Donna Sims Wilson
FUELCELL ENERGYAbout Donna Sims Wilson
Donna Sims Wilson (age 63) is an independent director of FuelCell Energy, serving since 2021. She is Chief Operating Officer at Kah Capital Management and holds a B.A. in Political Science from Yale University, with core credentials in banking/finance, risk oversight, and ESG leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith Graham Investment Advisors | President | Oct 2015 – Apr 2021 | Board member; Executive Management & Investment Policy Committees |
| Investment banking (various) | Lead corporate finance professional | ~30-year career | Underwrote corporate/mortgage debt and equity IPO/secondary offerings |
| NASP Africa Financial Summit / MiDA | Co-founder / initiative leader | Since 2015 | Led initiatives that executed >$1B in African infrastructure investments by U.S. institutions |
| Export-Import Bank of the U.S. | Chair, Sub-Saharan Africa Advisory Board | Prior role | Policy/advisory leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Kah Capital Management | Chief Operating Officer | Apr 2020 | Member of Management, Investment & Risk Committees; Chair of Valuation Committee |
Board Governance
- Independence: The Board determined Wilson is independent under SEC/Nasdaq standards .
- Committees (FY2024/Current):
- Chair, Compensation and Leadership Development Committee; 7 meetings held FY2024; regular executive sessions .
- Member, Audit, Finance and Risk Committee; 7 meetings held FY2024; routine executive sessions with auditors .
- Member, Nominating, Governance and Sustainability Committee .
- Attendance: Board held 12 meetings in FY2024; all incumbent directors attended >75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Engagement: Stockholder communication channels established via Corporate Secretary and email .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging by directors .
- Compensation recovery (clawback): Executive compensation recovery policies adopted in 2023; described and cross-referenced in proxy .
Fixed Compensation
| Metric (FY) | FY2023 | FY2024 |
|---|---|---|
| Annual Cash Retainer ($) | 50,000 | 50,000 |
| Committee Participation Fees ($) | 32,500 | 32,500 |
| Chair/Additional Retainers ($) | Included in committee totals; chair rates disclosed (Audit $20k; Comp $15k; Nominating $15k; Board Chair +$50k) | Included in committee totals; chair rates disclosed (Audit $20k; Comp $15k; Nominating $15k; Board Chair +$50k) |
| Fees Earned or Paid in Cash ($) | 82,500 | 82,500 |
| Director Equity Award ($) | 115,000 (RSUs or deferred stock) | 115,000 (RSUs or deferred stock) |
| Option Awards ($) | — | — |
| Total ($) | 197,500 | 197,500 |
Notes:
- Non-employee director compensation structure: $50,000 annual retainer; annual equity award valued at $115,000 (RSUs or deferred common stock at the director’s election); committee retainers: $10,000 for first committee, $7,500 for each additional; chair retainers: Audit $20,000; Compensation $15,000; Nominating $15,000; Board Chair additional $50,000 .
- Directors may elect cash or stock payment for retainers; deferral elections available under Directors Deferred Compensation Plan .
Performance Compensation
| Component | Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director Equity Award | RSUs or deferred common stock valued at $115,000 | Vests at earlier of one year from grant or next annual meeting | None; director awards are time-based, not performance-conditioned |
| Fees paid in stock (if elected) | Unrestricted common shares | Not subject to vesting | None |
The Compensation and Leadership Development Committee oversees executive pay-for-performance and program governance; Wilson, as Chair, signs the committee report recommending inclusion of CD&A and linking pay to performance for NEOs .
Other Directorships & Interlocks
- The FCEL proxy discloses Wilson’s current public company directorship at FuelCell Energy and her external executive role at Kah Capital; no other current public company boards are listed in the proxy biography/disclosure for Wilson .
- Committee responsibility includes reviewing and approving the peer group used for external benchmarking of officer and director compensation programs .
Expertise & Qualifications
- Skills include executive leadership, banking/financial expertise, marketing/sales, broad international exposure, risk management/oversight, exposure to energy/utility sectors, strategy development/implementation, and ESG experience .
- Awards and recognition: Named one of the Most Powerful Women in Business by Black Enterprise; NASP Joyce Johnson Award (2010) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Donna Sims Wilson | 271 | * (less than 1%) | Shareholdings do not include 5,441 vested deferred stock units (DSUs) |
- Base shares outstanding used in table: 21,143,772 (as of Feb 12, 2025) .
- Stock ownership guidelines (adjusted Feb 2025): Non-Employee Independent Directors must hold the lesser of 3x annual cash retainer or at least 6,000 shares; directors have until Feb 2030 to meet updated guidelines. Counting includes 100% of restricted stock/RSUs (vested/unvested), ESPP shares, and DSUs; stock options excluded; required to maintain 50% of equity received until guideline met .
Governance Assessment
- Strengths: Independent status; chairs compensation committee with clear oversight of pay governance; active participation across Audit and Nominating committees; documented executive sessions; robust anti-hedging/anti-pledging and clawback policies; strong risk oversight delegation .
- Alignment: Director pay mix balances cash retainer and equity; ability to elect stock payments and DSU counting toward ownership guidelines supports alignment; Wilson holds 5,441 vested DSUs in addition to shares, which count toward guideline compliance .
- Attendance/engagement: Board and committees maintained high meeting cadence; directors exceeded 75% attendance thresholds, and shareholder engagement processes are in place .
- Potential Red Flags: Low beneficial ownership in common shares (271) relative to the updated 6,000-share guideline; however, DSUs count and the compliance deadline is Feb 2030, mitigating immediate misalignment risk . No related-party transactions involving Wilson are identified in the proxy’s relationship/transactions section; the company relies on Audit Committee judgment for any related-person transactions >$120,000 .
- Committee effectiveness signals: Audit Committee holds executive sessions with auditors; Compensation Committee meets in executive session at each meeting; charters available; seven meetings each in FY2024 reflect active oversight .
Overall implication: Wilson’s independence, multi-committee engagement, and compensation-governance leadership are positives for investor confidence, with ownership alignment tracking toward updated guidelines under a defined timeline. Monitoring future disclosures on director ownership progression and any related-person exposures remains prudent .