Betsy Bingham
FUELCELL ENERGYAbout Betsy Bingham
Betsy Bingham, age 64, has served as an independent director of FuelCell Energy since 2021. She is Lean Operations Leader for GE Aviation, overseeing lean transformation, Quality, Sustainability, and Environmental, Health & Safety, with prior senior roles at GE Digital, Honeywell PMT, Royal Philips (COO Diagnostic Imaging, Head of Systems Manufacturing, SVP Global Customer Service), and Danaher subsidiaries Tektronix and Veeder-Root. She holds a B.S. in Ceramic Engineering (Alfred University) and an MBA (SUNY Buffalo) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aviation | Lean Operations Leader; accountable for Quality, Sustainability, EHS | Jun 2021–present | Leads enterprise lean transformation |
| GE Digital | Lean & Operations Leader | Dec 2019–Jun 2021 | Led lean transformation and operational management system |
| Honeywell International (PMT) | VP, Integrated Supply Chain; responsible for Honeywell Operating System | Sep 2018–Nov 2019 | Led corporate lean program |
| Royal Philips | Head of Systems Manufacturing | Mar 2018–Sep 2018 | Manufacturing systems leadership |
| Royal Philips | COO, Diagnostic Imaging Business | Aug 2016–Mar 2018 | Operational leadership of Dx Imaging |
| Royal Philips | SVP, Head of Global Customer Service | Jan 2015–Aug 2016 | Global service operations |
| Tektronix (Danaher) | Various leadership | Not disclosed | Lean/continuous improvement experience |
| Veeder-Root (Danaher) | Various leadership | Not disclosed | Lean/continuous improvement experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| GE Aviation | Lean Operations Leader | No (division of GE) | Current occupation |
| Other public company boards | — | — | None disclosed in FCEL proxy |
Board Governance
- Independence: The Board determined Bingham is independent under SEC/Nasdaq standards; 7 of 8 nominees are independent .
- Committee assignments (FY2024 current structure):
- Audit, Finance & Risk Committee, member; the committee held 7 meetings; designated financial expert is M. Hilzinger .
- Compensation & Leadership Development Committee, member; the committee held 7 meetings .
- Attendance and engagement:
- Board held 12 meetings in FY2024; each incumbent director attended >75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (James H. England) and separate CEO; independent directors hold regular executive sessions .
Fixed Compensation
| Component | Board Policy (FY2024) | Bingham FY2024 Amount |
|---|---|---|
| Annual cash retainer | $50,000 | $16,875 |
| Committee member retainers | $10,000 for first committee; $7,500 per additional committee (no fee for Executive Committee) | $17,500 (Audit + Compensation) |
| Chair fees | $20,000 Audit; $15,000 Nominating; $15,000 Compensation | Not a chair (N/A) |
| Equity award (annual) | RSUs or deferred common stock, $115,000, vests at earlier of 1 year or next annual meeting | Part of $165,625 total stock awards (includes annual grant and elected equity in lieu of cash) |
| Directors’ Deferred Compensation Plan | Optional deferral of retainers (cash/stock) to a future date or departure | Eligible |
Fiscal year 2024 total non-employee director compensation for Bingham: $182,500; composed of $16,875 cash and $165,625 stock awards .
Performance Compensation
| Item | Structure | Metrics | Vesting/Conditions |
|---|---|---|---|
| Annual director equity | RSUs or deferred stock | None (no performance conditions for director grants) | Vests at earlier of 1 year from grant or next annual meeting |
| Options/PSUs | Not part of director program (options not granted; PSUs are for executives) | — | — |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Bingham in the FCEL proxy |
| Committee interlocks/conflicts | Compensation Committee members (including Bingham) had no relationships requiring Item 404 disclosure in FY2024 |
Expertise & Qualifications
- Executive leadership in lean manufacturing, scaling operations, and risk oversight; experience with advanced technologies and global public companies; ESG experience .
- Financial literacy suitable for Audit membership (committee members must be financially literate) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested Deferred Shares | Vested Deferred Stock Units | Pledged/Hedged |
|---|---|---|---|---|---|
| Betsy Bingham | 8,608 | 0.041% (8,608 / 21,143,772) | 791 | 550 | Prohibited by policy; no pledging allowed |
| Directors’ ownership guideline | Lesser of 3× annual cash retainer or at least 6,000 shares | — | Counting rules include RSUs and deferred stock (not PSUs) | — | Must hold 50% of shares from awards until guideline met; compliance expected by Feb 2030 |
Notes: Shares outstanding were 21,143,772 as of Feb 12, 2025, used to compute percentage . Bingham’s footnote indicates additional vested deferred shares/units not included in beneficial ownership count .
Governance Assessment
- Strengths: Independent status; dual membership on Audit and Compensation Committees; strong attendance; adherence to anti-hedging/anti-pledging policies; formal stock ownership guidelines she meets (≥6,000 shares) supporting alignment .
- Compensation alignment: Bingham elected to receive a high proportion of her director pay in equity ($165,625 stock vs $16,875 cash), increasing skin-in-the-game and alignment with shareholders .
- Red flags/risks: No related-party transactions disclosed for Compensation Committee members; no pledging or hedging allowed; no option repricing; no tax gross-ups—policies favor investor alignment . Broader governance context: FY2024 say‑on‑pay approval fell to ~48%, prompting compensation program adjustments; as a Compensation Committee member, Bingham participates in a more shareholder-responsive framework (peer group modifications, reduced CEO LTI targets, no discretionary MIP adjustments in FY2024) .
Insider and Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (FY2024) | All made timely per company review |
| Clawback policies | Adopted; recovery for accounting restatements and specified misconduct (executives) |
Committee Responsibilities Reference
| Committee | Key Oversight Areas | FY2024 Meetings |
|---|---|---|
| Audit, Finance & Risk (member) | Financial reporting integrity, auditor independence/performance, internal controls, risk management (incl. cybersecurity, liquidity, macro risks); FRMP oversight | 7 |
| Compensation & Leadership Development (member) | Executive/director pay policies, peer group, MIP milestones, succession planning, plan administration | 7 |
Overall, Bingham’s manufacturing/lean expertise and ESG oversight background add operational rigor to FCEL’s board while her committee roles and equity-heavy pay mix support alignment. No conflicts or attendance concerns are disclosed; policies on hedging/pledging and stock ownership guidelines further bolster investor confidence .