Tyrone Michael Jordan
FUELCELL ENERGYAbout Tyrone Michael Jordan
Independent director at FuelCell Energy since 2024; age 62. Former President and COO of DURA Automotive Systems (2015–2019) with prior senior leadership in operations, engineering, and new vehicle technologies at General Motors and global operations/supply chain leadership in Aerospace Systems at United Technologies, including integration of Goodrich. Education: BS degrees from Eastern Michigan University (Pre-Law/Criminology) and Purdue University (Industrial Engineering Technology), MBA from University of Tennessee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DURA Automotive Systems | President & COO | 2015–2019 | Led strategic growth and operational initiatives across a global enterprise |
| General Motors | Global EVP Operations & Customer Experience, Engineering, New Vehicle Technologies | Not disclosed (more than two decades) | Senior executive roles across Brazil, Mexico, China; leadership in Korea, Argentina, Europe |
| United Technologies (Aerospace Systems) | Senior VP, Global Operations & Supply Chain | Not disclosed | Instrumental in global integration of Goodrich into UTC |
External Roles
| Company | Ticker | Role | Status |
|---|---|---|---|
| Oshkosh Corporation | OSK | Director | Current |
| Axalta Coating Systems | AXTA | Director | Current |
| TPI Composites | TPIC | Director | Current |
| Cooper Tire & Rubber Company | CTB | Director | Former |
| Trinity Industries | TRN | Director | Former |
Board Governance
- Independence: The Board determined seven of eight nominees, including Jordan, are independent under SEC/Nasdaq standards .
- Committee assignments: Compensation & Leadership Development Committee (member; Chair: Donna Sims Wilson) ; Nominating, Governance & Sustainability Committee (member; Chair: Natica von Althann) . Not on Audit or Executive Committees .
- Attendance: Board held 12 meetings in FY2024; each incumbent director attended >75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Chair of the Board (James H. England) separate from CEO (Jason Few) .
- Governance policies: Code of Ethics; Whistleblower; Insider Trading (anti-hedging, anti-pledging); Compensation Recovery (clawbacks) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Retainer (Director) | $50,000 | Paid in cash or shares at director’s election |
| Committee Membership Fees | $17,500 | $10,000 for first committee + $7,500 for additional committee; Jordan on two committees |
| Equity Award (RSUs or deferred stock) | $115,000 | Vests at earlier of one-year from grant or next annual meeting; new directors receive pro-rated initial grant |
| Total FY2024 Director Compensation | $182,500 | Sum of cash/fees and equity |
Additional details:
- Directors Deferred Compensation Plan allows elective deferral of retainers paid in cash or common stock .
- No meeting fees; simple, transparent structure with annual retainer, committee fees, and equity .
Performance Compensation
Non-employee director pay has no performance-conditional metrics; equity grants are time-based (RSUs/deferred stock), vesting after one year or at the next annual meeting . As a member of the Compensation & Leadership Development Committee, Jordan oversees executive incentive design and outcomes; FY2024 company metrics and results:
Fiscal Year 2024 Operational Milestones — Targets and Actual Results (Executives; informs governance oversight)
| Milestone (Weight) | Threshold | Target | Maximum | Actual | Company Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|
| Secure New Backlog (25%) | $250M | $300M | $400M | $248M | 0% | 0% |
| FY-end Unrestricted Cash (25%) | $250M | $300M | $400M | $257M | 56% | 14% |
| Adjusted EBITDA deviation from budget (25%) | (20%) | 0% | 20% | 0.4% | 101% | 25% |
| Total Reportable Injury Rate <1.6 (25%) | 2.60 | 1.60 | 1.00 | 1.04 | 194% | 49% |
| Aggregate Weighted Achievement | — | — | — | — | — | 88% |
Fiscal Year 2024 Strategic Enablers — Targets and Actual Results (Executives; informs governance oversight)
| Strategic Enabler (Weight) | Company Actual | % Target Achievement | Weighted Payout % |
|---|---|---|---|
| Expand solid oxide manufacturing; produce/install initial units (33%) | Partial | 50% | 17% |
| Demonstrate carbon recovery for food/beverage (34%) | Partial | 50% | 17% |
| Enable large-scale carbon capture (33%) | Partial | 67% | 22% |
| Aggregate Weighted Achievement | — | — | 56% |
Combined FY2024 MIP outcome: blended achievement 80% of target (operational 75% weight × 88% + strategic 25% × 56%) . LTI program: PSUs based on Relative TSR vs Russell 2000 with 0–200% payout, capped at 100% if absolute TSR negative; 50% RSUs vest over 3 years . 2022 PSU certified at 52.665% of target; vested Dec 10, 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Oshkosh (OSK), Axalta (AXTA), TPI Composites (TPIC) |
| Prior public boards | Cooper Tire (CTB), Trinity Industries (TRN) |
| Committee interlocks/conflicts | Compensation Committee members (including Jordan) had no relationships requiring disclosure under Item 404 of Regulation S‑K in FY2024 |
| Related-party transaction oversight | Audit, Finance & Risk Committee reviews and approves related person transactions >$120,000; framework described |
| Hedging/pledging | Prohibited for directors/officers/employees under Insider Trading Policy |
Expertise & Qualifications
- CEO/Executive leadership; corporate governance; manufacturing; strategy; people/compensation; global markets; technology; sales/marketing; M&A/capital markets; ESG experience .
- Financial literacy noted among skills .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Tyrone Michael Jordan | 0 | <1% | No options/RSUs vesting within 60 days included; table shows “–” (less than 1%) |
Stock ownership alignment
- Ownership guidelines (updated Feb 2025): Non-employee independent directors must hold the lesser of 3× annual cash retainer or at least 6,000 shares; directors have five years from guideline change to comply (February 2030) .
- Counting rules: 100% of restricted stock/RSUs (vested/unvested), DSUs, ESPP shares count; PSUs and unexercised options do not count; must retain ≥50% of shares from awards until guideline met .
- Anti-hedging/anti-pledging: Hedging and pledging of Company securities prohibited .
Governance Assessment
- Strengths: Independent director with deep operations/manufacturing experience and global scale; active roles on Compensation and Nominating/Governance committees; strong governance infrastructure (clawbacks, anti-hedging/pledging, independent chair) and robust committee charters and risk oversight .
- Engagement/attendance: >75% meeting attendance and participation at 2024 Annual Meeting; regular executive sessions of independent directors .
- Director pay structure: Simple mix (cash retainer + committee fees + time-based equity) with ability to take retainers in stock; no options or performance-conditional director pay; initial/new director grant applied and vests within ~one year, aligning but not performance-conditioned .
- Investor sentiment risk: 2024 say‑on‑pay support ~48% prompted program changes (salary freeze for FY2025, reduced LTI targets, minimized discretion); indicates responsiveness but highlights prior concerns; Jordan’s Compensation Committee role ties him to oversight of these adjustments .
- Alignment watchpoint: As of Feb 12, 2025, Jordan held 0 beneficial shares; while guidelines allow until Feb 2030 to comply, current low ownership is a potential signal to monitor for alignment; anti-pledging/hedging reduces risk .
- Conflicts: No related-person transactions disclosed for Compensation Committee members; Insider Trading Policy bans hedging/pledging; Audit committee reviews related-party transactions, lowering conflict risk .