FUEL TECH, INC.
For the period ended Jun 5, 2025. Filed Apr 21, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2025 · Filed Apr 21, 2025
Contents
Pay Versus Performance Table
PAY VERSUS PERFORMANCE
We are providing the following information about the relationship between executive compensation actually paid (CAP) and certain financial performance of Fuel Tech as required by SEC rules. Please seeSummary of Named Executive Officer Compensation, above for discussion of our compensation program.
| Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non- CEO NEOs (2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return($) (4) | Fuel Tech Net Income (Loss) ($) (5) |
|---|---|---|---|---|---|---|
| 2024 | 425,000 | 425,000 | 311,582 | 311,582 | 100.00 | (1,943,000) |
| 2023 | 913,386 | 493,033 | 508,531 | 361,359 | 82.68 | (1,538,000) |
| 2022 | 603,144 | 409,962 | 388,816 | 299,469 | 92.03 | (1,442,000) |
| (1) | Amounts shown reflect total compensation set forth in the Summary Compensation Table for our PEO, Mr. Arnone, for 2022, 2023 and 2024. |
| (2) | The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the summary compensation table (SCT) amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. To determine CAP, adjustments below were made to our executive officer's total compensation. |
| 2022 | 2023 | 2024 | ||||
|---|---|---|---|---|---|---|
| Adjustments | PEO | Other NEO | PEO | Other NEO | PEO | Other NEO |
| SCT Amounts | $603,144 | $388,816 | $913,386 | $508,531 | $425,000 | $311,582 |
| Deduction for amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for applicable FY | (193,182) | (89,347) | (443,798) | (147,172) | — | — |
| Increase in fair value of awards granted during the applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end | — | — | — | — | — | — |
| CAP Amounts | $409,962 | $299,469 | $493,033 | $361,359 | $425,000 | $311,582 |
| (3) | Amounts shown reflect average total compensation set forth in the Summary Compensation Table for our NEOs, Ms. Albrecht and Mr. Cummings, for fiscal 2022, 2023 and 2024. |
| (4) | Amounts shown show the value of a fixed investment of $100 on January 1st of the reporting period based on the closing price of Fuel Tech Common stock on such date ($1.38 in 2022, $1.27 in 2023 and $1.05 in 2024) the closing price on December 31st of the reporting period $1.27 in 2022, $1.05 in 2023, and $1.05 in 2024), each as quoted by the Nasdaq Stock Market. |
| (5) | The amounts reported in this column represent net income (loss) reflected in the Company's audited financial statements for the applicable year. |
Analysis of Information Presented in the Pay Versus Performance Table
We are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K. The Compensation Committee does not use TSR or net income (loss) in its compensation programs. However, we do utilize several other performance measures to align executive compensation with our performance, seeExecutive Compensation.
| ● | In fiscal 2022, compensation actually paid to the PEO increased by $6,952, or approximately two percent, and compensation actually paid to our non-PEO NEO’s increased by $31,364, or approximately 12%. For the PEO, this increase is reflective of the reduction of the voluntary officer salary reduction program from ten percent to five percent of base salary in the second half of 2023. For the non-PEO NEO’s, the increase is reflective of the reduction of the voluntary officer salary reduction program from ten percent to five percent of base salary, as well as a salary increase and bonus for Ms. Albrecht upon her assumption of the role of Chief Financial Officer in June 2022. During such period, Fuel Tech’s common stock lost approximately eight percent in value and Fuel Tech recorded an operating loss of ($1,442,000). |
| ● | In fiscal 2023, compensation actually paid to the PEO increased by $59,726, or approximately 15 percent, and compensation actually paid to our non-PEO NEO’s increased by $32,279, or approximately 11%. For the PEO, this increase is reflective of the elimination of the voluntary officer salary reduction program in the first half of 2024, and a one-time cash bonus of $50,000. For the non-PEO NEO’s, the increase is reflective of the elimination of the voluntary officer salary reduction program, as well as a salary increase for Ms. Albrecht and higher sales commission levels earned by Mr. Cummings. During such period, Fuel Tech’s common stock lost approximately 17% in value and Fuel Tech recorded an operating loss of ($1,538,000). |
FUEL TECH, INC. | PROXY STATEMENT 27
| ● | In fiscal 2024, compensation actually paid to the PEO decreased by $44,688, or approximately ten percent, and compensation actually paid to our non-PEO NEO’s decreased by $20,166, or approximately six percent. During such period, Fuel Tech’s common stock remained the same in value ($1.05) and Fuel Tech recorded an operating loss of ($1,943,000). |
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