Jeffrey Immelt
Bloom EnergyAbout Jeffrey Immelt
Jeffrey Immelt, age 69, serves as Bloom Energy’s Lead Independent Director and has been on the Board since January 2019. He is currently a Venture Partner at New Enterprise Associates and previously served as Chairman and CEO of General Electric for over 15 years. The Board classifies him as independent under NYSE standards. He has served as Lead Independent Director since May 2020.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | Venture Partner | 2018–Present | Exposure to emerging technologies; informs Bloom’s strategic discussions. |
| General Electric (GE) | Chairman & CEO | 2001–2017 | Led global operations; energy sector expertise relevant to Bloom’s transition markets. |
| President’s Council on Jobs & Competitiveness | Chair | Not disclosed | National policy leadership; governance and strategy experience. |
| Tuya Inc. | Director | 2019–2022 | Public board experience; technology sector perspective. |
| Hennessy Capital Investment Corp. V | Director | 2020–2022 | SPAC/director experience; capital markets perspective. |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Twilio Inc. | Director | Current | Public company board experience in software/communications. |
| Desktop Metal, Inc. | Director | Current | Advanced manufacturing exposure; potential operational insights. |
| NeueHealth, Inc. (formerly Bright Health Group, Inc.) | Director | Current | Healthcare services perspective; no Bloom business nexus disclosed. |
Board Governance
- Committee assignments: Chair of the Compensation and Organizational Development Committee; Lead Independent Director elected annually by independent directors.
- Lead Independent Director responsibilities include chairing Board meetings in the Chairman’s absence, providing leadership where conflicts could arise, and chairing executive sessions at every regularly scheduled Board meeting.
- Attendance and engagement: All directors attended at least 75% of Board and committee meetings in 2024 (average attendance 97%); Immelt chaired each independent directors’ executive session.
- 2024 meeting cadence (formal sessions plus calls between meetings):
| Body | Meetings (2024) |
|---|---|
| Board | 6 |
| Audit Committee | 5 |
| Compensation Committee | 5 |
| Nominating Committee | 4 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board retainer | 70,000 | Paid quarterly. |
| Lead Independent Director premium | 25,000 | Paid quarterly. |
| Compensation Committee Chair fee | 20,000 | Paid quarterly. |
| Cash fees received (2024) | 115,000 | Matches retainer + LID + chair fees. |
Performance Compensation
| Equity Component | Grant Date Fair Value ($) | Quantity | Vesting |
|---|---|---|---|
| RSUs (2024) | 25,000 | 2,042 RSUs | Annual awards vest at next Annual Meeting (subject to service). |
| Stock Options (2024) | 315,923 | 31,104 options | One-time program allowed options in lieu of RSUs; options use same vest schedule as RSUs. |
- 2024 director equity program: standard RSU grant of $200,000 for non-employee directors and an additional $25,000 RSU grant for the Lead Independent Director; as a one-time event, directors could elect options in lieu of half or all RSUs at a 2:1 option-to-RSU ratio with identical vesting schedules. Immelt elected options and deferred his RSU grant.
- Deferrals: Immelt elected to defer 100% of his annual retainer fees and his 2024 RSU award; deferred stock units are payable following termination of Board service.
Compensation Committee Approach (Immelt as Chair)
| Design Element (2024) | Description |
|---|---|
| Performance vehicles | Use of performance stock options (PSOs). |
| Metrics | Inclusion of strategic and operational metrics in addition to financial metrics (details not itemized in proxy). |
| Scope | Oversight of CEO evaluation/compensation, executive succession, equity plans, peer group updates, equity budget, and non-employee director compensation. |
| Consultants | Retained Compensia (independent) for 2024; engaged Meridian in Nov 2024 for future advice. |
Other Directorships & Interlocks
| Entity | Relationship to BE | Potential Interlock/Conflict |
|---|---|---|
| Twilio Inc. | No BE business ties disclosed | None disclosed; ordinary vendor relationships considered when evaluating independence. |
| Desktop Metal, Inc. | No BE business ties disclosed | None disclosed; independence evaluated annually. |
| NeueHealth, Inc. | No BE business ties disclosed | None disclosed. |
- Overboarding policy: Bloom limits directors to five public company boards (including Bloom); CEO directors to three. Immelt’s disclosed public boards fall within these limits.
Expertise & Qualifications
- 30+ years of public company leadership; 15+ years as Chairman & CEO of GE, bringing operational, finance, sales/marketing, human capital, and strategic development expertise.
- Energy sector experience via GE’s renewable and power businesses; deep understanding of energy transition regulatory and competitive landscape.
- Proven governance and boardroom experience; venture investing exposure to emerging technologies.
- Recognitions include multiple “World’s Best CEOs” honors from Barron’s.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 159,709 shares | Less than 1% of outstanding. |
| Deferred stock units (right to) | 59,375 units | Not included in beneficial ownership table. |
| Outstanding 2024 awards | 31,104 options; 2,042 RSUs | Director election to receive options in lieu of RSUs (one-time program). |
| Hedging/Pledging policy | Prohibited | Insider Trading Policy prohibits hedging and pledging. |
Governance Assessment
- Independence: Board formally determined Immelt is independent; he is elected annually as Lead Independent Director and chairs executive sessions, reinforcing independent oversight.
- Committee leadership effectiveness: As Compensation Committee Chair, the committee met five times in 2024, implemented PSOs, broadened metrics, updated peers, engaged consultants, and oversaw executive succession/human capital—consistent with pay-for-performance and governance best practices.
- Attendance and engagement: Board maintained high engagement (average 97% attendance in 2024; all directors ≥75%); Immelt chaired each executive session of independent directors.
- Director compensation alignment: 2024 mix for Immelt emphasized equity via options with standard RSU vesting cadence; he deferred cash and RSU settlement until termination—supporting longer-term alignment.
- Potential conflicts and related party exposure (RED FLAG noted and mitigated): Board considered a < $120,000 payment to Immelt for leadership training provided to Bloom employees in 2024 and maintained his independence; policy requires related party transactions be reviewed/approved by the Audit Committee (or Nominating Committee if an Audit Committee member is involved).
- Risk controls: Hedging and pledging of company securities are prohibited; transactions must be pre-cleared or via 10b5-1 plans—reducing misalignment or speculative trading risk.
- Board structure: Combined Chair/CEO role retained for 2024 with Immelt as Lead Independent Director, providing counterbalance and strong independent leadership authority.
Overall, Immelt’s governance profile combines extensive global operating experience, energy sector expertise, and strong committee leadership, with documented independence, active engagement, and long-term aligned compensation structure; the modest training payment was evaluated by the Board without compromising independence.