regarding how to view on the Internet the Company’s proxy materials for the Annual Meeting. Additionally, when you vote online you can also sign up to receive future proxy materials by email.

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The Company’s proxy materials also are available on its investor relations website at http://ir.capstoneturbine.com/ir.capstonegreenenergy.com/investor-kit under “Investor Kit.”

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Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

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How many votes can be cast by all stockholders?

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If you were a stockholder of record of Common Stock at the close of business on June 30, 2020,July 2, 2021, you are entitled to notice of, and to vote at, the Annual Meeting. As of the record date, 11,023,92115,126,044 shares of Common Stock were outstanding. Each stockholder of record on June 30, 2020,July 2, 2021, is entitled to one vote for each share of Common Stock held by such stockholder on that date.

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How is the quorum reached?

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The required quorum for the transaction of business at the Annual Meeting is holders of a majority of the shares entitled to vote at any meeting of stockholders, present in person or represented by proxy, as of the record date. AbstentionsFor purposes of determining a quorum, abstentions and broker non votes will beare counted as present.

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How are broker non-votes and abstentions treated?

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Broker non-votes and abstentions are counted for purposes of determining the presence or absence ofwhether a quorum for the transaction of business at the Annual Meeting. A broker non-vote occurs when a broker holding shares for a beneficial holder does not have discretionary voting power withis present. With respect to that proposal and has not received instructions from the beneficial owner. Without your instructions, your broker or nominee is permitted to use its own discretion and vote your shares on certain matters (such as Proposal 4), but it is not permitted to use discretion and vote your shares on other matters (such as Proposals 1, 2, and 3). We urge you to give voting instructions to your broker on all proposals. Concerning the election of directors you may: (a) vote for all director(Proposal 1), broker non-votes and abstentions would have no effect on determining the nominees as a group; (b) withhold authorityelected. However, with respect to vote for all director nominees as a group; or (c) vote for all director nominees as a group except those nominees you identify on the appropriate line. For Proposals 2, 3 and 4, abstentions will have the same effect as votes cast AGAINST each such matter. If a broker indicates on the proxy that it does not have discretionary authority as to Proposals 1, 2, and 3, broker non-votes will have no effect on these proposals, while for Proposal 4, your broker will be able to vote againston these proposals even if it does not receive instructions from you, so there will not be any broker non-votes in connection with these proposals.

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What happens if I do not give specific voting instructions?

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Stockholders of Record: Proxies properly executed, duly returned to us and not revoked will be voted in accordance with the instructions given. Where no instructions are given, subject to the requirements described below, such proxies will be voted: FOR the election of each of the seven nominees for director listed in this Proxy Statement to serve until the next annual meeting or until their successors have been elected and qualified; FOR the approval of the amendment to the Capstone Green Energy Corporation 2017 Equity Incentive Plan; FOR the approval of the non-binding, advisory vote on the compensation of our named executive officers (“NEOs”); and FOR the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022. If any matter not described in this Proxy Statement is properly presented for action at the Annual Meeting, the persons acting as proxies will have discretionary authority to vote on the action according to their best

judgment. Each stockholder of record on July 2, 2021 is entitled to one vote for each share of Common Stock held by such stockholder on that date.

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Beneficial Owners of Shares Held in Street Name: If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will indicate on the proxy card that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” For Proposals 1, 2, and 3, broker non-votes will have no effect on these proposals, while for Proposal 4, your broker will be able to vote on these proposals even if it does not receive instructions from you, so there will not be any broker non-votes in connection with these proposals. For Proposal 1, withhelddirectors will be elected by a plurality of the votes cast by the stockholders entitled to vote on the election. Withheld votes and broker non-votes will have no effect on the outcome of the proposal.

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What if I return, but do not provide We urge you to give voting instructions for my proxy?

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Proxies properly executed, duly returned to us and not revoked will be voted in accordance with the instructions given. Where no instructions are given, subject to the requirements described below, such proxies will be voted: FOR the election of the seven members to Capstone’s Board of Directors listed in this Proxy Statement to serve until the next annual meeting or until their successors have been elected and qualified; FOR the approval of the amendment to the Capstone Turbine Corporation 2017 Equity Incentive Plan; FOR the approval of the non-binding, advisory voteyour broker on the compensation of our named executive officers (“NEOs”); and FOR the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021. If any matter

What is the voting requirement to approve each of the proposals?

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With respect to the election of directors (Proposal 1), directors will be elected by a plurality of the votes cast (meaning that the seven director nominees who receive the highest number of shares voted “FOR” their election are elected). In other words, because there are no other nominees for election as directors other than the persons named in the enclosed proxy card and assuming each of those persons receives at least one vote, all of them will be re-elected to our Board. You may: (a) vote for all director nominees as a group; (b) withhold authority to vote for all director nominees as a group; or (c) vote for all director nominees as a group except those nominees you identify on the appropriate line. Votes that are withheld and broker non-votes will also have no effect on the outcome of the election of directors.

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With respect to approval of the amendment to increase the number of shares available for issuance under the Capstone Green Energy Corporation 2017 Equity Incentive Plan (Proposal 2), the affirmative vote of a majority of shares represented at the Annual Meeting and entitled to vote is required. For purposes of determining whether this proposal has passed, abstentions will have the effect of a vote AGAINST the proposal. Broker non-votes will have no effect on this proposal.

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With respect to the non-binding advisory vote on the compensation of our named executive officers (Proposal 3), the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote is required to approve this resolution. Even though this vote will neither be binding on the Company or the Board of Directors nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors, the Compensation and Human Capital Committee will take into account the outcome of the vote when considering future executive compensation decisions. For purposes of determining whether this proposal has passed, abstentions will have the effect of a vote AGAINST this proposal. Broker non-votes will have no effect on this proposal.  

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With respect to Proposal 4, the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote is required for the ratification the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022. For purposes of determining whether this proposal has passed, abstentions will have the effect of a vote AGAINST the proposal.

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What do I need to be able to attend the Annual Meeting online?

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We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/CPST2020.CGRN2021. The webcast will start at 11:00 a.m. pacific daylight savings time on August 27, 2020.2021. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the annual meeting, you will need the 16-digit control number, which is on your Notice of Internet Availability, proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the annual meeting of stockholders are also posted online at www.proxyvote.com.

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Why is this Annual Meeting being held virtually?

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We are excited to provide ease of access, real-time communication, and cost savings for our stockholders. We believe that hosting a virtual meeting provides easy access for our stockholders and facilitates participation since stockholders can participate from any location around the world. You will be able to participate in the annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CPST2020.CGRN2021. You also will be able to vote your shares by Internet before or during the Annual Meeting.

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How can I submit a question at the Annual Meeting?

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If you would like to submit a question during the annual meeting, log into www.virtualshareholdermeeting.com/CPST2020CGRN2021 by using the 16-digit control number, which is on your proxy card or in the instructions accompanying your proxy materials, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints. The questions and answers will be available as soon as practicable after the annual meeting at www.virtualshareholdermeeting.com/CPST2020CGRN2021 and will remain available for one week after posting.

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What if I have technical difficulties or trouble accessing the Annual Meeting?

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If you encounter any technical difficulties with accessing the audio webcast on the meeting day, a phone number will be posted 15 minutes before the meeting start time, on August 27, 2020.2021. Technical support will be available starting at 10:30 ama.m. pacific daylight savings time, 30 minutes before the meeting start time and will remain available until the annual meeting has ended.

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PROPOSAL 1

ELECTION OF DIRECTORS TO THE BOARD OF DIRECTORS

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Introduction

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At the Annual Meeting, seven Directors will be elected, each to serve until the 20212022 Annual Meeting and until such Director’s successor is duly elected and qualified or until such Director’s earlier resignation or removal. Upon the recommendation of the NominatingGovernance and Corporate GovernanceSustainability Committee, the Board of Directors has nominated Holly A. Van Deursen, Paul D. DeWeese, Robert C. Flexon, Darren R. Jamison, Yon Y. Jorden, Robert F. Powelson, and Denise Wilson for re-election, and Ping Fu for election, as Directors. Shares represented by each properly executed proxy will be voted for the re-election of Holly A. Van Deursen, Paul D. DeWeese, Robert C. Flexon, Darren R. Jamison, Yon Y. Jorden, Robert F. Powelson, and Denise Wilson, and election of, Ping Fu as Directors, unless contrary instructions are set forth on such proxy. Proxies cannot be voted for a greater number of individuals than the number of nominees. Each nominee has agreed to stand for re-election or election and to serve, if elected, as a Director. However, if any nominee fails to stand for re-election or is unable to accept election, the proxies will be voted for the election of such other person as the Board of Directors may recommend.

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Information About Our Directors

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The number of Directors of the Company is presently fixed at eight (8)seven (7) and the Board of Directors currently consists of eight (8)seven (7) members. Gary J. Mayo has informedOne of the current members of the Board of Directors that he will not stand for re-election and willintends to retire from the Board of Directors upon the expiration of his current term at the Annual Meeting, and a non-incumbent director candidate is being proposed for election at which time the numberAnnual Meeting in the retiring director’s stead.

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Holly A. Van Deursen, a director since 2007, intends to retire at the Annual Meeting. As a result of Directors will be fixed at seven (7). You cannot voteMs. Van Deursen’s retirement, the Governance and Sustainability Committee undertook a formal search process for more directors thandirector candidates, targeting candidates with experience, skills and other attributes relevant to the seven (7) nominees named herein.Company’s strategic objectives. The Governance and Sustainability Committee executed an extensive search, reviewing over 150 resumes, and interviewing numerous candidates. As a result of this search process, Ping Fu was identified by the third-party search firm as a potential director candidate and, following her evaluation by the Governance and Sustainability Committee, was recommended by the Governance and Sustainability Committee for appointment to the Board of Directors.

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The Board of Directors has nominated Holly A. Van Deursen, Paul D. DeWeese, Robert C. Flexon, Darren R. Jamison, Yon Y. Jorden, Robert F. Powelson, and Denise Wilson for re-election as Directors. The Board of Directors has determined that Ms. Van Deursen, Mr. DeWeese, Mr. Flexon, Ms. Fu, Ms. Jorden, Mr. Powelson, and Ms. Wilson are independent Directors as defined in Rule 5605(a)(2) under the Marketplace Rules of the National Association of Securities Dealers, Inc. (the “NASDAQ Rules”).

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The positions of Chief Executive Officer and Chair of the Board are currently each filled by a different individual, Mr. Jamison and Ms. Van Deursen,Mr. Flexon, respectively. If the position of Chair of the Board is vacant, or if he or she is absent, the Chief Executive Officer presides, when present, at meetings of stockholders.

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Additionally, the structure of our Board of Directors also consists of thehas Compensation and Human Capital, Audit and NominatingGovernance and Corporate GovernanceSustainability Committees. Ms. Wilson, Ms. Jorden, and Mr. DeWeese will each serve as Committee Chairs, respectively.

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The Chair of the Board, Chairs of the committees, as well the remaining members of the Board of Directors, each have relevant experience and background to provide leadership and guidance to the Company and the Company’s management. Specifically, the members of the Board of Directors have relevant leadership, technology, finance, industry, and market experience necessary for their positions as directors of the Company and provide for a leadership structure that is appropriate for the Company.

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Set forth below is certain information regarding the nominees for election as Directors of the Company, including the Directors who have been nominated for re-election at the Annual Meeting.Company. The ages of and biographical information regarding the nominees for re-election and each Director who is not standing for election is based on information furnished to the Company by each nominee and Director and is as of June 30, 2020.July 2, 2021.

Financial Officer of NRG Energy, Inc. (NYSE: NRG) from February to November 2009. Mr. Flexon previously served as Executive Vice President and Chief Operating Officer of NRG Energy from March 2008 to February 2009 and as its Executive Vice President and Chief Financial Officer from 2004 to 2008. Prior to joining NRG Energy, Mr. Flexon held executive positions with Hercules, Inc. and various key positions, including General Auditor, with Atlantic Richfield Company. In addition, Mr. Flexon was a CPA with the former Cooper & Lybrand from 1980 to 1987. Mr. Flexon served on the public board of directors of Foster Wheeler from 2006 until 2009 and from May to October 2010 and of Westmoreland Coal Company from 2016 to 2019. He currently serves on the Board of Directors for Genesys Works-Houston, an organization that transforms the lives of disadvantaged high school students through meaningful work experience. He also served on the board of directors of Baker Ripley, a Texas non-profit organization that connects low income people to opportunities, from 2014 to 2016. Mr. Flexon holds a Bachelor of Science degree in Accounting from Villanova University. He became a Certified Public Accountant (inactive) in the State of Pennsylvania.

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Among his other skills and expertise, Mr. Flexon brings to the Board of Directors over a decade of experience in accounting and financial matters and has a breadth of executive management experience. In his years as an energy industry executive, he has developed a deep comprehension of wholesale power generation markets and customers.

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Darren R. Jamison. Mr. Jamison joined Capstone in December 2006 as President and Chief Executive Officer, and has been a director since December 2006. He also served as a director for Endurance Wind Power, a privately held Canadian-headquartered wind turbine manufacturer, from December 2015 to October 2016. Mr. Jamison joined Capstone from Northern Power Systems, Inc., a company that designs, manufactures and sells wind turbines into the global marketplace, where he served as President and Chief Operating Officer and Executive Vice President of Operations. Prior to joining Northern Power Systems, Inc., Mr. Jamison was Vice President and General Manager of Distributed Energy Solutions for Stewart & Stevenson Services, Inc., a leading designer, manufacturer and marketer of specialized engine-driven power generation equipment to the oil and gas, renewable and energy efficiency markets. He holds a Bachelor of Arts degree in Business Administration and Finance from Seattle University.

Among his other skills and expertise, Mr. Jamison brings to the Board of Directors his unique perspective as President and Chief Executive Officer of the Company and substantial executive and industry experience within the Company’s major market verticals.

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Yon Y. Jorden. Ms. Jorden has been a director since April 2017. Ms. Jorden also currently serves as director and audit committee member of Cohu, Inc. (NASDAQ: COHU), which is a global leader in back-end semiconductor equipment and services, delivering leading-edge solutions for the manufacturing of semiconductors. Additionally, she serves as a director and finance committee member of Methodist Health System, a not for profit Texas-based hospital system since 2008. Prior to her current roles, Ms. Jorden also served as director, chairperson of the compensation committee and a member of the audit committee and the governance and nominating committee the latter of which she has previously served on as chairperson, for Maxwell Technologies (NASDAQ: MXWL), a leader in development and manufacturing of energy storage and power delivery solutions from 2008 to 2017. In addition, she also served as director and chairperson of the audit committee of Magnatek, Inc., (NASDAQ: MAG) a manufacturer of digital power control systems, U.S. Oncology, a privately-held oncology services company, and BioScrip, (NASDAQ: BIOS) a national provider of infusion and home care management solutions. During aher business career spanning more than 25 years, she has served as chief financial officer of four publicly traded companies, most recentlyincluding as Executive Vice President and Chief Financial

Robert F. Powelson. Mr. Powelson has been a director since June 2019. Mr. Powelson has served as the President and Chief Executive Officer of the National Association of Water Companies (“NAWC”) since June 2018. Prior to joining NAWC, Mr. Powelson was nominated to the Federal Energy Regulatory Commissioner (“FERC”) by President Donald J. Trump in May 2017, confirmed by the U.S. Senate in August 2017, and served as a member of FERC until August 2018. Prior to his appointment to FERC, Mr. Powelson served on the Pennsylvania Public Utility Commission (“PUC”) from June 2008 to August 2017, and served as the PUC’s chairman from February 2011 to May 2015. Mr. Powelson also served on Pennsylvania’s Marcellus Shale Advisory Commission from March 2011 to July 2011. Prior to joining the PUC, Mr. Powelson served as president of the Chester County Chamber of Business & Industry from February 1994 to July 2008. Mr. Powelson was also a past president of the National Association of Regulatory Utility Commissioners (“NARUC”), where he also was a member of the board of directors from March 2011 to July 2017. Mr. Powelson served as chairman of the NARUC Committee on Water and Power and represented the Water Committee on NARUC’s Task Force on Climate Policy. Mr. Powelson holds a Masters of Governmental Administration from the University of Pennsylvania and a Bachelor of Arts from St. Joseph’s University.

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Among his other skills and expertise, Mr. Powelson brings to the board of directors extensive expertise in public utlitlies,utilities, the regulatory environment and public policy.

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Denise Wilson. Ms. Wilson has been a director since November 2019. Ms. Wilson served as Executive Vice President and President, New BusinessAlternative Energy Businesses for NRG Energy, Inc., (“NRG”)(NYSE: NRG), an independent power company with generation, energy retail business and cleantech ventures, from July 2011 through January 2016. Ms. Wilson served as Executive Vice President and Chief Administrative Officer of NRG, from September 2008 through July 2011. Prior to September 2008, Ms. Wilson served as Executive Vice President, Human Resources for Nash-Finch Company, a national food distributor, and inother various senior roles at NRG from 2000 through 2007. Prior to joining NRG, Ms. Wilson held various key positions as Vice President Human Resources with Metris Companies Inc. and Director, Human Resources with General Electric ITS. Ms. Wilson holds a Masters in Industrial Relations from the University of Minnesota.

Ms. Wilson brings to the Board of Directors extensive experience as President of a Fortune 500 company that generates electricity and provides energy solutions and natural gas to more than 3.7 million residential, small business, and commercial and industrial customers.

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Ping Fu.Ms. Fu currently serves on the board of directors of Live Nation Entertainment (NYSE: LYV), the world’s largest live entertainment Company, as well as the boards of Long Now Foundation, and Burning Man Project.

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In 1996, Ms. Fu co-founded Geomagic, a leader in 3D imaging and 3D printing technologies that have fundamentally changed the way products are designed and manufactured around the world, and she served as its CEO until 2013. Following the acquisition by 3D Systems (NYSE: DDD) of Geomagic in 2013 until 2016. Ms. Fu as Chief Strategy Officer and Chief Entrepreneur Officer at 3D Systems. She was also part of the team that created the NCSA Mosaic software and HTTP server software which were key in the early development of the Internet.

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Ms. Fu has received numerous awards for her leadership, including the Outstanding American by Choice award from U.S. Citizenship and Immigration Services, the Ernst & Young Entrepreneur of the Year award and Inc. Magazine’s Entrepreneur of the Year award. Ms. Fu’s book, Bend Not Break: A Life in Two Worlds, was on the New York Times bestseller list.

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Ms. Fu will bring to the Board of Directors extensive experience in senior executive and leadership positions, global business experience and expertise in technology trends, social change and policy making.

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No director or officer has been involved in any legal proceedings required to be disclosed under Item 401(f) of Regulation SK.

Vote Required

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A quorum being present, Directors shall be elected by a plurality of the votes cast (meaning that the seven Director nominees who receive the highest number of shares voted “FOR” their election are elected). Votes that are withheld will be excluded entirely from the vote and will have no effect on the vote. Brokerbroker non-votes will also have no effect on the outcome of the election of directors.

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GOVERNANCE OF THE COMPANY AND PRACTICES OF THE BOARD OF DIRECTORS

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Board of Directors; Leadership Structure

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The Board of Directors met seven (7) times during the fiscal year ended March 31, 20202021 (the “2020“2021 Fiscal Year” or “Fiscal 2020”2021”). The Board of Directors has established an Audit Committee (the “Audit Committee”), a Compensation and Human Capital Committee (the “Compensation and Human Capital Committee”), and a NominatingGovernance and Corporate GovernanceSustainability Committee (the “Nominating“Governance and Corporate GovernanceSustainability Committee”). During Fiscal 2020,2021, each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board of Directors of the Company (held during the period for which he or she was a director) and (2) the total number of meetings of all committees of the Board of Directors of the Company on which the director served (during the periods that he or she served). The Company strongly encourages each member of the Board of Directors to attend each annual meeting of stockholders. All of the directors serving on the Board of Directors at the time attended the 20192020 Annual Meeting. The Company’s independent directors met in executive session, without members of the Company’s management present, at all of the in-person meetings of the Board of Directors in Fiscal 2020.2021.

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The Board of Directors is committed to having a sound governance structure that promotes the best interests of all of the Company’s stockholders. To that end, the Board of Directors has evaluated and actively continues to examine emerging corporate governance trends and best practices. Stockholder perspectives play an important role in that process. The level of importance afforded to stockholder perspectives byfollowing are the Board of Directors is evident upon a closer reviewkey aspects of the Board of Directors’Company’s governance structure. Some key points regarding that structure are as follows:structure:

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We believe our Board of Directors structure serves the interests of stockholders by balancing board continuity and the promotion of long-term thinking with the need for director accountability.

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Risk Oversight

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The Board of Directors oversees an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and to enhance stockholder value. A fundamental part of risk management is not only understanding the risks the Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board of Directors in setting the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company. The full Board of Directors participates in an annual enterprise risk management assessment.

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While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from the Company’s internal auditors. In setting compensation, the Compensation and Human Capital Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy and is responsible for oversight with respect to compensation and succession planning risks.

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Audit Committee

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The Audit Committee currently consists of Ms. Jorden (Chair), Ms. Van Deursen, and Mr. Flexon. Upon Ms. Van Deursen’s retirement and Ms. Fu’s election as Director, Ms. Fu is expected to join the Audit Committee. The Audit Committeecommittee is constituted to comply with Section 3(a)(58)(A) of the Exchange Act and is responsible, among other items, for: (i) monitoringoverseeing the Company’s accounting and financial reporting and overseeing accounting practices; (ii) annually retaining the independent public accountants as auditors of the financial statements and accounts of the Company; (iii) monitoring the scope of audits made by the independent public accountants and the audit reports submitted by the independent public accountants; (iv) overseeing the systems of internal control which management and the Board of Directors have established; and (v) discussing with management and the independent and internal auditors the Company’s major financial risk exposure and the steps taken to monitor and control such exposure. In addition, the Audit Committee has the duties of a “qualified legal compliance committee,” including monitoring and reviewing stockholder complaints, and also reviews and approves all related party transactions. The Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is available on the Company’s website at www.capstoneturbine.com.www.capstonegreenenergy.com. Pursuant to its written charter, the Audit Committee reviews its charter on an annual basis for compliance, best practices and any other needed updates or changes. During Fiscal 2020,2021, the Audit Committee held seventen meetings. The Board of Directors has determined that each of Ms. Jorden and Mr. Flexon is an “audit committee financial expert,” as that term is defined by applicable rules adopted by the SEC. The Board of Directors has further determined that each member of the Audit Committee is independent and financially literate as defined by NASDAQ rules.and SEC rules, as applicable.

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Audit Committee Report

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In performing its functions, the Audit Committee acts primarily in an oversight capacity. Management is responsible for the integrity of the Company’s financial statements, as well as its accounting and financial reporting process, principles and internal controls to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accountants have the primary responsibility for performing an independent audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with generally accepted auditing principles. Members of the Audit Committee are not professionally engaged in the practice of auditing or accounting, and all members are not experts in the fields of accounting or auditing, including auditor independence. The Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for preparing financial statements and reports and implementing internal controls over financial reporting. The Audit Committee also relies on the work and assurances of the Company’s internal auditors, which have the primary responsibility to test and evaluate the internal controls over financial reporting. In addition, the Audit Committee selects the Company’s independent registered public accountants and has the authority to engage independent counsel and other advisors as it deems necessary.

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In this context, the Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company contained in the Company’s Annual Report on Form 10-K as of and for the year ended March 31, 20202021 with management and Marcum LLP, the Company’s independent registered public accounting firm for the year ended March 31, 2020.2021. The Audit Committee has discussed with Marcum LLP the matters required to be discussed by the Statement on Auditing Standard No. 1301, as currently in effect, “Communications with Audit Committees” as adopted by the Public Company Accounting Oversight Board, both with and without management present. In addition, the Audit Committee has received and reviewed the written disclosures and the letter from Marcum LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum LLP’s communications with the Audit Committee concerning independence and has discussed with Marcum LLP their independence from the Company.

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In the performance of their oversight function, the members of the Audit Committee necessarily relied upon the information, opinions, reports and statements presented to them by the management of the Company and by the

general oversight in respect of corporate governance, social responsibility and sustainability matters. The NominatingGovernance and Corporate GovernanceSustainability Committee operates under a written charter adopted by the Board of Directors, a copy of which is available on the Company’s website at www.capstoneturbine.com.www.capstonegreenenergy.com. Pursuant to its written charter, the NominatingGovernance and Corporate GovernanceSustainability Committee reviews its charter on an annual basis for compliance, best practices and any other needed updates or changes. During Fiscal 2020,2021, the NominatingGovernance and Corporate GovernanceSustainability Committee held fivenine meetings. The NominatingGovernance and Corporate GovernanceSustainability Committee met subsequent to the end of Fiscal 20202021 to recommend to the full Board of Directors each of the nominees for election to the Board of Directors as presented herein.

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The above does not purport to provide in detail the requirements for a stockholder’s nomination of the director. A stockholder interested in nominating a director to our Board of Directors is encouraged to review our bylaws and the SEC’s proxy rules, as any stockholder nomination must comply with the applicable provisions of our bylaws and the SEC’s proxy rules and will be handled in accordance with our bylaws and applicable laws.

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The NominatingGovernance and Corporate GovernanceSustainability Committee reviews the composition and size of the Board of Directors and determines the criteria for Board of Directors membership. In addition, the NominatingGovernance and Corporate GovernanceSustainability Committee reviews the qualifications, qualities, skills and other expertise of prospective candidates to

meetings to narrow the list of prospective candidates; (viii) along with the Chair of the Board of Directors and management, interviews a select group of prospective candidates; (ix) approves the candidate or candidates who are most likely to advance the best interests of the stockholders; and (x) recommends the selected candidate or candidates to the Board of Directors and the stockholders for approval. The NominatingGovernance and Corporate GovernanceSustainability Committee, which may request the assistance of members of the Board of Directors who are not on the NominatingGovernance and Corporate GovernanceSustainability Committee in the execution of its duties, carefully documentdocuments the selection and evaluation process.

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Stockholder Communications

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The Company has a policy whereby stockholders may communicate directly with the Company’s Board of Directors, or individual members of the Board, by writing to the Company at:

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Capstone TurbineGreen Energy Corporation

16640 Stagg Street

Van Nuys, CA 91406

Attention: Colby Petersen, Secretary

PROPOSAL 2

APPROVAL OF AN AMENDMENT TO THE CAPSTONE TURBINEGREEN ENERGY CORPORATION 2017 EQUITY INCENTIVE PLAN

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The Capstone TurbineGreen Energy Corporation 2017 Equity Incentive Plan (the “2017 Plan”) was originally adopted by our Board of Directors on June 30, 2017 and approved by the stockholders on August 31, 2017. On May 30, 2018,June 2, 2021, our Board of Directors approved, Amendment No. 1 to the 2017 Plan, which was approved by the stockholders on August 30, 2018. On June 4 2019, our Board of Directors approved Amendment No. 2 to the 2017 Plan, which was approved by the stockholders on August 29, 2019. On July 8, 2020, our Board of Directors approved, Amendment No. 3 (the “Plan Amendment”) to the 2017 Plan, subject to stockholder approval, to increase the aggregate number of shares of Common Stock authorized for issuance under the 2017 Plan by 500,000 and is submitting the Plan Amendment to the stockholders for approval at the Annual Meeting.

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The Board of Directors believes that stock-based incentive awards can play an important role in the success of the Company by encouraging and enabling the employees, officers, non-employee directors and consultants of the Company and its subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. The Board of Directors believes that providing such persons with a direct stake in the Company assures a closer identification of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. The Plan Amendment is designed to enhance the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants at levels determined to be appropriate by the Board of Directors and the Compensation and Human Capital Committee to motivate, attract and retain the services of such individuals and align their financial interests with those of our stockholders. A copy of the 2017 Plan, as amendedAmended through August 29, 2019,27, 2020, and the Plan Amendment are attached as Appendix A to this Proxy Statement and are incorporated herein by reference.

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As of June 30, 2020,2021, there were stock options to acquire 9,0747,649 shares of Common Stock outstanding under our equity compensation plans, with a weighted average exercise price of $216.90$202.04 and a weighted average remaining term of 2.291.56 years. In addition, as of June 30, 2020,2021, there were 258,062541,040 unvested full value awards with time-based vesting and 52,64288,628 unvested full value awards with performance vesting outstanding under our equity compensation plans. Other than the foregoing, no awards under our equity compensation plans were outstanding as of June 30, 2020.2021. As of June 30, 2020,2021, there were 402,993452,305 shares of Common Stock available for awards under our equity compensation plans.

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Summary of the Material Features of the 2017 Plan, as amended by the Plan Amendment

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The material features of the 2017 Plan, as amended by the Plan Amendment (the “Amended 2017 Plan”), are:

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had been in effect, the maximum aggregate market value of the Common Stock that could potentially be issued under the Plan was $2.7$5.2 million.

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Rationale for Share Increase

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The Plan Amendment is critical to our ongoing effort to build stockholder value. Equity awards are an important component of our executive and non-executive employee compensation programs. Our Board of Directors and Compensation and Human Capital Committee believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success. Our Compensation and Human Capital Committee determined the size of the proposed increase under the Plan Amendment based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees and an assessment of the magnitude of increase that our institutional investors would likely find acceptable.

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We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. This includes an equity-based compensation design that emphasizes a mix of time-based RSUs and performance-based restricted stock units (“PRSUs”), versus more dilutive stock options. The Compensation and Human Capital Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize stockholder value by granting only the number of equity incentive awards that it believes are necessary and appropriate to attract, reward and retain our employees. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. By doing so, we link the interests of those employees with those of our stockholders and motivate our employees to act as owners of the business.

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Burn rate Burn rate, which is the rate at which companies use shares available for grant under their equity compensation plans, is an important factor for investors concerned about stockholder dilution. In setting and recommending to stockholders the number of additional shares to be authorized under the Plan Amendment, the Compensation and Human Capital Committee and the Board of Directors considered the Company’s burn rates for all grants of equity awarded by the Board of Directors for the past three fiscal years ended March 31, 2021, 2020 2019 and 2018.2019. The following table sets forth information regarding historical awards granted for the fiscal years ended March 31, 2021, 2020 2019 and 2018,2019, and the corresponding net burn rate. The net burn rate is calculated by adding options and full value awards granted, less any options and full-value awards forfeited, cancelled, or expired, dividedand dividing the result by the weighted average shares outstanding. Our three-year average net burn rate is 2.5%2.1%.

sufficient. Accordingly, the Board of Directors is proposing to increase the number of shares available under the 2017 Plan by 500,000, from 900,0001.4 million to 1.41.9 million.

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Summary of the Amended 2017 Plan

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The following description of certain features of the Amended 2017 Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2017 Plan as amended through August 29, 2019, and the Plan Amendment, which are attached as Appendix A to this Proxy Statement and incorporated herein by reference.

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Administration The Amended 2017 Plan will be administered by the Compensation and Human Capital Committee. The Compensation and Human Capital Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Amended 2017 Plan. The Compensation and Human Capital Committee may delegate to our Chief Executive Officer the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not subject to Section 162(m) of the Code, subject to certain limitations and guidelines.

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Eligibility; Plan Limits All full-time and part-time officers, employees, non-employee directors and consultants are eligible to participate in the Amended 2017 Plan, subject to the discretion of the administrator. As of June 30, 2020,2021, approximately 114145 individuals would have been eligible to participate in the Amended 2017 Plan, which includes three executive officers, 102128 employees who are not executive officers, seven non-employee directors and twoten consultants. There are certain limits on the number of awards that may be granted under the Amended 2017 Plan. For example, no more than 200,000 shares of Common Stock may be granted to any one individual during any one calendar year period. The maximum performance-based award payable to any grantee in a performance cycle is 200,000 shares of Common Stock or $3.0 million for cash-based awards. In addition, no more than 1.41.9 million shares of Common Stock may be granted in the form of incentive stock options.options, upon adoption of the amendment.

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Director Compensation Limit The Amended 2017 Plan provides that the value of all awards awarded under the Amended 2017 Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year shall not exceed $300,000.

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Stock Options The Amended 2017 Plan permits the granting of (1) options to purchase Common Stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the Amended 2017 Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors and consultants. The option exercise price of each option will be determined by the Compensation and Human Capital Committee but may not be less than 100% of the fair market value of the Common Stock on the date of grant. Fair market value for this purpose will be the last reported sale price of the shares of Common Stock on the NASDAQ Capital Market on the grant date. The exercise price of an option may not be reduced after the date of the option grant, other than to appropriately reflect changes in our capital structure.

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The term of each option will be fixed by the Compensation and Human Capital Committee and may not exceed ten years from the date of grant. The Compensation and Human Capital Committee will determine at what time or times each option may be exercised; provided, that the vesting period applicable to any option may not be less than one year except in the case of a “sale event,” as defined in the Amended 2017 Plan. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Compensation and Human Capital Committee in circumstances involving the optionee’s death, disability, retirement or termination of employment, or a change in control (including a “sale event,” as defined in the Amended 2017 Plan). In general, unless otherwise permitted by the Compensation and Human Capital Committee, no option granted under the Amended 2017 Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity.

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Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Compensation and Human Capital Committee or by delivery (or attestation to the ownership) of shares of Common Stock that are beneficially owned by the optionee and that are not subject to restrictions under any Company plan. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, non-qualified options may be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.

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To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.

Stock Appreciation Rights The Compensation and Human Capital Committee may award stock appreciation rights subject to such conditions and restrictions as the Compensation and Human Capital Committee may determine provided, that the vesting period applicable to any stock appreciation rights may not be less than one year except in the case of a “sale event,” as defined in the Amended 2017 Plan. Stock appreciation rights entitle the recipient to shares of Common Stock equal to the value of the appreciation in the stock price over the exercise price. The exercise price is the fair market value of the Common Stock on the date of grant. The term of a stock appreciation right may not exceed ten years.

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Restricted Stock The Compensation and Human Capital Committee may award shares of Common Stock to participants subject to such conditions and restrictions as the Compensation and Human Capital Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified restricted period; provided, that the vesting period applicable to any restricted stock may not be less than one year except in the case of a “sale event,” as defined in the Amended 2017 Plan. During the vesting period, restricted stock awards may be credited with dividend equivalent rights (but dividend equivalents payable with respect to restricted stock awards with vesting tied to the attainment of performance criteria shall not be paid unless and until such performance conditions are attained).

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Restricted Stock Units The Compensation and Human Capital Committee may award RSUs to participants. RSUs are ultimately payable in the form of shares of Common Stock subject to such conditions and restrictions as the Compensation and Human Capital Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period; provided, that the vesting period applicable to any RSUs may not be less than one year except in the case of a “sale event,” as defined in the Amended 2017 Plan. In the Compensation and Human Capital Committee’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a RSU award, subject to the participant’s compliance with the procedures established by the Compensation and Human Capital Committee and requirements of Section 409A of the Code. During the deferral period, the RSUs may be credited with dividend equivalent rights.

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Unrestricted Stock Awards The Compensation and Human Capital Committee may also grant shares of Common Stock which are free from any restrictions under the Amended 2017 Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

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Dividend Equivalent Rights The Compensation and Human Capital Committee may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of Common Stock. Dividend equivalent rights may be granted as a component of a RSU award or as a freestanding award. Dividend equivalent rights granted as a component of a RSU award will be settled only upon settlement or payment of, or lapse of restrictions on, such award. Dividend equivalent rights may be settled in cash, shares of Common Stock or a combination thereof, in a single installment or installments, as specified in the award.

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Cash-Based Awards The Compensation and Human Capital Committee may grant cash bonuses under the Amended 2017 Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals.

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Change of Control Provisions In the event of a change of control, the parties to the “sale event,” as defined in the Amended 2017 Plan, may agree that such awards will be assumed or continued by the successor entity. If such

Tax Aspects Under the Code

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The following is a summary of the principal federal income tax consequences of certain transactions under the Amended 2017 Plan. It does not describe all federal tax consequences under the Amended 2017 Plan, nor does it describe state or local tax consequences.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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The following table sets forth information regarding securities authorized for issuance under equity compensation plans as of March 31, 2020:2021:

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EXECUTIVE OFFICERS OF THE COMPANY

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The names and ages of all executive officers of the Company and the principal occupation and business experience for at least the last five years for each are set forth below. The age of and biographical information regarding each executive officer is based on information furnished to the Company by each executive officer and is as of June 30, 2020.July 2, 2021.

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The following list identifies the name, age and position(s) of the executive officers of the Company:

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The term of each executive officer runs until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The following is a biographical summary of the experience of the executive officers of the Company who are not members of the Company’s Board of Directors:

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Darren R. Jamison. See “Proposal 1—Election of Directors to the Board of Directors—Information About Our Directors for information” pertaining to Mr. Jamison.

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Frederick S. Hencken III. Mr. Hencken was appointed to Chief Financial Officer of Capstone TurbineGreen Energy Corporation in January 2020, and had served as Interim Chief Financial Officer since October 2019. Mr. Hencken has served as the Company’s Chief Accounting Officer since April 2019 and served as the Company’s Controller from October 2017 through April 2019. Prior to joining the Company, Mr. Hencken held various roles in Finance and Accounting with InnoVista Sensors, previously Custom Sensors and Technologies, Inc., a global company specializing in designing and manufacturing sensors, controls, and actuators from 2012 to 2017. While employed at InnoVista Sensors, Mr. Hencken’s various roles included the Director of Financial Planning and Analysis, International Controller, and Director of Finance and Administration, North America. Prior to InnoVista Sensors, Mr. Hencken served as the Manager of Financial Reporting from 2008 to 2011 and Director of Financial Reporting in 2012, for THQ Inc., an independent developer, and publisher of games and interactive entertainment software. Prior to THQ Inc., Mr. Hencken was employed by McGladrey, LLP, a provider of assurance, tax, and consulting services, from 2001 to 2008, providing attest services. Mr. Hencken holds a Bachelor of Science degree in Accounting from California State University, Long Beach and is a Certified Public Accountant (active) licensed in California.

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James D. Crouse. Mr. Crouse was appointed as the Company’s Chief Revenue Officer in December 2019. He provides strategic direction of overall business development with a heavy focus on top-line revenue growth by managing direct sales in developing National Accounts sales and Key Account relationships. Mr. Crouse served as the Company's Executive Vice President of Sales and Marketing from February 2007 through November 2019, where he led the company’s sales, marketing, and distributor efforts globally. During his tenure, he has led a global distributor development effort that added 65+ distributors in 73 countries and was responsible for bringing several new clean energy and renewable energy microturbine products to the market. Mr. Crouse is a member of the board of the World Alliance for Decentralized Energy (“WADE”), a business accelerator associated with the worldwide development of high-efficiency cogeneration, onsite power and decentralized renewable energy systems that deliver substantial economic and environmental benefits. He served as the Chair of the Board of WADE. WADE’s membership includes more than 200 corporate leaders in the decentralized-energy industry and national cogeneration and decentralized energy associations worldwide. In December 2010, U.S. Secretary of Commerce Gary Locke named Mr. Crouse to the Renewable Energy and Energy Efficiency Advisory Committee, a national advisory committee of leading U.S. renewable energy and energy efficiency companies. Mr. Crouse was reappointed in 2012 and is one of 37 members on this committee which will advise the Secretary of Commerce on the development and implementation of programs and policies to help expand the global competitiveness of the U.S. renewable energy and energy efficiency industries. Mr. Crouse has testified before Congress on a number of issues. He testified on Capstone’s innovative technology and opportunities for combined heat and power in the energy efficiency sector. Prior to joining Capstone, Mr. Crouse was President of Navitas Consulting, where he specialized in assisting client companies with growing their businesses. Prior to his employment

with Navitas Consulting, Mr. Crouse was General Manager of the Gas Engine Group for Valley Power Systems, the GE Jenbacher distributor. Additionally, Mr. Crouse served as President of JST Energy and Vice President of Crown Engineering & Construction. Mr. Crouse is a member of the California Association of Building Energy Consultants, and he is a licensed General Engineering Contractor “A” in California.

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PROPOSAL 3

NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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Background

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Section 14A of the Exchange Act, put in place by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), requires the Company to seek a non-binding, advisory vote from its stockholders to approve the compensation of its NEOs (“Say-on-Pay” vote) as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and the related narrative disclosure in this Proxy Statement. Because the required vote is advisory, the result of the vote is not binding upon the Board of Directors or the Compensation and Human Capital Committee. However, the Board of Directors and the Compensation and Human Capital Committee value the perspectives and concerns of our stockholders regarding executive compensation. The Compensation and Human Capital Committee has invalues the pastperspectives and intends to continue to maintain in the future an open dialogueconcerns of our stockholders regarding executive compensation, and fosters communication with our stockholders to foster greater communication and transparency onregarding our executive compensation programs.

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  We believe that executive compensation should be linked to the Company’s performance and aligned with the interests of the Company’s stockholders. In addition, executive compensation is designed to allow the Company to recruit, retain and motivate employees who play a significant role in the organization’s current and future success.

Proposal

The Company is presenting this proposal, which gives you, as a stockholder, the opportunity to express your view on the compensation of our NEOs by voting FOR or AGAINST the following resolution:

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and other narrative executive compensation disclosures contained in the Company’s 20202021 Proxy Statement, is hereby APPROVED.”

Position of Board of Directors

As discussed in this proxy statement under the caption “Compensation of Officers and Directors” Section,, the Compensation and Human Capital Committee of the Board of Directors believebelieves that the executive compensation for the year ended March 31, 2020,2021, is reasonable and appropriate, is justified by the performance of the Company and is the result of a carefully considered approach after taking into account feedback from our stockholders. Our executive compensation program is designed to attract, motivate and retain a highly qualified group of executives and maintain a close correlation between the rewards to the Company’s executives and the strategic success of the Company and the performance of its stock.

Effect of Vote

Because your vote is advisory, it will not be binding upon the Company, the Compensation and Human Capital Committee or the Board of Directors; however, we value stockholders’ opinions, and we will consider the outcome of the Say-on-Pay vote when determining future executive compensation arrangements. 

Vote Required

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A quorum being present, the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote is required to approve this resolution. Even though this vote will neither be binding on the Company or the Board of Directors nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors, the Compensation and Human Capital Committee will take into account the outcome of the vote when considering future executive compensation decisions. For purposes of determining whether this proposal has passed, abstentions will have the effect of a vote AGAINST this proposal. Broker non-votes will have no effect on this proposal.  

RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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COMPENSATION OF OFFICERS AND DIRECTORS

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The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act and has elected to comply with certain of the requirements applicable to smaller reporting companies in connection with this Proxy Statement. Although the rules allow the Company to provide less detail about its executive compensation program, the Compensation and Human Capital Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. The information below summarizes the executive compensation program and results for our NEOs for Fiscal 2020.2021.

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Executive Summary

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Business Overview PriorDuring Fiscal 2021, the Company performed against its financial targets and focused on liquidity, which has been one of the Company’s strategic goals for the past several years. In the first quarter of Fiscal 2021, the Company achieved positive adjusted EBITDA. In the second quarter, the Company achieved positive cash from operating activities. In the third quarter, the Company had the highest revenue quarter in the past six quarters and in the fourth quarter it had the highest bookings quarter in the past six quarters. The Company finished Fiscal 2021 with $49.5 million of cash and cash equivalents, up 228%, from $15.1 million at the end of Fiscal 2020, due primarily to refinancing its $30.0 million 3-year term note, upsizing the note to $50.0 million, reducing the interest rate from 13% to LIBOR plus 8.75%, and started a new, 3-year term. Adjusted EBITDA excluding executive bonus improved by $9.2 million, or 70%, compared to adjusted EBITDA excluding executive bonus in Fiscal 2020.

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While the Company executed against its financial targets, it still faced difficult global economic conditions in Fiscal 2021 due to the COVID-19 pandemic, during Fiscal 2020 the Company was focused primarily on executing its plan of increasing its aftermarket service business in support of becoming adjusted EBITDA positive in the quarter ending June 30, 2020. In the third quarter ending December 31, 2019, accessories, parts, aftermarket service, long-term rental, and Distributor Support System revenue was $9.5 million, up 20% from $7.9 million in the quarter ended December 31, 2018, and represented the second highest aftermarket revenue in Company history.

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However, the unprecedented and rapid decline in global economic conditions due to the COVID-19 pandemicwhich had an immediate and adverse impact on our overall revenue and adjusted EBITDA for Fiscal 2020.2021. We experienced new product order delays, backlog pushouts in the oil and gas markets, test cancellations due to travel restrictions, supply chain shortages caused by vendor manufacturing plant shutdowns, increased logistics costs caused by flight cancellations, border shutdowns and lack of personnel to move freight, and order cancellations, among other challenges.

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Given both the impact of the COVID-19 pandemic on global economic conditions and our Company, as well as the Company’s performance against its targets, the Compensation and Human Capital Committee took the following actions related to Fiscal 2020 and Fiscal 2021 compensation:

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Stockholder Engagement The Compensation and Human Capital Committee values the perspectives and concerns of our stockholders regarding executive compensation and is committed to an ongoing, open dialoguefostering communication with its investors to foster greater communicationstockholders and transparency. During the last 12 months, the Company regularly held one-on-one meetings with stockholders and participated in 2914 larger group meetings attended by both existing and potential stockholders as well as 612 professional investor conferences to hear stockholder views on a variety of topics, including the Company’s executive compensation program. Based on stockholder feedback, the Compensation and Human Capital Committee believes the executive compensation program implemented in Fiscal 2020 continues to align2021 appropriately aligned the interests of our executives with the Company’s business strategy and future growth objectives, as well as to continue to place emphasis on compensation vehicles that increase stock ownership among our executives.objectives. Ongoing discussions with stockholders provide an opportunity for us to receive input of our stockholders regarding program design and details and to discuss the philosophy and structure of our executive compensation program, all of which help to guide us in refining the design of our compensation program and in the preparation of our executive compensation disclosure in our annual proxy statement. Based on stockholder feedback, which centered primarily on stockholders’ desire that the Company’s executive team continue to increase its ownership stake in the Company, Mr. Jamison directly purchased open market shares of the Company stock in all four of the approved trading windows between February 14, 2019 and February 12, 2020.program.

Oversight of Executive Compensation and Role of the Compensation and Human Capital Committee

The Compensation and Human Capital Committee is comprised entirely of independent, non-employee members of the Board of Directors. The Compensation and Human Capital Committee oversees the executive compensation program for our NEOs and makes recommendations to the Board of Directors regarding the compensation of our CEO. The Compensation and Human Capital Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation and Human Capital Committee’s authority and responsibilities are specified in the Compensation and Human Capital Committee’s charter, which may be accessed at our website, www.capstoneturbine.com,www.capstonegreenenergy.com, by clicking “Investors” and then “Corporate Governance.” The Compensation and Human Capital Committee Charter was approved by the Committee on April 20, 2018. In November 2019February 2021, the Compensation and Human Capital Committee reviewed its Charteramended the charter to include human capital management oversight. In accordance with the amended charter, our Compensation and determined no changes were neededHuman Capital Committee is also responsible for Fiscal 2020.reviewing, monitoring and providing recommendations to our Board of Directors on our workplace policies and practices, including corporate culture and employee engagement, talent management and leadership development, employee diversity and inclusion, ensuring a respectful workplace free of discrimination and harassment.

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The Role of the Peer Group The Compensation and Human Capital Committee uses data from a peer group to inform its compensation recommendations for our CEO and the other NEOs. The Compensation and Human Capital Committee annually assesses the composition of this peer group. In recommending and setting compensation for Fiscal 2020,2021, the Compensation and Human Capital Committee reviewed information provided by its independent compensation consultant, Pearl Meyer, regarding comparative market data, including a comprehensive analysis of total compensation and compensation components based on the peer group and published survey data appropriate to the Company’s industry and annual revenue. The Compensation and Human Capital Committee, with Pearl Meyer, reviewed the peer group for appropriateness based on a variety of factors including: similarities in revenue levels and size of market capitalization, similarities to the industries in which we operate and the overlapping labor market for top management talent. As a result of this review, the Compensation and Human Capital Committee approved the following peer group of companies, which was determined based on the similarity of the peer group companies to us in size, scope and complexity of business:companies:

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The compensation reports provided by Pearl Meyer include detailed information regarding base salary, target cash incentive compensation, target total cash compensation, estimated value of long-term incentive compensation and target total direct compensation for individuals deemed to be comparable to our executive officers in the peer group. The Compensation and Human Capital Committee used this information to assess the levels of compensation that are appropriate for our executive officers, including our NEOs. The Compensation and Human Capital Committee performs an annual assessment of the compensation consultants' independence and determined the compensation consultant’s work for the 20202021 Fiscal Year did not raise any conflicts of interest.

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Annual Risk Assessment To determine the level of risk arising from our compensation policies and practices, the Company conducted an executive compensation risk assessment during the 20202021 Fiscal Year under the oversight of the Compensation and Human Capital Committee. Several areas of potential compensation risk were reviewed, including competitiveness of pay, the balance between fixed and variable, performance-based elements, the balanced nature of the incentive plan performance measures, the target-setting process for the measures, capped incentive payouts, program alignment with stockholder returns, stock ownership guidelines, and anti-hedging and anti-pledging policies. The Compensation and Human Capital Committee noted that the Company’s compensation programs overall mitigate risk and protect stockholder interests.

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20202021 Summary Compensation Table

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The following table sets forth information regarding the compensation paid to or earned by the Company’s CEO and the other NEOs for services rendered to the Company and its subsidiaries for the fiscal years indicated.

Annual Incentive Compensation, Targets and Results The AIP for Fiscal 20202021 was designed to focus our NEOs on driving future growth and profitability. Specifically, this program was designed to reward our NEOs and other senior executives if the Company were to achieve pre-determined revenueadjusted EBITDA, cash from operating activities, and Adjusted EBITDAdebt refinancing performance goals, subject to the Company’s standard clawback provisions. Target annual incentive opportunities are expressed as a percentage of base salary, and were established based on the NEO’s level of responsibility and his or her ability to impact overall results. The Compensation and Human Capital Committee also considers market data in setting target award amounts. Target award bonus percentages for Fiscal 20202021 for Messrs. Jamison Hencken and Crouse and Ms. BrooksHencken were 100%, 15%, 45% and 45%, respectively. Mr. Hencken’s target award bonus percentage was increased from 15% to 45% on January 1, 2020,Crouse participates in recognition of his promotion to Chief Financial Officer.a separate variable compensation plan detailed further below. The weightings for the performance measures for Fiscal 20202021 are set forth in the table below. Mr. Crouse’s AIP is weighted more towards revenue due to his responsibility for revenue growth.

On June 2, 2021, the Compensation and Human Capital Committee met to determine if certain performance targets were met under the terms of awards granted for the 2021 Fiscal Year pursuant to the Executive Performance Incentive Plan. The Compensation and Human Capital Committee determined and certified that certain performance targets were satisfied by Mr. Crouse and authorized payment of $295,744 pursuant to the plan. The committee also determined that the Company reached a certain level of achievement of its performance targets required for payment to our other NEOs under the AIP. As such, the committee authorized non-equity incentive plan compensation payments of $587,296 to Mr. Jamison and $131,910 to Mr. Hencken pursuant to the AIP. These payments were calculated based on a percentage of the individual’s salary on March 31, 2020.