KR Sridhar - Chief Executive Officer | Bloom Energy (BE) Executive Profile & Compensation

About KR Sridhar

Founder, Chairman and Chief Executive Officer of Bloom Energy; Age 64; director since January 2002. Prior roles include Professor of Aerospace and Mechanical Engineering and Director of the Space Technologies Laboratory at the University of Arizona and Advisor to NASA; he is also a member of the National Academy of Engineering and serves on the board of C3.ai, Inc. . Under his leadership, Bloom delivered record 2024 results: revenue of $1.47 billion, positive operating income, and cash from operations of $92 million; non-GAAP gross margin reached 28.7% and non-GAAP operating income was $107.6 million, with year-end cash of $951 million, reflecting execution against AI data center and utility opportunities . The Board refreshed his long-term incentives in December 2024 to align payouts with rigorous three-year product revenue growth and non-GAAP product gross margin objectives tied to enterprise value creation for 2025–2027 .

Past Roles

Organization	Role	Years	Strategic Impact
University of Arizona	Professor of Aerospace and Mechanical Engineering; Director, Space Technologies Laboratory	Former (pre-2002)	Technical leadership in chemistry/physics and manufacturing innovation foundational to Bloom’s solid oxide fuel cell platform .
NASA	Advisor	Former	Guided major consortia across industry, academia and national labs; patents/publications underscore technical depth leveraged at Bloom .
Bloom Energy	Founder, Chairman & CEO	2002–present	Led commercialization of solid oxide platform; scaled manufacturing; advanced microgrid/Be Flexible, CHP and CCUS applications driving market adoption .

External Roles

Organization	Role	Years	Strategic Impact
C3.ai, Inc.	Director (public company board)	Not disclosed	Cross-pollinates AI/data infrastructure insights relevant to Bloom’s AI-load power strategy .
Kleiner Perkins	Strategic Limited Partner	2009–present	Access to venture networks supporting innovation and partnerships .
Caltech Resnick Sustainability Institute	Strategic Advisory Board Member	Not disclosed	Sustainability and energy transition expertise informing governance and product roadmap .
National Academy of Engineering	Member	Not disclosed	Recognition of technical excellence; enhances credibility with customers, partners, policymakers .

Fixed Compensation

Element	2024 Detail
Base Salary (rate)	$900,000 (approved effective April 1, 2024) .
Salary Paid	$876,923 (fiscal 2024) .
Target ACI (annual cash incentive)	130% of salary ($1,170,000 at target) .
ACI Payout	135% funding; CEO payout $1,579,500 based on company performance and plan design .
Perquisites	$53,057 home security/home office; $35,483 executive health membership; $15,000 airline/hotel memberships; $6,982 limited spousal airline travel .

Performance Compensation

Annual Cash Incentive (ACI) – 2024 Plan

Metric	Weighting	Target	Actual	Payout Factor
Non-GAAP Operating Income	50%	$100M	$108M	61.5% .
Non-GAAP Operating Gross Margin	50%	28%	29%	62.5% .
Total Revenue Growth “adder”	—	+1 point per 1% growth (capped)	+11 points	+11 points added .
Total Plan Funding	—	—	—	135% .

Long-term Equity – Legacy 2021 Revenue/Gross Margin Award (FY2024 determination)

Metric	Weighting	Target	Actual	Achievement	Payout
2-Year Product & Service Revenue CAGR	60%	25%	17.1%	-7.9% → -4.7% weighted	—
FY2024 Non-GAAP Gross Margin	40%	27%	25.9%	+1.7% → +0.7% weighted	—
Total	—	—	—	-4.0%	50% of 150,000 PSUs eligible for FY2024 .

CEO 2025 Equity Package and One-Time Grant (approved December 2024)

Grant	Structure	Metrics	Vesting / Earnout	Size / Value
2025 Equity Package	75% PSUs; 25% RSUs	PSUs equally weighted: Product Revenue Growth and non-GAAP Product Gross Margin (up to 300% leverage)	PSUs: three-year cliff (2025–2027); RSUs: three equal annual tranches	1,500,000 target PSUs; 500,000 RSUs .
One-Time Grant	PSUs	Strategic objectives (specific, objective criteria)	300,000 PSUs vested on grant Dec 18, 2024; additional 300,000 PSUs eligible by Dec 31, 2027	600,000 PSUs total; 300,000 vested immediately .
Accounting disclosure	—	—	—	Incremental grant-date fair value for 12/18/2024 awards: $60,996,000; net incremental expense recognized $42,394,800 due to modification and cancellation of 1,150,000 2021 PSUs .
Continuation of 2021 RSUs	—	—	To comply with IRC 409A, 80,000 RSUs vest annually through May 2026	2021 RSU vesting cadence maintained .

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership	6,156,478 shares (2.7% of outstanding) .
Components noted	Includes 1,971,337 options exercisable within 60 days; 150,000 PSUs vesting within 60 days; shares held in multiple trusts and GRATs where he has voting/dispositive power .
Outstanding awards (12/31/2024)	RSUs: 500,000 unvested (Dec 18, 2024 grant); PSUs: 1,500,000 target (Dec 18, 2024 grant); PSUs: 300,000 strategic (Dec 18, 2024 grant) .
2024 vesting activity	481,445 shares vested; value realized $8,870,181; settlement of 300,000 shares deferred into the Deferred Compensation Plan .
Deferred compensation	Aggregate balance $6,663,000; 300,000 deferred stock units contributed in 2024 .
Ownership guidelines	CEO required to hold 4x base salary; executives must retain 85% of net shares until compliance; all officers have achieved or have time to achieve compliance .
Hedging/pledging	Company policy prohibits hedging and pledging by directors and executive officers .

Employment Terms

Scenario	Cash Severance	Benefits (COBRA)	Equity Treatment
Qualifying Termination (no CIC)	1x base salary + target bonus for CEO	12 months CEO	12 months RSU acceleration; non-cancelled 2021 PSUs remain outstanding for 12 months; 2024 PSUs remain outstanding for the performance period .
CIC Qualifying Termination (double-trigger, within −3/+12 months of CIC)	2x (salary + target bonus) + current year pro-rata bonus for CEO	24 months CEO	Stock options and RSUs: full acceleration; 2021 PSUs vest based on CIC price threshold; 2024 PSUs remain outstanding for performance period (non-CEO PSUs deemed at target unless specified) .
At-will status	All NEOs employed at-will; no fixed term .
No tax gross-ups	No excise tax gross-ups; no tax reimbursements except executive health plan .

Board Governance

Dual role: Chairman and CEO; Board annually evaluates structure and currently supports combined role given strategy execution needs; Lead Independent Director (Jeffrey Immelt) elected with robust authority, including chairing executive sessions at every regular Board meeting; 8 of 9 directors are independent; all Board committees are 100% independent .
Committees: KR Sridhar serves on none; Lead Independent Director chairs Compensation; Audit chaired by Mary K. Bush; Nominating chaired by Eddy Zervigon .
Meeting cadence and attendance: 2024 Board met 6 times; Audit 5; Compensation 5; Nominating 4; average director attendance 97% (Michael Boskin 73.3% due to scheduling) .
Stockholder engagement: 16 conferences; ~430 meetings; proactive outreach to holders representing ~67% of shares; 2024 say‑on‑pay support was 92% .

Other Directorships & Interlocks

Public company directorship: C3.ai, Inc. .
Voting agreements: SK ecoplant and Econovation (10.2% of outstanding shares) granted an irrevocable proxy to Dr. Sridhar to vote their shares, increasing his voting influence despite single-class common stock; agreements remain in place .

Compensation Structure Analysis

Shift to PSUs/RSUs: Board cancelled 1,150,000 remaining PSUs from 2021 and front‑loaded a 2025 package emphasizing three‑year financial PSUs and time‑vested RSUs to balance performance leverage and retention amid AI/data center opportunity .
Performance rigor: 2025–2027 PSUs moved to Product Revenue Growth and non‑GAAP Product Gross Margin with increased maximum attainment from 150% to 200% for broader plans, aligning with CEO package metrics .
Cash vs equity: CEO realized significant incremental accounting expense tied to award modification and new grants ($42.3948M); ACI plan funded at 135% on strong non‑GAAP operating results while retaining tight linkage to operating profitability .
Clawbacks: Non‑discretionary clawback for Section 16 officers on restatement (vested and unvested, regardless of fault); discretionary clawback for VPs+ on fraud/misconduct; forfeiture for cause/material harm .

Risk Indicators & Red Flags

Dual role and voting influence: Combined Chairman/CEO plus irrevocable proxy over 10.2% of shares concentrates governance power; mitigated by strong Lead Independent Director and independent committees with routine executive sessions .
Award modification: Cancellation/replacement of legacy PSUs may draw scrutiny; Board documents alignment to strategic priorities and retentive value in AI/data center phase .
Hedging/pledging: Prohibited, lowering alignment risk; robust ownership guidelines for executives and directors .

Say‑on‑Pay & Peer Group

Say‑on‑pay support: 92% approval in 2024; ongoing investor engagement guided 2025 refinements .
Peer group refresh: November 2024 update added alternative energy, AI facilitators and data center infrastructure peers to reflect strategy (e.g., C3.ai, Nextracker, Pure Storage, ON Semiconductor) .
CEO positioning: Board disclosed “top quartile” annualized target total compensation when added to target cash for 2025 package, reflecting incumbent’s historical contributions and critical retention objectives .

Employment & Contracts

Item	Detail
Severance multiple (CIC double-trigger)	2x salary + target bonus + pro‑rata current year bonus; 24 months COBRA .
Severance multiple (non‑CIC)	1x salary + target bonus; 12 months COBRA; limited equity continuation windows .
Non‑compete / non‑solicit	Not specifically disclosed; Company highlights at‑will status and clawbacks .

Equity Award Vesting Schedules (select CEO awards)

Award	Grant Date	Vesting
500,000 RSUs	12/18/2024	Three equal annual installments (service-based) .
1,500,000 PSUs (2025–2027)	12/18/2024	Three‑year cliff subject to product revenue growth and non‑GAAP product gross margin; up to 300% of target .
300,000 PSUs (strategic)	12/18/2024	Immediate vest 300,000 on grant; additional 300,000 eligible upon strategic criteria by 12/31/2027 .
2021 RSUs continuation	5/12/2021	80,000 annually through May 2026 (IRC 409A compliance) .

Performance & Track Record Highlights (2024)

Record revenue $1.47B; record profits for Q4 and FY; service business profitable every quarter; continued double‑digit product cost reductions .
Positive cash flow from operations $92M; strengthened liquidity, including $402.5M 3% Green Convertible Senior Notes due 2029 and partial repurchase of 2025 notes; year‑end cash > $950M .
Strategic wins: Landmark up to 1GW supply agreement with AEP (initial 100MW order) and largest single-site fuel cell installation in Korea (80MW) .
Product innovation: Be Flexible (load following), CHP heat capture, CCUS capability; microgrid reliability up to 99.999% .

Investment Implications

Alignment: 2025 CEO PSUs are tied to product revenue growth and product gross margin over three years, directly linking pay to scale and margin expansion in AI/data center deployments; RSUs provide retention continuity during critical execution window .
Overhang and supply: 2024 vesting of 481,445 shares creates potential selling pressure; deferral of 300,000 shares into deferred units partially mitigates near-term supply; significant options exercisable within 60 days (1,971,337) warrant monitoring for exercise windows and potential selling dynamics .
Governance concentration: Combined Chair/CEO role and irrevocable proxy over 10.2% of shares heighten control risk but are balanced by independent oversight, strong Lead Independent Director authority, and robust anti‑hedging/pledging policies and clawbacks .
Payout sensitivity: ACI remains tied to operating profitability; long‑term PSUs pivot from aggregate revenue/gross margin to product-specific metrics, increasing sensitivity to data center product mix, pricing and cost curve; performance ceilings increased to 200% for broader plans, raising payout volatility if targets are exceeded .
Shareholder sentiment: 92% say‑on‑pay support and refreshed peer group suggest investor acceptance of pay‑for‑performance approach; continued delivery on revenue growth, margin expansion and FCF will be key to sustaining support and valuation .