FuelCell Energy Inc: CFO transition and new CFO appointed

What happened

• FuelCell Energy Inc reported that Michael S. Bishop will end his service as executive vice president, chief financial officer and treasurer effective Oct 6, 2026 and, by mutual agreement, will continue as senior advisor to the chief executive officer from Oct 7, 2026 through Apr 6, 2027. The company reported that the board appointed Matthew Latino as executive vice president, chief financial officer and treasurer, effective Oct 7, 2026.

Key details

• Michael S. Bishop: Transition period from Oct 7, 2026 to Apr 6, 2027 with an annualized base salary of $461,591 paid in weekly installments during the transition; the board deemed his separation a termination without cause. At separation, he will receive a severance payment of $461,591 (paid over 12 months), accelerated vesting of 68,518 unvested time-vesting restricted stock units, eligibility to earn a pro rata portion of outstanding performance stock units, eligibility for fiscal year 2026 management incentive plan award, and up to 12 months of COBRA premium reimbursement, subject to conditions and a release of claims.
• Matthew Latino: Employment effective Oct 7, 2026 with an annual base salary of $460,000 and a target annual bonus for fiscal year 2027 equal to 70% of base salary. His target long-term incentive award for fiscal year 2027 is $1,000,000 (expected 50% performance share units with a three-year cliff vesting schedule and 50% time-vesting restricted stock units). He will receive a sign-on bonus of $120,000 (subject to repayment if he leaves voluntarily or is terminated for cause within 12 months) and a one-time restricted stock unit grant valued at $400,000 expected to be issued in Dec 2026 and vesting over two years.
• Latino termination protections: If terminated without cause or for good reason (other than in connection with a change in control), severance equals 12 months of base salary plus up to 12 months of COBRA premium reimbursement (if elected and not eligible under another employer plan); change-in-control termination entitles him to one year of base salary plus target annual bonus and acceleration of equity awards under certain conditions.

Why it may matter

• Item reported: Item 5.02 (departure of directors or certain officers), which covers officer departures, appointments and related transition and employment agreements. The filing describes the transition agreement for Mr. Bishop and the employment agreement for Mr. Latino, including compensation and severance terms. The filing does not show why the insider traded or why the company acted.