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Material Compensation Actions
As of February 26, 2020, the Committee took the following actions:
• Determined that the minimum 2019 Operating Income threshold under the 2019 Executive Performance RSU
Award Agreement had not been met. Thus, no RSUs would be awarded to Mr. Arnone for fiscal 2019 under his
2019 Executive Performance RSU Award Agreements with the Company.
• Determined there would be no profit sharing contribution to the Company’s 401(k) plan.
• Determined that the minimum payment threshold for the 2019 CIP had not been met, and, thus, no funds were
authorized for payout to any employee under the 2019 CIP.
• With effect on March 1, 2020, recommended to the Board for its approval, for a duration yet to be determined, a
10% reduction in the base salary for all officers of the Company. Based upon such recommendation from the
Committee, the Board implemented the salary reduction effective March 1, 2020.
As of December 16, 2020 the Committee approved the 2021 APC Officer and National Sales Manager and 2021
FUEL CHEM Officer Commission Plans for Mr. Cummings. In addition, the Committee approved the payment of a one-
time merit bonus in the amount of $40,000 to Ms. Albrecht in recognition of Ms. Albrecht’s assumption of additional duties
following her acceptance of the position of Acting Treasurer and Controller and Principal Financial Officer on March 14,
2020.
As of February 25, 2021, the Committee took the following actions:
• Authorized the Company to enter into 2021 Executive Performance RSU Award Agreements with certain
officers, including Ms. Albrecht and Mr. Arnone, pursuant to which such officers will have the opportunity to
earn RSUs as further described in the 2021 Executive Performance RSU Long- Term Incentive discussion in
the Long-Term Incentives portion of the Compensation Elements section above.
• Determined that the minimum 2020 Operating Income threshold under the 2020 Executive Performance
RSU Award Agreement had not been met and accordingly, no RSUs would be awarded to Mr. Arnone for
fiscal 2020.
• Determined there would be no profit sharing contribution to the Company’s 401(k) plan.
• Determined that the minimum payment threshold for the 2020 CIP had not been met, and, thus, no funds
were authorized for payout to any employee under the 2020 CIP.
• Approved the 2021 CIP as further described above.
• Recommended to the Board that in 2021 non-employee directors would not receive equity compensation.
The Board took action to follow the committee’s recommendation.
THE ROLE OF SAY-ON-PAY VOTES
The Company provides its stockholders with the opportunity to cast an annual advisory vote on executive
compensation (“say-on-pay proposal”). At the Company’s annual meeting of stockholders held on June 16, 2020, over 88%
of the votes cast on the say-on-pay proposal at the meeting were voted in favor of the proposal. The Compensation
Committee evaluated these results and concluded that this vote reflected our stockholders’ support of the Company’s
approach to executive compensation. Accordingly, in 2020, the Company did not change its approach to executive
compensation or make any significant changes to its executive compensation programs based on stockholder feedback.
The Compensation Committee expects to continue to consider the outcome of the Company’s say-on-pay votes when
making future compensation decisions for the Named Executive Officers.
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