Bloom Energy Corp
For the period ended Apr 2, 2025. Filed Apr 2, 2025.
View on SEC.govAbout this filing
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.
Apr 2, 2025 · Filed Apr 2, 2025
Contents
Compensation Decision-Making Process
| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
|---|
Compensation Decision-Making Process
Determination of Compensation Awards
The Compensation Committee sets all elements of compensation that are designed to be at competitive levels without using rigid formulas. The Compensation Committee uses performance metrics and targets that are directly tied to Company financial performance and stockholder value creation. For 2024, the Compensation Committee reviewed each element of compensation described below and set the target total direct compensation opportunities of our executive officers based on the following factors:
a compensation analysis of competitive market data performed by the Compensation Committee’s independent compensation consultant, including the compensation practices of the Company’s peer group;
each executive officer’s scope of responsibilities;
each executive officer’s skill set, experience, qualifications, and marketability;
each executive officer’s individual performance and contribution;
each executive’s time in his or her position;
the recommendations of our CEO (except with respect to his own compensation); and
general market conditions.
In evaluating our performance and determining the compensation of our NEOs, the Compensation Committee considers our operational and financial performance as well as achievement of strategic milestones and goals incorporated in our short- and
long-term incentive plans. In addition, the Compensation Committee considers non-financial achievements that support our long-term growth, such as attracting and retaining a talented leadership team, developing new applications of our fuel cell platform or new products, navigating a complex regulatory environment, and adding and expanding significant market partnerships. The Compensation Committee also may exercise its informed judgment to account for extraordinary or non-recurring events.
The Compensation Committee does not assign specific weights or rankings to these factors, nor does it rely solely on any quantitative formula, target percentile, or multiple when determining compensation for executive officers or comparing it to competitive market data. The members of the Compensation Committee consider this information along-side their individual experience, knowledge of the Company, understanding of each executive officer, awareness of the competitive market, and business judgment when making decisions about executive compensation and our overall executive compensation program.
The Compensation Committee also does not use a set formula to determine the proportion of an executive’s compensation that is fixed (i.e., base salary) versus variable or “at risk” (i.e., performance-based incentives). The Compensation Committee considers relevant circumstances when making compensation decisions and seeks to achieve an appropriate balance between performance incentives and retention incentives.
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| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
|---|
Role of the Consultants
The Compensation Committee relies on its independent compensation consultant to provide advice on matters relating to the compensation of our executives and non-employee directors. As part of our commitment to strong governance and continuous improvement, the Compensation Committee engaged a new independent compensation consultant in 2024. This transition provided a fresh perspective on our executive compensation practices and allowed for a comprehensive review of our programs, ensuring alignment with market best practices and the long term interests of our stockholders. Compensia served as our independent compensation consultant until November 2024 when the Compensation Committee retained Meridian (Compensia and Meridian collectively referred to as the “Compensation Consultants”).
A representative of the Compensation Consultants attended Compensation Committee meetings in 2024 and provided the following assistance to the Compensation Committee:
assisted in the review and updating of our compensation peer group;
reviewed the competitiveness of compensation of our NEOs including base salary, annual cash awards, and long-term incentive awards;
provided advice with respect to compensation best practices and market trends for our NEOs and directors;
reviewed and provided input on the Compensation Discussion and Analysis section of our Proxy Statement; and
assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our NEOs and other executives.
The Compensation Consultants reported directly to the Compensation Committee and did not provide any services to the Company other than those provided to the Compensation Committee. The Compensation Committee reviewed the objectivity and independence of the advice provided by the Compensation Consultants. In 2024, the Compensation Committee considered the specific independence factors adopted by the SEC and NYSE and determined that the Compensation Consultants were independent and that their work did not raise any conflicts of interest.
Role of Competitive Market Data
In February 2024, the Compensation Committee reviewed an analysis prepared by Compensia of market pay practices for positions similar to those of our NEOs and other key executives. The analysis was adjusted to take into account differences in the scope of our executive officers’ responsibilities compared to their counterparts in similar roles at comparable companies. This review was based on the same peer companies used in 2023, which guided pay decisions through October 2024.
Companies included in the “Original Peer Group” listed in the table below, consist of technology sector companies
with a focus on energy/alternative energy, as well as companies with complex products and manufacturing operations and a strong focus on research and development. Additional factors that were considered in identifying peers included:
revenue between $328 million and $3.0 billion;
a market capitalization between $1.7 billion and $15.1 billion; and
headquartered in the United States, with particular consideration given to companies located in the San Francisco Bay Area.
| Original Peer Group (through October 2024) | ||
| Advanced Energy Industries, Inc. | Infinera Corporation | Power Integrations, Inc. |
| Ambarella, Inc. | Itron, Inc. | Stem, Inc. |
| Enphase Energy, Inc. | Novanta Inc. | SunPower Corporation |
| First Solar, Inc. | Onto Innovation Inc. | Sunrun Inc. |
| FormFactor, Inc. | Ormat Technologies, Inc. | Synaptics Incorporated |
| Generac Holdings Inc. | Plug Power Inc. | Ultra Clean Holdings, Inc. |
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| Our Business and Strategy | Year in Review | Corporate Governance | Senior Management Team | Executive Compensation | Audit Matters | Security Ownership and Related Stockholder Matters | Stockholder Proposals and Nominations | User Guide | Other Matters |
|---|
In November 2024, the Compensation Committee, with the assistance of Meridian, reviewed and established a revised executive compensation peer group to support our AI data-center and large load time to power strategy using the following criteria:
companies in the alternative energy, AI-oriented semiconductors, AI facilitators, and data center infrastructure sectors;
companies with revenues and market capitalization generally ranging from 0.25x and 5x that of the Company; and
exceptions for direct talent-market competitors, relevant proxy-advisor peers and frequent “peers of peers.”
The updated peer group established in November 2024 (our “Updated Peer Group”) is as follows:
| Updated Peer Group (since November 2024) | ||
| AAON, Inc. | nVent Electric plc | Rivian Automotive, Inc. |
| C3.ai, Inc. | ON Semiconductor Corporation | Skyworks Solutions, Inc. |
| Enphase Energy, Inc. | Onto Innovation Inc. | Smartsheet Inc. |
| First Solar, Inc. | Ormat Technologies, Inc. | Sunrun Inc. |
| Generac Holdings, Inc. | Plug Power Inc. | Synaptics Inc. |
| Lumentum Holdings, Inc. | Pure Storage, Inc. | Talen Energy Corporation |
| Nextracker Inc. | Rambus Inc. | Trimble Inc. |
Role of the Compensation Committee
The Compensation Committee is responsible for establishing our executive compensation philosophy and for overseeing our executive compensation program and all related policies and practices. The Compensation Committee has the authority to retain compensation consultants and other advisors to assist in carrying out its responsibilities.
At least annually, the Compensation Committee reviews our executive compensation program and formulates recommendations for consideration and approval by the Board of the various elements of our NEOs’ compensation, as well as any employment arrangements with our NEOs. The Board reviews and approves the compensation for the CEO based upon the recommendation of the Compensation Committee and
the Compensation Committee reviews and approves the compensation for all other NEOs. The Compensation
Committee is responsible for actions with respect to compensation that will attract and retain the highest quality executives, clearly articulate the relationship of corporate performance to executive compensation, and reward executives for our progress and for exceeding our goals.
The Compensation Committee meets regularly during the year both with and without the presence of our CEO and other executive officers. The Compensation Committee also discusses compensation issues with our CEO (except with respect to his own compensation) and other members of the Board between its formal meetings.
Role of Management
The Compensation Committee determines the compensation of our NEOs and makes a recommendation to the Board regarding the compensation of our CEO. In carrying out its responsibilities, the Compensation Committee works closely with members of management, including our CEO and our Chief People Officer. Management assists the Compensation Committee by providing information on individual performance, competitive market data, and management’s perspective and recommendations on compensation matters.
Our CEO attends the Compensation Committee meetings and discusses the Company’s performance, as well as the performance of each executive officer, including our NEOs, with the Committee. The Compensation Committee exercises its independent judgment in determining final compensation decisions for the NEOs other than the CEO, which may involve modifying the CEO’s recommendations based on market data, Company and individual performance evaluations, and the Company’s strategic objectives. No member of the management team, including the CEO, has a role in determining his or her own compensation.
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