Page 33 - 2021 Proxy Statement (03.10.2021 Draft)_Neat

• Base salary and base salary increase decisions for Fuel Tech’s NEOs are typically in keeping with market pay
data for comparable executive positions in companies from Fuel Tech’s established peer group (also see the
discussion of the use of peer groups in the Benchmarking, Consultants and Use of Peer Groups section
above). Exceptional increases are limited to promotions or situations where the executive’s job performance is
strong and his/her base salary is significantly under the market median.

• Both in design and application, the formal cash-based short-term incentive programs applicable to each of the
Company’s NEOs, whether the CIP or the APC or FUEL CHEM Officer Commission Plans, is a pay-for-
performance program.

• Our stock option awards and RSU grant awards feature graduated vesting over a multiple year period. For

RSUs, the number of years in the vesting period can vary depending on the type of RSU grant involved.

Stockholders are encouraged to read the full details of Fuel Tech’s executive compensation programs as
described in the Compensation Discussion and Analysis, section and the accompanying compensation tables and
related narrative disclosure to properly evaluate Fuel Tech’s approach to compensating the Company’s executives.

For the reasons provided above, Fuel Tech recommends that the stockholders vote in favor of the following
resolution:

RESOLVED, that the stockholders approve, on an advisory non-binding basis, the compensation of the
Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the accompanying
compensation tables and related narrative disclosure in this proxy statement.

The Board of Directors recommends that you vote FOR this proposal to approve, on an advisory basis, the
compensation of the Company’s named executive officers.

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