UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
As reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2025, on June 3, 2025, FuelCell Energy, Inc. (the “Company”) made a determination to end its employment relationship with Michael Lisowski, its Executive Vice President, Strategic Partnerships, without cause, effective as of July 4, 2025.
In connection with the end of this employment relationship, on June 13, 2025, the Company and Mr. Lisowski entered into an employment separation agreement (the “Separation Agreement”) providing that, in lieu of the termination benefits provided for under Mr. Lisowski’s employment agreement, dated as of July 30, 2019, upon the end of his employment effective as of July 4, 2025, Mr. Lisowski will receive (1) a severance payment of $400,000.12, representing 12 months of his annual base salary, to be paid in installments over a 12-month period; (2) eligibility to earn a pro rata portion of his outstanding performance stock units based on actual performance achieved following the end of the applicable performance period; (3) accelerated vesting of his 17,218 outstanding unvested time-vesting restricted stock units; (4) eligibility for his fiscal year 2025 management incentive plan award based on actual performance results following the end of the fiscal year and subject to any adjustments made to management incentive plan awards generally by the Company’s Compensation and Leadership Development Committee; and (5) subject to certain conditions, reimbursement or payment by the Company of its portion of the costs of continued medical, dental and vision benefits under COBRA for up to 12 months. Other than the continued eligibility to earn a pro rata portion of the outstanding performance stock units and accelerated vesting of the time-vesting restricted stock units referenced above, all other unearned performance stock units and any other outstanding unvested or unearned equity-based awards held by Mr. Lisowski as of the end of his employment will be forfeited.
Mr. Lisowski’s benefits under the Separation Agreement are contingent on his providing and not revoking a release of claims and on his continued compliance with the covenants in the Agreement for Assignment, Confidentiality, Non-Competition and Non-Solicitation, dated as of April 1, 2022, between Mr. Lisowski and the Company.
The foregoing description of the Separation Agreement is a summary only and is qualified in its entirety by the terms of the Separation Agreement itself, which is filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are being filed herewith:
Exhibit | Description |
10.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FUELCELL ENERGY, INC. | ||
Date: June 13, 2025 | By: | /s/ Michael S. Bishop |
Michael S. Bishop | ||
Executive Vice President, Chief Financial Officer and Treasurer | ||