Sharon L. Jones
FUEL TECHAbout Sharon L. Jones
Sharon L. Jones, 65, is an independent director of Fuel Tech, Inc. (FTEK), serving since her election to the Board in March 2018; she chairs the Compensation Committee and sits on the Audit and Nominating & Corporate Governance Committees, with an engineering and operations background spanning Alliant Techsystems and Orbital ATK, and early-career research at Dow Chemical . She holds an MBA from the University of St. Thomas and a BS in chemistry plus an MS in analytical chemistry from the South Dakota School of Mines and Technology . The Board reaffirmed her independence in its 2025 annual review on March 6, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orbital ATK | Aircraft Protection Vice President and Site Lead | 2014–2015 | Senior leadership in aerospace; site-level management |
| Alliant Techsystems, Inc. | Technology Vice President | 2010–2013 | Led technology strategy for Fortune 500 aerospace/munitions leader |
| Alliant Techsystems, Inc. | Manufacturing Director | 2005–2010 | Oversaw manufacturing operations |
| Alliant Techsystems, Inc. | Environmental, Safety & Security Director | 2002–2005 | Implemented EHS and security programs |
| Alliant Techsystems, Inc. | Program Director | 1998–2001 | Program management |
| Alliant Techsystems, Inc. | Engineering/Quality/Safety Mgmt | 1985–1989 | Early management in engineering/quality/safety |
| Dow Chemical Company | Research Chemist | Began 1982 | Scientific research foundation |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Mallard Creek Polymers, LLC (private) | Board Director | 2020–present | Chair, Compensation; Member, Manufacturing Excellence & Safety |
| Anoka Technical College Foundation (non-profit) | Board Director; served as VP and President | Not disclosed | Foundation governance/education support |
Board Governance
- Committee assignments: Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member) .
- Independence: Determined independent by NASDAQ standards (annual review Mar 6, 2025); all committee members are independent .
- Attendance: Each director attended all Audit (7), Compensation (6), and Nominating & Corporate Governance (4) committee meetings in 2024 .
- Executive sessions: Independent directors held five executive sessions in connection with Board meetings in 2024; Audit held 4, Compensation 4, NCGC 0 .
- Lead Independent Director: Board has not filled the role since June 2022 due to smaller Board size and chair coverage; will revisit as needed .
- Board leadership: CEO also serves as Chairman (Vincent J. Arnone) based on Board’s assessment of continuity and strategic oversight .
Shareholder Voting Support (Director Election and Say-on-Pay)
| Item | 2024 | 2025 |
|---|---|---|
| Election of Sharon L. Jones – For | 11,881,321 | 13,842,541 |
| Election of Sharon L. Jones – Withheld | 1,481,211 | 576,783 |
| Say-on-Pay – For | 12,714,159 | 13,458,829 |
| Say-on-Pay – Against | 506,653 | 746,185 |
| Say-on-Pay – Abstain | 141,720 | 214,310 |
| Broker Non-Votes (Say-on-Pay) | 6,019,168 | 6,279,410 |
Over 96% support on say‑on‑pay at the June 6, 2024 meeting per the proxy’s discussion of shareholder feedback .
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee directors; payable in arrears |
| Committee Chair fees | Audit: $10,000; Compensation: $7,500; NCGC: $5,000 | Jones chairs Compensation → $7,500 |
| Meeting fees | None; $1,200/day for additional service requested by Chairman | Not routine; as-needed |
| 2024 cash fees (actual) – Jones | $57,500 | $50,000 retainer + $7,500 Comp Chair |
Performance Compensation
| Equity Award | Grant Date | Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU (Jones) | June 6, 2024 | 15,000 RSUs | $15,975 | Vests on first anniversary of grant date |
At the 2023 and 2024 annual meetings, each non-employee director was awarded 15,000 RSUs; RSUs vest after one year (time-based, not performance-based) .
Performance Metrics (Directors)
| Metric Type | Metric | Target | Outcome |
|---|---|---|---|
| Director equity metrics | None disclosed (time-based RSUs) | N/A | Time vesting only; no revenue/TSR/ESG metrics for directors |
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlock/Conflict with FTEK? |
|---|---|---|---|
| Mallard Creek Polymers, LLC | No (private) | Board Director; Comp Chair; Mfg/Safety member | None disclosed |
| Anoka Technical College Foundation | No (non-profit) | Director; served as VP/President | None disclosed |
No other public company directorships for Jones are disclosed; no related-party transactions involving Jones are reported .
Expertise & Qualifications
- Strategic planning, change management, and product life-cycle extension; manufacturing and safety program implementation; senior technology leadership in aerospace/munitions; chemical research background .
- Credentials: MBA; BS chemistry; MS analytical chemistry .
- Committee leadership: Compensation Committee Chair with responsibilities spanning executive pay, succession planning, stock ownership guidelines, and consultant oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Options (Exercisable) | Notes |
|---|---|---|---|---|
| Sharon L. Jones | 111,600 | <1% (less than 1%) | None | Beneficial ownership as of April 8, 2025; director options table shows none for Jones |
Ownership guidelines: by April 1, 2028, non-employee directors should target ownership equal to one times the annual cash retainer; policy monitored annually, guideline without penalties .
Anti-hedging/anti‑pledging policy: directors and officers prohibited from pledging, hedging, short selling, and speculative transactions in company stock .
Insider Trading / Section 16 Compliance
| Item | Detail |
|---|---|
| Late Section 16 filing | One Form 4 for Ms. Jones was filed late (due Aug 14, 2024; filed Aug 21, 2024) |
Governance Assessment
- Strengths: Independent director with meaningful engineering/manufacturing experience; active committee leadership (Compensation Chair) with full attendance; independent committee composition; robust anti‑hedging/anti‑pledging and clawback policies; clear RSU grant practices; strong shareholder support on director elections and say‑on‑pay .
- Alignment: Annual cash retainer plus modest time‑vested RSUs; equity ownership guideline in place for directors; Jones beneficially owns 111,600 shares, supporting skin‑in‑the‑game, though percentage is <1% given total shares outstanding .
- Watch items / RED FLAGS:
- Late Section 16 Form 4 filing (minor compliance lapse) .
- Combined CEO/Chair structure without a Lead Independent Director since June 2022; Board cites small size and chair coverage, but investors may scrutinize independence of board leadership in contentious situations .
- Compensation Committee includes Bailey, a former CEO (2010–2015); committee remains independent, and proxy notes no interlocks, but prior executive leadership on comp committee warrants ongoing attention to independence optics .
- Related-party exposure: Audit Committee oversees related-party transactions with a defined review standard; no transactions involving Jones are disclosed .
Compensation Committee Analysis (structure and process)
- Committee responsibilities include CEO/NEO pay approval, succession planning, stock ownership guidelines, LTIP administration, and consultant engagement .
- Use of consultants: CODA Advisors engaged historically; peer group benchmarking used in 2023 for NEOs, not used in 2024; committee retains full discretion to avoid ratcheting effects .
- Say-on-pay outcomes indicate investor endorsement of the compensation framework (>96% support in 2024; strong support again in 2025 per vote counts) .
Director Compensation (2024 detail)
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Sharon L. Jones | 57,500 | 15,975 | 73,475 |
Program terms: Annual cash retainer $50,000; Chair fees Audit $10,000 / Compensation $7,500 / NCGC $5,000; annual RSU grants of 15,000 units (time-based vesting after one year) .
Related Party Transactions and Policies
- Review standard: Audit Committee evaluates fairness, alignment with Fuel Tech’s interests, and arm’s-length terms; interested directors excluded from approvals .
- No specific related-party transactions involving Jones disclosed in the proxy .
SAY-ON-PAY & Shareholder Feedback
- 2024: Over 96% approval; committee viewed outcome as supportive and made no material changes solely due to feedback .
- 2025 vote counts: For 13,458,829; Against 746,185; Abstain 214,310; Broker Non‑Votes 6,279,410 .
Stock Ownership Guidelines and Clawbacks
- Ownership guidelines: Non‑employee directors to reach ownership equal to one times cash retainer by April 1, 2028; annual review; no penalties specified .
- Clawback: Recovery of erroneously awarded incentive compensation upon restatement; applies to officers (NEO and non‑NEO), with specified methods for stock price/TSR-linked awards and limited impracticability exceptions .