Joshua Dolger
FUELCELL ENERGYAbout Joshua Dolger
Executive Vice President, General Counsel and Corporate Secretary at FuelCell Energy (appointed Interim GC and Corporate Secretary on June 25, 2021; EVP & GC since December 10, 2021). Licensed attorney in Connecticut and New York; J.D. (Pace University School of Law) and B.A. (SUNY Albany). Prior roles include Assistant General Counsel at Terex Corporation and senior corporate attorney at Pullman & Comley; responsibilities span SEC reporting, M&A, corporate governance, commercial contracting and strategic supply chain initiatives . Age: 50 (FY2024 10-K); tenure in current role since December 2021 . Over 2021–2024, company TSR weakened (value of $100 investment fell from 400 to 17), revenue declined to $112.1M in FY2024 (from $130.5M in FY2022), and net losses remained elevated; Adjusted EBITDA for FY2024 was approximately $(101.1)M vs budget $(101.5)M (used as an operational milestone) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FuelCell Energy | Senior Counsel | May 17, 2021 – Jun 25, 2021 | Supported commercial, compliance, and corporate governance matters . |
| FuelCell Energy | Interim General Counsel & Corporate Secretary | Jun 25, 2021 – Dec 10, 2021 | Oversaw legal and governmental affairs; board activities . |
| FuelCell Energy | EVP, General Counsel & Corporate Secretary | Dec 10, 2021 – Present | Leads all legal/government affairs; commercial, compliance, governance, board support . |
| Terex Corporation | Assistant General Counsel | Jan 2016 – Mar 2021 | SEC filings, M&A, corporate governance; implemented multi-year strategic supply chain initiative . |
| Pullman & Comley, LLC | Senior corporate attorney | Prior to Terex (dates not specified) | Corporate transactions and governance . |
External Roles
No public company board roles are disclosed for Mr. Dolger in FCEL’s filings reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 354,383 | 369,083 | 382,376 |
| Target Bonus % of Salary | — | — | 60% (MIP target; per employment agreement) |
| Actual Annual Incentive (MIP) ($) | 210,095 | 171,532 | 184,809 |
| Discretionary/Sign-on Bonus ($) | 50,000 (promotion) | — | — |
Notes:
- Initial interim GC appointment terms (effective Jun 25, 2021): base salary $340,000; target bonus 55% of salary .
- FY2024 MIP achievement was set at 80% of target for NEOs (except pro-rata adjustment for one NEO), based on weighted results vs operational milestones and strategic enablers .
Performance Compensation
Annual Incentive (MIP) – FY2024 Design and Outcomes
- Structure: 75% operational milestones, 25% strategic enablers; no discretionary adjustments used for FY2024 .
- Operational Milestones (each 25% weight)
| Metric | Target | Actual | Weighted Payout % |
|---|---|---|---|
| Secure New Backlog ($) | $300M | $248M | 0% |
| Unrestricted Cash (FY-end) | $300M | ~$257M | 14% |
| Adjusted EBITDA (deviation vs budget) | 0% (budget ≈ $(101.5)M) | +0.4% deviation; Adj. EBITDA ≈ $(101.1)M | 25% |
| Total Reportable Injury Rate (TRIR) | <1.6 | 1.04 | 49% |
- Strategic Enablers (aggregate 25% weight): Expand solid oxide capacity/install initial units (33%); demonstrate carbon recovery for food & beverage (34%); enable large-scale carbon capture with manufacturing partnership and demo site (33%) . Weighted achievement for strategic enablers: 56% .
- Blended MIP payout: 80% of target .
Long-Term Incentives (Equity)
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FY2024 LTI (granted 12/11/2023) for Mr. Dolger:
- PSUs (relative TSR, 3-year performance): Target 7,575 shares; grant-date fair value $370,418 .
- Time-based RSUs (3-year ratable vesting): 7,575 shares; grant-date fair value $274,973 .
- Program rationale: balance of PSUs (performance-levered) and RSUs (retention) .
-
Outstanding Equity at FY2024 Year-End (as of Oct 31, 2024; FMV uses $10.20/share):
- Unvested RSUs: 157 (12/10/2021; $1,620), 1,627 (12/5/2022; $16,791), 7,575 (12/11/2023; $78,174) .
- Unvested PSUs (relative TSR): 248 (12/10/2021; $2,560), 2,441 (12/5/2022; $25,191), 7,575 (12/11/2023; $78,174) .
- Vesting/earning mechanics: RSUs vest ratably over three years from grant; PSUs earn over three-year periods based on relative TSR. 2021/2022 PSUs were earned as of 10/31/24 (not yet vested at FY-end); 2022/2023 PSUs shown at target as of FY-end (trending above threshold but below target) .
-
FY2024 equity vesting realized:
- Shares acquired on vesting: 2,787; value realized $73,482 (gross) .
- No stock option exercises by NEOs in FY2024 .
Compensation Structure and Governance Signals
- Shareholder feedback actions: reduced FY2025 target LTI awards for CEO/NEOs to 45% or less of prior year and implemented FY2024 salary freeze (impacting FY2025 salaries); shifted operational metric from revenue to dollar-value backlog; minimized discretion .
- Independent consultant (Meridian) advises committee; no conflicts identified .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 12, 2025) | 4,273 shares; <1% of outstanding (21,143,772 shares outstanding) . |
| Vested vs Unvested | Unvested RSUs/PSUs as above; options none . |
| Anti-Hedging / Anti-Pledging | Company policy prohibits hedging and pledging by directors/officers/employees . |
| Ownership Guidelines (updated Feb 2025) | Section 16 officers: lesser of 1x base salary or at least 20,000 shares; compliance required within 5 years of appointment or guideline change (Feb 2030 deadline) . |
| Clawback Policies | SEC-compliant restatement clawback and misconduct-based recovery policy adopted in 2023 . |
| Option Repricing / Tax Gross-ups | No option repricing without stockholder approval; no tax gross-ups; no defined benefit/SERP; no non-qualified deferred comp for NEOs (beyond broad-based plans) . |
Alignment note: Compared to the 20,000-share guideline for Section 16 officers, Mr. Dolger’s reported beneficial ownership of 4,273 shares suggests a current shortfall; executives have until February 2030 to comply .
Employment Terms
- Employment agreement effective August 2, 2021 (Other NEO Agreement) .
- Target annual incentive (2024): 60% of base salary (MIP) .
- Severance (non-change in control): 6 months base salary + 6 months health premiums .
- Change-in-control (double trigger: termination without cause/resignation for good reason in connection with CoC): immediate vesting of unvested equity; 12 months base salary + average bonus since appointment + 12 months health premiums .
Potential payments (assumes termination on Oct 31, 2024; share price $10.20):
| Scenario | Accelerated RSUs/PSUs ($) | Annual Incentive Payment ($) | Health Premiums ($) | Severance ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / Good reason | — | — | 15,995 | 192,509 | 208,504 |
| Following Change in Control (double trigger) | 200,155 | 138,896 | 31,991 | 385,018 | 756,060 |
Performance & Track Record
- Pay vs Performance context (company-level):
- Value of initial $100 investment (TSR): 2021: 400; 2022: 156; 2023: 55; 2024: 17 (company) vs peer index TSR: 164, 120, 71, 72 respectively .
- Revenue ($M): 2021: 69.585; 2022: 130.484; 2023: 123.394; 2024: 112.132 .
- Net Loss ($M): 2021: (101.025); 2022: (147.232); 2023: (108.056); 2024: (156.778) .
- FY2024 operational execution (selected): backlog target missed (0% payout), cash above threshold (14%), Adjusted EBITDA near budget (25%), TRIR improved to 1.04 (49% payout); blended MIP payout set at 80% of target .
- Cost/capital actions cited in FY2024 narrative include workforce reductions and reduced capex to maintain liquidity; $257M unrestricted cash and short-term investments at FY-end (above threshold) .
Related Party / Insider Policies
- At appointment (June 2021), company disclosed no related party transactions or arrangements in connection with his selection; no family relationships; initial comp: $340,000 base, 55% target bonus .
- Insider Trading Policy; whistleblower procedures; Code of Ethics overseen by Audit, Finance and Risk Committee .
Compensation Committee & Peer Benchmarking
- Compensation and Leadership Development Committee, advised by Meridian; no conflicts identified .
- Stockholder feedback led to: peer group adjustments to align revenues; minimizing discretion in MIP; reducing LTI levels and freezing salaries into FY2025 .
Multi-Year Compensation (Summary)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 354,383 | 369,083 | 382,376 |
| Stock Awards (ASC 718 grant-date fair value) | 760,527 | 652,557 | 645,391 |
| Non-Equity Incentive Plan Compensation (MIP) | 210,095 | 171,532 | 184,809 |
| All Other Compensation | 10,125 | 14,425 | 15,256 |
| Total | 1,385,130 | 1,207,597 | 1,227,831 |
Investment Implications
- Pay-for-performance alignment: Annual incentives tied to operational/strategic milestones produced an 80% of target payout amid mixed execution (missed backlog target offset by cash discipline, EBITDA adherence, and improved safety), indicating the plan can scale payouts down when growth KPIs lag .
- Retention risk and selling pressure: Unvested RSUs/PSUs are modest in size versus total company float and vest ratably over three years; policy prohibits pledging/hedging, lowering forced-selling risk; NEOs had no option exercises in FY2024 and Mr. Dolger holds no options .
- Ownership alignment: Reported beneficial ownership (4,273 shares; <1%) is below the new 20,000-share guideline for Section 16 officers; however, executives have until February 2030 to comply, and time-based and performance equity may contribute toward compliance as they vest/are earned .
- Downside protection/CoC economics: Severance is relatively modest (6–12 months salary plus average bonus in CoC and health premiums), with double-trigger equity acceleration, which limits windfalls and aligns with standard governance practices .
- Execution risk: Company TSR and revenue trends under his tenure reflect broader business headwinds; 2024 actions (backlog definition change, cost control, safety focus) and lowered FY2025 compensation targets/salary freeze suggest a recalibration phase; sustained backlog/revenue conversion remains the key catalyst for compensation realization and potential insider wealth accumulation via PSUs .