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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Appointment of New Chief Commercial Officer
On September 12, 2019, the Board of Directors
(the “Board”) of FuelCell Energy, Inc. (the “Company”) appointed Jason B. Few (the Company’s
current President and Chief Executive Officer) as the Company’s Chief Commercial Officer. Mr. Few has assumed the responsibilities
previously undertaken by Jennifer D. Arasimowicz in her role as Chief Commercial Officer of the Company and, accordingly, her term
of service as Chief Commercial Officer ended on September 12, 2019.
Mr. Few, age 53, has served as a director
of the Company since 2018. Prior to his appointment as the President and Chief Executive Officer of the Company effective as of
August 26, 2019, Mr. Few served as President of Sustayn Analytics LLC, a cloud-based software waste and recycling optimization
company, since 2018, and as the Founder and Senior Managing Partner of BJF Partners, LLC, a privately held strategic transformation
consulting firm, since 2016. Mr. Few has over 30 years of experience increasing enterprise value for Global Fortune 500
and privately-held technology, telecommunication, and energy firms. He has overseen transformational opportunities across the technology
and industrial energy sectors, in roles including Founder and Senior Managing Partner of BJF Partners, LLC; President and Chief
Executive Officer of Continuum Energy, an energy products and services company, from 2013 to 2016; various roles including Executive
Vice President and Chief Customer Officer of NRG Energy, Inc., an integrated energy company, from 2011 to 2012; and from 2008 to
2009, Vice President, Smart Energy, and from 2009 to 2012, President of Reliant Energy, a retail electricity provider. Mr. Few
also has served as a Senior Advisor to Verve Industrial Protection, an industrial cybersecurity software company, since 2016. Mr.
Few was elected to the board of directors of Marathon Oil Corporation, a publicly traded exploration and production company based
in Houston, Texas, effective April 1, 2019. Mr. Few also serves on the boards of Memorial Hermann Healthcare System, the American
Heart Association, and the St. John’s School Endowment Investment Committee. He earned a bachelor’s degree in computer
systems in business from Ohio University and received an MBA from Northwestern University’s J.L. Kellogg Graduate School
of Management.
Appointment of New Chief Administrative Officer
On September 12, 2019, the Board appointed
Jennifer D. Arasimowicz as the Company’s new Chief Administrative Officer. In addition to serving as the Company’s
Chief Administrative Officer, Ms. Arasimowicz will continue to serve as the Company’s General Counsel, Corporate Secretary,
and Executive Vice President.
Ms. Arasimowicz, age 47, has served as the
Company’s General Counsel and Corporate Secretary since April 2017 and as the Company’s Executive Vice President since
June 4, 2019. As Executive Vice President, General Counsel and Corporate Secretary (and in her prior position as Senior Vice President),
Ms. Arasimowicz, a licensed attorney in Connecticut, New York and Massachusetts, has served as the chief legal officer and chief
compliance officer of the Company, having responsibility for oversight of all of the Company’s legal and government affairs,
and providing leadership in all aspects of the Company’s business, including compliance, corporate governance and board activities.
Ms. Arasimowicz also served as Senior Vice President of the Company from April 2017 to June 4, 2019, as Interim President of the
Company from June 7, 2019 to August 26, 2019, and as Chief Commercial Officer of the Company from June 4, 2019 to September 12,
2019. Ms. Arasimowicz joined the Company in 2012 as Associate Counsel and was promoted to Vice President in 2014. Prior to joining
the Company, Ms. Arasimowicz served as General Counsel of Total Energy Corporation, a New York based diversified energy products
and services company providing a broad range of specialized services to utilities and industrial companies. Previously, Ms. Arasimowicz
was a partner at Shipman & Goodwin, LLP in Hartford, Connecticut chairing the Utility Law Practice Group and began her legal
career as an associate at Murtha Cullina, LLP. Ms. Arasimowicz earned her Juris Doctor at Boston University School of Law and holds
a bachelor’s degree in English from Boston University.