Dennis L. Zeitler
FUEL TECHAbout Dennis L. Zeitler
Dennis L. Zeitler, age 76, is an independent director of Fuel Tech, Inc. (FTEK) serving since 2013; he chairs the Audit Committee and sits on the Compensation and Nominating & Corporate Governance Committees . He is a seasoned former public-company CFO at MSA Safety, with extensive global finance, treasury, pricing strategy, and business development experience; the Board designates him as its Audit Committee “financial expert” . The Board reaffirmed his independence in its annual review on March 6, 2025 (and March 25, 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSA Safety, Inc. | Senior Vice President & Special Advisor | Sep 4, 2013 – Jan 1, 2014 | Advisory role following CFO tenure |
| MSA Safety, Inc. | SVP, CFO & Treasurer | 2007 – Sep 2013 | Led global finance; also led Global Pricing Strategy and Business Development teams |
| MSA Safety, Inc. | VP & Treasurer | 2000 – 2007 | Treasury leadership during global expansion |
| MSA Safety, Inc. | Treasurer; Assistant Treasurer; Manager, Financial Services | 1989 – 1998 | Progressive finance roles supporting global growth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed for Mr. Zeitler |
Board Governance
- Board and committee membership: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member); Board size: four directors; all committees composed solely of independent directors .
- Independence: Board determined all non-employee director nominees, including Mr. Zeitler, are independent (2025 and 2024 reviews) .
- Attendance and engagement: In 2024 the Audit Committee met seven times, Compensation six, and Nominating & Corporate Governance four; each director attended all meetings. Independent directors held five executive sessions tied to Board meetings; committees held Audit—four, Compensation—four, NCG—zero executive sessions . In 2023, Audit—eight, Compensation—nine, NCG—five; attendance was 100% .
- Lead independent director: Role unfilled since June 2022 due to small board size and all three non-employee directors chairing committees; Board revisits as needed .
- Audit oversight: Audit Committee responsibilities include auditor appointment, financial reporting oversight, risk, cybersecurity, related-party review, and QLCC duties; 2025 charter review found no changes needed. The 2024/2025 Audit Committee report is signed by Mr. Zeitler as Chair .
Fixed Compensation
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $50,000 per year |
| Committee Chair annual fees | Audit Chair $10,000; Compensation Chair $7,500; Nominating & Corporate Governance Chair $5,000 |
| Meeting fees | None; $1,200 per day for additional requested service |
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | $58,750 | $60,000 |
| Stock Awards ($) | $20,829 | $15,975 |
| Total ($) | $79,579 | $75,975 |
Notes:
- Directors received 15,000 RSUs at the 2023 and 2024 annual meetings, vesting on the first anniversary of award date .
Performance Compensation
| Year | Grant Date | RSUs Awarded | Vesting | Stock Award Fair Value ($) |
|---|---|---|---|---|
| 2023 | Jun 8, 2023 | 15,000 | 100% on first anniversary | $20,829 |
| 2024 | Jun 6, 2024 | 15,000 | 100% on first anniversary | $15,975 |
- Director RSUs are time-based and not tied to performance metrics; awards are made under the company’s long-term incentive plan and are subject to the company’s clawback policy adopted Nov 2, 2023 and the 2024 Incentive Plan’s recovery provisions .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Noted |
|---|---|---|---|
| Not disclosed | — | — | None disclosed in proxy |
Expertise & Qualifications
- Designated Audit Committee “financial expert” under Reg S-K 407(d)(5)(ii), with NASDAQ financial sophistication; deep CFO, treasury, global pricing, and business development experience in a public company context .
- Risk oversight: Audit Committee purview includes financial reporting integrity, auditor independence/quality control, related-party transactions, cybersecurity, and QLCC responsibilities .
- Corporate governance: Active participation across Compensation and Nominating & Corporate Governance Committees with full attendance .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 122,127 | 92,627 |
| Ownership % of Shares Outstanding | <1% | Not indicated in table |
| Options Outstanding (Exercisable) | 13,500 @ $5.22 (5/23/2014); 21,000 @ $2.44 (5/22/2015) | 21,000 @ $2.44 (5/22/2015) |
Policy safeguards:
- Anti-hedging/pledging: Directors/officers prohibited from pledging, hedging, short selling; insider trading policy adopted Feb 28, 2025 .
- Ownership guideline: By April 1, 2028, non-employee directors target ownership equal to 1x annual cash retainer; progress reviewed annually; no penalties specified .
Governance Assessment
Positives
- Independent, financially sophisticated Audit Chair with “financial expert” designation; 100% committee attendance and active executive sessions signal high engagement .
- Clear oversight of related-party transactions and conflicts through Audit Committee; no related-party transactions involving Mr. Zeitler disclosed in the proxy .
- Strong shareholder-alignment policies: anti-hedging/pledging, clawback, and time-based director equity; high say-on-pay support (96% approval on June 6, 2024) indicates investor confidence in compensation governance .
Potential concerns and monitoring
- Combined CEO/Chair role with no Lead Independent Director since June 2022; while rationale is small board size and committee chairs’ roles, investors often prefer separation or a robust lead independent function .
- Decline in Mr. Zeitler’s reported beneficial ownership from 122,127 (2024) to 92,627 (2025); while still modest relative to shares outstanding, monitor equity alignment versus the 2028 ownership guideline .
- Small board (four directors) concentrates oversight; continued vigilance on committee workloads and executive session frequency is warranted .
RED FLAGS to watch: Persistent absence of a Lead Independent Director alongside a combined CEO/Chair structure; ensure robust executive session cadence and clear independent agenda-setting to mitigate governance risk .
Signals of confidence: Audit Committee quality and independence, codified clawback/anti-hedging, and strong say-on-pay support; Zeitler’s financial expertise and chair role strengthen oversight of reporting and controls .