Matthew F. Hilzinger
FUELCELL ENERGYAbout Matthew F. Hilzinger
Independent director (since 2015) and Chair of FuelCell Energy’s Audit, Finance & Risk Committee; age 61. Former EVP & CFO of USG Corporation (2012–2019) with prior senior finance roles at Exelon (CFO 2008–2012; Corporate Controller 2002–2008), Credit Acceptance (CFO 2001), Kmart (VP, Corporate Controller 1997–2001), Handleman Company (VP, International Operations 1990–1997) and Arthur Andersen (1985–1990). Bachelor of Accounting, University of Michigan. Designated the Board’s “Audit Committee Financial Expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USG Corporation | EVP & Chief Financial Officer | May 2012–May 2019 | Led all financial activities and strategic planning |
| Exelon Corporation | Chief Financial Officer | 2008–2012 | Finance and risk management leadership |
| Exelon Corporation | Corporate Controller | 2002–2008 | Corporate accounting oversight |
| Credit Acceptance Corporation | Chief Financial Officer | 2001 | Corporate finance leadership |
| Kmart Corporation | VP, Corporate Controller | 1997–2001 | Corporate controls and reporting |
| Handleman Company | VP, International Operations | 1990–1997 | International operations management |
| Arthur Andersen & Co. | Auditor | 1985–1990 | Audit and assurance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northwest Hardwoods, Inc. | Director | Since Feb 2021 | Board service disclosed |
Board Governance
- Committee assignments: Chair, Audit, Finance & Risk Committee; Member, Compensation & Leadership Development Committee; Member, Executive Committee. Audit Committee held 7 meetings in FY2024; Compensation Committee held 7; Nominating, Governance & Sustainability held 6.
- Independence and engagement: Classified “Independent Director” under Nasdaq rules; Board held 12 meetings in FY2024; each incumbent director attended >75% of Board/committee meetings; all directors attended the 2024 Annual Meeting; independent directors hold regular executive sessions.
- Governance standards: Majority voting in uncontested elections; mandatory director education (≥4 hours per year) with all directors meeting FY2024 requirements.
- Policies: Anti-hedging and anti-pledging for directors; executive compensation recovery (clawback) policies adopted in 2023; formal stock ownership guidelines for non-employee directors (lesser of 3× cash retainer or ≥6,000 shares) with a compliance window to February 2030 (after guideline update in Feb 2025).
- Audit Committee scope: Oversees financial reporting integrity, internal controls, auditor independence/performance, enterprise risk including cybersecurity/technology and financial risk management (FRMP adopted Sept 2021); Hilzinger designated “Audit Committee Financial Expert.”
Fixed Compensation
Director compensation structure (FY2024): annual cash retainer $50,000; annual equity award (RSUs or deferred common stock at director’s election) valued at $115,000; committee member retainers $10,000 for first committee and $7,500 for each additional; Chair retainers: $20,000 (Audit), $15,000 (Compensation; Nominating). New directors prorated grants; equity vests one year from grant or at next annual meeting.
Hilzinger’s FY2024 director compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned (Cash) | 80,000 |
| Stock Awards (Grant-date fair value) | 115,000 |
| Total | 195,000 |
Breakdown by category:
| Category | Amount ($) |
|---|---|
| Annual Equity Award | 115,000 |
| Annual Retainer Fees | 50,000 |
| Committee Participation Fees | 30,000 |
| Total | 195,000 |
Performance Compensation
- Director equity grants are time-based (not performance-conditioned) and vest after one year (or at the next annual meeting).
- As a Compensation Committee member, Hilzinger oversees the Management Incentive Plan (MIP) and long-term equity design for executives. FY2024 operational milestones and strategic enablers are below.
FY2024 Operational Milestones — Targets and Actuals
| Milestone (Weight) | Threshold | Target | Maximum | Actual | Company Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|
| Secure New Backlog (25%) | $250M | $300M | $400M | $248M | 0% | 0% |
| End FY Unrestricted Cash (25%) | $250M | $300M | $400M | $257M | 56% | 14% |
| Adjusted EBITDA Deviation vs Budget (25%) | (20%) | 0% | 20% | +0.4% | 101% | 25% |
| Total Reportable Injury Rate < 1.6 (25%) | 2.6 | 1.6 | 1.0 | 1.04 | 194% | 49% |
| Aggregate Weighted Achievement | 88% |
FY2024 Strategic Enablers — Targets and Actuals
| Strategic Enabler (Weight) | Company Actual Achievement | Percentage of Target | Weighted Payout % |
|---|---|---|---|
| Expand solid oxide manufacturing capacity and produce/install initial units (33%) | Partial | 50% | 17% |
| Demonstrate carbon recovery for food/beverage market (34%) | Partial | 50% | 17% |
| Enable large-scale carbon capture with commercial manufacturing partnership and demonstration site (33%) | Partial | 67% | 22% |
| Aggregate Weighted Achievement | 56% |
Blended MIP achievement for FY2024 (75% operational, 25% strategic) = 80% of target; paid in FY2025.
Long-Term Incentives (executives): 50% PSUs based on Relative TSR vs Russell 2000; 50% time-based RSUs (3-year ratable vesting). Payouts capped at 200%, and at 100% if absolute TSR is negative; FY2022 PSUs certified at 52.665% of target.
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Northwest Hardwoods, Inc. | Director | No additional public company boards disclosed for Hilzinger |
Compensation Committee interlocks: None; no Item 404 relationships for any Comp Committee member in FY2024.
Expertise & Qualifications
- Audit Committee Financial Expert; high-level financial expertise (CFO experience), risk management and manufacturing exposure; ESG experience.
- Skills highlighted by the Company: executive leadership, financial expertise, risk oversight, manufacturing, ESG.
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Matthew F. Hilzinger | 9 | Options to purchase 9 shares currently exercisable; does not include 440 vested deferred common shares and 7,208 vested deferred stock units. |
- Shares outstanding as of record date (Feb 12, 2025): 21,143,772.
- Ownership %: ≈ 0.00004% (9 / 21,143,772) based on disclosed beneficial shares.
- Stock ownership guideline for non-employee directors: lesser of 3× annual cash retainer or ≥6,000 shares, with compliance expected by February 2030 (updated Feb 2025 to reflect reverse split); 100% of RSUs/DSUs (vested/unvested) count toward guidelines, while options do not.
- Anti-hedging and anti-pledging policy applies to directors.
- Directors can elect to defer retainers; DSUs count toward ownership guidelines.
Governance Assessment
- Board effectiveness: Hilzinger’s audit chair role and “financial expert” designation strengthen oversight of financial reporting, internal controls and enterprise risk (including cybersecurity and FRMP); active committee cadence in FY2024 supports engagement.
- Independence & attendance: Independent under Nasdaq rules; >75% attendance across Board/committee meetings; regular executive sessions sans management bolster independent oversight.
- Pay-for-performance oversight signal: 2024 say‑on‑pay support was ~48%, prompting meaningful changes (salary freeze for FY2025, reduced LTI targets, minimized discretion, peer group adjustments), indicating responsiveness to shareholder feedback (positive governance signal).
- Alignment & policies: Robust anti-hedging/anti-pledging and clawback policies; director ownership guidelines updated post-reverse split with clear path/time to compliance; DSUs and RSUs count toward guideline thresholds.
- Conflicts/related parties: No Compensation Committee interlocks or Item 404 relationships in FY2024; Audit Committee oversees related-party transactions; no specific related-party transactions disclosed for directors.
Overall: Strong audit leadership and risk oversight, credible independence/attendance, and visible responsiveness to investor pay concerns; ownership alignment is structured via guidelines and DSUs/RSUs counting rules, with anti-hedging/pledging and clawbacks reducing red‑flag risk.