James Gerson, a member of the board of directors of FuelCell Energy Inc (FCEL) resigned from his position on December 18 after 22 years of service to the company.
FuelCell Energy failed to address limited domestic sales
In his letter e-mailed to the counsel of FuelCell Energy, Gerson explained that he decided to leave the company because of he wasn’t able to effect any material changes regarding the limited domestic sales of fuel cells.
“For some time I have advised the chairman of the company, the board of directors and the management of the company of what I view as a failure to adequately address the limited domestic sales of fuel cells. Having been unable to effect any material changes, I resigned,” wrote Gerson.
According to FuelCell Energy, Gerson served as director for 22 years. He was the chairman of the audit and finance committee and a member of the executive committee as well as the nominating and corporate governance committee of the company’s board.
The board of directors of FuelCell Energy accepted Gerson’s resignation. The board also reaffirmed its support for the management and strategy of the company.
Fuel Cell Energy announced appointments
Following Gerson’s resignation, FuelCell Energy announced the appointments of John Rolls and Togo Dennis West Jr as chairman and member of the audit finance committee, respectively.
The company also named James H. England to become a member of the nominating governance committee and William Lawson to the executive committee.
Executive Compensation Recovery Policy
The board of directors of Fuel Cell Energy adopted an Executive Compensation Recovery Policy on December 18.
Under the Executive Compensation Policy, FuelCell Energy under the direction of its independent directors may seek to recover any incentive compensation that were paid erroneously to any current or former executive officer of the company in the event of accounting restatement that results in the recalculation of a financial metric applicable to an award.
According to the company the recovery of incentive compensation will be conducted based on the opinion of the board that such restatement was due to the misconduct by one or more of its executive officers.
Fuel Cell Energy also adopted a Stock Ownership Guidelines applicable to the 16 executive officers and non-employee independent directors of the board of the company.