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Tax Deductibility of Executive Compensation

               Fuel  Tech  reviews  and  considers  the  deductibility  of  executive  compensation  under  the  requirements  of
        Internal Revenue Code Section 162(m). The Company believes that compensation paid under the Company’s incentive
        plans is generally fully deductible for federal income tax purposes.

        Accounting for Equity-Based Compensation

               On January 1, 2006, Fuel Tech began accounting for the equity-based compensation issued under the FTIP in
        accordance with the requirements of FASB ASC Topic No. 718. Fuel Tech accounting for equity-based compensation
        under the 2014 LTIP also is in accordance with the requirements of FASB ASC Topic No. 718.

        Summary of NEO Compensation

               NEO  compensation  consists  of  three  primary  elements:  base salary,  a  short-term  incentive  plan  based  on
        financial performance (whether under a CIP or a sales commission plan, as applicable), and long-term incentives.

               The Committee determined the amounts to be paid to each NEO for fiscal 2020 as follows:

         •     Ellen T. Albrecht, Interim Controller, Treasurer and Principal Financial Officer: Ms. Albrecht’s compensation for 2020

              consisted primarily of the following:
              •     Base Salary: Ms. Albrecht’s base salary for 2020 was $212,000. As part of a 2020 corporate cost reduction
                  program, effective March 1, 2020 for a duration yet to be determined, Ms. Albrecht’s base salary was reduced
                  by 10% to $190,800.
              •     Short-Term Incentives: Ms. Albrecht earned a discretionary merit bonus of $40,000 in 2020. Ms. Albrecht earned
                  no  payout  under  the  2020  CIP  as  further  described  in  the  2020  Corporate  Incentive  Plan  portion  of  the
                  Compensation Elements section above.

              •     Long-Term Incentives: No long-term incentive equity grant was awarded to Ms. Albrecht in 2020.
         •     Vincent J. Arnone, President, and Chief Executive Officer: Mr. Arnone’s compensation for 2020 consisted primarily

              of the following:
              •     Base Salary: Mr. Arnone’s base salary for 2020 was $425,000.  As part of a 2020 corporate cost reduction
                  program, effective March 1, 2020 for a duration yet to be determined, Mr. Arnone’s base salary was reduced by
                  10% to $382,500.

              •     Short-Term  Incentives:  Mr. Arnone  earned  no  payout  under  the  2020  CIP  as  further  described  in  the  2020

                  Corporate Incentive Plan portion of the Compensation Elements section above.
              •     Long-Term Incentives: No long-term incentive equity grant was awarded to Mr. Arnone in 2020. In 2021, the
                  Company entered into a 2021 Executive Performance RSU Award Agreement with Mr. Arnone pursuant to which

                  he 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.
         •     William E. Cummings, Senior Vice President, Sales: Mr. Cummings’ compensation for 2020 consisted primarily of

              the following:
              •     Base Salary: Mr. Cummings base salary for 2020 was $240,000. As part of a 2020 corporate cost reduction
                  program, effective March 1, 2020 for a duration yet to be determined, Mr. Cummings’ base salary was reduced
                  by 10% to $216,000.
              •     Short-Term  Incentives:  Mr. Cummings  earned  $_________  in  sales  commissions  in  fiscal  2020  as  further
                  described  in  the  APC  Officer  and  National  Sales  Manager  Commission  Plan  and  FUEL  CHEM  Officer
                  Commission Plan portions of the Compensation Elements section above.

              •     Long-Term Incentives: No long-term incentive equity grant was awarded to Mr. Cummings in 2020.








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