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Fuel Tech (NASDAQ: FTEK) names Ramesh Nuggihalli CEO with 300,000 RSUs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fuel Tech, Inc. announced that Chief Executive Officer and President Vincent J. Arnone has decided to retire and will resign from his executive roles effective August 10, 2026, while continuing as a director and remaining an employee through September 15, 2026 to support transition. His retirement is stated not to result from any disagreement with the company or its board.

The board appointed Ramesh Nuggihalli as Chief Executive Officer and President effective August 10, 2026, following a months-long search. His Employment Agreement provides an initial annual base salary of $440,000, target short‑term incentive of 75% of base salary from fiscal 2027, and a long‑term incentive target equal to 100% of base salary. He will receive a $2,500 monthly housing allowance and an initial grant of 300,000 RSUs vesting in three annual installments of 100,000 each. For certain terminations without Cause or for Good Reason in his first 36 months, he would receive 12 months of salary continuation, partial RSU vesting, prorated incentives, and up to 12 months of COBRA. Following a Change of Control and qualifying termination, he would receive 12 months of salary, full vesting of the initial 300,000 RSUs, prorated bonus, and COBRA reimbursements. In lieu of severance, he may elect a Transaction Completion Bonus equal to 0.5% of Total Enterprise Value, capped at 3× base salary, if common shareholders receive at least $4.00 per share.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary $440,000 Initial annualized base salary for CEO and President Ramesh Nuggihalli
Target short-term incentive 75% of base salary Target annual bonus opportunity from fiscal year 2027 under the Corporate Incentive Plan
Long-term incentive target 100% of base salary Target grant-date fair value of executive long-term incentive awards beginning in fiscal 2027
Monthly housing allowance $2,500 Monthly allowance for local corporate housing near corporate headquarters
Initial RSU grant 300,000 RSUs One-time award to Ramesh Nuggihalli effective August 10, 2026 under the 2024 Long-Term Incentive Plan
Transaction Completion Bonus rate 0.5% of Total Enterprise Value Elective bonus in lieu of severance if per-share consideration is at least $4.00
Transaction Completion Bonus cap 3 times base salary Maximum payout limit for the CEO’s Transaction Completion Bonus
Change-of-control RSU vesting 100% of 300,000 RSUs Immediate vesting of initial RSU grant upon qualifying post-Change-of-Control termination
Restricted Stock Units financial
"was granted a one-time award of 300,000 Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Change of Control financial
"if within 12 months following a Change of Control, Mr. Nuggihalli’s employment"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
COBRA financial
"up to 12 months of Company-subsidized COBRA coverage"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
Total Enterprise Value financial
"Transaction Completion Bonus equal to 0.5% of Total Enterprise Value"
Transaction Completion Bonus financial
"may elect to receive a Transaction Completion Bonus equal to 0.5%"
Good Reason regulatory
"terminated by the Company without “Cause” or by Mr. Nuggihalli for “Good Reason”"

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FAQ

What executive leadership changes did Fuel Tech (FTEK) report?
Fuel Tech reported that Vincent J. Arnone will retire and resign as Chief Executive Officer and President effective August 10, 2026. The board appointed Ramesh Nuggihalli as the new Chief Executive Officer and President, also effective August 10, 2026.

When is Vincent Arnone stepping down at Fuel Tech (FTEK), and will he remain involved?
Vincent J. Arnone will resign as CEO and President on August 10, 2026. He will continue as a member of the Board of Directors and remain an employee through September 15, 2026 to assist the incoming CEO, with no disagreement cited.

What is new CEO Ramesh Nuggihalli’s compensation package at Fuel Tech (FTEK)?
Ramesh Nuggihalli’s Employment Agreement provides an initial base salary of $440,000, a target annual bonus of 75% of base salary from fiscal 2027, and a long‑term incentive target equal to 100% of base salary, plus a $2,500 monthly housing allowance and standard executive benefits.

How many RSUs did Fuel Tech (FTEK) grant to new CEO Ramesh Nuggihalli and how do they vest?
Fuel Tech granted Ramesh Nuggihalli a one‑time award of 300,000 Restricted Stock Units (RSUs) under its 2024 Long‑Term Incentive Plan. These RSUs vest in three equal annual installments of 100,000 RSUs on each of the first three anniversaries of his August 10, 2026 start date, subject to continued service.

What severance protections does Fuel Tech (FTEK) provide its new CEO outside a change of control?
If, in his first 36 months, Fuel Tech terminates Ramesh Nuggihalli without Cause or he resigns for Good Reason outside a Change of Control, he is entitled to 12 months of base salary continuation, accelerated vesting of RSUs due within 12 months, prorated incentives, and up to 12 months of COBRA subsidies.

How does Fuel Tech (FTEK)’s Change of Control Severance Agreement protect its new CEO?
Within 12 months after a Change of Control, if Ramesh Nuggihalli is terminated without Cause, for Good Reason, or due to death or Disability, he receives a lump‑sum payment of 12 months base salary, 100% vesting of the initial 300,000 RSUs, a prorated bonus, and up to six months COBRA reimbursements.

What is the Transaction Completion Bonus for Fuel Tech (FTEK)’s new CEO?
Instead of severance, Ramesh Nuggihalli may elect a Transaction Completion Bonus equal to 0.5% of Total Enterprise Value, capped at three times base salary, if a transaction delivers at least $4.00 per share in consideration to common stockholders following a qualifying Change of Control transaction.
false 0000846913 0000846913 2026-07-31 2026-07-31
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) July 31, 2026
 
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-33059
20-5657551
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL60555-1617
630-845-4500
 
(Address and telephone number of principal executive offices)
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FTEK
NASDAQ Capital Market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Emerging growth company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b) Resignation of Chief Executive Officer and President
 
Effective as of July 31, 2026 , Vincent J. Arnone notified Fuel Tech, Inc. (the “Company”) of his decision to retire and resign from his positions as Chief Executive Officer and President of the Company, effective August 10, 2026. Mr. Arnone will continue to serve as a member of the Company's Board of Directors . Mr. Arnone’s decision to retire from his executive positions is not the result of any disagreement with the Company, its management, or the Board of Directors on any matter relating to the Company’s operations, policies, or practices.
 
To ensure a seamless executive transition, Mr. Arnone will remain with the Company as an employee until September 15, 2026 to enable a transition period to assist the Company’s incoming Chief Executive Officer, following the August 10, 2026 resignation date.
 
(c) Appointment of Certain Officers
 
On July 31, 2026, the Board of Directors (the “Board”) of the Company appointed Ramesh Nuggihalli as Chief Executive Officer and President of the Company, effective August 10, 2026. Mr. Nuggihalli's selection was the result of a thorough, months-long executive search process conducted by the Board, which involved the evaluation and interviewing of multiple qualified candidates.
 
Prior to joining Fuel Tech, Mr. Nuggihalli served as President and Chief Operating Officer of CECO Environmental, where he led the global business units. Earlier, he was Managing Director of Xylem Asia, based in Singapore, where he led the company's water business across Asia. Before joining Xylem, he served as Managing Director of Pentair Middle East, based in Dubai, where he led the company's energy and water businesses across the region. Earlier in his career, he held executive leadership roles with Tyco, AMETEK, General Electric (Power Division), Babcock & Wilcox, and SNC-Lavalin.

Mr. Nuggihalli holds a bachelor’s degree in engineering from the University of Mysore, a Master of Engineering from McGill University, a Master of Business Administration from Wilfrid Laurier University, and a Master of Philosophy from the University of Pennsylvania. He serves on the boards of two nonprofit organizations – Chester County Food Bank and Chester County Futures.

There are no family relationships between Mr. Nuggihalli and any director or executive officer of the Company, and Mr. Nuggihalli has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
 
(e) Compensatory Arrangements of Certain Officers
In connection with his appointment, the Company entered into an Employment Agreement, a Restricted Stock Unit Agreement, and a Change of Control Severance Agreement with Mr. Nuggihalli, each dated July 31, 2026.
 
Employment Agreement: Under the terms of his Employment Agreement, Mr. Nuggihalli will receive an initial annualized base salary of $440,000. Beginning in fiscal year 2027, he will be eligible to participate in the Company’s Corporate Incentive Plan with a target short-term incentive opportunity of 75% of base salary (ranging from 0% to 130% based on financial performance metrics established by the Board). Beginning in fiscal year 2027, Mr. Nuggihalli will also be eligible to participate in the Company’s executive long-term incentive plan with a target grant-date fair value equal to 100% of base salary. Additionally, Mr. Nuggihalli will receive a monthly housing allowance of $2,500 to cover local corporate housing near corporate headquarters, five weeks of annual vacation, and standard executive health, welfare, and retirement benefits.
 
Initial RSU Grant: Pursuant to the Employment Agreement and a Restricted Stock Unit Agreement, effective as of his start date on August 10, 2026, Mr. Nuggihalli was granted a one-time award of 300,000 Restricted Stock Units (“RSUs”) under the Fuel Tech, Inc. 2024 Long-Term Incentive Plan. The RSUs vest in three equal annual installments of 100,000 RSUs on each of the first three anniversaries of the grant date, subject to continued service.
 
 
Severance & Change of Control: Under the Employment Agreement, if Mr. Nuggihalli’s employment is terminated by the Company without “Cause” or by Mr. Nuggihalli for “Good Reason” (each as defined in the Employment Agreement) during the first 36 months of tenure outside of a Change of Control, he will be entitled to: (i) 12 months of base salary continuation; (ii) immediate vesting of unvested RSUs scheduled to vest within 12 months following termination; (iii) a pro-rated short-term bonus and time-vested long-term incentive RSUs based on actual performance; and (iv) up to 12 months of Company-subsidized COBRA coverage, subject to executing a general release of claims.

Pursuant to a separate Change of Control Severance Agreement, if within 12 months following a Change of Control, Mr. Nuggihalli’s employment is terminated without Cause, for Good Reason, or due to death or Disability, he will be entitled to a lump-sum severance payment equal to 12 months of base salary, 100% immediate vesting of the initial 300,000 RSUs, a pro-rated annual bonus, and up to six months of COBRA reimbursements. In lieu of these severance benefits, Mr. Nuggihalli may elect to receive a Transaction Completion Bonus (“TCB”) under the Employment Agreement equal to 0.5% of Total Enterprise Value (capped at three times base salary), provided the transaction yields per-share consideration to common stockholders of at least $4.00.
 
The foregoing descriptions of the Employment Agreement, Restricted Stock Unit Agreement, and Change of Control Severance Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
 
10.1*
Employment Agreement, dated as of July 31, 2026, by and between Fuel Tech, Inc. and Ramesh Nuggihalli.
 
 
10.2*
Restricted Stock Unit Agreement, dated as of July 31, 2026, by and between Fuel Tech, Inc. and Ramesh Nuggihalli.
 
 
10.3*
Change of Control Severance Agreement, dated as of July 31, 2026, by and between Fuel Tech, Inc. and Ramesh Nuggihalli.
 
 
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
* Filed herewith.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Fuel Tech, Inc.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
By:
/s/ Bradley W. Johnson
 
 
 
Bradley W. Johnson
 
Date: August 4, 2026
 
Vice President, General Counsel and Secretary 
 
 

Source: View Original Filing on SEC EDGAR

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