DEF 14A 1 be3839081-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Bloom Energy Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Table of Contents

Letter to Our Stockholders

Dear Stockholder,

It is my pleasure to invite you to our annual meeting of stockholders. The meeting is scheduled for 9:00 a.m. Pacific Time on Wednesday, May 12, 2021.

This year, in light of the COVID-19 pandemic, we will again be conducting the annual meeting online for the safety of our stockholders, directors and employees.

The Annual Meeting live webcast can be found at www.virtualshareholdermeeting.com/BE2021. See page 80 for more information on how to participate in the virtual annual meeting.

Strong 2020 Performance

2020 was a year of tremendous challenge for the world, our country and our company. Despite the challenges of 2020, we executed well on the annual goals laid out in our strategic plan, and implemented a framework that positions Bloom for future growth and to remain at the forefront of innovation in the energy sector. Among our accomplishments:

•	We delivered record revenue, increased our gross margins through reduced product and service costs, and strengthened our balance sheet by eliminating our short-term recourse debt, reducing our total recourse debt and increasing our cash balance.
•	We added four exceptional new members to our management team who bring proven track records of success, operating skill and excellence in leadership.
•	We completed the first installation of our fifth-generation Energy Server, the 7.5.
•	We achieved cost reductions in our product, install and service offerings that allow us to deliver 9 cents/kWh for power, competitively positioning our Energy Server offering in the majority of the 50 states.
•	Finally, leveraging our core technology, we established several strategic growth levers, which are the foundation for our future growth - hydrogen fuel cells, biogas fuel cells, electrolyzers, marine and carbon capture technology, and made developmental progress on these new applications for low and zero carbon energy.

Resilient People, Resilient Culture, Resilient Solutions

If I were to describe Bloom in one word, it would be resilient, which is reflected in our people, culture, employees, products and services.

•	*Our People and Partners –* As the world’s first stationary solid oxide fuel cell provider to reach commercial scale, our path has not always been easy. However, from our inception, our employees have always had an unwavering focus on our mission – and 2020 was no different. In the midst of the COVID-19 pandemic, our resilient employees and partners navigated myriad local and global obstacles to continue to safely and effectively manufacture, install and service our Energy Servers so essential businesses would have power for their customers and communities.
	At Bloom, we know success depends on our ability to attract and retain talented and engaged employees who believe in our mission and embrace our core values. This is why we are continuously investing to ensure Bloom is a rewarding place to work, where the safety, health and well-being of our employees comes first, and where individualism and diversity, equity and inclusion are promoted.
•	*Our Culture and Core Values –* Resiliency, adaptability and a drive to make a difference is woven into the fabric of our unique culture, which is one of the reasons Bloom has achieved its current level of success. In 2020, our team was resilient in spirit, as demonstrated by the contributions made to our community in the face of great challenges. We are proud of the work we’ve done to help those in our community – from refurbishing ventilators, to providing emergency clean power to pop-up hospitals and hurricane victims, to co-hosting a COVID-19 testing lab for local companies, schools and underserved community members – and we look forward to continuing this support.

2021 PROXY STATEMENT

Table of Contents

Letter to Our Stockholders

•

Our Product and Technology – 2020 brought into sharp focus the need for resilient, predictable, clean and always-on power, and the continued power outages and disruptions we have experienced thus far in 2021 indicate that finding a solution is the most critical challenge facing our nation’s energy infrastructure. The Bloom Energy Server provides a resilient source of energy and is a compelling solution to this growing global challenge.

The Bloom Energy Server delivers 24x7 baseload power with high availability, mission–critical reliability and grid–independent capabilities and can be configured as a microgrid, eliminating the need for traditional back up power by providing primary power to a facility when the grid fails. Since 2018, Bloom has deployed more than 100 microgrids that have protected customers from more than 1,700 power disruptions.

Leading the Energy Industry Transformation

Bloom Energy is at the forefront of innovation in the energy sector, addressing the critical need for resiliency, predictability and sustainability today - on the pathway to low and zero carbon energy. The fuel flexibility of our currently available Energy Server platform provides customers with the ability to run our Energy Servers on natural gas, biogas and hydrogen blends today. Our platform also allows us to deliver on a near-term commitment to achieve scalable and cost-effective hydrogen solutions – both in front of and behind the meter – within the power generation and transportation industries.

The Year Ahead

As we look to the year ahead, our value proposition has never been more compelling. The impacts of climate change are being felt worldwide and are exposing the fragilities of the grid. Policymakers here at home and abroad are calling for actions that our American-made technology is well-suited to address.

As we are on the verge of emerging from the COVID-19 crisis, I truly believe we are a stronger and better company today than when the crisis started last winter. We have a strong leadership team, a strengthened balance sheet, new solutions, new markets and multiple pathways to low and zero carbon energy. And, our private-sector energy solution, combined with public policy imperatives have created a powerful moment of opportunity for which Bloom Energy is exceedingly well-positioned, moving us further along the road to achieving our mission to make clean, reliable and affordable energy for everyone in the world.

On behalf of the entire Bloom Energy Board of Directors, I thank you for your continued interest in and support of our company.

Sincerely,

KR Sridhar

Founder, Chairman and Chief Executive Officer

March 31, 2021


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Table of Contents

Notice of Annual Meeting of Stockholders

Date and Time

May 12, 2021
9:00 a.m. Pacific Time

Location

Online Meeting at www.virtualshareholdermeeting. com/BE2021

Who Can Vote

Only stockholders of record as of the close of business on March 16, 2021 are entitled to notice of, and to vote at, the meeting and any adjournments, continuations or postponements thereof

Voting Items

Proposals to be voted on at the 2021 Annual Meeting:

	Proposal	Board Vote Recommendation	For Further Details
1.	To elect the three Class III directors named in the Proxy Statement.	FOR each director nominee	Page 18
2.	To approve, on an advisory basis, the frequency of stockholder advisory votes on the compensation of our named executive officers.	ONE YEAR	Page 68
3.	To approve, on an advisory basis, the compensation of our named executive officers, as described in the Proxy Statement.	FOR	Page 69
4.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.	FOR	Page 70

Stockholders will also transact any other business that may be properly brought before the 2021 Annual Meeting or any adjournment, continuation or postponement thereof.

To attend the meeting online, vote, view the stockholder list or submit questions, stockholders will need to go to the Annual Meeting website noted and log in using the control number provided on their proxy card, Notice of Internet Availability or voting instruction form. The foregoing proposals are more fully described in the Proxy Statement accompanying this Notice.

Your vote as a Bloom Energy stockholder is very important. Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are entitled to ten votes per share. If you are a registered holder and have questions regarding your stock ownership, you may contact our transfer agent, American Stock Transfer & Trust Company, through its website at www.astfinancial.com or by phone at 1-800-937-5449.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 9:30 a.m. Pacific Time on the date specified above and at our address at 4353 North First Street, San Jose, CA 95134 solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investors page of our website at investor.bloomenergy.com.

By Order of the Board of Directors

Shawn M. Soderberg

Executive Vice President, General Counsel and Secretary

March 31, 2021

How to Vote

Internet

Before the Annual Meeting: www.proxyvote.com

During the Annual Meeting: www.virtualshareholdermeeting.com/BE2021

Telephone

1-800-690-6903

Mail

Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope

All stockholders of record as of the close of business on March 16, 2021 may attend the 2021 Annual Meeting online. Whether or not you expect to attend the 2021 Annual Meeting online, we encourage you to read the Proxy Statement and vote through the internet or by telephone or request and submit your proxy card or voting instruction form as soon as possible so that your shares may be represented at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 12, 2021.

The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

2021 PROXY STATEMENT

Table of Contents

LETTER TO OUR STOCKHOLDERS	3
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	5
PROXY STATEMENT SUMMARY	7
Summary of Stockholder Voting Matters	7
Our Board at a Glance	8
Board Composition	9
Corporate Governance Highlights	9
Executive Compensation Highlights	10
WHO WE ARE	12
2020 Highlights	12
ESG AT BLOOM	14
Introduction	14
ESG Management and Oversight	14
Our Employees	16
Supporting Our Communities	17
CORPORATE GOVERNANCE	18
Proposal 1 Election of Directors	18
Our Board Structure	30
Board’s Role and Responsibilities	36
Board Processes and Policies	38
Related-Party Transactions	40
Director Compensation	41
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	44
Additional Key Executives	46
EXECUTIVE COMPENSATION	47
Compensation Discussion and Analysis	47
COMPENSATION COMMITTEE REPORT	58
2020 Summary Compensation Table	59
2020 Grants of Plan-Based Awards Table	60
2020 Outstanding Equity Awards at Fiscal Year-End	62
2020 Option Exercises and Stock Vested Table	66
Non-Qualified Deferred Compensation	66
Pension Benefits	66
Potential Payments on Termination or Change in Control	66

Proposal 2 Advisory Approval of the Frequency of Stockholder Advisory Votes on Named Executive Officer Compensation	68
Proposal 3 Advisory Approval of Named Executive Officer Compensation	69
AUDIT MATTERS	70
Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm	70
Principal Accountant Fees and Services	72
Pre-Approval Policies and Procedures	72
Report of the Audit Committee of the Board of Directors	72
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	74
Directors and Executive Officers	75
Voting Agreements	77
Delinquent Section 16(a) Reports	77
Equity Compensation Plan Information	78
STOCKHOLDER PROPOSALS AND NOMINATIONS	79
Rule 14a-8 Stockholder Proposals	79
Stockholder Nominations and Other Proposals	79
ADJOURNMENT OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS	79
USER’S GUIDE	80
Questions and Answers about These Proxy Materials, the Annual Meeting and Voting	80
OTHER MATTERS	85
APPENDIX A - UNAUDITED RECONCILIATIONS FROM GAAP TO NON-GAAP	86
SIGNIFICANT INFORMATION IN THIS SECTION
Board Membership Criteria	19
Our Board	21
Director Skills and Experience	28
Director Independence	31
Board Leadership Structure	31
Stockholder Engagement	37
Related-Party Transactions	41

Certain statements in this Proxy Statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, statements regarding our environmental and other sustainability plans and goals, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may appear throughout this report. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.


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Proxy Statement Summary

This proxy statement (the “Proxy Statement”) is being furnished to the stockholders of Bloom Energy Corporation, a Delaware corporation (“Bloom”, “we”, “us” or “our”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our 2021 annual meeting of stockholders (the “2021 Annual Meeting”). The record date for the Annual Meeting is March 16, 2021 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the 2021 Annual Meeting or any postponement or adjournment thereof. On or about March 31, 2021, we will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”).

The 2021 Annual Meeting will be held online via live webcast at www.virtualshareholdermeeting.com/BE2021 on Wednesday, May 12, 2021 at 9:00 a.m. Pacific Time. This year’s question and answer session will include questions submitted in advance of, and questions submitted live during, the 2021 Annual Meeting. You may submit a question in advance of the 2021 Annual Meeting at www.proxyvote.com after logging in with your control number. You will also be able to vote your shares electronically at the annual meeting. Questions may be submitted during the 2021 Annual Meeting through www.virtualshareholdermeeting.com/BE2021.

We have adopted a virtual format for our 2021 Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity. In addition, in light of continued concerns regarding the COVID-19 pandemic, we believe it is best to adhere to a virtual format for 2021 to protect the health and well-being of our stockholders and employees. We hope to resume holding in-person stockholder meetings next year.

For additional information on the 2021 Annual Meeting and your vote, please see the “User’s Guide” toward the back of this Proxy Statement.

Here are highlights of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

Summary of Stockholder Voting Matters

Voting Matters		Board Vote Recommendation	See Page
Item 1 –	Election of Directors	FOR each nominee	18
Item 2 –	Advisory Approval of Frequency of Say on Pay Vote	ONE YEAR	68
Item 3 –	2020 Advisory Approval of Executive Compensation	FOR	69
Item 4 –	Ratification of the Appointment of Independent Registered Accounting Firm	FOR	70

2021 PROXY STATEMENT

Table of Contents

Proxy Statement Summary

Our Board at a Glance

The Board has nominated Michael Boskin, John T. Chambers and L. John Doerr for election as Class III directors to hold office until the 2024 Annual Meeting of Stockholders. For detailed information about each director’s background, qualifications and skill sets, please see “Our Board” later in this Proxy Statement.

		Director	Committees			Other Current Public
Name and Primary Occupation	Age	Since	AC	CC	N/GC	Company Boards
Michael Boskin IND Professor of Economics and Hoover Institution Senior Fellow, Stanford University	75	2019				1
John T. Chambers IND Founder and Chief Executive Officer at JC2 Ventures and former Chairman and CEO of Cisco	71	2018				0
L. John Doerr IND General Partner of Kleiner Perkins	69	2002				5
General Colin L. Powell Former U.S. Secretary of State	83	2009				1
Scott Sandell IND Managing General Partner at New Enterprise Associates, Inc.	56	2003				3
KR Sridhar Founder, Chairman and Chief Executive Officer of Bloom Energy	60	2002				0
Mary K. Bush IND President of Bush International, LLC	72	2017				3
Jeffrey Immelt IND Venture Partner at New Enterprise Associates, Inc. and former Chairman and CEO of General Electric	65	2019				3
Eddy Zervigon IND CEO of Quantum Xchange	52	2007				1

AC – Audit Committee	Chair	IND	Independent
CC – Compensation and Organizational Development Committee	Member
N/GC – Nominating, Governance and Public Policy Committee	Financial Expert


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Table of Contents

Proxy Statement Summary

Board Composition

Corporate Governance Highlights

Key Changes Since the Beginning of 2020
•	Expanded Corporate Governance Guidelines’ definition of diversity to include gender and ethnic diversity;
•	Strengthened Corporate Governance Guidelines to reflect Board’s role in risk oversight of sustainability, including environmental, social and human capital matters, and political contributions and lobbying;
•	Expanded Nominating Committee charter to include oversight of sustainability, including environmental, social and human capital matters;
•	Independent directors designated Mr. Immelt to succeed Mr. Doerr as lead independent director;
•	Adopted stock ownership guidelines for non-employee directors and executive vice presidents;
•	Determined that 30% of equity grants made to our executive officers in 2020 would be tied to corporate performance;
•	Determined that 40% of equity grants made to our executive officers in 2021 would be tied to corporate performance; and
•	Prepared our first Sustainability Report, which will be posted on our corporate website in April 2021.

Governance Highlights
•	The Board consists of a diverse group of professionals who bring significant leadership, distinct qualities and skill sets relevant to our business and strategy. We believe the current composition of the Board is diverse, which provides a wide range of perspectives and viewpoints, enabling them to effectively represent the long-term interests of our stockholders;
•	The Board and its committees annually assess their performance through a self-evaluation by an independent third party, which includes a self-evaluation of each individual director’s performance;
•	A clawback policy applicable to our CEO and our executive vice presidents;
•	Anti-hedging and anti-pledging policy for employees and directors;
•	We have three standing committees of the Board – Audit, Compensation and Organizational Development, and Nominating, Governance and Public Policy. All committees are composed entirely of independent directors;
•	Executive sessions of independent directors are conducted regularly at Board and Board committee meetings;
•	Strong lead independent director with robust authority and responsibility that is disclosed to stockholders;
•	No restrictions on director access to officers and employees;
•	Responded to investor feedback to simplify our quarterly reporting and our operating metrics, to provide investor sessions on our business and technology and to produce a Sustainability Report; and
•	Members of our senior management team are responsible for implementation of our day-to-day risk management processes, while the Board, as a whole and through its committees, has responsibility for the oversight of overall risk management.

2021 PROXY STATEMENT

Table of Contents

Proxy Statement Summary

Transition from Emerging Growth Company Status to Large Accelerated Filer

Beginning on January 1, 2020, we transitioned from our status as an emerging growth company to a large accelerated filer. This requires us to make additional disclosure in this Proxy Statement, including:

•	Expanded disclosure about our executive compensation practices in our Compensation Discussion and Analysis (beginning on page 47);
•	Additional compensation tables, including “Grant of Plan-based Awards Table” (beginning on page 60);
•	Conduct a vote every six years, on an advisory basis, on the frequency of our say-on-pay vote (specifically whether it will occur every one, two or three years); and
•	Allow stockholders to approve, on an advisory basis, the compensation of our named executive officers.

Executive Compensation Highlights

Our 2020 compensation plans and payouts for our named executive officers reflect our overarching philosophy of pay-for-performance. Highlights of our compensation program include:

•	Emphasis on Performance-Based Incentives: A majority of the target compensation opportunity provided to our named executive officers is awarded in the form of cash incentives and equity awards for which the realized value varies based on our financial and operating performance.
•	Challenging Performance Objectives: The Compensation and Organizational Development Committee (the “Compensation Committee”) sets rigorous goals for our annual bonus plan that will be achieved only if we perform at a high level. Based on our performance in 2020, our named executive officers earned a bonus between 130% and 137% of their targets for the year.
•	Performance-Based Approach to Long-Term Incentives: Performance-based stock units (“PSUs”) represent 50% of the target long-term incentive value granted to our Chief Executive Officer (“CEO”) and 30% of the target value granted to our other named executive officers. The remaining long-term incentive value was granted in the form of time-based vesting restricted stock units (“RSUs”) (excluding Gregory Cameron, our Chief Financial Officer (“CFO”), who was granted stock options as part of his new hire awards). No PSUs that were granted in 2020 would be earned if our revenue and adjusted EBITDA performance fell below our targets for the year. Based on our strong results in 2020, our named executive officers (excluding Mr. Cameron) earned 147% of the target number of shares granted in 2020.

As shown below, approximately 50% of the target total compensation awarded to our CEO and 30% awarded to our other named executive officers (other than Mr. Cameron) was at-risk in the form of our cash annual incentive and performance-based equity, both of which were eligible to be earned based on our level of achievement of rigorous financial goals.


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Proxy Statement Summary

In addition, the Compensation Committee seeks to ensure that we maintain sound governance and compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ best practices and regularly assess our policies and practices.

WHAT WE DO

WHAT WE DON’T DO

A significant portion of our executive compensation program is dependent upon variable, at-risk pay components based on operational performance metrics

Prior to making executive compensation decisions we review peer company compensation data

We ensure management acts and thinks like stockholders through stock ownership guidelines

We seek third-party executive compensation advice for the Compensation Committee from an in dependent consulting firm that does not perform any other services for Bloom

A clawback policy for our CEO and our executive vice presidents

No Supplemental Executive Retirement Plan

No automatic single trigger equity award acceleration upon a change of control

No golden parachute excise tax gross-ups

Executive officers may not pledge our common stock as collateral for any obligation

Executive officers may not engage in transactions intended to hedge or offset the market value of our common stock owned by them

No perquisites to any of our executive officers

2021 PROXY STATEMENT

Table of Contents

Who We Are

2020 Highlights

Company Overview

With roots in NASA’s space program, we were born from innovation. We created the first large-scale, commercially viable solid oxide fuel-cell based power generation platform that delivers highly reliable, clean, resilient and cost-effective power to businesses, essential services and critical infrastructure. Our technology, invented in the United States and manufactured by American workers, is the most advanced on-site power generation technology on the market today. Our Energy Servers convert natural gas, biogas, or hydrogen into electricity at high efficiency and without combustion, significantly reducing environmental impacts.

Our enterprise customers are among the largest multinational corporations who are leaders in adopting new technologies. We also have strong relationships with some of the largest utility companies in the United States and around the world.

Driving Resilience

Catastrophic weather events in 2020 resulted in $95 billion in damages and widespread power outages that left hundreds of thousands in the dark for days, and even weeks. As overtaxed electric grids across the nation buckled under the strain, our Energy Servers delivered clean, resilient, uninterrupted energy to power our customers through these outages.

In 2020, our solutions were notably deployed at critical moments to power pop-up field hospitals in California amid the COVID-19 pandemic and to support mission critical energy in the face of hurricanes in Louisiana with our partners.

Time and time again, our microgrids – islands of energy resiliency – have helped fortify critical infrastructure systems to ensure uninterrupted power, providing energy when the grid is not available. In fact, we have deployed more than 100 microgrids that have supported our customers’ critical load through more than 1,700 power disruptions since 2018.

Financial Highlights

Total Acceptances

11.1%

increase
year-over-year

Despite the effect of the COVID-19 pandemic, we operated as an essential business and were able to grow acceptances to a record 1,326 systems, or 132.6 megawatts, in 2020. This represents an increase of 11.1% year-over-year, driven by new and existing customers, with the majority of the installations in the United States. An acceptance typically occurs when the system is turned on and producing full power. For orders where one of our partners performs the installation, our acceptance criteria are different. Those acceptances are generally achieved when the systems are shipped or delivered to our partner. Upon acceptance, the customer order is moved from product backlog and is recognized as revenue.

This performance represents a broad range of verticals including hospitals and healthcare, retail, utilities and energy, cloud services and data centers, education institutions, food and beverage, government, technology, construction and transportation.

Revenue		Operating Margin
1.1% increase year-over-year	We achieved record revenue of $794.2 million in 2020 compared with $785.2 million in 2019, an increase of 1.1% year-over-year.	Increase of 19.4 percentage points year-over-year	We achieved operating margin of (10.2)% in 2020 compared with (29.6)% in 2019, an increase of 19.4 percentage points year-over-year.

Gross Margin		EPS
Increase of 8.5 percentage points year-over-year	We achieved gross margin of 20.9% in 2020 compared with 12.4% in 2019, an increase of 8.5 percentage points year-over-year.	57.3% improvement year-over-year	Earnings per share on a GAAP basis was ($1.14) in 2020 compared with ($2.67) in 2019, an improvement of 57.3% year-over-year.

Table of Contents

Who We Are

Business Highlights

In 2020, we operated through myriad challenges and significantly advanced our business, better positioning us to achieve near- and long-term success. We added talent across the senior executive team, strengthened our financial position, unveiled our strategic growth plans, advanced our technology roadmap, and drove manufacturing and service improvements. As a result of these actions, we believe we are well-positioned to capitalize on our intellectual property, history of innovation, manufacturing prowess, and the strength and flexibility of our Bloom Energy Servers to drive long-term, sustainable value for all of our stakeholders including our customers, partners, employees, stockholders and the communities we serve.

Underscoring our commitment to growth and success, the leadership and management team made a number of critically important decisions that delivered on our purpose, advanced our mission, and set a strategic pathway for a better energy future for the world. The following business highlights reflect some of the important progress we believe we have made during 2020:

•	Balance Sheet Improvement and Financial Strength: During the fourth quarter of 2020, we completed the retirement of the 10% Senior Secured Notes due July 2024 and the conversion of the remainder of our 10% Convertible Promissory Notes due December 2021. After the retirement and conversion of these notes, we reduced our recourse debt by approximately $144 million. These reductions, and the decrease in comparable interest rate in connection with the issuance in August 2020 of the $230 million aggregate principal amount of our 2.50% Green Convertible Senior Notes due 2025, resulted in reduced annual debt service costs of approximately $47 million. Our cash balances have increased since last year, with total cash increasing $39.3 million to $416.7 million, with the unrestricted component up slightly more, with total unrestricted at $246.9 million, up $44.1 million versus 2019. With reduced debt, more cash, strong operating discipline and substantial progress, we believe we are now well-positioned for future growth.

•	Investing for the Future: Faced with an uncertain operating environment, our management team made the critical decision to delay a planned expansion of our manufacturing facility in early 2020, instead electing to focus on increasing production in our existing facilities and reducing the cost of our current product through manufacturing innovation and improvements. This action enabled us to defer market expansion-related expenses and further manage our cash position. As a result of these decisions, we have reached a point where we will be making investments to increase manufacturing capacity in 2021. We are planning to secure an additional 200 megawatt fuel cell manufacturing line as part of our Bloom 7.5 introduction. This combined capacity will provide 400 megawatts of fuel cell, or over 1 gigawatt of electrolyzer capacity, that we can allocate based upon market demand.

•	Unveiling the Growth Levers through Bloom’s Innovative Technology Roadmap: In December, we unveiled our technology roadmap that will accelerate growth by capitalizing on emerging market opportunities. We have introduced new applications that can serve an increasingly diverse and global customer base, which is focused on moving to a 100% zero-carbon future. The growth levers of our strategic plan build on the foundation of our fuel-flexible technology and include: hydrogen fuel cells and electrolyzers, biogas, carbon capture and marine power.

•	Installing the First Bloom 7.5 Server: We completed the installation of our first Bloom 7.5 Server with a customer in December. The unit is performing as expected and we intend to increase production and the manufacturing of Bloom 7.5 throughout 2021. In 2022, we expect Bloom 7.5 will represent the majority of the systems we manufacture.

•	Continuing History of Manufacturing Innovation: We have a long history of continuous improvement across all facets of our business. This year we made substantial progress on improving upon the ease and predictability of our installation process as part of our broader effort to simplify the business. The COVID-19 pandemic underscored the need to improve our processes, as it brought into focus a new set of impediments for our installation team along with those that we encounter in a world dealing with climate change. The first Bloom Energy Server pre-assembled for rapid installation on a skid, ready to deploy, was built at our factory in Delaware. By transferring a significant portion of the integration work and time from less predictable field conditions to a controlled factory environment, we expect to be able to reduce cost and time overruns. The ease of installing a skid in a customer location will enable us to offer simple standardized procedures to outsourced installation partners, thereby enabling us to scale up our operations—both geographically and in volume. It will also enable us to power customers on a short-term or emergency basis.

With a clear focus on our purpose, commitment to executing on the growth levers of our strategic plan and the financial resources to make prudent investments in our business, we believe we are on the pathway to growth. Our diverse and talented management team shares a history of innovation and leadership in technology that moves us closer to the promise of a clean energy future and nearer to achieving our mission of making reliable, resilient and lower cost power available to all.

2021 PROXY STATEMENT

Table of Contents

ESG at Bloom

Introduction

The health and well-being of our people, our communities and our planet matter greatly to Bloom. While our commitment is firmly established, our formal processes, strategies and governance concerning Environmental, Social and Governance (“ESG”) matters are in their early stages. We are actively engaged in a dialogue with investors around their interest in corporate responsibility and sustainability, including discussions concerning ESG performance.

We continue to review and update our governance practices and have, for example, updated our Corporate Governance Guidelines to reflect our interest in candidates who express diversity across demographics such as gender, race, ethnic and national background, geography, age and sexual orientation. Further, in April 2021, we plan to publish our first Sustainability Report, which will be available on our website at www.bloomenergy.com. Please note that our 2021 Sustainability Report is not a part of our proxy solicitation materials.

ESG Management and Oversight

We are evolving both Board oversight and management processes to more fully and formally incorporate ESG data and analysis into our strategy development, risk management and operations. Our sustainability governance structure involves numerous participants engaging in information-sharing and decision-making, capitalizing on the depth and breadth of expertise throughout Bloom.

Board Oversight of ESG

The Board, as a whole and through its committees, oversees our strategy, ESG efforts and risk management processes. All Board committees have active oversight of one or more key ESG components. In 2020, the Board delegated to the Nominating, Governance & Public Policy Committee (the “Nominating Committee”) oversight of sustainability matters, including climate-related risks and opportunities, in recognition of the importance of ESG matters to our business. The Audit Committee, with its oversight of risk management processes and financial matters, and the Compensation Committee, which oversees human capital matters, shares relevant information and analysis with the Nominating Committee. Information and analysis from each of the committees are taken into account by the full Board in considering and providing guidance on our strategy and objectives for the short-, medium- and long-term, including on climate and other sustainability-related strategy and objectives. Management provides the Nominating Committee with background on emerging ESG trends, relevant disclosure standards, and the importance of ESG management to the business.

Executive Leadership, Management Governance Structure and ESG Strategy

Our CEO is responsible for approving our ESG goals and strategies based on the Board’s guidance and directives, and for overseeing the execution of those strategies. Our senior-level executives are responsible for assisting the CEO in formulating our strategies and setting our priorities and objectives based on information and analysis from management in each functional area. Our executive leadership team, which includes all of the members of the ESG Committee, meets weekly with the CEO to engage around various risk management areas of the business. Through these formal and informal processes of executive interactions, risks and opportunities can be continuously raised, evaluated and factored into ongoing strategy development.

In 2020, we formalized senior executive involvement related to climate and environmental, health and safety matters with the establishment of a new management-level ESG Committee, which is intended to be our central source for ESG risk identification, data analysis and policy, program and strategy formulation. The ESG Committee provides a platform for our leadership to understand, staff, resource and manage ESG-related risks and opportunities. The ESG Committee is comprised of the senior-most leaders of each of our functional areas, and its initial responsibilities include:

•	Assisting the CEO in developing our strategy with respect to ESG matters;

•	Formulating and recommending policies and practices that align with our strategies, and advising on how ESG matters may impact other company policies and practices;

•	Overseeing reporting and disclosures regarding ESG matters; and

•	Advising the CEO and the Board of current and emerging ESG matters that may affect the business, operations, performance or public image or that may otherwise be significant to us and to our stakeholders.

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ESG at Bloom

Below is a graphical illustration of our ESG management and oversight structure.

2021 PROXY STATEMENT

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ESG at Bloom

Our Employees

Promoting Diversity, Equity and Inclusion

Since our inception, we have supported diversity, equity and inclusion. From our visionary CEO, KR Sridhar, to our manufacturing plant employees, a large percentage of our population is from underrepresented communities. 44% of the Board is composed of ethnic minorities, including a female African-American member. 33% of our executive management team is composed of ethnic minorities and 40% are women. We recognize that diverse leadership translates to a diversity of experiences, viewpoints and, ultimately, more informed decisions. Our mission of providing clean, reliable and affordable energy to everyone is achieved only when every voice is heard and valued.

We are committed to continuing to foster the diversity of our workforce, and are actively developing programs and strategies to support this commitment. We recently initiated a Talent Acquisition Strategy, the goal of which is to identify and attract a slate of candidates from underrepresented groups through increasing investments in advertising and outreach. We have established a University Program in which we partner with university diversity groups including the Society of Women Engineers, Society of Hispanic Engineers and National Society of Black Engineers, to name a few. Additionally, we are partnering with several historically Black colleges and universities to hire interns and employees. We are committed to being a military-friendly employer and have partnered with several veteran organizations and agencies to identify and hire talent. Currently, our veteran population represents 9.3% of our total U.S. employee population. Further, in recognition of our military hiring efforts, in 2018 we received the Pro Patria Award from the Employer Support of the Guarded and Reserve (“ESGR”). This award recognizes employers who have demonstrated the greatest support to Guard and Reserve employees through their leadership and practices, and is the highest-level award that may be bestowed by an ESGR State Committee.

Supporting Employee Well-Being

Compensation and Benefits

We provide our employees with robust total compensation packages that include competitive salaries, bonuses and opportunities for equity ownership. We review and enhance the benefits portion of the package periodically, seeking to improve our competitiveness across health and income replacement programs. For example, we recently introduced a new program to facilitate access to mental health care, in terms of cost and ease of access.

Employee Health and COVID-19 Safety Measures

We have been going above and beyond to protect employees during the COVID-19 pandemic. Employee safety is our top priority. Among other things, we are providing daily temperature checks and health checks at entrances; cloth or surgical masks to all workers; modified work areas to ensure social distancing; regular COVID-19 testing; frequent cleaning and disinfecting of all areas; closed or modified breakrooms to reduce risk of transmission; and state of the art air filtration systems that have been FDA-verified to kill the COVID-19 virus. We have also established rigorous quarantine protocols. As evidence of these efforts, our workplace positivity rate is far lower than those of the counties in which we operate.

Employee Safety and Training

Our management seeks to provide a safe working environment. We believe in the principle ‘safety first’ and that most incidents are preventable. We strive to foster an environment that integrates safety throughout our operations to reduce or eliminate illness and injuries among our workforce.

To support this, we have established well-defined safety, health and environmental policies and procedures and offer ongoing training. We have focused on prevention programs and driving continuous improvement via ‘Design for Safety’ initiatives during product development, interactive training programs with all employees, hands-on audits, employee engagement through monthly team meetings, and relentless focus on deep-dive investigations ensuring we learn and improve from incidents that occur.

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ESG at Bloom

Keeping Jobs Local - While Improving the Communities in Which We Operate

Our technology has a global reach, but at our core, we are all about improving and expanding operations nationally and serving our local communities. In Delaware, where we have our Newark manufacturing facility, we invested $6.6 million last year alone to prepare for future growth. At the height of the pandemic, we added 57 new roles in Delaware, bringing the employee number to 397. We invested in the Newark community by building a training facility and entering into a partnership with the Delaware Office of Work-Based Learning at Delaware Tech to bolster workforce development.

Additionally, our products are providing clean energy solutions to the residents of Delaware and helping the state achieve new standards for clean energy. The Delaware Division of Energy and Climate has put in place limits on the amount of harmful emissions generated by the local electricity industry. Utility companies like the Delmarva Power Plant, encouraged by the Renewable Energy Portfolio Standards Act (”REPSA”), have had to increase their renewable and alternative energy sources to power local communities. Our Newark manufacturing facility’s collaboration with the Delmarva Power Plant helps power thousands of homes with clean energy produced by fuel cells made by Delawareans.

Our fuel cell technology is helping the Delmarva Power Plant achieve reduced emissions and meet the required 25% of alternative energy sources mandated by REPSA. We have succeeded in decreasing CO₂emissions by 50% and nearly eliminated smog-forming particulate emissions. More importantly, we are providing clean energy to more than 22,000 homes in the state.

Supporting Our Communities

Our mission is to make clean, reliable power affordable for everyone in the world because we know that allows our communities to be safe, prosperous, healthy and resilient. Community impact is what motivates us every day to provide the highest quality products and solutions possible.

Assisting Vulnerable Communities

2020 was a difficult year for many of the communities we serve, but we responded by being adaptable, flexible and innovative in creating solutions in the face of emergencies. Our rapid deployment of engineering and manufacturing resources has aided vulnerable communities in multiple ways during the COVID-19 pandemic as well as extreme weather events.

Ventilator Refurbishment. In March 2020, when the country came to a standstill in the fight against the spread of COVID-19, we voluntarily launched an initiative to refurbish ventilators at our San Jose, California and Newark, Delaware facilities. We knew that we could put our manufacturing, engineering and operational expertise to work and successfully refurbished more than 1,300 ventilators that were supplied to state emergency management departments and healthcare facilities in California, Delaware and Pennsylvania.

Rapid Deploy Microgrids. When a field hospital was set up in Sacramento, California to expand the state’s hospital capacity and house COVID-19 patients, we and our installation and utility project partners were able to deploy a microgrid in three days. The Bloom microgrid provided essential reliable, AlwaysON power to serve the critical medical needs of Californians. Similar microgrids were rapidly deployed to a hospital in Louisiana and a hospital system in Vallejo, California, providing vital power to a field hospital set up to accommodate patient overflow. Importantly, these facilities could not have utilized traditional temporary diesel power solutions due to the impact on patient respiratory health, reinforcing the importance of our products’ air quality impacts on vulnerable populations every day.

Redirecting Excess Power. On top of the challenges with COVID-19, California continues to deal with grid instability from climate-driven extreme weather as well as wildfires. But 2020 saw blackouts due to record heat as well. Our fuel cell technology at approximately 500 sites has been generating 265 megawatts of clean and reliable power in the state. Our customers agreed to export the excess power generated at their sites to the grid to provide additional generation capacity. Thanks to their generosity, we managed to power nearly 15,000 homes in communities facing the adverse effects of the pandemic.

Mobile COVID-19 Testing. To help keep our employees and neighbors safe, we partnered with El Camino Health to set up a mobile COVID-19 testing facility for Bay Area organizations, businesses and schools. Using the University of Illinois’ innovative Shield T3 COVID testing system, the mobile unit offers rapid, accurate and inexpensive testing, providing critically needed tests for area businesses, schools and disadvantaged communities. One in six tests purchased by us and participating organizations was used to help the Valley Medical Center Foundation purchase a mobile medical bus to vaccinate homebound seniors, people with disabilities, farmers and others who might not be easily served.

2021 PROXY STATEMENT

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Corporate Governance

Proposal 1	Election of Directors Stockholders are being asked to elect Class III directors Michael Boskin, John T. Chambers and L. John Doerr, each for a three-year term.
		The Board of Directors unanimously recommends a vote FOR the election to the Board of Directors of each of the Class III director nominees.

Our Amended and Restated Bylaws (the “Bylaws”) provide that the Board is divided into three classes of directors with staggered three-year terms. As a result, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.

The Board presently has nine members. The Board is currently comprised of three Class I directors, three Class II directors and three Class III directors. The authorized number of directors may be changed by resolution of the Board. Stockholders last elected the Class I directors, Messrs. Powell, Sandell, and Sridhar, at the 2019 Annual Meeting of Stockholders and the Class II directors, Messrs. Immelt and Zervigon and Ms. Bush, at the 2020 Annual Meeting of Stockholders.

Class III directors Dr. Boskin, Messrs. Chambers and Doerr are standing for election to the Board at this meeting. The Board appointed Dr. Boskin in November 2019, Mr. Chambers in August 2018 and Mr. Doerr in May 2002, and each was recommended to the Board by the Nominating Committee. The nominees’ and other directors’ biographies are available beginning on page 21 of this Proxy Statement.

Each nominee has consented to be named a nominee in the Proxy Statement and to continue to serve as a director, if elected. If any nominee becomes unavailable to serve for any reason before the election, which is not anticipated, your proxy authorizes us to vote for another person nominated by the Board or the Board may reduce its size. There are no arrangements or understandings between any director and any other person pursuant to which he or she is or was to be selected as a director. There are no family relationships among our directors or executive officers.

Vote Required

The election of directors will be made by a plurality of votes cast at the 2021 Annual Meeting. That means the three nominees receiving the highest number of votes will be elected. Because directors need only be elected by a plurality of the vote in an uncontested election, broker non-votes and withhold votes will not affect whether any particular nominee has received sufficient votes to be elected in such cases.

Our nominees have considerable professional and business experience. The recommendation of the Board is based on its carefully considered judgment that the qualifications and experience of our nominees make them well qualified to serve on the Board and give the Board as a group the appropriate skills to exercise its oversight responsibilities. For each of the three director nominees standing for election as well as for the remainder of the Board, the following pages sets forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications, attributes and skills that the Nominating Committee considered in recommending the director nominees.

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Corporate Governance

Board Membership Criteria

Ensuring that the Board is composed of directors who possess highly relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives and effectively represent the long-term interests of stockholders, is a top priority of the Board and the Nominating Committee.

Nominees for director are selected on the basis of, among other things, independence, integrity, ethnic and gender diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry, willingness and ability to devote adequate time and effort to Board responsibilities in the context of the existing composition, other areas that are expected to contribute to the Board’s overall effectiveness and the needs of the Board and its committees. Given our limited operating history, as we continue to grow and evolve our strategy, we continue to refresh the relevant skill sets and experience desired in our Board members.

In evaluating potential candidates for the Board, the Nominating Committee considers the following factors, which are set forth in our Corporate Governance Guidelines:

•	a majority of directors on the Board should be independent directors;
•	candidates should be capable of working in a collegial manner with persons of different educational, business, and cultural backgrounds, and should possess skills and expertise that complement the attributes of the existing directors;
•	candidates should represent a diversity of viewpoints, backgrounds, experiences, and other demographics, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age and sexual orientation;
•	candidates should demonstrate notable or significant achievement and possess senior-level business experience that would benefit Bloom;
•	candidates should be individuals of the highest character and integrity;
•	candidates should be free from any conflict of interest that would interfere with their ability to properly discharge their duties as a director or would violate any applicable law or regulation;
•	candidates for the Audit Committee and the Compensation Committee should have the enhanced independence and financial literacy and expertise that may be required under law, rules, regulations and listing standards of the New York Stock Exchange (“NYSE”);
•	candidates should be capable of devoting the necessary time to discharge their duties, taking into account memberships on other boards and other responsibilities; and
•	candidates should be able to represent the interests of all stockholders.

Stockholder Nominations

Any stockholder may nominate a person for election as a director by complying with the procedures set forth in the Bylaws. See the section later in this Proxy Statement entitled “Stockholder Proposals and Nominations.”

Process of Selecting Directors

The Nominating Committee is responsible for identifying, evaluating and recommending candidates to the Board for Board membership. The Nominating Committee works very closely with the Chairman and other members of the Board in the identification and evaluation process. The Nominating Committee may also use outside consultants to assist in identifying candidates. The Bylaws provide that the size of the Board is set by the Board, reflecting the Board’s current view of its optimal size. When formulating its Board membership recommendations, the Nominating Committee considers advice and recommendations from stockholders, management, and others as it deems appropriate. The Nominating Committee considers candidates for the Board recommended by stockholders using the same criteria in evaluating the candidate as it would any other Board nominee candidate.

The Nominating Committee also evaluates whether an incumbent director should be nominated for re-election to the Board upon expiration of such director’s term, based upon factors established for new director candidates, as well as:

•	the extent to which the director’s judgment, skills, qualifications and experience (including that gained due to tenure on the Board) continue to contribute to the success of the Board;
•	feedback from the annual Board evaluation;
•	attendance and participation at, and preparation for, Board and committee meetings;
•	independence;
•	outside board and other affiliations, including any actual or perceived conflicts of interest; and
•	such other factors as the Nominating Committee deems appropriate.

2021 PROXY STATEMENT

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Corporate Governance

Director Tenure, Board Refreshment and Diversity

We believe it is in the best interests of Bloom and our stockholders to maintain a mix of longer-tenured, experienced directors and institutional knowledge and newer directors with fresh perspectives. In furtherance of this objective, the Board appointed two new directors to the Board as recently as November 2019, Dr. Boskin and Mr. Immelt.

We do not impose director tenure limits or a mandatory retirement age. The Board believes that our longer-tenured directors with their deep institutional knowledge have a unique perspective, bring critical skills to the Board and are well-positioned to guide us as we continue to grow and evolve. The Board believes that longer-tenured directors have a better understanding of Bloom and its evolution, and are better able to leverage those learnings so Bloom can continue to grow and evolve. Accordingly, while director tenure is taken into consideration when making nomination decisions, the Board believes that imposing limits on director tenure would deprive the Board of the valuable contributions of its most experienced members.

If each director nominee is elected to the Board after the 2021 Annual Meeting, our non-employee directors will have served an average of 8.4 years. Given that Bloom was the first solid oxide fuel cell company to reach commercial scale, given previous challenges we have had to overcome and given that the energy industry is rapidly evolving, we believe that at this stage of our growth, a longer tenure is in the best interests of our stockholders. The Board believes the current average tenure of 8.4 years for its non-employee directors reflects the balance the Board seeks between different perspectives brought by longer serving directors and new directors.

The Board and the Nominating Committee value diversity of backgrounds, age, education, experience, perspectives and leadership in different fields when identifying nominees, and we assess the effectiveness of our efforts in pursuing diversity in connection with our annual evaluations. In 2020, the Board expanded our Corporate Governance Guidelines’ definition of diversity to include gender and ethnicity. Representation of gender, ethnic, geographic, cultural or other diverse perspectives expands the Board’s understanding of our stakeholders. Presently, we have one woman director and four ethnically diverse directors.

The Board is focused on combining the right mix of skills, experience and perspectives to support our strategic growth levers, obtaining operational leverage for scale and international expansion. The Nominating Committee continues to focus on Board refreshment to align the Board’s long-term composition with its long-term strategy. During 2020, the Nominating Committee, through the Board evaluation process, undertook a review of the collective qualifications, skills, attributes and experiences it desires on the Board. The purpose of the review was to consider the qualifications, skills, attributes and experiences the Board believes are aligned with oversight of the short- and long-term strategies including the growth levers, operational scale and international expansion and related risks and opportunities.

Although we do not have a separate diversity policy, the Board and the Nominating Committee aim to further refresh Board membership in the coming year, with a particular focus on gender and diverse director candidates.

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Corporate Governance

Our Board

Class III Directors Standing for Election at the 2021 Annual Meeting

	Michael Boskin IND
	Tully M. Friedman Professor of Economics and Wohlford Family Hoover Institution Senior Fellow, Stanford University, and CEO and President of Boskin & Co., Inc.
	Age: 75	Committee Membership: Audit Nominating/Governance
	Director Since: November 2019	Public Company Boards: Oracle Corporation

Background

•	Tully M. Friedman Professor of Economics and Wohlford Family Hoover Institution Senior Fellow at Stanford University, where he has been on the faculty since 1971
•	CEO and President of Boskin & Co., Inc. since 1980
•	Chairman of the President’s Council of Economic Advisers from 1989 to 1993
•	Former director of ExxonMobil from 1996 to 2018

Director Qualifications:

Dr. Boskin is recognized internationally for his research on world economic growth, tax and budget theory and policy, U.S. saving and consumption patterns and the implications of changing technology and demography on capital, labor and product markets. In addition to his background in public policy, he brings to the Board significant economic, financial and energy expertise, including through his experience on the board of a publicly traded energy company and a publicly traded technology company. Dr. Boskin’s experience as CEO of his consultancy firm and as a director of another large, complex global organization also provides the Board with important perspectives in its evaluation of our governance practices and processes. In addition, his prior service on a public company audit committee supports the development of the Audit Committee function as we mature as a public company.

2021 PROXY STATEMENT

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Corporate Governance

	John T. Chambers IND
	Founder and Chief Executive Officer at JC2 Ventures
	Age: 71	Committee Membership: Compensation
	Director Since: August 2018	Public Company Boards: None

Background

•	Founder and Chief Executive Officer at JC2 Ventures, a venture capital firm, since March 2017
•	Executive Chairman of the board of Cisco Systems, Inc. (“Cisco”), a networking and information technology company, from July 2015 to December 2017 and as Chairman of the board of Cisco from November 2006 to July 2015
•	Cisco’s Chief Executive Officer from January 1995 until July 2015 and President from January 1995 to November 2006
•	Employed by Wang Laboratories, Inc., a former computer-based office information processing systems company, from 1982 to 1990, where, in his last role, he was the Senior Vice President of U.S. Operations
•	Chairman of the US-India Strategic Partnership Forum
•	Appointed Global Ambassador of the French Tech by President Emmanuel Macron of France

Director Qualifications:

Mr. Chambers’ experience in leading and scaling Cisco Systems as its CEO and Chairman for over 20 years, building and implementing strategic growth plans as well as his experience with early stage companies, provides valuable perspective to the Board in growing and scaling an organization, particularly in the areas of operations, sales, human capital management, recruitment and executive compensation. Mr. Chambers’ international experience and relationships and his skill in promoting innovative new products and technology are valuable to the Board as we continue to expand globally.

	L. John Doerr IND
	General Partner of Kleiner Perkins
	Age: 69	Committee Membership: Compensation
	Director Since: May 2002	Public Company Boards: Alphabet, Inc. Amyris, Inc. Coursera, Inc. Doordash, Inc. QuantumScape Corporation

Background

•	General Partner of Kleiner Perkins Caufield & Byers, a venture capital firm (together with its affiliates, “Kleiner Perkins”), since August 1980
•	Former director of Amazon.com, Inc., an e-commerce company, from June 1996 to May 2010, and Zynga, Inc., a provider of social game services, from April 2013 to May 2017

Director Qualifications:

Mr. Doerr, through Kleiner Perkins, was the first investor in Bloom, and he brings valuable institutional knowledge to the Board given his long-standing history with Bloom and extensive knowledge of the management team and our operations. His public company board experience and understanding of governance practices has helped us in our transition from a private to a public company. His deep technology expertise and experience in developing, scaling and managing technology companies and their management make him well-suited to serve on the Board and the Compensation Committee.

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Corporate Governance

Class I Directors – Terms Expiring at the 2022 Annual Meeting of Stockholders

	General Colin L. Powell
	Former U.S. Secretary of State and Founder and Chairman Emeritus of the America’s Promise Alliance
	Age: 83	Committee Membership: None
	Director Since: January 2009	Public Company Boards: salesforce.com, inc.

Background

•	Served as the 65^thU.S. Secretary of State from January 2001 to January 2005
•	Served 35 years in the U.S. Army, rising to the rank of Four-Star General and from 1989 to 1993 as the 12^thChairman of the Joint Chiefs of Staff
•	Chairman of the Board of Visitors of the Colin Powell School at the City College of New York since 1994
•	Founder and Chairman Emeritus of the America’s Promise Alliance, a nonprofit organization advocating for the strength and well-being of America’s children and youth

Director Qualifications:

General Powell’s senior leadership positions at the highest levels of the U.S. government and philanthropic enterprises, as well as his extensive experience in building organizations and recruiting, developing, motivating and managing human capital, provides a valuable perspective to the Board, particularly in the areas of leadership, human capital management, executive compensation, governance and strategic planning and operations. Additionally, his experience on the board of the global leader in customer relationship management gives him significant insight into business development strategies and branding for the digital age.

	Scott Sandell IND
	Managing General Partner at New Enterprise Associates, Inc.
	Age: 56	Committee Membership: Compensation (Chair)
	Director Since: August 2003	Nominating/Governance
		Public Company Boards: Tuya Inc.
		Cloudflare, Inc. Coursera, Inc.

Background

•	Currently serves as the Managing General Partner at global venture capital firm New Enterprise Associates, Inc. (“NEA”) since April 2017

	•	Joined NEA in January 1996 and as has been a General Partner since September 2000 and served as Co-Managing General Partner from March 2015 to April 2017
	•	Served as head of the firm’s technology investing practice for 10 years and has led NEA’s China investing activities for over a decade

•	Prior to joining NEA in 1996, worked as a Product Manager for Windows 95 at Microsoft Corporation
•	Started career at Boston Consulting Group, a global management consulting firm, and later joined C-ATS Software, Inc., a software development company
•	Previously served on the boards of, among others, Data Domain, Inc., Fusion-io, Inc., Neoteris, Inc., NetIQ Corporation, Playdom, Inc., Spreadtrum Communications, Inc., Tableau Software Inc., WebEx Communications, Inc. and Workday, Inc.
•	Currently serves on the Board of Advisors for the Thayer School of Engineering at Dartmouth
•	Former Chairman of the Board of the National Venture Capital Association, a trade organization for venture capital and private equity firms, from 2014 to 2015

Director Qualifications:

Mr. Sandell brings valuable institutional knowledge to the Board given his long-standing history with us and extensive knowledge of the management team and our operations. Mr. Sandell’s technical background, operations experience with a wide range of technology companies and international experience has been instrumental in helping us develop and implement our supply chain and manufacturing operations and expand customer relationships. Mr. Sandell’s service on a number of public and private company boards lends a valuable breadth and depth of expertise to the Board on all aspects of scaling an organization and business models for new technologies. In addition, his background provides an important perspective to the Board and the Compensation Committee and Nominating Committee on best practices in human capital management, executive compensation and governance. Mr. Sandell’s extensive network from his role in the venture capital industry and related organizations provides the Board a wealth of knowledge regarding emerging technologies and practices.

2021 PROXY STATEMENT

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Corporate Governance

	KR Sridhar
	Founder, Chief Executive Officer and Chairman of Bloom Energy
	Age: 60	Committee Membership: None
	Director Since: March 2002	Public Company Boards: None

Background

•	Founder of Bloom and has served as Chief Executive Officer and Chairman of the Board since March 2002
•	Prior to founding Bloom, served as director of the Space Technologies Laboratory at the University of Arizona where he was also a professor of Aerospace and Mechanical Engineering
•	Has served as an advisor to NASA and has led major consortia of industry, academia and national labs
•	Currently serves as a strategic limited partner at Kleiner Perkins
•	Served on many technical committees, panels and advisory boards and has several publications and patents

Director Qualifications:

As a founder of Bloom who has guided our growth and development as both CEO and Chairman for almost 20 years, Mr. Sridhar has proven, unparalleled and in-depth knowledge of our technology, operations, markets, regulatory environment, customers, employees and competition. Mr. Sridhar’s depth and breadth of technological and scientific expertise and experience with technological innovation bring invaluable insight to the Board concerning our products and development strategies. In addition, his knowledge and strategic vision for the energy industry aids the Board in its strategic planning. Mr. Sridhar provides management’s perspective in Board discussions and brings important insight regarding our strategy and operations to the Board’s deliberations.

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Corporate Governance

Class lI Directors – Terms Expiring at the 2023 Annual Meeting of Stockholders

	Mary K. Bush IND
	President of Bush International, LLC
	Age: 72	Committee Membership: Audit (Chair & Financial Expert)
	Director Since: January 2017	Public Company Boards: Discover Financial Services ManTech International Corporation T. Rowe Price Group, Inc.

Background

•	President of Bush International, LLC, an advisor to U.S. corporations and foreign governments on international capital markets, strategic business, economic and governance matters since 1991
•	Held several Presidential appointments, including the U.S. Government’s representative on the International Monetary Fund Board and Director of Sallie Mae Bank
•	Former head of the Federal Home Loan Bank System during the aftermath of the Savings and Loan crisis and was advisor to the Deputy Secretary of the U.S. Treasury Department
•	Earlier in her career, managed global banking and corporate finance relationships at New York money center banks including Citibank, N.A., Banker’s Trust Company, and JPMorgan Chase Bank, N.A
•	Appointed by the Secretary of the Treasury to the U.S. Treasury Advisory Committee on the Auditing Profession in 2007
•	Appointed by President George W. Bush as Chair of the congressionally-chartered HELP Commission on reforming foreign aid in 2006
•	Director of Briggs & Stratton, Inc. from 2004 to March 2009, of United Continental Holdings, Inc. from 2006 to 2010, of the Pioneer Family of Mutual Funds from 1997 to 2012 and of Marriott International, Inc. from 2008 to 2020
•	Member of Kennedy Center’s Community Advisory Board
•	Chairman of the Capital Partners for Education, a not-for-profit organization that mentors young people through high school and college

Director Qualifications:

Ms. Bush’s senior executive roles; extensive experience and knowledge in finance and accounting, particularly in areas of accounting principles, financial reporting rules and regulations and oversight of the financial reporting process at public companies; and wide-ranging experience with government and regulatory systems, provide important skills and qualifications to the Board, especially as Chair of the Audit Committee and with respect to risk management. Ms. Bush’s public company board experience provides governance expertise to the Board concerning current governance practices. In addition, Ms. Bush’s significant experience in global business and financial markets is extremely valuable to us as we look to expand our customer financing options in tandem with our global expansion.

2021 PROXY STATEMENT

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Corporate Governance

	Jeffrey Immelt IND
	Former Chairman and CEO of General Electric Lead Independent Director
	Age: 65	Committee Membership: Audit (Financial Expert)
	Director Since: November 2019	Public Company Boards: Twilio Inc. Desktop Metal, Inc. Tuya Inc.

Background

•	Venture partner at NEA since January 2018
•	Former Chairman and CEO of General Electric (“GE”), a diversified industrial company, for 16 years from 2001 to 2017 where he revamped the company’s strategy, global footprint, workforce and culture

•

During his tenure, he led several innovative transformations that doubled industrial earnings, reshaped the portfolio, re-established market leadership, grew a strong share position in essential industries, and quadrupled emerging market revenue

•	Named one of the “World’s Best CEOs” three times by Barron’s
•	GE was named “America’s Most Admired Company” by Fortune magazine and one of “The World’s Most Respected Companies” in polls by Barron’s and the Financial Times during his tenure
•	Recipient of 15 honorary degrees and numerous awards for business leadership
•	Chaired the President’s Council on Jobs and Competitiveness under the Obama Administration
•	Member of The American Academy of Arts & Sciences

Director Qualifications:

Mr. Immelt brings to the Board more than 30 years of senior executive and boardroom experience, including nearly 20 years at the helm of GE, a world-leading, technologically innovative global enterprise where he helped reshape and modernize its global business and financing strategy. Mr. Immelt’s experience and insights in all aspects of running a multinational business, including in diverse areas such as operations, sales and marketing, human capital management, executive compensation, and product and service management and business models, will be invaluable as we endeavor to scale our business and expand our markets, both in the United States and globally. Given GE’s energy businesses, Mr. Immelt provides valuable expertise regarding the energy sector, the regulatory landscape and the competitive landscape.

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Corporate Governance

	Eddy Zervigon IND
	CEO of Quantum Xchange
	Age: 52	Committee Membership: Audit (Financial Expert)
	Director Since: October 2007	Nominating/Governance (Chair)
		Public Company Boards: Maxar Technologies Inc.

Background

•	CEO of Quantum Xchange, a cybersecurity company, since September 2020
•	Special Advisor at Riverside Management Group, a boutique merchant bank, since 2012
•	Previously, he was a Managing Director in the Principal Investments Group at Morgan Stanley & Co. LLC, a global financial services firm, from 1997 to 2012
•	Prior to joining Morgan Stanley, Mr. Zervigon was a Certified Public Accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), a public accounting firm
•	Served as a director of DigitalGlobe, Inc., a builder and operator of satellites for digital imaging, where he served as a member of the audit and compensation committees from 2004 to 2017
•	Previously served as a board member of MMCinemas, Impsat Fiber Networks, Inc., TVN Entertainment Corporation and Stadium Capital Management, LLC

Director Qualifications:

Mr. Zervigon brings significant institutional knowledge regarding Bloom given his early involvement with us at our early growth stages through his position with Morgan Stanley and later as a director. Given Mr. Zervigon’s international financial and transactional experience as an investment banker, Mr. Zervigon has helped shepherd our transition from a private to a public company and provided valuable insights regarding growth strategies and business models. In addition, his accounting expertise as a CPA with PricewaterhouseCoopers LLP has provided critical experience, skills and qualifications to the Audit Committee. His public company board and governance experience contributes to his role as the Chair of the Nominating Committee.

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Corporate Governance

Director Skills and Experience

As we discuss above under “Director Tenure, Board Refreshment and Diversity” and below under “Information Regarding the Board and its Committees,” the Nominating Committee is responsible for assessing with the Board the appropriate skills, experiences and background that we seek in Board members in light of our business strategy and our current Board composition to provide effective oversight and represent the long-term interests of our stockholders. The Board will then determine whether a nominee’s background, experience and skills will advance the Board’s goal of creating and sustaining a board with broad and diverse experience and perspectives who can oversee our business. Listed below are the skills and experience we consider important for our directors to facilitate oversight of our business strategy.

	Public Company Board Experience	Service on a public company board provides valuable and relevant governance experience, including an understanding of the legal and regulatory landscape in which public companies operate and the importance of the oversight responsibilities of the Board and its committees, and helps us maintain good corporate governance practices by providing insight into current U.S. public company board practices.
	Senior Leadership	Experience serving in executive positions, including as CEO, provides members of the Board with a practical understanding of enterprise structure, operations and management, including in core areas such as human resources, financial planning, risk management and compliance and the know how to identify and develop leadership in the management team, execute operationally and drive change and growth.
	Global Business/International	As we expand our reach globally, experience in entering and operating in new markets, including emerging markets, and the attendant business and cultural perspectives is critical to our success.
	Financial/Accounting/ Capital Markets	Our capital structure and operations include the use of debt instruments and financing arrangements as well as project finance activities for our customer’s use of our Energy Servers and other project development. It is critical for the Board and the Audit Committee to have a sophisticated understanding of the capital markets, financing and funding operations relevant to Bloom, energy project finance structures, and accounting and financial reporting processes to advise on, and oversee, our project finance activities and other risk management.
	Manufacturing/Operations	Because we develop and manufacture our Energy Servers, individuals with experience in manufacturing processes and operations, including supply chain management, are valuable additions to the Board.
	Sales and Marketing	As we seek to continue to grow our bookings and acceptances year over year and bring our Energy Servers to additional states, countries and markets, experience in the strategy and mechanics of sales and marketing enables the Board to effectively oversee the expansion of our business and development of our brand.
	Human Capital Management	We operate in a highly competitive employment market, and experience in attracting, motivating, developing and retaining qualified personnel and succession planning is particularly important to our future success. In addition, as a relatively new public company, experience in evolving compensation practices from private to public company status is critical to attracting and retaining personnel.

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Corporate Governance

	Government/Public Policy/Regulatory	The energy industry is heavily regulated, and Board members who have experience working within a regulatory framework bring valued experience and perspectives and assist the Board with its oversight responsibilities regarding Bloom’s legal and regulatory compliance and its engagement with regulatory authorities. Being able to anticipate changes in the regulatory scheme will better enable us to execute our strategic plan effectively. As a relatively new technology, government expertise at the federal and state level and experience developing and implementing policy will help us work constructively with governments around the world, which is critical as we attempt to develop legislation and a regulatory framework to enable adoption of our technology both in the United States and in select international markets.
	Energy	Individuals with energy industry experience are able to share with us their insight and experience with respect to strategic and operational matters related to a complex and constantly changing energy industry. This includes experience in both the retail and wholesale energy markets as we expand both in the United States and in select international markets. Knowledge of the competitive landscape and energy companies provides valuable perspective as we consider partnerships and alliances in our selling activities.
	Business Development	We continue to focus on growing our business in new states, new countries and new product markets as identified in our growth levers. Our development of relationships with strategic domestic and international partners is critical to growing and financing our business and undertaking both new project and product development, and individuals with existing experience and relationships in business development give us valuable insight into the challenges and risks of such collaborations and partnerships and overcoming the same.
	Emerging Technology/Business Model	As we have transitioned from a private company to a public company and developed and improved each generation of our Energy Server, and now enter a phase of product development for new product markets, experience with emerging technologies and companies early in their business life cycle has been, and continues to be, important for guiding our development.
	Technology/Science	Knowledge and experience in product development, materials science, chemistry and hardware development is crucial for our continuing development and innovation with respect to our products and to the evolution of our strategy as set forth in our growth levers. As an innovator in the fuel cell industry, our success depends on developing and investing in the continued evolution of our Energy Server Platform and technology experience has become increasingly important as we expand our product development and product markets.
	Independence	NYSE listing and governance standards require that a majority of the Board be comprised of independent directors. Our strong preference is to add directors to the Board who are independent and who will represent the interests of all stockholders.
	Diversity	Candidates should represent a diversity of viewpoints, backgrounds, experiences, and other demographics, including cultures, age, gender and ethnic diversity. Four of our directors are gender and ethnically diverse.

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Corporate Governance

Our Board Structure

Our Governance Philosophy

Our governance practices are designed to support our mission to make clean, resilient, reliable and affordable energy, and to support our ability to capitalize on the market opportunity arising from the global transition to resilient and clean energy and distributed generation. Our governance practices are designed to optimize success based on the nature of our technology and the market environment we face.

Our Bloom Energy Server is an innovative, new technology in a rapidly evolving area of the energy and utility industries, distributed generation. It takes time to integrate a new technology in a highly regulated industry. The energy industry has very long technology development and market adoption cycle times, which necessitates long-term planning and execution of a consistent strategy. In addition, the energy industry has many divergent companies involved in the ecosystem, exacerbating the length of the business cycle and pace of change. In addition, as a relatively newly public company with a disruptive product in an evolving industry that is subject to political and policy changes, we tend to experience short-term swings in our stock price that are unrelated to and do not necessarily reflect our long-term prospects and value.

The Board, after careful deliberations and in view of these business environment considerations, put in place our current governance structure to enable the management team to act with deliberation and to focus on delivering long-term value to stockholders and protect minority investors from the interests of potentially short-sighted investors who may seek to act opportunistically and not in the best interests of Bloom or stockholders generally or other stakeholders.

The following table highlights some of the key elements of our governance structure and explains how we believe they align with the long-term interests of our stockholders. As we value input from our stockholders, and recognizing that some of our stockholders may hold different views, we look forward to engaging on this topic as part of our robust and proactive stockholder engagement program (see “Stockholder Engagement” on page 37 for more information).

Provision	What this refers to	How this aligns with stockholder interests
Dual class capital structure	Two classes of common stock, with Class A having 1 vote per share and Class B having 10 votes per share	Provides an environment for the first five years post-initial public offering (“IPO”), at which point the dual class sunsets automatically, in which our founder and CEO, Mr. Sridhar, can focus his and the management team’s attention on our long-term strategy and driving value for stockholders
Classified board	Directors serve three-year terms, with one-third of the Board (instead of the entire Board) elected at each annual meeting	Provides stability and continuity, permitting directors to develop and share institutional knowledge and focus on the long term. Encourages stockholders to engage directly with the Board and the management team regarding significant corporate transactions
Supermajority voting	Voting standard for most items is majority of votes cast, but two-thirds of the outstanding shares are needed to approve a limited number of items in our Restated Certificate of Incorporation	Protects against a small group of stockholders acting to amend our governing documents or to remove directors for reasons that may not be in the best interests of all stockholders
Plurality voting to elect directors	Directors are elected by a plurality of votes cast (instead of a majority of votes cast), meaning the nominees with the most votes are elected	Avoids potential disruption to the Board and management team as a result of a “failed election” in which a nominee does not achieve the votes necessary to be elected
Stockholders cannot call special meetings or act by written consent	Stockholders can propose business at each annual meeting (per our advance notice bylaws and Rule 14a-8), but cannot call a stockholder vote in between annual meetings	Protects against potential abuse by a limited number of stockholders who could act to further short-term special interests and avoids unnecessary diversion of Board and management time from executing on our long-term strategy

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Corporate Governance

Director Independence

Under NYSE listing standards, a director will qualify as an “independent director” only if, the director does not have a disqualifying relationship and, in the opinion of that listed company’s board of directors, that director does not have a material relationship with the listed company, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

At least annually, the Nominating Committee receives a report on all commercial, consulting, legal, charitable or other business relationships that a director or the directors immediate family members have with Bloom and its subsidiaries. This report includes all ordinary course transactions with entities with which the directors are associated. In determining independence, the Nominating Committee considers transactions, if any, identified in the report discussed above that affect director independence, including any transactions in which the amounts reported may be above the threshold contained in the director independence requirements, and in which a director has a direct or indirect material interest. The Nominating Committee will make its assessment and discuss the report and its assessment with the full Board, which in turn makes its assessment.

In making its independence determination with respect to our non-employee directors other than General Powell, the Board considered the relationships that each non-employee director has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director as well as the long tenure of certain of the directors. The Board determined that Mr. Doerr and Mr. Sandell’s independence from management had not been diminished by their years of service and beneficial stock ownership.

With respect to the members of the Compensation Committee and Audit Committee, the Board considered the heightened independence requirements under the NYSE listing standards. With respect to Mr. Doerr, the Board considered his role as a General Partner of Kleiner Perkins, a venture capital firm that held shares in Bloom during 2020. As of December 31, 2020, Kleiner Perkins no longer holds any shares of our Class A or Class B common stock. With respect to Mr. Sandell, the Board considered his role as Managing General Partner at NEA, a global venture capital firm that controlled approximately 7.9% of our Class A common stock and Class B common stock on a combined basis as of December 31, 2020, and approximately 28.9% of the voting power as of December 31, 2020. Please see the section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” below for more information regarding the beneficial ownership of our common stock as of the Record Date and to the section entitled “Related Party Transactions” below for more information regarding the notes that were held by Kleiner Perkins and NEA during 2020. The Board also considered Mr. Immelt’s role as a venture partner at NEA. Unlike Mr. Sandell, Mr. Immelt does not have beneficial ownership of the securities held directly or indirectly by NEA, nor is he a member of NEA’s management. With respect to Messrs. Doerr and Sandell, the Board also considered the voting agreements by and between Mr. Sridhar, certain affiliates of Kleiner Perkins, and Mr. Sridhar and certain affiliates of NEA. The Board noted that as the voting agreements are revocable by the affiliates of NEA and Kleiner Perkins at any time without the consent of Mr. Sridhar and will terminate automatically upon the conversion of such stockholders’ Class B Common Stock into Class A Common Stock, that the independence of Mr. Doerr and Mr. Sandell was not impacted. Please see the section entitled “Voting Agreements” below for more information.

In addition, the Board considered that two of its members sit on the board of companies with which we do business and determined that these relationships were not significant enough to affect their independence.

Based on the information provided by each director concerning his or her background, employment and affiliations, and the report discussed above, the Board has determined that none of our non-employee directors has a material relationship with us, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that, with the exception of General Powell, each of our non-employee directors is “independent” as that term is defined under the listing standards of the NYSE and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Board also determined that all members of the Audit, Compensation and Nominating Committees are independent and also satisfy any committee specific independence requirements.

Mr. Sridhar is not independent due to his role as our CEO. General Powell is not independent under NYSE listing standards given the compensation he received from us in 2018 under a consulting agreement. We have a long-standing consulting relationship with General Powell under which he assists us with our selling and marketing efforts. Since 2019, the amount General Powell receives under the consulting agreement has not exceeded $119,000.

Board Leadership Structure

Our Corporate Governance Guidelines and the Bylaws do not require the separation of the offices of the Chairperson and the Chief Executive Officer. However, when the positions of Chairperson and the Chief Executive Officer are held by the same person, the independent directors will designate a lead independent director to a term of at least one year. We believe that the position of an empowered lead independent director has been structured to serve as an effective balance to a combined Chief Executive Officer/Board chairperson role. The lead independent director has authority over Board governance and operations and presides over regular executive sessions held by non-employee directors.

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Corporate Governance

KR Sridhar, our Founder and CEO, is also the Chairman of the Board. The Nominating Committee annually reviews and considers whether the Board’s leadership structure remains appropriate for us and makes recommendations regarding it to the Board. The Nominating Committee recommended Mr. Sridhar continue to serve as Chairman of the Board. The Board has carefully considered this recommendation and whether to separate the roles of Chairman and CEO, and has concluded that we and our stockholders are currently best served by having Mr. Sridhar perform both roles. As a founder of Bloom and our CEO for over 20 years, Mr. Sridhar is the director most familiar with our business and Mr. Sridhar’s direct involvement in our operations enables him to communicate knowledgeably, timely and openly with the rest of the Board regarding short- and long-term objectives, identification of strategic priorities and execution of these strategies. This helps the Board focus on important strategic objectives, yet also understands the challenges we face on a day-to-day basis. Combining the roles of CEO and Chairman of the Board also provides a clear chain of command and single point of accountability to execute our strategy and a unified public face of Bloom in its interactions with suppliers, partners, customers, and others, all of which is particularly valuable to a relatively new public company such as Bloom.

Lead Independent Director

The lead independent director is elected annually by the independent directors of the Board. Mr. Immelt currently serves as our lead independent director, and the independent directors selected him to replace Mr. Doerr in May 2020. Mr. Immelt brings governance expertise and operational and leadership experience having served as Chairman and CEO of GE for over 20 years. In addition, we believe Mr. Immelt brings a fresh perspective as our lead independent director having joined the Board in November 2019.

As lead independent director, Mr. Immelt:

•	presides over executive sessions of the Independent Directors;
•	approves the agenda and meeting schedules to assure there is sufficient time for discussion of all agenda items;
•	approves the information sent to the Board;
•	meets regularly with the Chairman;
•	serves as a liaison between the Chairman and the Independent Directors;
•	consults with the Chairman regarding information and approves information sent to the Board in connection with its meetings;
•	has the authority to call special meetings of the Board;
•	works with the Nominating Committee to guide the Board’s governance processes, including succession planning and the annual Board self–evaluation;
•	is available under appropriate circumstances for consultation and direct communication with major stockholders; and
•	performs such other functions and responsibilities as requested by the Board from time to time.

Information Regarding the Board and its Committees

The Board held ten meetings and acted two times by unanimous written consent during the fiscal year ended December 31, 2020. Additionally, from time to time between formal meetings, members of the Board may participate in update or status phone calls and briefings, which are not meetings of the Board and therefore not included in the total. Each director attended at least 75% of the aggregate number of Board meetings and meetings of committees on which he or she served during the portion of the last fiscal year for which he or she was a director or committee member. All members attended at least 90% of the aggregate number of Board and committee meetings.

It is our policy to encourage our directors to attend annual meetings of stockholders, and we expect that all directors will attend the 2021 Annual Meeting. In 2020, our meeting was held virtually due to heighted concerns around the COVID-19 pandemic. All of our directors attended our online virtual meeting in 2020.

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee. Only independent directors serve on the Board committees.

The Board has adopted written charters for each of its committees, and copies of the charters are available on our website at www.bloomenergy.com in the Corporate Governance section of our Investors page. Each of the committee charters is reviewed annually by the respective committee, which may recommend appropriate changes for approval by the Board.

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SEC Form DEF 14A filed by Bloom Energy Corporation