FUEL TECH, INC. 8-K

What Happened
Fuel Tech, Inc. announced on March 24, 2026 that its Compensation Committee approved restricted stock unit (RSU) awards under the company’s 2025 Executive Performance RSU Agreement and adopted two new 2026 cash-incentive programs: the 2026 Corporate Incentive Plan (CIP) and the 2026 Current Objectives Plan (COP). Under the 2025 Agreement the Committee awarded only Look-Back RSUs and determined no Total Revenue, New Business Growth or Operating Income Growth RSUs would be paid for the 2025 performance period. Executives awarded Look-Back RSUs: Vincent J. Arnone (CEO) — target 41,700; awarded 20,850; Ellen T. Albrecht (CFO/Treasurer) — target 16,700; awarded 8,350; William E. Cummings, Jr. (SVP Sales) — target 12,500; awarded 6,250.

Key Details

• Date of action: March 24, 2026 (8-K filed March 27, 2026).
• 2026 CIP: Payouts tied to Operating Income (before incentive pay); minimum threshold $250,000 in Operating Income to trigger any payout; if threshold met, 25% of Operating Income funds the Incentive Pool; aggregate Incentive Pool capped at $3.0 million.
• Executive targets in CIP: CEO Arnone target bonus factor 50%; CFO Albrecht target 30%; achievement percentage for the CEO, CFO and any Vice President is automatically 100%.
• 2026 COP: Company-wide set of deliverables; total bonus pool capped at $650,000 and is funded only if all specified objectives are completed on schedule (three business-development items at $66,666 each, plus $150,000 each for Business Growth, Investment in Human Capital, and Operational Execution Excellence).

Why It Matters
These actions clarify how Fuel Tech will compensate executives and employees in 2026 and link payouts to measurable company performance. The CIP ties cash bonuses directly to Operating Income with a meaningful minimum threshold and a $3M cap, limiting the company’s potential cash exposure while incentivizing profitability. The COP requires full completion of specified corporate objectives before any of the $650,000 pool is funded, emphasizing pay-for-performance. The partial RSU awards for 2025 (roughly half of targets for the named executives) indicate limited achievement under the 2025 performance metrics and result in equity-based compensation that may lead to share issuance under the plan terms.