KR Sridhar
Bloom EnergyAbout 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 .