James H. England
FUELCELL ENERGYAbout James H. England
Independent Chair of the Board of Directors at FuelCell Energy (FCEL) since 2018; Director since 2008. Age 78; CEO of Stahlman-England Irrigation, Inc. since 2000. Former Chairman/President/CEO of Sweet Ripe Drinks (4 years) and CFO of John Labatt Ltd. (1990–1993) after 18 years at the company; started career at Arthur Andersen in Toronto following service in the Canadian infantry. Education: B.A., Royal Military College of Canada; MBA, York University; Chartered Accountant designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stahlman-England Irrigation, Inc. | Chief Executive Officer | 2000–present | Primary occupation; private company CEO |
| Sweet Ripe Drinks, Ltd. | Chairman, President & CEO | 4 years (prior to 2000) | Led fruit beverage company |
| John Labatt Ltd. | Chief Financial Officer | 1990–1993 (18 years at company) | Public company (>US$5B market cap); senior finance leadership |
| Arthur Andersen & Co. (Toronto) | Auditor | Early career | Accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enbridge Inc. | Director | Jan 2007–May 2022 | Energy industry experience; not current. Cynthia Hansen (FCEL Director) is EVP & President, Gas Transmission & Midstream at Enbridge . |
| John Labatt Ltd. | Director (past) | Not disclosed | Past board service |
| Canada Malting Co., Ltd. | Director (past) | Not disclosed | Past board service |
| St. Clair Paint and Wallpaper Corporation | Director (past) | Not disclosed | Past board service |
Board Governance
- Role: Independent Chair; separate from CEO (Jason Few). Board believes split Chair/CEO aids oversight and independence .
- Independence: Determined independent under SEC/Nasdaq rules; one of 7 independent nominees .
- Attendance: Board held 12 meetings in FY2024; each incumbent director attended >75%; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold regular sessions without management .
- Board refresh: 4 new directors since 2021 (50% of current board), including one in FY2024 .
Committee Assignments (current)
| Committee | Role | Chair | Meetings (FY2024) |
|---|---|---|---|
| Compensation & Leadership Development | Member | Donna Sims Wilson | 7 |
| Nominating, Governance & Sustainability | Member | Natica von Althann | 6 |
| Executive Committee | Member | Jason Few | 0 |
| Audit, Finance & Risk | Not listed as current member | Matthew F. Hilzinger (Chair) | 7 |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $50,000 | Director retainers may be taken in cash or common stock . |
| Chair of the Board Retainer | $50,000 | Additional annual retainer for non-employee Chair . |
| Committee Participation Fees | $67,500 | Includes committee membership retainers ($10,000 first committee; $7,500 each additional; none for Executive Committee) plus Chair retainer classified within participation total . |
| Annual Equity Award (RSUs or Deferred Stock) | $115,000 | Vests at one year or next annual meeting; directors may elect RSUs or deferred common stock . |
| Total FY2024 | $232,500 | England took retainers/equity in stock; “Fees Earned Paid in Cash” shown as “—” . |
Comparative context: FY2023 total also $232,500 with the same components and structure .
Performance Compensation
- Non-employee director equity awards are time-based (RSUs or deferred stock) and vest at one year or next annual meeting; no performance metrics, options, or PSU awards disclosed for directors .
- Anti-hedging and anti-pledging policies apply to directors; no option repricing without stockholder approval .
Other Directorships & Interlocks
| Link | Detail | Implication |
|---|---|---|
| Enbridge tie | England was an Enbridge director (2007–2022); FCEL director Cynthia Hansen is a current Enbridge EVP . | Potential information flow benefit; no related party transactions requiring Item 404 disclosure reported . |
Expertise & Qualifications
- Skills: Board/executive leadership, international exposure, high financial expertise, energy industry, energy infrastructure, manufacturing, ESG .
- Qualifications: Chartered Accountant; CFO experience at a >US$5B market cap public company; multi-decade operating and board experience .
Equity Ownership
| Holder | Beneficially Owned (2/12/2025) | Notes |
|---|---|---|
| James H. England | 254 shares; options to purchase 245 shares currently exercisable | Ownership <1%; does not include 13,450 vested deferred shares and 4,468 vested deferred stock units; 21,143,772 shares outstanding . |
Policies and alignment:
- Stock ownership guidelines for non-employee independent directors: lesser of 3× annual cash retainer or at least 6,000 shares; expected to meet within 5 years of change (Feb 2030 following reverse split adjustment) .
- Counting rules: RSUs, deferred stock/units count; options (unexercised) do not; must hold at least 50% of shares from equity awards until guideline met .
- Anti-hedging/anti-pledging: Directors prohibited from hedging/pledging Company securities .
Governance Assessment
- Strengths: Independent Chair with deep financial and energy experience; robust committee participation (Compensation, Nominating, Executive); formal stock ownership and clawback policies; anti-hedging/pledging; regular executive sessions; strong risk oversight and defined committee charters .
- Engagement/attendance: Board met 12 times in FY2024; each director >75% attendance; all attended the 2024 annual meeting; virtual meetings enable broad stockholder participation .
- Pay structure: Simple and transparent cash/equity retainer mix with optional stock election; England elected stock-only in FY2024, supporting alignment through equity exposure .
- Red flags/monitoring: 2024 Say-on-Pay approval fell to ~48% (vs 83% average 2020–2023), signaling investor concern on NEO pay; England sits on Compensation Committee, making responsiveness to feedback critical .
- Conflicts/related parties: No compensation committee interlocks or Item 404 related party transactions disclosed for members; Nominating Committee actively monitors conflicts .