William E. Cummings, Jr.
FUEL TECHAbout William E. Cummings, Jr.
William E. Cummings, Jr., 68, is Senior Vice President, Sales at Fuel Tech (FTEK). He has led U.S. and Canada sales across APC and FUEL CHEM lines for decades, holding progressively senior roles since 1994 and serving as SVP, Sales since July 2016 . Company-level performance context: Fuel Tech’s TSR proxy measure was flat in 2024 (value of $100 investment = $100.00) after declines in 2022–2023, and net loss widened to ($1.943M) in 2024 (vs. ($1.538M) 2023, ($1.442M) 2022) . Education not disclosed in company filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fuel Tech, Inc. | Director, Eastern Region | 1994–Apr 1998 | Regional sales leadership in Eastern U.S. |
| Fuel Tech, Inc. | Director, Utility Sales | Apr 1998–Jun 2000 | Led utility sector sales |
| Fuel Tech, Inc. | VP, Air Pollution Control (APC) Sales | Jun 2000–Apr 2006 | Expanded APC sales organization |
| Fuel Tech, Inc. | Vice President, Sales | Apr 2006–Jan 2009 | Broadened responsibility for sales |
| Fuel Tech, Inc. | SVP, APC Sales | Jan 2009–Jul 2016 | Senior leadership over APC sales |
| Fuel Tech, Inc. | SVP, Sales | Jul 2016–Present | Senior executive overseeing sales for APC and FUEL CHEM |
External Roles
No external directorships or roles for Mr. Cummings are disclosed in the proxy; his biography lists only Fuel Tech roles .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % (CIP) | Notes |
|---|---|---|---|
| 2024 | 240,000 | N/A – compensated via sales commission plans, not CIP | Commission-based short-term pay replaces CIP participation |
| 2023 | 237,000 | N/A – commission plans |
Performance Compensation
Short-Term Incentives (Sales Commissions)
| Year | APC Officer & NSM Commission Plan ($) | FUEL CHEM Officer Commission Plan ($) | Total Commissions ($) |
|---|---|---|---|
| 2024 | 30,902 | 30,742 | 61,644 |
| 2023 | 93,791 | 31,277 | 125,018 (reported in SCT) |
- Plan mechanics: Commission is a specified percentage of contract value for APC U.S./Canada, and percentage of net revenue for FUEL CHEM U.S./Canada . 2025 commission plans were approved on Dec 12, 2024, indicating continuity .
Long-Term Incentives (RSUs)
Program structure: Executive Performance RSU Agreements include four components per year—Look-Back (subjective), Total Revenue, New Business Revenue, Operating Income—each with targeted RSU counts; performance RSUs (other than Look-Back) vest 12 months after grant determination, Look-Back vests in three equal annual installments .
| Performance Year | Metric | Weighting | Target (RSUs) | Actual (RSUs) | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Look-Back | Not disclosed | 12,500 | 6,250 | Committee qualitative assessment | 1/3 each year over 3 years |
| 2024 | Total Revenue | Not disclosed | 12,500 | 0 | Company did not meet targets | 100% 1 year after determination if granted |
| 2024 | New Business Revenue | Not disclosed | 12,500 | 0 | Company did not meet targets | 100% 1 year after determination if granted |
| 2024 | Operating Income | Not disclosed | 12,500 | 0 | Company did not meet targets | 100% 1 year after determination if granted |
Recent grants/vesting supply:
- Shares acquired on vesting in 2024: 22,651 RSUs; value realized $25,953 .
- March 2025: 6,250 Look-Back RSUs granted under 2025 Executive Performance RSU Agreement; vests in three installments over three years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 8, 2025) | 294,249 shares; <1% of outstanding |
| Unvested RSUs at 12/31/2024 | 9,400 units; market value $9,870 at $1.05/share |
| Unearned performance RSUs at 12/31/2024 | 50,000 target units; potential value $52,500 at $1.05/share |
| 2024 vesting realized | 22,651 RSUs vested; $25,953 value |
| 2025 RSU grant | 6,250 Look-Back RSUs; time-vest over 3 years |
| Pledging/hedging | Company policy prohibits pledging, hedging, and short selling by officers and directors |
| Ownership guidelines | Guidelines apply to CEO and non-employee directors; no guideline specified for SVP Sales |
Implication: anti-pledge policy mitigates forced-sale risk; modest multi-year vesting cadence (e.g., 6,250 Look-Back RSUs over 2025–2028) suggests limited ongoing selling pressure from scheduled vesting, absent additional awards .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment agreement | At-will; agreement effective Oct 31, 1998, includes invention assignment, confidentiality, non-compete covenants; no severance outside change-in-control |
| Change-in-control (CIC) severance | Double-trigger: if terminated without cause or resigns for good reason within 12 months after a CIC, lump sum = 12 months base salary plus up to 6 months COBRA reimbursement; RSU treatment per plan |
| Good Reason | Material diminution of duties, material pay cut, relocation >35 miles, or material breach by company |
| CIC economics (illustrative as of 12/31/2024) | Base salary $240,000; RSUs $83,052; Benefits $15,919; Total $339,971 |
| Clawback | Dodd-Frank compliant recovery policy for erroneously awarded incentive comp upon restatement (3-year lookback) |
| Insider trading | Insider trading policy (Feb 28, 2025) with blackout periods and prohibitions |
| Anti-hedging/pledging | Prohibits pledging, hedging, short selling by officers/directors |
Compensation Structure Analysis
- Shift to at-risk cash vs. financial plan bonuses: Cummings’ short-term pay is entirely commission-based (APC and FUEL CHEM plans) rather than CIP, tightly linking cash payouts to realized sales/revenue in targeted lines .
- Performance RSUs disciplined by outcomes: For 2024, company underperformed revenue, new business, and operating income targets—thus no performance RSUs were granted in these categories; only 50% of target Look-Back RSUs were awarded, reflecting committee discretion and pay-for-performance accountability .
- 2025 continuity: Commission plans renewed for 2025; Executive Performance RSU framework extended to 2025–2026 with defined revenue and operating income thresholds .
Governance, Peer Benchmarking, and Say-on-Pay
- 2024 say-on-pay approval exceeded 96%, indicating strong shareholder support for NEO pay programs .
- Benchmarking: Committee did not use peer benchmarking for 2024 (no material increases contemplated); 2023 peer set included small-cap industrial/clean-tech names for reference (informational use only) .
- Section 16 compliance: All 2024 reports timely except one director Form 4; no exception noted for Cummings .
Investment Implications
- Alignment: Cummings’ cash incentives are directly tied to APC and FUEL CHEM sales performance, a clear lever for top-line execution; lack of 2024 performance RSU grants in revenue/operating income underscores discipline and reduces dilution risk in a loss-making year .
- Overhang/selling pressure: 2024 vesting (22,651 shares) and 9,400 unvested RSUs at YE, plus 6,250 Look-Back RSUs granted in March 2025 with three-year vesting, indicate modest scheduled supply; anti-pledging policy further lowers forced-sale risk .
- Retention: Long tenure (since 1994; SVP Sales since 2016) with multi-year RSU vesting provides retention hooks; however, employment is at-will with no severance outside CIC, which places more weight on ongoing commissions and equity vesting for retention .
- CIC exposure: Double-trigger CIC protection is limited to ~1x salary plus benefits and equity value, capping potential payout ($339,971 illustrative as of 12/31/2024), which moderates change-in-control windfall risk .
- Macro pay-performance signal: Company-level TSR was flat in 2024 and net losses persisted; the absence of 2024 performance RSU grants in key metrics aligns with shareholder interests and reflects realistic performance hurdles .
Overall: For trading and compensation-sensitive signals, watch for quarterly APC and FUEL CHEM order momentum (driving commissions) and whether 2025–2026 revenue and operating income thresholds are met—both will directly influence Cummings’ realized pay and potential vesting cadence under the Executive Performance RSU Agreements .