On recommendation of the Nominating and Corporate Governance Committee of Fuel Tech, Inc. (Fuel Tech), the Fuel Tech Board of Directors (Board) voted on March 8, 2018 (and with effect on March 15, 2018) to increase the size of the Board from five to six directors, and to elect Sharon L. Jones as an independent director to fill Fuel Tech’s open directorship. On March 9, 2018, Fuel Tech issued a press release announcing the then appointment of Ms. Jones to its Board, a copy of which is attached as Exhibit99.1 to this Form 8-K.

Ms. Jones served as Aircraft Protection Vice President and Site Lead (2014-2015) for Orbital ATK, which designs, builds and delivers space, defense, and aviation-related systems to a global client base. Prior to Orbital ATK’s 2014 merger with Alliant Techsystems, Inc. (“Alliant”), a Fortune 500 aerospace and munitions leader, Ms. Jones held a variety of senior leadership positions at Alliant, including Technology Vice President (2010-2013), Manufacturing Director (2005-2010), Environmental, Safety and Security Director (2002-2005), Program Director (1998-2001), and engineering, quality assurance, and employee safety and security (1985-1997). Ms. Jones began her career as a research chemist at Dow Chemical Company in 1982.

Ms. Jones’s election was not to any arrangement or understanding with any person. There are no related party transactions between Ms. Jones and Fuel Tech. As a member of Fuel Tech’s Board of Directors (Director), Ms. Jones, a non-employee Director, will participate in Fuel Tech’s compensation arrangements for each non-employee Director, which is an annual retainer of $40,000 for Board service, payable in arrears; and $1,200 for a day of service as a Director at the request of the Chairman. In addition, under the Fuel Tech, Inc. 2014 Long-Term Incentive Plan, currently for each non-employee Director there is: (a) a target annual equity award dollar value amount of $30,000, and (b) as of the first business day following each annual meeting of stockholders, an annual equity award to each then incumbent non-employee Director by the Board in the form of either: (i) restricted stock units (RSU), with all such RSUs awarded vesting upon the earlier of the first anniversary of the award date or the day prior to the first regularly-scheduled annual meeting of the Company’s stockholders following the award date except that the RSUs shall be fully vested upon a change-in-control, or (ii) a non-qualified stock option grant of Fuel Tech Common Stock for a term of 10 years, vesting immediately. Also, under Fuel Tech’s Deferred Compensation Plan for Directors, as a non-employee Director, Ms. Jones is entitled to elect to defer Director fees in either cash with interest or share equivalent “Units” until fixed dates, including the date of retirement from the Board, when the deferred amounts will be distributed either in Fuel Tech common stock or in cash in a lump sum or over a period of five years as elected by the Director.

FUEL TECH, INC. Exhibit
EX-99.1 2 sharonjonespressrelease.htm EXHIBIT 99.1 Exhibit CONTACT:     Jim Pach                        Devin SullivanPrincipal Financial Officer                Senior Vice President(630) 845-4500                        The Equity Group Inc.(212) 836-9608        FOR IMMEDIATE RELEASEFUEL TECH NAMES SHARON L. JONES TO BOARD OF DIRECTORS WARRENVILLE,…
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About FUEL TECH, INC. (NASDAQ:FTEK)

Fuel Tech, Inc. is a technology company. The Company is engaged in the development, commercialization and application of technologies for air pollution control, process optimization, combustion efficiency and engineering services. It operates through three segments: Air Pollution Control technology, FUEL CHEM technology and Fuel Conversion. The Air Pollution Control technology segment includes technologies to manage nitrogen oxides (NOx) emissions in flue gas from boilers, incinerators, furnaces and other stationary combustion sources. The FUEL CHEM technology segment uses chemical processes in combination with computational fluid dynamics (CFD) and chemical kinetics modeling (CKM) boiler modeling, for the control of slagging, fouling, corrosion, opacity and other sulfur trioxide-related issues in furnaces and boilers through the addition of chemicals into the furnace. The Fuel Conversion segment represents the CARBONITE fuel conversion process and technology.