Satish Chitoori
Bloom EnergyAbout Satish Chitoori
Bloom Energy’s Chief Operations Officer (COO) since April 2024, overseeing Supply Chain, Manufacturing, Installations (CIG), and Facilities; previously SVP–Global Supply Chain Management (2019–2024). Age 53. Education: BS in Mechanical Engineering (Jawaharlal Nehru University); MBA in Operations (Savitribai Phule Pune University). Background spans 22+ years in semiconductor and electronics industries across operations, process engineering, quality, product and program management, with multiple international assignments; credited with scaling Bloom’s supply chain and supplier relationships. Company performance metrics that drove 2024 incentives: non-GAAP operating income $108M (vs $100M target), non-GAAP gross margin 29% (vs 28% target), and 11% revenue growth, yielding overall ACI funding at 135% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bloom Energy | Chief Operations Officer | 2024–present | Leads Supply Chain, Manufacturing, CIG Installations, Facilities; operational scaling focus |
| Bloom Energy | SVP – Global Supply Chain Management | 2019–2024 | Scaled supply chain; managed complex global supplier relationships supporting growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UC Santa Barbara – Engineering Leadership Certificate Program | Advisory Board Member | n/a | External leadership advisory; talent and engineering leadership development linkage |
Fixed Compensation
| Year | Base Salary Rate ($) | Target Bonus (% of Salary) | Bonus at Target ($) | Actual ACI Payout (% of Target) | Actual ACI ($) | Salary Earned ($) |
|---|---|---|---|---|---|---|
| 2024 | 475,000 | 70% | 332,500 | 150% | 498,750 | 457,693 |
Notes:
- 2024 ACI plan funded at 135% at company level; individual payout for Chitoori at 150% based on role/individual modifiers .
Performance Compensation
Annual Cash Incentive (ACI) Design and 2024 Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Non-GAAP Operating Income | 50% | $1M | $100M | $140M | $108M | 61.5% |
| Non-GAAP Operating Gross Margin | 50% | 23% | 28% | 30% | 29% | 62.5% |
| Total Revenue Growth Add-on | n/a | n/a | n/a | n/a | +11 ppts (for 11% growth) | +11 ppts |
| Total Bonus Funding (Company) | — | — | — | — | 135% | 135% |
2024 Equity Grants and Structure (LTI)
| Grant Type | Grant Date | Quantity | Exercise/Base Price | Design / Performance Metrics | Vesting |
|---|---|---|---|---|---|
| RSU | 3/1/2024 | 55,000 | — | Time-based | 40% at 1-year; remainder quarterly over next 2 years (implies 22,000 vest on 3/1/2025; remainder quarterly to 2027) |
| PSO (converted from 2024 PSU election) | 3/1/2024 | 55,000 target | $9.08 | Three-year performance: average total revenue growth and average non-GAAP gross margin | Cliff vest at 3-year anniversary (3/1/2027) subject to performance and service |
| PSU (2023) | 3/16/2023 | 10,000 target unearned | — | Relative revenue CAGR and non-GAAP gross margin | Cliff vest at 3-year anniversary subject to performance |
| RSU (2023) | 3/16/2023 | 4,167 unvested at 12/31/2024 | — | Time-based | One-third at 1 year; remainder quarterly over next 2 years |
| RSU (2022) | 3/15/2022 | 2,084 unvested at 12/31/2024 | — | Time-based | One-third at 1 year; remainder quarterly over next 2 years |
Additional plan features and outcomes:
- 2024 PSU-to-PSO/RSU-to-Option conversion feature allowed executives to swap at a 2:1 ratio while keeping metrics/targets unchanged; Chitoori elected to convert all 2024 PSUs into PSOs .
- 2024 ACI payout received by Chitoori: 150% of target, $498,750 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 175,842 Class A shares (<1% of outstanding) |
| Components within 60 days (as of Feb 28, 2025) | Includes 32,500 options exercisable; 2,917 RSUs vesting within 60 days |
| Outstanding Options (legacy) | 32,500 (grant 10/15/2019) at $2.97; expires 10/15/2029 |
| Outstanding RSUs (unvested, 12/31/2024) | 2,084 (3/15/2022); 4,167 (3/16/2023); 55,000 (3/1/2024) |
| Outstanding PSUs/PSOs (unearned/unexercisable) | 10,000 PSUs (3/16/2023) unearned; 110,000 PSOs (3/1/2024) unexercisable at $9.08, expiring 3/1/2034 |
| Hedging/Pledging | Prohibited under company policy |
| Clawback | Clawback policies apply to cash and equity incentives, whether vested or unvested |
2024 exercises/vests:
- Shares acquired on vesting in 2024: 57,433; value realized $660,590 (pre-tax) .
Insider selling pressure signals:
- 2024 RSUs: 40% initial cliff from the 55,000 RSU grant vesting on 3/1/2025 (22,000 shares), with ongoing quarterly vesting thereafter through 2027 .
- 2024 PSOs are cliff-based (no annual dribble), concentrating potential value realization at 3-year certification in 2027, reducing near-term selling supply vs. ratable designs .
Employment Terms
| Scenario (assumed as of 12/31/2024) | Cash Severance ($) | Equity Vesting Acceleration ($) | Continued Benefits ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (non-CIC) | 475,000 | — | 2,844 | 477,844 |
| CIC Qualifying Termination | 1,193,400 | 5,650,985 | 4,266 | 6,848,651 |
Notes:
- Potential payments calculated using $22.21 share price (12/31/2024) and unvested, in-the-money equity; actual outcomes vary with timing and price .
- Change-in-control agreements exist for NEOs; company prohibits hedging/pledging and maintains clawbacks .
Supporting Compensation Detail (2024 Grants and Summary)
| Component | Amount / Detail |
|---|---|
| 2024 Grants (RSU) | 55,000 RSUs; grant date fair value $499,400 |
| 2024 Grants (PSO) | 55,000 target PSOs at $9.08; grant date fair value $792,231; maximum-as-if performance value $1,188,347 (PSO accounting maxima disclosure) |
| 2024 Summary Compensation (Total) | $2,273,215 (Salary $457,693; Stock $499,400; Option/PSO $792,231; ACI $498,750; Other $25,141) |
Performance & Track Record
- Professional impact noted for scaling Bloom’s supply chain and managing complex global suppliers; 22+ years’ operations and engineering leadership across semiconductors/electronics; extensive Asia assignments (Malaysia, Singapore, Thailand, India, China) .
- Company performance that informed 2024 incentives: non-GAAP operating income $108M; non-GAAP gross margin 29%; total revenue growth 11%, driving 135% ACI funding and a 150% individual payout for Chitoori .
- Governance and investor alignment: say-on-pay support of 92% in 2024; adoption of three-year performance equity framework; new independent comp consultant (Meridian) and updated peer group in late 2024 .
Risk Indicators & Red Flags
- Section 16(a) compliance: administrative late filings noted for two other officers and an amended Form 3 for Chitoori to correct reported holdings; no indication of unresolved compliance issues .
- Hedging/pledging prohibited; robust clawbacks in effect .
- No related-party transactions for Chitoori disclosed; no tax gross-ups disclosed for him in 2024 tables .
Compensation Structure Analysis
- Strong pay-for-performance orientation: 2024 NEO packages emphasized PSUs/PSOs and RSUs; majority at-risk; ACI funded at 135% based on financial outcomes .
- Shift to three-year performance architecture for equity enhances retention and alignment; PSO cliff vesting reduces short-term selling pressure but concentrates event risk in 2027 .
- Individual 2024 ACI payout at 150% underscores positive assessment of operations leadership in a year of revenue growth and margin expansion .
- No evidence of repricings/modifications for Chitoori’s awards in 2024 beyond company-wide PSU-to-PSO election mechanics; PSO accounting maxima disclosed .
Compensation Peer Group & Say-on-Pay
- Peer group updated and consultant changed to Meridian in late 2024 to better reflect markets; 2024 say-on-pay support 92% (indicative of investor alignment) .
Expertise & Qualifications
- Mechanical engineering and operations MBA; deep operations/supply chain leadership across semiconductors/electronics; global team-building experience .
- External advisory role at UCSB ELC suggests engagement with engineering leadership development .
Equity Awards Outstanding (detail at 12/31/2024)
| Award | Quantity/Status | Price | Expiration | Vesting / Notes |
|---|---|---|---|---|
| Stock Option (10/15/2019) | 32,500 exercisable | $2.97 | 10/15/2029 | Legacy option |
| RSU (3/15/2022) | 2,084 unvested | — | — | 1/3 at 1-year; remainder quarterly over 2 years |
| RSU (3/16/2023) | 4,167 unvested | — | — | 1/3 at 1-year; remainder quarterly over 2 years |
| PSU (3/16/2023) | 10,000 target unearned | — | — | Cliff vest at 3-year; relative revenue CAGR and non-GAAP GM |
| PSO (3/1/2024) | 110,000 unexercisable | $9.08 | 3/1/2034 | Cliff vest at 3-year; avg total revenue growth & avg non-GAAP GM |
| RSU (3/1/2024) | 55,000 unvested | — | — | 40% at 1-year; remainder quarterly over 2 years |
Employment Terms – Additional Notes
- CIC payouts assume double-trigger termination as defined in the company’s CIC agreements; values are scenario-modeled as of 12/31/2024 with $22.21 share price and are subject to change .
- Continued COBRA coverage values modest in non-CIC and CIC scenarios ($2,844 vs. $4,266) .
Investment Implications
- Alignment: Majority at-risk compensation with three-year performance hurdles tied to revenue growth and non-GAAP gross margin directly links Chitoori’s upside to multi-year operational execution; prohibition on hedging/pledging and clawbacks bolster alignment and risk control .
- Retention vs. selling pressure: 2024 PSOs are cliff-based (2027) and 2023 PSUs are also three-year cliff, which supports retention; 2024 RSU vesting cadence (40% in Mar-2025, then quarterly) introduces manageable, periodic sellable supply rather than large near-term blocks, though initial 22,000-share cliff in 2025 is notable .
- Severance/CIC: Non-CIC severance is modest ($477.8k total), while CIC economics ($6.85M) are material due to equity acceleration—watch for deal-related incentives and retention needs in a strategic transaction scenario .
- Execution risk: As COO, performance metrics he can influence (revenue growth via deliveries/installs, gross margin through manufacturing/supply chain efficiency) are central to PSO/PSU payouts; 2024 results (11% revenue growth, 29% non-GAAP GM) and his 150% ACI payout indicate positive execution momentum entering 2025 .
- Governance sentiment: 92% say-on-pay support and updated peer methodology reduce compensation-structure overhang; no red flags on pledging/hedging, and only an administrative Section 16 amendment reported for Chitoori .