Douglas G. Bailey
FUEL TECHAbout Douglas G. Bailey
Douglas G. Bailey, 74, has served on Fuel Tech’s Board since 1998 and is currently an independent director. He previously held executive roles at Fuel Tech, including Executive Chairman (2015–2017), President & CEO (2010–2015), Chairman (2010–2015), Deputy Chairman (2002–2009), and earlier employment (2004–2009). He leads American Bailey Corporation (private equity) as President (since 1984) and CEO (since 1996), and began his career as an engineer at Foster-Miller, Inc. and Corning, Inc. . The Board determined on March 6, 2025 that all non‑employee director nominees, including Mr. Bailey, satisfy NASDAQ independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fuel Tech, Inc. | Director (independent) | 1998–present | Nominating & Corporate Governance Chair; Audit, Compensation member |
| Fuel Tech, Inc. | Executive Chairman | Apr 2015–Sep 1, 2017 | Leadership during transition; Board oversight |
| Fuel Tech, Inc. | President & Chief Executive Officer | Apr 2010–Mar 2015 | Led strategy and operations |
| Fuel Tech, Inc. | Chairman of the Board | Jan 2010–Mar 2015 | Board leadership |
| Fuel Tech, Inc. | Deputy Chairman | 2002–Dec 2009 | Board leadership |
| Fuel Tech, Inc. | Employee | Jan 1, 2004–Dec 31, 2009 | Management experience inside FTEK |
| American Bailey Corporation | President; CEO | President since 1984; CEO since 1996 | Private equity leadership across industrial markets |
| Foster-Miller, Inc.; Corning, Inc. | Engineer; manufacturing and marketing roles | Early career | Technical and operational foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endocyte, Inc. (public; acquired by Novartis 2018) | Director | 2001–2013 | Chair, Compensation; Member, Nominating & Corporate Governance |
| Nemucore Medical Innovations, Inc. | Director; Chair, Compensation | 2013–present | Private company governance |
| Atlantis Components, Inc. | Director | Prior service | Audit committee member; Chair, Compensation |
| Great Northern Properties LP (corporate GP) | Director | 2013–present | Private owner of U.S. coal mineral rights/surface land |
| Pocahontas Royalties LLC | Director | 2020–present | Private owner of coal mineral rights |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Attendance and engagement (2024): Audit—7 meetings, Compensation—6, NCGC—4; each director attended all meetings (100% attendance) .
- Executive sessions (2024): Independent directors held five executive sessions alongside scheduled Board meetings; committee executive sessions—Audit 4, Compensation 4, NCGC 0 .
- Independence: Non‑employee director nominees (including Mr. Bailey) determined independent on March 6, 2025 .
- Board leadership: CEO and Chairman roles are combined (Vincent J. Arnone); the Board has not designated a Lead Independent Director since June 2022 due to smaller Board size and chairing of all committees by independents .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $50,000 | Non‑employee directors; paid in arrears |
| Committee chair fees | Audit $10,000; Compensation $7,500; NCGC $5,000 | Mr. Bailey chairs NCGC, implying an additional $5,000 |
| Meeting fees | None | No per‑meeting fees; $1,200 per day for additional service requested by Chairman |
| 2024 actual fees (Bailey) | $55,000 | Cash earned in 2024 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 6, 2024 | 15,000 | $15,975 | Vest on first anniversary of grant date |
| RSUs (annual director grant) | 2023 annual meeting | 15,000 | Not separately disclosed | Vest on first anniversary of grant date |
| Stock Options (fully vested) | Dec 7, 2017 | 44,000 (exercisable) | N/A | Exercise price $0.965; fully vested |
The director RSU program is time‑based (no performance metrics), reflecting alignment and retention rather than pay‑for‑performance mechanics for non‑employee directors .
Other Directorships & Interlocks
- Public company directorship: Endocyte, Inc. (public until acquisition) with leadership on Compensation and Nominating/Governance committees .
- Private company ties to coal/mineral rights: Great Northern Properties LP (corporate GP director since 2013) and Pocahontas Royalties LLC (director since 2020). Fuel Tech serves coal-fired power markets with emissions control solutions, making these affiliations noteworthy for potential industry adjacency, though no related‑party transactions are disclosed .
Expertise & Qualifications
- Senior and executive management capability across industrial markets via American Bailey Corporation/affiliates; prior CEO roles at ABC businesses .
- Board governance depth: chaired compensation committees; served on audit and nominating/governance committees across multiple companies .
- Technical/operational foundation from engineering and roles at Corning and Foster‑Miller .
- Perspective on coal/mineral rights sector via directorships, relevant to Fuel Tech’s customer base in power generation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Douglas G. Bailey | 1,877,161 | 6.1% | Includes 44,000 options exercisable within 60 days; excludes shares held by a family trust |
| Options included (Bailey) | 44,000 | — | Exercisable; grant 12/7/2017 at $0.965 |
| Shares outstanding (record date) | 30,769,258 | 100% | As of April 8, 2025 |
| Equity ownership guideline | Directors to own shares equal to one times annual cash retainer value by Apr 1, 2028 | — | Guideline (no penalties); monitored annually |
| Anti‑hedging/pledging policy | Prohibits pledging, hedging, short selling for directors/officers | — | Adopted 2023; Insider Trading Policy updated 2025 |
Governance Assessment
- Effectiveness and engagement: 100% committee attendance and active leadership as NCGC Chair support strong participation and oversight .
- Alignment: Significant personal ownership (1,877,161 shares; 6.1%) and time‑vested director RSUs indicate skin‑in‑the‑game, with anti‑hedging/pledging policies strengthening alignment .
- Independence safeguards: Board’s 2025 review affirmed Mr. Bailey’s independence despite prior executive roles, with all committees composed entirely of independent directors .
- Committee competence: Audit Committee chaired by an SEC‑defined financial expert (Zeitler) and robust committee charters; Compensation Committee uses consultant CODA Advisors and peer benchmarking (used in 2023, not in 2024), limiting ratcheting .
RED FLAGS / Watch items
- Concentrated ownership: Mr. Bailey’s 6.1% stake and a separate 13.8% position held by Bettye J. Bailey highlight concentrated insider/family ownership; monitor for influence on governance outcomes and related‑party considerations (no transactions disclosed) .
- Board structure: Combined CEO/Chairman and no Lead Independent Director since June 2022 may elevate governance risk; mitigated by independent committee chairs and executive sessions but still notable for investors focused on board independence .
- NCGC executive sessions: Zero committee executive sessions in 2024 could be interpreted as lower use of independent-only deliberation on nominations/governance; watch for future cadence .
Notes on Related Party Transactions and Policies
- Review/approval: Audit Committee reviews related‑party transactions; policy factors include fairness to Fuel Tech and arm’s‑length terms, and conflicted directors are recused .
- Disclosure: No specific related‑party transactions were disclosed for Mr. Bailey in the latest proxy .
Additional Context (Shareholder Signals)
- 2024 Say‑on‑Pay approval: Over 96% approval on June 6, 2024 suggests broad shareholder support for compensation programs, within which independent directors (including Mr. Bailey) provide oversight .
- Indemnification/D&O insurance: Standard Delaware indemnification and D&O coverage in place; annual premium $165,896 .
Director Compensation Detail (2024)
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Douglas G. Bailey | 55,000 | 15,975 | 70,975 |
Committee Workload and Attendance (2024)
| Committee | Chair | Members | Meetings | Attendance |
|---|---|---|---|---|
| Audit | Dennis L. Zeitler | Zeitler; Bailey; Jones | 7 | Each director attended all meetings |
| Compensation | Sharon L. Jones | Jones; Bailey; Zeitler | 6 | Each director attended all meetings |
| Nominating & Corporate Governance | Douglas G. Bailey | Bailey; Jones; Zeitler | 4 | Each director attended all meetings |
Executive Sessions (2024)
- Independent directors: Five executive sessions held alongside scheduled Board meetings .
- Committee executive sessions: Audit—4, Compensation—4, NCGC—0 .
Governance Policies (Selected)
- No Lead Independent Director since June 2022; rationale tied to small Board and independent committee chairs .
- CEO/Chairman combined; Board cites continuity and strategic insight as justification .
- Equity ownership guideline for directors and CEO by April 1, 2028 .
- Clawback policy (Nov 2, 2023) and comprehensive anti‑hedging/pledging restrictions (2023; Insider Trading Policy updated Feb 28, 2025) .
Overall, Mr. Bailey’s extensive leadership background, committee roles (including NCGC Chair), full attendance, and substantial equity ownership support board effectiveness and alignment; investors should monitor board independence optics given the combined CEO/Chairman role, lack of a Lead Independent Director, and concentrated insider/family ownership, even as policies and committee independence provide mitigants .