Fuel Tech Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
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A.
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The Committee determined the number of restricted stock units to be awarded pursuant to the terms of the Company’s 2023 Executive Performance RSU Award Agreement (the “2023 Agreement”) entered into with each of the Company’s President/Chief Executive Officer, Treasurer/Chief Financial Officer and Senior Vice President, Sales. A copy of the 2023 Agreement is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on May 10, 2023.
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Name and Title
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Target Look-Back RSUs
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Actual RSUs Awarded
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Vincent J. Arnone
President and Chief Executive Officer
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41,700
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20,850
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Ellen T. Albrecht
Chief Financial Officer and Treasurer
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16,700
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8,350
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William E. Cummings, Jr.
Senior Vice President, Sales
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12,500
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6,250
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B.
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The Committee authorized the Company to enter into a 2025 Executive Performance RSU Award Agreement (the “2025 Agreement”) with certain officers, including its President and Chief Executive Officer, Chief Financial Officer and Senior Vice President, Sales (each a “2025 Participating Executive”) pursuant to which each 2025 Participating Executive will have the opportunity to earn the amount of restricted stock units (RSUs) based on Fuel Tech’s performance in 2025 and 2026 as shown in the table below.
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Participating Executive
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Year
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Target
Look-
Back
RSUs*
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Target
Total
Revenue
RSUs*
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Target
New
Business
Revenue
RSUs*
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Target
Operating
Income
RSUs*
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Total
Potential
RSU
Award*
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Vincent J. Arnone
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2025
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41,700
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41,700
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41,700
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41,700
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166,800
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President and Chief Executive Officer |
2026
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41,700
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41,700
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41,700
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41,700
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166,800
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Ellen T. Albrecht
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2025
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16,700
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16,700
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16,700
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16,700
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66,800
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Chief Financial Officer |
2026
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16,700
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16,700
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16,700
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16,700
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66,800
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William E. Cummings, Jr.
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2025
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12,500
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12,500
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12,500
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12,500
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50,000
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Senior Vice President, Sales |
2026
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12,500
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12,500
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12,500
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12,500
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50,000
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*
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The amount of RSUs shown represents “target” number of RSUs to be granted upon full achievement of the targets. The actual amount of RSUs granted for each category will be determined by the Committee following the end of each of 2025 and 2026, respectively.
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C.
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The Committee adopted Fuel Tech’s 2025 Corporate Incentive Plan (the “2025 CIP”). All employees of Fuel Tech and its wholly-owned subsidiaries (excluding sales personnel) are eligible for participation in the 2025 CIP, including Fuel Tech’s President and Chief Executive Officer (Vincent J. Arnone) and Chief Financial Officer and Treasurer (Ellen T. Albrecht). Potential cash awards under the CIP are designed to focus employees on the achievement of both positive earnings growth for Fuel Tech as well as on their own individual performance. A copy of the 2025 CIP is attached to this Report as Exhibit 99.2.
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Payouts are based on Fuel Tech’s ability to realize Operating Income. For purposes of the 2025 CIP, “Operating Income” means Fuel Tech’s operating income before the impact of incentive pay (but including adjustments to reflect the payment of sales commissions), as determined by the Committee in its sole discretion. An “Incentive Pool” may be created dependent on Fuel Tech’s obtaining specified levels of Operating Income during the fiscal year. If the Incentive Pool is created, each participant will be awarded his or her designated portion of the Incentive Pool. The focus on Operating Income provides an objective measurement of Fuel Tech’s financial performance to directly tie any payout to the overall financial performance of Fuel Tech across all business lines.
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No amounts are payable under the 2025 CIP unless Fuel Tech achieves a minimum of $250,000 in Operating Income for the applicable fiscal year. Accordingly, if Fuel Tech’s Operating Income financial performance for a fiscal year falls below $250,000, there is no payout under the 2025 CIP.
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If Fuel Tech generates Operating Income equal to or greater than $250,000 in a fiscal year, the percentage of Operating Income funded into the Incentive Pool equals 25% of all Operating Income. On the other hand, if Fuel Tech generates less than $250,000 in Operating Income in a fiscal year, no amount is funded into the Incentive Pool because the $250,000 payout threshold will not have been met.
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The aggregate size of the potential Incentive Pool is “capped” at $3 million.
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The 2025 CIP contemplates that incentive payments to individual employees will be based on the amount of the Incentive Pool; the employee’s base wages for the applicable year; the employee’s target bonus factor (a percentage assigned to each employee based on such employee’s job level and contribution) and, for all employees below the level of Vice President, the employee’s achievement percentage (an overall job performance multiplier factor that can range from 0% to 100%, and represents the employee’s achievement of individual objectives in the fiscal year).
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The target bonus factor for Mr. Arnone under the 2025 CIP is 50% and for Ms. Albrecht, 30%. In addition, the 2025 CIP provides that the achievement percentage assigned to Fuel Tech’s Principal Executive Officer (Mr. Arnone), the Principal Financial Officer (Ms. Albrecht), and any Vice President will automatically equal 100%.
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D.
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The Committee adopted Fuel Tech’s 2025 Current Objectives Plan (the “2025 COP”). All employees of Fuel Tech and its wholly-owned subsidiaries (excluding sales personnel and Fuel Tech’s President and Chief Executive Officer (Mr. Arnone)) are eligible for participation in the 2025 COP, including Fuel Tech’s Chief Financial Officer and Treasurer (Ms. Albrecht). A copy of the 2025 COP is attached to this Report as Exhibit 99.3.
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For 2025, Fuel Tech will set aside an amount equal to $162,500 upon the completion in full of each of the four respective current objectives described below on or before the assigned completion date for such objective, with the total bonus pool being capped at $650,000.
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If Fuel Tech achieves all four current objectives by the applicable dates set forth below, a total amount of $650,000 will be set aside into the bonus pool. On the other hand, if Fuel Tech achieves two of the four current objectives, a total amount of $325,000 will be set aside into the Bonus Pool. If Fuel Tech fails to achieve any of the current objectives, no funds will be set aside into the Bonus Pool.
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For the 2025 COP, there are three steps for determining whether, and the extent to which, an annual cash incentive award is payable. First, at the beginning of the fiscal year, the Compensation Committee determines the target annual cash incentive award for such employee based on a percentage of such employee’s annual base salary for that year. Second, at the beginning of the fiscal year, the Compensation Committee establishes the specific company-wide performance goals that must be met in order for the employee to receive the award and the related weighting of each goal. Third, shortly after the end of the fiscal year, the Compensation Committee determines whether or not these performance goals were met and the amount of the award.
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The 2025 COP emphasizes pay-for-performance and is intended to closely align executive compensation with achievement of specified operating results as the cash incentive amount is only funded if the corporate objective has been achieved in full.
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Objective
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Deliverables to be Completed
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Business Development – Water Treatment Business Initiative
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Quantifiable growth in the water and wastewater treatment business initiative during 2025, including:
• Completing at least two demonstrations during the year supported by documentation (e.g. white papers and case studies).
• Executing binding commercial sales documentation valued at $1 million in revenue in the aggregate from at least two commercial customers.
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Business Growth – Base Businesses
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Investigate and implement business development activities including:
• Determining the viability of outgoing or incoming incremental technology licensing opportunities.
• Determining the viability of potential acquisitions to strengthen or expand the markets served by Fuel Tech’s products.
• Developing and enhancing relationships with new or existing supply chain partners.
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Investment in Human Capital
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Continue to invest in Fuel Tech’s human capital in order to retain and attract the highest level of talent, including:
• Creating a comprehensive onboarding and training program template to be used for all new hires.
• Creating a formal library of documents for all critical processes within each functional area.
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Operational Execution Excellence
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For Fuel Tech’s SNCR, SCR and ULTRA® technologies, perform a detailed review of product performance and functionality.
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ITEM 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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99.2
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99.3
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Fuel Tech, Inc.
(Registrant) |
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By:
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/s/ Bradley W. Johnson
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Bradley W. Johnson
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Date: April 2, 2025
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Vice President, General Counsel and Secretary
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