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 PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non- PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return($) (5) | Fuel Tech Net Income (Loss) ($) (6) |
|---|
| 2025 | 788,338 | 833,307 | 466,179 | 482,418 | 148.57 | (2,324,000) |
| 2024 | 449,483 | 316,312 | 354,629 | 307,981 | 82.68 | (1,943,000) |
| 2023 | 913,486 | 810,080 | 508,801 | 474,498 | 82.68 | (1,538,000) |
| (1) | Amounts shown reflect total compensation set forth in the Summary Compensation Table for our PEO, Mr. Arnone, for 2023, 2024 and 2025. |
| (2) | The following tables describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the summary compensation table (SCT) amounts. |
Compensation Actually Paid to PEO:
| Year | Summary Compensation Table Total for PEO | Deduct Equity Awards (A) | Equity Award Adjustment (B) | Compensation Actually Paid to PEO |
|---|
| 2025 | $788,338 | $(338,604) | $383,573 | $833,307 |
| 2024 | 449,483 | — | (133,171) | 316,312 |
| 2023 | 913,486 | (420,353) | 316,947 | 810,080 |
| (A) | Represents the amounts reported in the Equity Awards column in the Summary Compensation Table for the applicable year |
| (B) | Represents the stock award adjustments (deductions and additions) for Non-PEO NEO stock awards for each applicable year calculated as follows: |
PEO Equity Award Adjustment:
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted during the Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions During the Year | Total Equity Award Adjustments |
|---|
| 2025 | $520,416 | 10,781 | — | 4,164 | (151,788) | 383,573 |
| 2024 | — | — | — | 7,957 | (141,128) | (133,171) |
| 2023 | 350,280 | (33,333) | — | — | — | 316,947 |
| (3) | Amounts shown reflect average total compensation set forth in the Summary Compensation Table for our NEOs, Ms. Albrecht and Mr. Cummings, for fiscal 2023, 2024 and 2025. |
FUEL TECH, INC. | PROXY STATEMENT 26
| (4) | The following tables describe the adjustments, each of which is prescribed by SEC rules to calculate the CAP amounts from the SCT amounts. |
Average Compensation Actually Paid to Non-PEO NEO (all amounts are averages):
| Year | Summary Compensation Table Total for Non-PEO NEO | Deduct Equity Awards (A) | Equity Award Adjustment (B) | Compensation Actually Paid to Non- PEO NEO |
|---|
| 2025 | $466,179 | $(118,152) | $134,391 | $482,418 |
| 2024 | 354,629 | — | (46,648) | 307,981 |
| 2023 | 508,801 | (141,172) | 106,869 | 474,498 |
Average Non-PEO NEO Equity Award Adjustment:
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted during the Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions During the Year | Total Equity Award Adjustments |
|---|
| 2025 | $182,280 | $3,796 | $— | $1,459 | (53,144) | 134,391 |
| 2024 | — | — | — | 2,880 | (49,348) | (46,648) |
| 2023 | 122,640 | (15,771) | — | — | — | 106,869 |
| (5) | Amounts shown represent cumulative stockholder return assuming an initial investment of $100 on January 1, 2023. |
| (6) | 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 2023, compensation actually paid to the PEO equaled $810,080, and compensation actually paid to our non-PEO NEO’s averaged 474,498. These compensation levels are reflective of the elimination of the voluntary officer salary reduction program in the first half of 2023, the award of restricted stock units (subject to vesting contingent upon achieving performance conditions) pursuant to each officer’s 2023 Executive Performance RSU Agreement, a one-time cash bonus of $50,000 for Mr. Arnone and higher sales commission levels earned by Mr. Cummings. During this period, Fuel Tech’s common stock lost approximately 17% in value and Fuel Tech recorded an operating loss of ($1,538,000). |
| ● | In fiscal 2024, compensation actually paid to the PEO decreased by $493,768, or approximately 61 percent, and compensation actually paid to the non-PEO NEO’s decreased by $155,517, or approximately 33 percent. The decrease in compensation is primarily attributable to the failure to vest of 135,700 RSUs for our PEO and an average of 94,900 RSUs for our two non-PEO NEOs. During this period, Fuel Tech’s common stock remained the same in value ($1.04) and Fuel Tech recorded an operating loss of ($1,943,000). |
| ● | In fiscal 2025, Fuel Tech’s total stockholder return increased significantly to $149.99 (a 49.99% annual increase), while net loss increased to (2,324,000). The compensation actually paid to the PEO increased to $833,307 and the average compensation payable to the non-PEO NEO’s increased to $482,418. This compensation increases were primarily attributable to the award of restricted stock units (subject to vesting contingent upon achievement of performance conditions). |
FUEL TECH, INC. | PROXY STATEMENT 27
