Fuel Tech, Inc. CEO Resigns; Ramesh Nuggihalli Named CEO

What Happened

• Fuel Tech, Inc. announced that Vincent J. Arnone notified the company on July 31, 2026 that he will retire as Chief Executive Officer and President effective August 10, 2026. Mr. Arnone will remain on the Board of Directors and will continue as an employee through September 15, 2026 to assist the leadership transition.
• The Board appointed Ramesh Nuggihalli as Chief Executive Officer and President, effective August 10, 2026. Mr. Nuggihalli’s appointment follows a months-long executive search. His background includes senior roles at CECO Environmental, Xylem Asia, Pentair Middle East and prior leadership positions at Tyco, AMETEK, GE (Power), Babcock & Wilcox and SNC‑Lavalin.

Key Details

• Employment and grant documents dated July 31, 2026: Employment Agreement, Restricted Stock Unit (RSU) Agreement, and Change of Control Severance Agreement.
• Compensation highlights: initial base salary $440,000; target short-term incentive (from FY2027) = 75% of base (0%–130% range based on performance); target long-term incentive (from FY2027) = 100% of base; $2,500/month housing allowance; five weeks paid vacation.
• Equity grant: one-time award of 300,000 RSUs effective Aug 10, 2026, vesting in three equal annual installments of 100,000 RSUs subject to continued service.
• Severance / change-of-control terms: outside a change of control, termination without Cause or for Good Reason in the first 36 months yields 12 months salary continuation, certain accelerated vesting for near-term RSUs, pro‑rated bonus and up to 12 months COBRA (subject to release). Within 12 months after a change of control, termination without Cause or for Good Reason (or death/disability) yields 12 months salary, 100% vesting of the 300,000 RSUs, pro‑rated bonus and up to six months COBRA; alternatively, under certain sale conditions he may elect a Transaction Completion Bonus = 0.5% of Total Enterprise Value (capped at 3x base salary) if per‑share consideration ≥ $4.00.

Why It Matters

• Executive change: A new CEO can affect company strategy, operations and investor sentiment; Fuel Tech has documented the leadership transition and a multi-year incentive structure to align the new CEO with performance goals.
• Compensation and equity: The 300,000 RSU award and severance/change-of-control provisions could affect future share dilution and expense recognition; the Transaction Completion Bonus provision could create a meaningful payout in the event of a qualifying sale.
• Transition risk mitigated: Mr. Arnone’s continued Board service and temporary employment through Sept 15, 2026 provide a defined transition period to support continuity while the new CEO assumes duties.