Jim Hagemann Snabe
Bloom EnergyAbout Jim Hagemann Snabe
Independent, non-employee director of Bloom Energy (appointed August 6, 2025), serving on the Nominating, Governance & Public Policy Committee and the Compensation & Organizational Development Committee. Former Co‑CEO of SAP; currently Chairman of Siemens AG; board roles at C3.ai and Temasek; trustee of the World Economic Forum; advisor to Deutsche Bank. No related‑party transactions under Item 404(a) were identified at appointment; standard director compensation applies .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| SAP AG | Co‑Chief Executive Officer | Feb 2010 – May 2014 | Led global growth and digital transformation initiatives |
| Allianz SE | Vice Chair | Not disclosed | Advanced digital transformation; governance experience |
| A.P. Møller – Mærsk | Chair | Not disclosed | Drove sustainability and digital transformation |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Siemens AG | Chairman, Supervisory Board | Current | Industrial/energy scale expertise; global operations oversight |
| C3.ai, Inc. | Director | Current | Enterprise AI; potential strategic lens on AI-driven energy demand |
| Temasek Holdings | Board Member | Current | Sovereign investment perspective; global network |
| World Economic Forum | Board of Trustees (Member) | Current | Public policy and sustainability engagement |
| Deutsche Bank | Advisor | Current | Strategic adviser capacity (non-board) |
Board Governance
- Committees: Nominating, Governance & Public Policy; Compensation & Organizational Development .
- Independence: Appointed as a non‑employee director; Board disclosed no arrangements or family relationships; no transactions requiring Item 404(a) disclosure at appointment .
- Lead Independent Director: Jeffrey Immelt; independent directors meet in executive session at every regularly scheduled Board meeting .
- Board activity/attendance context: In 2024, 6 Board meetings; all directors attended ≥75% of Board/committee meetings (avg 97%), with the exception of Boskin (73.3%) .
- Indemnification: Standard indemnification agreement (form filed as Ex. 10.1 to 10‑Q for quarter ended June 30, 2018) to be executed .
- Stock ownership policy: Directors must hold ≥4x annual cash retainer; 100% of net‑settled shares retained until guideline met; Directors were 100% compliant as of end‑2024 (pre‑Snabe appointment) .
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Board service retainer (cash) | $70,000 | Paid quarterly; unchanged from 2023 |
| Compensation Committee – member | $10,000 | Paid quarterly |
| Nominating, Governance & Public Policy Committee – member | $5,000 | Paid quarterly |
| Lead Independent Director premium | $25,000 | Applies to Immelt; not applicable to Snabe |
| Audit Committee chair premium | $30,000 | Bush is grandfathered at $40,000 |
| Audit Committee – member | $15,000 | Not applicable to Snabe unless appointed |
Snabe will receive the standard non‑employee director compensation program; amounts above reflect Bloom’s disclosed structure (pro‑rated if applicable) .
Performance Compensation
| Equity Element | Grant Value | Vesting | Structure/Notes |
|---|---|---|---|
| Annual RSU award | $200,000 | Vests at next Annual Meeting, subject to continued service | Additional $25,000 RSUs for Lead Independent Director (not applicable to Snabe) |
| Initial equity award for new directors | $350,000 | Vests in 3 equal annual installments from grant date | Choice of RSUs or stock options valued via Black‑Scholes; pro‑ration if overlapping with annual grant |
| One‑time director option election (2024 policy) | 2 stock options per 1 RSU | Same vesting as RSUs | Board allowed options in lieu of half/all RSUs; maintained vesting schedule |
| Deferred compensation (directors) | N/A (plan elective) | As elected | Directors may defer cash fees and RSUs into deferred RSUs per the plan |
No performance metrics (TSR/financial KPIs) are tied to director equity; director grants are time‑based. Performance metric framework described in the proxy applies to executive officers, not directors .
Other Directorships & Interlocks
| Related Entity | Relationship to BE | Potential Conflict Assessment |
|---|---|---|
| Siemens AG | No BE‑disclosed related‑party transactions | 8‑K states no transactions under Item 404(a) for Snabe; Siemens is a large industrial/energy player, but no BE‑disclosed dealings via Snabe |
| C3.ai, Temasek, WEF, Deutsche Bank | No BE‑disclosed related‑party transactions | No arrangements or understandings tied to selection; no family relationships |
| Overboarding limits | Bloom guideline: ≤5 public company boards (≤3 if a sitting public‑company CEO) | Snabe’s current roles appear within BE’s limit; he is not disclosed as a sitting public‑company CEO |
Expertise & Qualifications
- Global technology and industrial leadership; scaled enterprises at SAP, Maersk, and Siemens; strategic innovation and sustainability experience .
- Public policy and governance exposure via WEF trusteeship; advisory experience to global financial institutions .
- Committee alignment: Nominating/Governance and Compensation committees benefit from his governance, scaling, and talent/organizational development expertise .
Equity Ownership
| Date | Transaction | Shares | Price | Derivative Detail | Resulting Direct Holdings |
|---|---|---|---|---|---|
| Nov 5, 2025 | Sale (open market) | 20,000 | $143.04 avg (range $143.00–$143.38) | — | 0 shares directly after transactions |
| Nov 5, 2025 | Option exercise | 20,000 | $11.79 strike | Option expiration: Apr 4, 2035; fully vested at exercise | 0 shares directly after sale |
The Form 4 filing shows attorney‑in‑fact signature and director status; no indication of continued direct ownership after sale .
Governance Assessment
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Positives:
- Independence and clean related‑party review at appointment (no Item 404(a) transactions; no arrangements/family ties) .
- Committee assignments focused on governance and compensation oversight; both are composed of independent directors under BE policy .
- Strong global operating and digital transformation credentials; aligns with BE’s AI‑linked power scaling narrative .
-
Red flags/monitoring items:
- Ownership alignment: Immediately after a same‑day option exercise, Snabe sold all 20,000 shares resulting in 0 directly held shares; while allowable, this can be viewed as a short‑term liquidity action and warrants monitoring versus BE’s 4x cash retainer ownership guideline (especially given retention requirements on net‑settled shares) .
- Capacity/overboarding: Multiple major roles (e.g., Siemens chair plus other boards) are within BE’s formal limits, but time commitments should be observed relative to committee workloads and BE’s cadence (6 Board, 5 Audit, 5 Compensation, 4 Nominating meetings in 2024) .
- Compensation structure change: 2024 one‑time option election in lieu of RSUs increases leverage in director pay; monitor for future repricing/modifications—none disclosed to date .
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Signals to investors:
- Board actively refreshes and evaluates performance annually; independent director executive sessions at each regular meeting support robust oversight .
- Independent compensation consultants (Compensia; Meridian) engaged with independence assessments; director program unchanged in cash, refined in equity/deferral—reduces consultant conflict risk .
Appendix: Program References (for benchmarking)
- Director Compensation Program: cash fees and annual/initial equity grants, deferral elections .
- Stock Ownership Policy: ≥4x annual cash retainer; 100% of net‑settled shares retained until compliance; 100% compliance as of end‑2024 (pre‑Snabe) .
- Board/Committee structure and independence determinations .