Bloom Energy Corp
For the period ended Dec 31, 2025. Filed Apr 8, 2026.
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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.
Dec 31, 2025 · Filed Apr 8, 2026
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Contents
Pay Versus Performance Table
| 104 | Bloom Energy 2026 Proxy Statement |
Pay Versus Performance Table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis of this Proxy Statement.
| SummaryCompensationTable Total forPEO1($) · CompensationActually Paid toPEO2($) · AverageSummaryCompensationTable Total forNon-PEONEOs3($) · AverageCompensationActually Paidto Non-PEONEOs4($) · Value of Initial Fixed $100Investment Based On: · GAAP NetIncome7($000s) · TotalRevenue8($000s) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · TotalStockholderReturn5($) · Peer GroupTotalStockholderReturn6($) | ||||||||
| 2025 | 3,502,747 | 416,290,717 | 3,445,394 | 32,278,280 | 302.98 | 65.63 | (87,140) | 2,023,994 |
| 2024(9) | 44,961,745 | 39,968,711 | 3,792,370 | 6,625,609 | 77.45 | 49.71 | (27,203) | 1,473,856 |
| 2023(9) | 1,704,008 | (2,904,929) | 2,841,673 | (334,144) | 51.62 | 61.27 | (307,937) | 1,333,470 |
| 2022 | 2,632,248 | (1,564,752) | 4,924,026 | 4,429,158 | 66.70 | 68.01 | (315,086) | 1,199,125 |
| 2021 | 34,210,000 | 45,039,705 | 5,309,245 | 4,000,340 | 76.51 | 97.36 | (193,369) | 972,176 |
1 The dollar amounts reported are the amounts of total compensation for our PEO, KR Sridhar, for each of 2025, 2024, 2023, 2022, and 2021.
2 The dollar amounts reported represent the amount of “Compensation Actually Paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
| Year | Reported SummaryCompensationTable Total for PEO($) | Deduct ReportedValue of Equity Awardsa($) | Add (or Deduct) EquityAward Adjustmentsb($) | CompensationActually Paid to PEO($) |
|---|---|---|---|---|
| 2025 | 3,502,747 | — | 412,787,970 | 416,290,717 |
| 2024 | 44,961,745 | (42,394,800) | 37,401,766 | 39,968,711 |
| 2023 | 1,704,008 | — | (4,608,937) | (2,904,929) |
a The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
b The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Fiscal Year($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested inthe Year($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value($) | TotalEquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | — | 403,828,378 | — | 8,959,592 | — | — | 412,787,970 |
| 2024 | 51,083,000 | (1,739,842) | 7,038,000 | (4,529,356) | (14,450,036) | — | 37,401,766 |
| 2023 | — | (5,093,298) | — | 484,362 | — | — | (4,608,937) |
3 The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Tablein each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Berenbaum, Chitoori, Kurzymski, and Joshi and Ms. Soderberg, (ii) for 2024, Messrs. Cameron, Berenbaum, Chitoori and Joshi and Ms. Soderberg; (iii) for 2023, Messrs. Cameron, Brooks, and Griffiths and Mses. Moore and Soderberg; (iv) for 2022, Messrs. Cameron and Griffiths, Mses. Moore and Soderberg; and (v) for 2021, Messrs. Cameron, Griffiths, Brooks, and Venkataraman. In 2023, Mr. Brooks, Mr. Griffiths, and Ms. Moore each received compensation for a portion of the year given their departures; as a result, average summary compensation for the non-PEO NEOs was considerably lower than in a typical year.
| Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 105 |
4 The dollar amounts reported represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
| Year | AverageReportedSummaryCompensationTable Total forNon-PEO NEOs($) | DeductAverageReportedValue ofEquity Awards($) | Add (or Deduct) Average Equity AwardAdjustmentsa($) | AverageCompensationActually Paid toNon-PEO NEOs($) |
|---|---|---|---|---|
| 2025 | 3,445,394 | (2,063,848) | 30,896,734 | 32,278,280 |
| 2024 | 3,792,370 | (2,673,975) | 5,507,214 | 6,625,609 |
| 2023 | 2,841,673 | (2,146,080) | (1,029,736) | (334,144) |
a The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | AverageYear End FairValue of Outstanding and Unvested EquityAwardsGranted in theFiscal Year($) | Year overYear AverageChange inFair Value ofOutstandingand Unvested Equity Awards Granted in Prior Years($) | AverageFair Value as of Vesting Date of EquityAwardsGranted andVested inthe Year($) | Year over Year Average Change in Fair Valueof Equity AwardsGranted inPrior Yearsthat Vestedin the Year($) | Average FairValue at theEnd of thePrior Year of EquityAwards thatFailed toMeet VestingConditionsin the Year($) | Average Valueof Dividends orother EarningsPaid on Stock orOption Awardsnot OtherwiseReflected in FairValue($) | TotalAverageEquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | 13,751,350 | 17,133,252 | — | 702,596 | (690,464) | — | 30,896,734 |
| 2024 | 5,780,496 | 143,757 | — | (174,362) | (242,677) | — | 5,507,214 |
| 2023 | 340,400 | (303,198) | — | 64,574 | (1,131,513) | — | (1,029,736) |
5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020.
6 The peer group used for this purpose is the following published industry index: Nasdaq Clean Edge Green Energy Total Return Index.
7 The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year (net income (loss) before portion attributable to redeemable noncontrolling interest and noncontrolling interest).
8 The Company-selected measure is Revenue as this metric replaced the non-GAAP operating gross margin used to determine ACI awards, described in our Compensation Discussion and Analysis section of this Proxy Statement above.
9 The average "Compensation Actually Paid" to the non-PEO named executive officers for fiscal 2024 and 2023 reflects updates to underlying compensation data from that previously reported, including the correction of an immaterial amount previously included in prior year total compensation for one executive and the inclusion of compensation previously omitted for another individual who was a named executive officer for the applicable year but is no longer a named executive officer.
| 106 | Bloom Energy 2026 Proxy Statement |
Bloom Energy Corp CAP vs TSR
| KR Sridhar | Avg NEO CAP | BE TSR | NASDAQ Clean Edge Green Energy Total Return Index TSR |
Bloom Energy Corp CAP vs Net Income
| KR Sridhar | Avg NEO CAP | Net Income |
| Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 107 |
Bloom Energy Corp CAP vs Total Revenue
| KR Sridhar | Avg NEO CAP | Product and Service Revenue |
Financial Performance Measures
As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
total revenue
annual product revenue growth
annual adjusted gross product margin
non-GAAP operating income/loss
Analysis of the Information Presented in the Pay Versus Performance Table
While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table. “Compensation Actually Paid”, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect either the value attributed to those awards by the Compensation Committee at the time of grant or the actual amounts paid out for those awards. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. For a discussion of how our Compensation Committee assessed Bloom Energy’s performance and our NEOs’ pay each year, see the Compensation Discussion and Analysis in this Proxy Statement and in our 2022, 2023, 2024, and 2025 Proxy Statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.