DEF 14A of Plug Power Inc
Filed Jun 9, 2025 · FY20240001104659-25-057632
How are votes withheld from director nominees, abstentions and broker non-votes treated?
How are votes withheld from director nominees, abstentions and broker non-votes treated? Votes withheld, abstentions and broker non-votes are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. For Proposal 1 (election of directors), withhold and broker non-votes will have no effect in determining the outcome of the election of directors. For Proposal 2 (Authorized Share Increase Proposal), Proposal 3 (Reverse Stock Split Proposal), Proposal 4 (Class Vote Amendment Proposal), and Proposal 5 (Officer Exculpation Amendment Proposal), abstentions and broker non-votes will count the same as votes cast against the proposal. For Proposal 6 (2021 Plan Amendment Proposal), Proposal 7 (approval of a non-binding, advisory vote regarding the compensation of the Company’s named executive officers), and Proposal 8 (ratification of appointment of the Company’s independent registered public accounting firm), abstentions and broker non-votes, if any, will have no effect on the outcome of these proposals.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
INFORMATION ABOUT OUR DIRECTORS
INFORMATION ABOUT OUR DIRECTORS The number of directors of the Company is presently fixed at nine (9), and the Board currently consists of nine (9) members. The Board of Directors is divided into three classes with three (3) directors in Class I, three (3) directors in Class II, and three (3) directors in Class III. Directors in Classes I, II and III serve for three-year terms with one class of directors being elected by the Company’s stockholders at each Annual Meeting of Stockholders. The Board has nominated each of Mark J. Bonney, Gregory L. Kenausis and George C. McNamee for election as a Class II Director. Mr. Bonney, Dr. Kenausis and Mr. McNamee are currently members of our Board and each has been nominated for re-election to serve as a Class II Director. Set forth below is certain information, as of the date of this proxy statement, regarding the director nominees and each person whose term of office as a director will continue after the Annual Meeting. The biography of each of the director nominees and directors below contains information regarding the relevant experiences, qualifications, attributes, or skills that caused the Corporate Governance and Nominating Committee and the Board to determine that the person should serve as a director.
Director Nominees for Class II Directors
Director Nominees for Class II Directors
Director Nominees for Class II Directors
| Mark J. Bonney | | | Age: 71 Director since 2023 Board Committees: Audit (Chair); Regulatory Affairs Class II Director: Continuing in Office until the 2025 Annual Meeting | Mark J. Bonney has been a director of the Company since 2023. Mr. Bonney currently serves as President and Chief Executive Officer of On Board Advisors, LLC, a financial and strategic advisory firm. Since July 2020, Mr. Bonney has served on the board of directors of Tile Shop Holdings, Inc., a publicly traded specialty retailer of tile products and accessories. Prior to that, he served on the board of directors of Zix Corporation, a then-publicly traded provider of cloud email security solutions, from January 2013 until its merger in December 2021. Mr. Bonney also previously served as a director of SeaChange International, Inc., a provider of end-to-end video delivery and management software solutions, from August 2017 through December 2019, including as Executive Chair and principal executive officer from April 2019 through October 2019, and Independent Chairman from October 2019 through December 2019. From May 2018 until its merger in April 2019, he served as President and Chief Executive Officer and a director of RhythmOne plc (previously known as Blinkx and also known as RhythmOne Group), an online publicly traded provider of multi-screen digital advertising, where he also served as the Interim Chief Financial Officer from February 2019 to April 2019. Prior to that, Mr. Bonney served as President and Chief Executive Officer of MRV Communications, Inc., a publicly traded supplier of network equipment to the telecommunications industry, from December 2014 until its sale in August 2017 and as a director of MRV Communications, Inc. from April 2013 to August 2017. Mr. Bonney previously served as a director of Sigma Designs, Inc., a |
Director Nominees for Class II Directors
| Mark J. Bonney | | provider of system-on-a-chip semiconductor solutions for smart homes, from August 2012 through August 2015; Executive Vice President and Chief Financial Officer of Direct Brands, Inc., a direct to consumer media company, from 2010 to 2012; vice president and general manager of the Authentication Solutions Group of JDS Uniphase Corporation (“JDSU”), an optical technologies and telecommunications firm, from 2008 to 2010; and as a director from 2003 until 2005, and Executive Vice President and Chief Financial Officer from 2005 to 2008, of American Bank Note Holographics, Inc., an optical security device company, which was acquired by JDSU. Mr. Bonney has also previously held executive roles with technology companies, including President, Chief Operating Officer and a director of Axsys Technologies, Inc., a manufacturer of components and subsystems for aerospace, defense, data storage, medical and other high technology applications, from 1999 to 2002, and Chief Financial Officer of Zygo Corporation, a manufacturer of components for semiconductor, data storage and industrial markets, from 1993 to 1999. Mr. Bonney holds a B.S. in Business from Central Connecticut State University and an M.B.A. from the University of Hartford. We believe Mr. Bonney’s qualifications to sit on our Board include his experience in finance, strategy, and executive leadership, having served various executive roles and as a director for several public companies. |
Director Nominees for Class II Directors
| Gregory L. Kenausis | | | Age: 55 Director since 2013 Board Committees: Audit; Compensation; Strategy and Financing Class II Director: Continuing in Office until the 2025 Annual Meeting | Gregory L. Kenausis has been a director of the Company since October 2013. Dr. Kenausis is the founding partner and since 2005 has been the Chief Investment Officer of Grand Haven Capital AG, an investment firm, where he is the head of research and trading activity and is responsible for managing the fund’s operations and structure. He also has worked extensively as a business consultant with a focus on business development and strategy, as well as valuation. Dr. Kenausis earned a B.S. in Chemical Engineering from Yale University and a Ph.D. in Biomedical/Medical Engineering from the University of Texas at Austin. We believe Dr. Kenausis’ qualifications to sit on our Board include his background and senior level experience in financial investments, business development and strategy, management and equity capital markets. |
Director Nominees for Class II Directors
| George C. McNamee | | | Age: 78 Director since 1997 Board Committees: Compensation; Regulatory Affairs; Strategy and Financing Class II Director: Continuing in Office until the 2025 Annual Meeting | George C. McNamee serves as Chairman of the Company’s Board of Directors and has served as such since 1997. He was previously Chairman of First Albany Companies Inc. and a Managing Partner of FA Tech Ventures, an information and energy technology venture capital firm. As an executive and director of numerous companies, Mr. McNamee has navigated technological change, rapid-growth, crisis management, team building and strategy. As a public company director, Mr. McNamee has led board special committees, chaired audit committees, chaired three boards and has been an active lead director. Mr. McNamee served on the board of directors of HyVia, the Company’s joint venture with Renault SAS, from July 2021 to October 2024. He also served on several public company boards, including the boards of Mechanical Technology Inc. and the Home Shopping Network. He has been an early stage investor, director and mentor for private companies that subsequently went public, including MapInfo (now Pitney Bowes), META Group (now Gartner Group) and iRobot Corporation, where he served as a director from 1999 to 2016 and as lead director for the last 11 of those years. In 2011, Mr. McNamee was the first history major awarded the Yale Science and Engineering Association Distinguished Service Award. He served as a NYSE director from 1999 to 2004 and chaired its foundation. In the aftermath of the 1987 stock market crash, he chaired the Group of Thirty Committee to reform the Clearance and Settlement System. Mr. McNamee has been active as a director or trustee of civic organizations, including The Albany Academies and Albany Medical Center whose Finance Committee he chaired for 12 years. He is also a director of several private companies, a Sterling Fellow of Yale University and a Trustee of The American Friends of Eton College. He conceived and co-authored a book on the Chicago Conspiracy Trial. He received his Bachelor of Arts degree from Yale University. We believe Mr. McNamee’s qualifications to sit on our Board include his experience serving on technology company boards, his background in investment banking, which has given him broad exposure to many financing and merger and acquisition issues, and experience with the financial sector and its regulatory bodies. |
Class I Directors
Class I Directors
Class I Directors
| Maureen O. Helmer | | | Age: 68 Director since 2004 Board Committees: Audit; Corporate Governance and | Maureen O. Helmer has been a director of the Company since 2004. Ms. Helmer worked at the law firm Barclay Damon, LLP until her retirement in 2021 as a senior member of the firm’s energy and telecommunications Regulatory Practice Area. Prior to joining Barclay Damon, LLP, Ms. Helmer was a member of Green & Seifter Attorneys, PLLC. From 2003 through 2006, she practiced as a partner in the law firm Couch White, LLP and then as a solo practitioner. |
Class I Directors
| Maureen O. Helmer | | | Nominating (Chair); Regulatory Affairs (Chair) Class I Director: Continuing in Office until the 2027 Annual Meeting | Ms. Helmer has advised international energy, telecommunications and industrial companies on policy and government affairs issues. In addition to serving as Chair of the New York State Public Service Commission (“PSC”) from 1998 to 2003, Ms. Helmer also served as Chair of the New York State Board on Electric Generation Siting and the Environment. Prior to her appointment as Chair, Ms. Helmer served as Commissioner of the PSC from 1997 until 1998 and was General Counsel to PSC from 1995 through 1997. From 1984 through 1995, Ms. Helmer held several positions in the New York Legislature, including Counsel to the Senate Energy Committee. She also served as a board member of the New York State Energy Research and Development Authority, the New York State Environmental Board and the New York State Disaster Preparedness Commission during her tenure as Chair of the PSC from 1996 to 2003. In addition, she was Vice Chair of the Electricity Committee of the National Association of Regulatory Utility Commissioners (“NARUC”) and a member of the NARUC Board of Directors. She was also appointed to serve as a member of the New York State Cyber-Security Task Force. She formerly served as a board member of the Center for Internet Security from 2012 to 2016, the Center for Economic Growth from 2008 to 2016, and New York Women in Communications and Energy from 1990 to 2016. Ms. Helmer earned a B.S. from the State University at Albany and a J.D. from the University of Buffalo Law School. She is admitted to practice law in New York. We believe Ms. Helmer’s qualifications to sit on our Board include her long history of experience with energy regulation, policy and government affairs, and advising energy and industrial companies. |
Class I Directors
| Kavita Mahtani | | | Age: 54 Director since 2022 Board Committees: Audit; Strategy and Financing Class I Director: Continuing in Office until the 2027 Annual Meeting | Kavita Mahtani has been a director of the Company since 2022. Ms. Mahtani is Chief Financial Officer of HSBC Bank plc. In this role, Ms. Mahtani is responsible for the financial operations of HSBC Bank plc and all of its entities and operations, overseeing the financial functions, including accounting, regulatory reporting, stress testing and capital management. Prior to joining HSBC, Ms. Mahtani served in several leadership roles during her 13-year tenure with Citigroup, Inc., including Managing Director — Global Head of Asset and Liability Management, Chief Financial Officer, Global Corporate and Investment Banking, and Managing Director — Global Head of Financial Planning and Analysis, among others. Ms. Mahtani has also held roles with Morgan Stanley and Merrill Lynch & Company, Inc. Ms. Mahtani holds a B.S. in Economics from the University of Pennsylvania, The Wharton School, and an M.B.A. from the University of Chicago’s Graduate School of Business. |
Class I Directors
| Kavita Mahtani | | We believe Ms. Mahtani’s qualifications to sit on our Board include extensive experience with growth strategies, merger and acquisition implementation, and leadership. |
Class I Directors
| Andrew J. Marsh | | | Age: 69 Director since 2008 Board Committees: None Class I Director: Continuing in Office until the 2027 Annual Meeting | Andrew J. Marsh has been serving as the Company’s Chief Executive Officer since April 2008 and has been our director since 2008. As Chief Executive Officer, Mr. Marsh plans and directs all aspects of the organization’s policies and objectives, and is focused on building a company that leverages Plug Power’s combination of technological expertise, talented people and focus on sales growth and profitability to continue the Company’s leadership stance in the future alternative energy economy. Mr. Marsh also serves on the board of directors of Gevo, Inc., a publicly traded renewable chemicals and advanced biofuels company. Previously, Mr. Marsh was a co-founder of Valere Power, where he served as chief executive officer and board member from the company’s inception in 2001, through its sale to Eltek ASA in 2007. Under his leadership, Valere grew into a profitable global operation with over 200 employees and $90 million in revenue derived from the sale of DC power products to the telecommunications sector. During Mr. Marsh’s tenure, Valere Power received many awards such as the Tech Titan award as the fastest growing technology company in the Dallas Fort Worth area and the Red Herring Top 100 Innovator Award. Prior to founding Valere, he spent almost 18 years with Lucent Bell Laboratories in a variety of sales and technical management positions. Mr. Marsh is a prominent voice leading the hydrogen and fuel cell industry. Nationally, he is the former Chairman of the Fuel Cell and Hydrogen Energy Association, and was a member of the Hydrogen and Fuel Cell Technical Advisory Committee (“HTAC”) within the Department of Energy’s Hydrogen Program, which was disbanded in January 2021. HTAC was responsible for providing advice to the Department of Energy regarding its hydrogen and fuel cell program goals, strategies, and activities. Internationally, Mr. Marsh represents Plug Power in its role as supporting members of the Hydrogen Council, a global initiative of leading energy, transport and industry companies with a united vision and long-term ambition for hydrogen to foster the energy transition. Mr. Marsh holds a B.S. in Electrical Engineering Technologies from Temple University, an M.S. in Electrical Engineering from Duke University and an M.B.A. from Southern Methodist University. We believe Mr. Marsh’s qualifications to sit on our Board include his extensive experience with the alternative energy industry, as well as his experience in management positions. |
Class III Directors
Class III Directors
Class III Directors
| Colin Angle | | | Age: 57 Director since 2024 Board Committees: Compensation; Strategy and Financing Class III Director: Continuing in Office until the 2026 Annual Meeting | Colin Angle has been a director of the Company since August 2024. Prior to joining the Board, Mr. Angle was chief executive officer of iRobot Corporation from June 1997 to January 2024, where he was a co-founder and served on the board from October 1992 to May 2024, including as chairman of the board from October 2008 to January 2024. Mr. Angle previously worked at the National Aeronautical and Space Administration’s Jet Propulsion Laboratory, where he participated in the design of the behavior controlled rovers that led to Sojourner exploring Mars in 1997. He is a director of Ixcela, Inc., a private biotech company that provides support and treatment for a variety of gut related diseases. Mr. Angle holds a B.S. in Electrical Engineering and an M.S. in Computer Science, both from the Massachusetts Institute of Technology. We believe Mr. Angle’s qualifications to sit on our Board include his extensive experience in management and director positions with similar companies, as well as his technical background and education. |
Class III Directors
| Patrick Joggerst | | | Age: 67 Director since 2023 Board Committees: Compensation; Corporate Governance and Nominating Class III Director: Continuing in Office until the 2026 Annual Meeting | Patrick Joggerst has been a director of the Company since July 2023. Mr. Joggerst is currently the founder and principal of J21 Consulting Group, a management consulting practice focusing on organization transformation and sales acceleration. From January 2018 until November 2021, Mr. Joggerst served as Chief Marketing Officer and Executive Vice President of Business Development at Ribbon Communications Inc., a publicly traded software, analytics and cloud solutions provider for communications services, which was created from the merger of Genband US LLC, a provider of carrier and enterprise network transformation and real-time communications solutions, and Sonus Networks, Inc., a publicly traded cloud-based communications distributor of mobile network operation and Microsoft solutions. Prior to his role with Ribbon Communications Inc., he served as an Executive Vice President of Global Sales and Marketing at GENBAND™ from January 2016 to December 2017 and as the Chief Marketing Officer and Executive Vice President from March 2015 to January 2016. Mr. Joggerst holds a B.S. in Foreign Service from Georgetown University, with a concentration in international commerce and finance. We believe Mr. Joggerst’s qualifications to sit on our Board include his more than 25 years of experience in various roles in the technology, software, marketing, and telecommunications sectors. |
Class III Directors
| Gary K. Willis | | | Age: 79 Director since 2003 Board Committees: Audit; Compensation (Chair); Corporate Governance and Nominating; Regulatory Affairs; Strategy and Financing Class III Director: Continuing in Office until the 2026 Annual Meeting | Gary K. Willis has been a director of the Company since 2003. Mr. Willis previously served as the President from February 1992 to 1999 and the Chief Executive Officer from 1993 to 1999 of the Zygo Corporation. Mr. Willis served as a director of Zygo Corporation from 1992 to November 2000, including as Chairman of the board from 1998 to 2000. Mr. Willis also served as a director of Zygo Corporation from 2004 to 2014. Zygo Corporation, which was acquired in 2014 by Ametek, Inc., was a provider of metrology, optics, optical assembly, and systems solutions to the semiconductor, optical manufacturing, and industrial/automotive markets. Prior to joining Zygo Corporation, Mr. Willis served as the President and Chief Executive Officer of The Foxboro Company, a manufacturer of process control instruments and systems. Mr. Willis holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute. We believe Mr. Willis’ qualifications to sit on our Board include his extensive experience in management and director positions with similar companies, as well as his educational background in mechanical engineering. |
Class III Directors
The Board of Directors has determined that Messes. Helmer and Mahtani, Dr. Kenausis and Messrs. Bonney, McNamee, Joggerst, Angle and Willis are independent directors as defined in Rule 5605(a)(2) under the Marketplace Rules of the National Association of Securities Dealers, Inc. (the “Nasdaq Rules”).
Director Compensation
Director Compensation The Compensation Committee periodically reviews the Company’s Non-Employee Director Compensation Plan (the “Director Compensation Plan”) to ensure that the compensation paid to non-employee directors aligns the directors’ interests with the long-term interests of the stockholders and that the structure of the compensation is simple, transparent, and easy for stockholders to understand. The Compensation Committee also considers whether the Director Compensation Plan fairly compensates the Company’s directors when considering the workload and commitment required in a company of the size, scope and complexity of Plug Power, and considers general market compensation levels for directors to determine whether our director compensation is reasonable and competitive to attract highly qualified and talented individuals to serve on our Board. Employee directors do not receive additional compensation for their services as directors. The Company reimburses all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof. Pursuant to the Director Compensation Plan, upon initial election or appointment to the Board, each non-employee director receives an initial, one-time award of a non-qualified stock option to purchase a number of shares equal to $225,000 divided by the closing price of our common stock on the grant date, with an exercise price equal to the fair market value of our common stock on the grant date, that vests in full on the first anniversary of the grant date, subject to continued service through such date. The initial award expires ten (10) years from the grant date. Notwithstanding the foregoing, all shares of our common stock subject to such non-qualified stock option will become fully vested and exercisable, subject to the non-employee director’s continued service relationship through the consummation of a “Sale Event,” as defined in the 2021 Plan, immediately prior to the consummation of such Sale Event. In addition, pursuant to the Director Compensation Plan, each year of a non-employee director’s tenure, a director (other than any director receiving an initial award upon initial election or appointment to the Board) receives an equity grant comprised of (i) a non-qualified stock option to purchase a number of shares equal to $112,500 divided by the closing price of our common stock on the date of the grant and (ii) a number of shares of restricted common stock equal to $112,500 divided by the closing price of our common stock on the grant date. The stock option portion of the grant expires ten (10) years from the grant date and has an exercise price equal to the fair market value of our common stock on the grant date. The annual stock option and restricted common stock awards vest in full upon the earlier of the first anniversary of the grant date or the date of the next annual meeting which is at least fifty (50) weeks after the immediately preceding year’s annual meeting, subject to continued service through such date. Notwithstanding the foregoing, all such shares of restricted common stock and stock options will become fully vested, subject to the non-employee director’s continued service relationship through the consummation of a Sale Event, immediately prior to the consummation of such Sale Event. During the fiscal year ended December 31, 2024, the Chairman of the Board received a $125,000 annual retainer for service as Chairman of the Board, other Board members received a $60,000 annual retainer for service on the Board and committee members received annual retainers for their service on committees of the Board in accordance with the following table:
Director Compensation
| Committees | Chair ($) | Member ($) | | Audit Committee | 25,000 | 20,000 | | Compensation Committee | 20,000 | 10,000 | | Corporate Governance and Nominating Committee | 15,000 | 10,000 | | Strategy and Financing Committee (formerly Merger & Acquisition / Strategy Committee) | 15,000 | 10,000 | | Regulatory Affairs Committee | 15,000 | 10,000 |
Director Compensation
The total amount of the annual retainer is paid in a combination of 50% cash and 50% in shares of the Company’s common stock, provided that directors may elect to receive a greater portion (up to 100%) of the total retainer in common stock. At the discretion of the Compensation Committee, directors may elect to receive up to 80% of their annual retainer in cash. All common stock issued for the annual retainers is fully vested at the time of issuance and is valued at its fair market value on the date of issuance.
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The following table shows the compensation received or earned by each of our non-employee directors in the fiscal year ended December 31, 2024. Mr. Marsh, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Mr. Marsh, as an employee, is presented in “Executive Compensation — 2024 Summary Compensation Table” below.
Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash(1)($) | Stock Awards(2)($) | Option Awards(3)($) | All Other Compensation($) | Total($) | | Colin Angle(4) | 25,576 | — | 167,987 | — | 193,563 | | Mark J. Bonney(5) | 95,000 | 112,500 | 82,599 | — | 290,099 | | Maureen O. Helmer | 110,000 | 112,500 | 82,599 | — | 305,099 | | Patrick Joggerst | 80,000 | 112,500 | 82,599 | — | 275,099 | | Gregory L. Kenausis | 105,004 | 112,500 | 82,599 | — | 300,103 | | Kavita Mahtani | 90,000 | 112,500 | 82,599 | — | 285,099 | | George C. McNamee(6) | 205,000 | 112,500 | 82,599 | — | 400,099 | | Kyungyeol Song(7) | — | — | — | — | — | | Gary K. Willis | 130,000 | 112,500 | 82,599 | — | 325,099 |
Non-Employee Director Compensation Table
Each of the following non-employee directors elected to receive all or a portion of their annual retainers in common stock in lieu of cash in the following amounts: Colin Angle ($12,788), Mark J. Bonney ($95,000), Maureen O. Helmer ($110,000), Patrick Joggerst ($80,000), Gregory L. Kenausis ($78,752), Kavita Mahtani ($90,000), George C. McNamee ($128,126), and Gary K. Willis ($130,000). This column represents the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting. Fair value is calculated using the closing price of our common stock on the date of grant. Stock awards granted to directors as part of their annual retainer are fully vested upon grant and annual restricted stock awards made to directors vest in full on the first anniversary of the grant date. For additional information on stock awards, refer to Note 21 of the Company’s consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2024. These amounts reflect the Company’s accounting expense for these awards, and do not necessarily correspond to the actual value that will be recognized by the non-employee directors. As of December 31, 2024, the following non-employee directors each held 37,375 shares of restricted stock: Maureen O Helmer, Gregory L. Kenausis, Kavita Mahtani, George C. McNamee, Mark J. Bonney, Patrick Joggerst and Gary K. Willis. Colin Angle did not hold any shares of restricted stock as of December 31, 2024. (3) This column represents the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting. For additional information on the valuation assumptions with respect to option awards, refer to Note 21 of the Company’s consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2024. These amounts reflect the Company’s accounting expense for these awards, and do not necessarily correspond to the actual value that will be recognized by the non-employee directors. As of December 31, 2024, the following non-employee directors held options to purchase the following number of shares of common stock: Colin Angle (101,810), Mark J. Bonney (57,923), Maureen O. Helmer (100,658), Patrick Joggerst (57,923), Gregory L. Kenausis (140,658), Kavita Mahtani (65,044), George C. McNamee (149,622), and Gary K. Willis (219,622). (4) Fees earned in cash by Mr. Bonney were paid to On Board Advisors, LLC, Mr. Bonney’s consulting firm. (5) Effective August 16, 2024, Mr. Angle was appointed to the Board. (6) In addition to compensation for his services as a director of the Company, George C. McNamee received $12,500 per quarter for his services on the board of directors of HyVia, which is the Company’s joint venture with Renault SAS. (7) Effective August 2, 2024, Mr. Song resigned from the Board.
Executive Summary
| Compensation Element | Purpose | Features | | Base salary | To attract and retain experienced and highly skilled executives. | Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and competitive market data. Following a period of no base salary increases since 2021, the incumbent named executive officers’ base salaries were adjusted to reflect current competitive market levels. | | Annual cash bonus | To promote and reward the achievement of key short-term strategic and business goals of the Company; to motivate and attract executives. | Variable component of pay based on annual business and operating quantitative and qualitative goals. We set rigorous goals and the 2024 bonus was earned 0% for all named executive officers other than Messrs. Middleton and Fullerton, whose 2024 target bonuses were guaranteed in connection with their respective new employment arrangements. |
Executive Summary
| Compensation Element | Purpose | Features | | Long-term equity incentive compensation | To encourage executives and other employees to focus on long-term Company performance; to drive long-term stockholder value; to promote retention; to reward outstanding Company and individual performance. | Subject to multi-year vesting based on performance goals and/or continued service. For 2024, the named executive officers received annual long-term equity awards entirely in the form of stock options: 50% of the award consisted of performance-based stock options (“PSOs”) with a rigorous price-vesting hurdle and the remaining 50% consisted of time-based stock options. As of December 31, 2024, no portion of the PSOs had been earned as the stock price hurdle of $7.50 per share had not been achieved by April 30, 2025. However, in light of market conditions and other factors impacting the Company’s stock price performance and to incentivize retention, on April 21, 2025, the Compensation Committee waived the stock price hurdle for the PSOs issued to Messrs. Marsh, Fullerton and Conway such that 100% of the PSOs held by them are now subject only to time-based vesting requirements. | | Relocation Payment | To reduce an executive’s personal financial burden in connection with a relocation at the Company’s request. | Mr. Shrestha received a relocation payment of $575,000 that he would have been required to repay in full if he failed to relocate to within 30 miles of Latham, New York by December 31, 2024. Mr. Shrestha completed the relocation before December 31, 2024. | | Retention Awards | To retain key executives during a critical period. Note: Our CEO, Mr. Marsh, did not participate in the retention award program. | Messrs. Middleton and Conway each received a retention award with a total value of $440,000. The retention award was paid 25% in cash and 75% in the form of restricted stock, vesting in equal installments over a 1-year service period. The restricted stock portion |
Setting Executive Compensation
Setting Executive Compensation The Compensation Committee is responsible for reviewing, and recommending to the Board for approval, the compensation of our executive officers, including our named executive officers. The Compensation Committee is composed entirely of non-employee directors who are “independent” as that term is defined in the applicable Nasdaq Rules. In making its recommendations regarding executive compensation, our Compensation Committee annually reviews the performance of our executives with our Chief Executive Officer, and our Chief Executive Officer makes recommendations to our Compensation Committee with respect to the appropriate base salary, annual incentive bonuses and performance measures, and grants of long-term equity incentive awards for each of our executives (other than himself). The Chairman of the Compensation Committee makes recommendations to the Compensation Committee with respect to the Chief Executive Officer’s compensation. In setting executive base salaries and annual cash bonuses and granting equity incentive awards, the Compensation Committee and the Board consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, and our desire to motivate our executives to achieve short and long-term results that are in the best interests of our stockholders.
Independent Compensation Consultant
Independent Compensation Consultant For purposes of evaluating 2024 compensation for each of our named executive officers, our Compensation Committee retained FW Cook as its independent compensation consultant. FW Cook has not performed services for the Company other than consulting services related to the compensation and benefits of our executives and non-employee directors. FW Cook assisted the Compensation Committee in the development of comparator groups and provided their market analysis of the various components of compensation for the named executive officer positions, including base salary, annual cash bonus and equity compensation. Our Compensation Committee has analyzed whether the work of FW Cook raised any conflict of interest, taking into account relevant factors in accordance with SEC guidelines and Nasdaq Rules. Based on its analysis, our Compensation Committee determined that the engagement of FW Cook does not create any conflict of interest pursuant to the SEC guidelines and Nasdaq Rules.
Comparator Group Selection and Market Data
Comparator Group Selection and Market Data We operate in a highly specialized niche industry - the core of our business is the hydrogen molecule and, as a hydrogen supply chain company, we must attract and retain manufacturing and service technicians, engineers, scientists, innovators, and business leaders who have the passion and expertise to run our business. Developing a peer group for the Company for compensation comparison purposes is challenging because there are few pure green hydrogen peer companies that are publicly-traded, stand-alone, U.S.-based, and size-appropriate. Furthermore, due to the nature of our business, we also compete for executive talent with companies outside our peer group, including public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater compensation potential. Our talent competitors run the spectrum from market leading alternative technology companies, to deep pocketed legacy fossil fuel companies who are now embracing hydrogen, to the next generation of ambitious startups with the potential to be green unicorns who can offer lucrative incentive compensation packages. In light of the foregoing, the Compensation Committee recognizes that it is not possible to create a “perfect” peer group for Plug Power and determined to minimize the substantial investment of time and resources required for developing a traditional compensation peer group. Instead, the Compensation Committee attempted to obtain a general sense of competitive market pay by assessing compensation levels within the following limited sample set of renewable energy companies:
Comparator Group Selection and Market Data
| Bloom Energy (BE) | First Solar (FSLR) | SunPower (SPWR) | | Chart Industries (GTLS) | FuelCell Energy (FCEL) | Sunrun (RUN) | | Enphase Energy (ENPH) | SolarEdge Tech. (SEDG) | Wolfspeed (WOLF) |
Comparator Group Selection and Market Data
The Compensation Committee considered each executive’s level and job performance, their duties and responsibilities at the Company compared to the duties and responsibilities of executive officers in similar positions at the comparator group companies, and other circumstances unique to the Company, and evaluated whether the compensation elements and levels provided to our executives were generally appropriate relative to their responsibilities at the Company and compensation elements and levels provided to their counterparts in the comparator group or within survey data. The Compensation Committee considered both objective and subjective criteria to evaluate Company and individual performance and the competitive landscape, which allowed it to exercise informed judgment and not rely solely on rigid benchmarks. Accordingly, the Compensation Committee did not formulaically tie compensation decisions to any particular percentile level of total compensation paid to executives at a comparator group or survey data.
Our Executive Compensation Program
Base salaries reflect the base salary rate in effect as of year-end. Mr. Shrestha’s base salary was initially increased to $440,000 (effective as of May 9, 2024) and subsequently increased to $500,000 (effective as of November 7, 2024) in connection with his promotion to President. (3) Mr. Middleton’s base salary was initially increased to $440,000 (effective as of May 9, 2024) and subsequently increased to $600,000 (effective as of November 19, 2024) in connection with entering into a new employment agreement. 2024 Annual Cash Bonuses Annual bonuses for 2024 were based upon Company performance as measured against pre-established performance goals, including financial measures and the achievement of strategic objectives. The primary objective of the annual bonus program is to motivate and reward our executive officers for meeting financial, operational and strategic performance goals that drive the long-term success of our business. The Compensation Committee determined the 2024 annual cash bonus awards for the named executive officers using the following framework: For 2024, the target bonus opportunity for each named executive officer was 100% of base salary, the threshold was 50% of base salary, and the maximum for stretch performance was 150% of base salary. For 2024, the Compensation Committee selected the following metrics for the annual bonus plan: Gross Margin, Cash Usage, Revenue, Bookings, Inventory, and Plan Construction and Investment. Cash Usage is defined as the change in unrestricted cash less any cash proceeds from equity offerings of the Company. Inventory is defined as the ending inventory balance at December 31, 2024, plus inventory write-downs during 2024. The Compensation Committee selected these metrics to provide a clear link between the annual bonus opportunity and underlying financial and operating performance. As the metrics are intended to focus on the fundamentals of annual business performance, adjustments are made for items that are not indicative of core performance. The purpose of these adjustments is to ensure that the measurement of performance reflects factors that management can directly control and that payout levels are not artificially inflated or impaired by factors unrelated to the core operation of the business. Accordingly, the calculation of one or more of these metrics for compensatory purposes may differ from the calculation for external financial reporting purposes. The 2024 Company goals established by the Compensation Committee for each metric, the relative weightings assigned to each metric, and the actual performance against these goals for 2024 are set forth below. In comparison to 2023, (i) a target range was used for several metrics to address challenges associated with setting performance goals with precision and to avoid unintended windfalls and shortfalls in actual payouts, and (ii) the stretch payout opportunity was reduced from 200% to 150% of target.
Our Executive Compensation Program
| | Weight | Threshold | Target | Stretch | Actual Performance | Weighted Performance % | | Payout % | | 50% | 100% | 150% | 0% | 0% | | Gross Margin in Q4 | 20% | -5% | 0% | 5% | -122% | 0% | | Cash Usage | 20% | $750 Million | $725 Million – $675 Million | $650 Million | $977 million | 0% | | Revenue | 15% | $900 Million | $950 Million – $1.05 Billion | $1.1 Billion | $629 million | 0% | | Bookings | 15% | $800 Million | $1.05 Billion – $1.3 Billion | $1.5 Billion | $408 million | 0% | | Inventory | 10% | $800 Million | $750 Million – $675 Million | $650 Million | $855 million | 0% | | Plant Construction and Investment | 20% | The goals were established at levels that were challenging to achieve; the threshold, target and maximum levels are not specifically disclosed because it can provide insight to competitors about Plug’s capex and expansion plans thus creating significant competitive harm to the Company. | | | | 0% |
Earned Payout as a Percentage of Target: 0%
Earned Payout as a Percentage of Target: 0% Based on the above, the final payout level for the 2024 annual bonus for all the named executive officers was 0%.
Earned Payout as a Percentage of Target: 0%
| Name | 2024 Target Bonus ($) | 2024 Financial Performance Achievement (%) | 2024 Actual Bonus Payment ($) | | Andrew J. Marsh | 800,000 | 0% | $0 | | Sanjay K. Shrestha | 500,000 | 0% | $0 | | Paul B. Middleton(1) | 600,000 | — | $600,000(1) | | Dean C. Fullerton(2) | 550,000 | — | $550,000(2) | | Gerard L. Conway, Jr. | 440,000 | 0% | $0 |
Earned Payout as a Percentage of Target: 0%
(1) Mr. Middleton’s 2024 target bonus was guaranteed pursuant to his employment agreement. (2) Mr. Fullerton’s 2024 target bonus was guaranteed pursuant to his employment agreement. 2024 Long-Term Equity Incentive Compensation In 2024, we granted annual long-term equity incentive awards to the named executive officers in the form of PSOs (weighted 50%) and time-based stock options (weighted 50%) to achieve the following three core objectives: • Incentivize and retain Plug’s senior leadership team; • Adhere to Plug’s pay-for-performance compensation philosophy; and • Align with Plug’s stockholders’ interests. The stock options have an exercise price per share equal to the closing price of the common stock on the date of grant. At the time of grant, the PSOs were only eligible to be earned and vest if a stock price hurdle of $7.50 (based on the daily volume weighted average price of the Company’s common stock during any 30 consecutive trading day period during the performance period) was achieved on or before April 30, 2025. As described below, on April 21, 2025, the Committee determined to waive the stock price hurdle for the PSOs issued to Messrs. Marsh, Fullerton and Conway such that 100% of the PSOs held by them are now subject only to time-based vesting requirements. The time-based stock options and the PSOs (to the extent earned) vest in three equal annual installments following the grant date. All stock options granted in 2024 were underwater as of April 30, 2025. The number of shares underlying the stock option awards granted to each named executive officer in 2024 is set forth below:
Earned Payout as a Percentage of Target: 0%
| Name | Number of Shares Underlying PSOs (#)(1) | Number of Shares Underlying Time-Based Stock Options (#)(1) | | Andrew J. Marsh | 750,000 | 750,000 | | Sanjay K. Shrestha | 375,000 | 375,000 | | Paul B. Middleton | 375,000 | 375,000 | | Dean C. Fullerton(2) | 500,000 | 500,000 | | Gerard L. Conway, Jr. | 375,000 | 375,000 |
Earned Payout as a Percentage of Target: 0%
(1) Stock options granted to named executive officers other than Mr. Fullerton were granted on April 26, 2024 and have an exercise price of $2.41, the closing price of the Company’s common stock on the Nasdaq Capital Market on April 26, 2024. (2) Mr. Fullerton’s options were granted in connection with his hire and have an exercise price of $2.47, the closing price of the Company’s common stock on the Nasdaq Capital Market on July 31, 2024. As of December 31, 2024, the PSOs had not been earned and on April 21, 2025, in light of market conditions and other factors impacting the Company’s stock price performance and to incentivize retention, the Compensation Committee waived the performance-based vesting requirements for the PSOs issued to Messrs. Marsh, Fullerton and Conway so that the PSOs issued to them remain subject to only time-based vesting requirements. There were no changes to the exercise price of the PSOs. The PSOs granted to Messrs. Shrestha and Middleton were not earned and were forfeited in their entirety. Retention Awards for Messrs. Middleton and Conway On May 9, 2024, the Compensation Committee approved retention awards for certain key employees, including certain of the Company’s named executive officers, to enable the Company to retain and motivate such key employees during a critical period. Messrs. Middleton and Conway each received a retention award with a total value of $440,000. The retention awards were paid 25% in cash and 75% in the form of restricted stock. The restricted stock portion of the retention awards was issued on May 9, 2024 and each of Messrs. Middleton and Conway received 119,134 restricted shares of common stock. The retention restricted stock award was subject to the following vesting schedule: 25% upon grant, 25% 90 days after grant, 25% 180 days after grant, and 25% 360 days after grant. Special Awards for Mr. Shrestha On April 26, 2024, Mr. Shrestha received a $100,000 special bonus as recognition for his past contributions to the Company. On May 9, 2024, the Compensation Committee approved a relocation and retention award for Mr. Shrestha pursuant to a relocation and retention agreement with the Company (the “Relocation and Retention Agreement”). Pursuant to the Relocation and Retention Agreement, (i) in consideration of Mr. Shrestha’s relocation of his primary residence to within 30 miles of the Company’s headquarters in Latham, New York no later than December 31, 2024, the Company paid Mr. Shrestha a one-time, contingent relocation payment of $575,000 that he would have been required to repay in full if he failed to relocate to within 30 miles of Latham, New York by December 31, 2024; and (ii) in order to promote Mr. Shrestha’s continued employment and dedication to the Company, Mr. Shrestha received a retention payment of $575,000 (the “Retention Payment”) that is subject to repayment in full or in part if Mr. Shrestha either voluntarily terminates employment without good reason or is involuntarily terminated for cause before May 10, 2028 as set forth in the table below:
Earned Payout as a Percentage of Target: 0%
| Employment Termination Date | Percentage Subject to Repayment | | Prior to May 10, 2025 | 100% | | Prior to May 10, 2026 | 75% | | Prior to May 10, 2027 | 50% | | Prior to May 10, 2028 | 25% |
Earned Payout as a Percentage of Target: 0%
Special Awards Pursuant to New Employment Agreements In connection with Mr. Fullerton’s acceptance of our offer to serve as the Company’s Chief Operating Officer, Mr. Fullerton received a one-time signing bonus of $275,000, which is subject to repayment in full or part if he resigns from his position, or his employment is terminated for cause or for a reason other than reduction in force before the second anniversary of his start date. If he is employed with the Company for one (1) year or less, he is required to repay the full amount of the signing bonus. If he is employed with the Company for more than one (1) year but less than two (2) years, he is required to repay a prorated portion of the signing bonus. In connection with Mr. Middleton’s entry into a new employment agreement and agreement to continue to serve as the Company’s Chief Financial Officer, Mr. Middleton received a retention award of 1,302,084 restricted shares of common stock, which vests in three equal annual installments on the first, second and third anniversaries of the grant date. Additionally, Messrs. Fullerton and Middleton’s 2024 target bonuses were guaranteed pursuant to their respective employment agreements. Employment Arrangements The named executive officers are party to employment agreements with the Company that provide for severance benefits upon certain qualifying terminations of employment with the Company. The Compensation Committee considers these severance benefits to be an important part of the executive compensation program and consistent with competitive market practice. Consistent with market practices, the employment agreements do not include change in control-related tax gross-ups. In addition, the award agreements for the stock options granted in 2024 provide for potential accelerated vesting in connection with a change in control transaction. Additional information regarding the employment arrangements with each of our named executive officers, including a quantification of benefits that would have been received by each named executive officer had his employment terminated on December 31, 2024, is provided under “Employment Arrangements” and “Potential Payments upon Termination or Change in Control” below. Broad-Based Benefits All full-time employees, including our named executive officers, are eligible to participate in our health and welfare benefit programs, including medical, dental, and vision care coverage, disability insurance and life insurance, and our 401(k) plan on the same basis as other employees. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make them more efficient and effective, and for recruitment and retention purposes. Relationship of Executive Compensation to Risk The Compensation Committee considers whether the design of the Company’s executive compensation program encourages senior executives to engage in excessive risk-taking. The Compensation Committee reviews the overall program design, as well as the balance between short-term and long-term compensation, the metrics used to measure performance and the award opportunity under the Company’s incentive compensation program, and the implementation of other administrative features designed to mitigate risk such as vesting requirements, stock ownership guidelines and our clawback policy, each as described in this Compensation Discussion and Analysis. Based on its review, the Compensation Committee believes that the Company’s executive compensation program is aligned to the interests of stockholders, appropriately rewards pay for performance, and does not promote unnecessary or excessive risk. Stock Ownership Guidelines The Company believes it is important for directors and officers to hold Company stock. To that end, the Board has adopted stock ownership guidelines for directors and officers and these guidelines are also considered when granting long-term equity incentive awards to executives. The ownership guidelines provide a target level of Company equity holdings with which directors and officers are expected to comply by the earlier of the five-year anniversary of the date of his or her appointment as a director or officer and the five-year anniversary of the effective date of the stock ownership guidelines. The target stock holdings are determined as a multiple of the director or officer’s base director’s fee or base salary, as applicable, as follows: 5x for all directors and the Chief Executive Officer, 3x for the other named executive officers, and 1x for other Section 16 officers and other vice presidents/officers, and then converted to a fixed number of shares using a 200-day average stock price. The following shares are included in determining compliance with the stock ownership guidelines: (i) shares owned outright by the director or officer or his or her immediate family members residing in the same household; (ii) shares held in the Plug Power Inc. Savings and Retirement Plan; (iii) shares purchased pursuant to the Plug Power Inc. Employee Stock Purchase Plan; (iv) restricted stock issued as part of an executive’s annual or other bonus (whether or not vested); (v) shares acquired upon the exercise of employee stock options; (vi) shares held in trust; and (vii) in the case of a director, shares held by a corporation controlled by that director. As of December 31, 2024, all non-employee directors who have served on the Board for at least five years and officers subject to the stock ownership guidelines, other than Mr. Shrestha, were in compliance with the stock ownership requirements. Prohibition Against Hedging and Pledging The Company’s Insider Trading Policy, among other things, prohibits any director, officer, employee or other covered person of the Company from (i) engaging in short sales of the Company’s securities and from trading in puts, calls or options in respect of the Company’s securities; (ii) buying or selling puts, calls or other derivative securities of the Company or engaging in any other hedging transactions with respect to the Company’s securities; (iii) purchasing any securities of the Company with money borrowed from a bank, brokerage firm or other person for the purpose of purchasing securities or using the Company’s securities as collateral in a margin account; (iv) pledging Company securities as collateral for a loan (or modifying an existing pledge); or (v) donating or making any other transfer of Company securities without consideration when the donating employee, director, or executive officer is not permitted to trade, unless the donee agrees not to sell the shares until the donating employee, director, or executive officer is permitted to sell. Clawback Policy
Earned Payout as a Percentage of Target: 0%
On November 30, 2023, the Company adopted an updated Compensation Recovery Policy, effective as of October 2, 2023 (the “Clawback Policy”), to comply with applicable Nasdaq Rules. The Clawback Policy provides that if the Company is required to prepare an accounting restatement due to its material non-compliance with any financial reporting requirement, the Company must reasonably promptly recover (subject to certain limited exceptions described in the Clawback Policy and as permitted by the final clawback rules) any cash or equity incentive compensation received by any current or former executive officer during the three fiscal years preceding the date the Company is required to restate its financial statements that is in excess of the amount that would have been received based on the restated financial statements. The recovery of such compensation applies regardless of whether a covered executive engaged in misconduct or otherwise caused or contributed to the requirement to prepare an accounting restatement. The foregoing summary of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy, a copy of which can be found as Exhibit 97 to the Form 10-K for the fiscal year ended December 31, 2024.
Tax and Accounting Considerations
Tax and Accounting Considerations Deductibility of Executive Compensation The Compensation Committee considered the deductibility of compensation for federal income tax purposes in the design of the Company’s compensation programs. While the Company generally seeks to maintain the deductibility of the incentive compensation paid to its executive officers, the Compensation Committee retains the flexibility necessary to provide cash and equity compensation in line with competitive practices, its compensation philosophy and the best interests of stockholders, even if these amounts are not fully tax deductible. Taxation of “Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits, and that the Company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officer, or director with a “gross-up” or other reimbursement payment for any tax liability that the executive officer or director might owe as a result of the application of Sections 280G or 4999 of the Code. Section 409A of the Code Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not currently maintain a nonqualified deferred compensation plan, Section 409A of the Code may apply to certain severance arrangements, bonus arrangements and equity awards. We aim to structure all our severance arrangements, bonus arrangements and equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not possible, to comply with the applicable requirements of Section 409A of the Code. Accounting for Stock-Based Compensation We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based awards made to our employees and non-employee members of our Board, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive and director compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years indicated for each of our named executive officers:
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Andrew J. Marsh | | | | | | | | | | Chief Executive Officer | 2024 | 783,654 | — | — | 1,612,500 | — | 23,925(3) | 2,240,079 | | | 2023 | 750,000 | — | — | 6,485,000 | — | 17,805 | 7,252,805 | | | 2022 | 750,000 | | — | — | — | 16,555 | 766,555 | | Sanjay K. Shrestha | | | | | | | | | | President | 2024 | 435,462 | 1,250,000(4) | — | 806,250 | — | 19,182(3) | 2,510,894 | | | 2023 | 400,000 | — | — | 3,242,500 | — | 17,805 | 3,660,305 | | | 2022 | 400,000 | — | — | — | — | 16,555 | 416,555 | | Paul B. Middleton | | | | | | | | | | Chief Financial Officer, Chief Accounting Officer and Executive Vice President | 2024 | 444,770 | 710,000(5) | 2,830,002 | 806,250 | — | 20,862(3) | 4,811,884 | | | 2023 | 400,000 | — | — | 3,242,500 | — | 17,805 | 3,660,305 | | | 2022 | 400,000 | — | — | — | — | 16,555 | 416,555 | | Dean C. Fullerton | | | | | | | | | | Chief Operating Officer | 2024 | 232,693(6) | 825,000(7) | — | 965,000 | — | 1,582 | 2,024,275 | | Gerard L. Conway, Jr. | | | | | | | | | | General Counsel, Corporate Secretary and Executive Vice President | 2024 | 426,923 | 110,000(8) | 330,001 | 806,250 | — | 22,794(3) | 1,695,968 | | | 2023 | 400,000 | 150,000 | — | 3,242,500 | — | 17,805 | 3,810,305 | | | 2022 | 400,000 | — | — | — | — | 16,555 | 416,555 |
2024 Summary Compensation Table
(1) The amounts reported in this column represent the aggregate grant date fair value of restricted stock and option awards computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting. For additional information on the valuation assumptions with respect to restricted stock and option awards, refer to Note 21 of the Company’s consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2024. The values reported for the PSOs represent the grant date fair values of such PSOs based on a Monte Carlo valuation, which equates to the maximum value. (2) No bonuses were earned by executives under our annual cash incentive plan in any of the years presented in the table. For more information on the 2024 annual cash incentive plan, see the description of the annual cash incentive bonus plan under “2024 Annual Cash Bonuses” above. (3) Represents the Company’s matching contributions on behalf of each of the named executive officers (other than for Mr. Fullerton) to the Plug Power 401(k) savings plan and Company contributions for group term life insurance for each of the named executive officers for the fiscal year ended December 31, 2024. Represents (i) a special bonus of $100,000, (ii) a one-time, contingent relocation payment of $575,000 that Mr. Shrestha would have been required to repay in full if he failed to relocate to within 30 miles of Latham, New York by December 31, 2024, and (iii) a retention payment of $575,000, which is subject to repayment in full or in part if Mr. Shrestha either voluntarily terminates employment without good reason or is involuntarily terminated for cause before May 10, 2028. For more information regarding these bonuses, see the description of the bonuses under “Special Awards for Mr. Shrestha” above. Represents (i) a retention bonus of $110,000 and (ii) a guaranteed annual bonus for 2024 equal to Mr. Middleton’s target bonus pursuant to the terms of his employment agreement with the Company. For more information regarding these bonuses, see the description of the bonuses under “Retention Awards for Messrs. Middleton and Conway” and “Special Awards Pursuant to New Employment Agreements” above. (6) Mr. Fullerton commenced his employment with the Company in August 2024 and the amount reported represents the base salary actually paid to Mr. Fullerton in 2024. Mr. Fullerton’s annual base salary for 2024 was $550,000. (7) Represents (i) a signing bonus of $275,000 and (ii) a guaranteed annual bonus for 2024 equal to Mr. Fullerton’s target bonus, in each case pursuant to the terms of Mr. Fullerton’s Employment Agreement with the Company. For more information regarding these bonuses, see the description of the bonuses under “Special Awards Pursuant to New Employment Agreements” above. (8) Represents a retention bonus. For more information regarding this bonus, see the description of the bonuses under “Retention Awards for Messrs. Middleton and Conway” above.
Pay Ratio Disclosure
Pay Ratio Disclosure Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The PEO of our Company is Mr. Marsh. We identified the median employee using our employee population on December 31, 2024 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). We identified the median employee using the amount reported as compensation on the employee’s Form W-2 for the year ended December 31, 2024 for all individuals who were employed by us on December 31, 2024, the last day of our payroll year (whether employed on a full-time, part-time, or seasonal basis). Our median employee compensation for the year ended December 31, 2024 as calculated using Summary Compensation Table requirements was $66,793. Mr. Marsh’s compensation for the year ended December 31, 2024 as reported in the Summary Compensation Table was $2,240,079. Therefore, our Chief Executive Officer pay ratio is approximately 34:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the Chief Executive Officer pay patio measure in making compensation decisions.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information concerning the grants of plan-based awards to the Company’s named executive officers during the year ended December 31, 2024.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Options Awards: Number of Securities Underlying Options (#)(6) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise or Base Price of Option Awards ($/Share)(7) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Target (#)(5) | | | | | | Andrew J. Marsh | — | 520,000 | 800,000 | 1,080,000 | — | — | — | — | — | | | 4/26/2024 | — | — | — | 750,000 | — | — | 2.41 | 1,215,000 | | | 4/26/2024 | — | — | — | — | 750,000 | — | 2.41 | 397,500 | | Sanjay K. Shrestha | — | 325,000 | 500,000 | 675,000 | — | — | — | — | — | | | 4/26/2024 | — | — | — | 375,000 | — | — | 2.41 | 607,500 | | | 4/26/2024 | — | — | — | — | 375,000 | — | 2.41 | 198,750 | | Paul B. Middleton | — | 390,000 | 600,000 | 810,000 | — | — | — | — | — | | | 4/26/2024 | — | — | — | 375,000 | — | — | 2.14 | 607,500 | | | 4/26/2024 | — | — | — | — | 375,000 | — | 2.14 | 198,750 | | | 5/9/2024 | — | — | — | — | — | 119,134(3) | — | 330,001 | | | 11/19/2024 | — | — | — | — | — | 1,302,084(4) | — | 2,500,001 | | Dean C. Fullerton | — | 357,500 | 550,000 | 742,500 | — | — | — | — | — | | | 7/31/2024 | — | — | — | 500,000 | — | — | 2.47 | 820,000 | | | 7/31/2024 | — | — | — | — | 500,000 | — | 2.47 | 145,000 | | Gerard L. Conway, Jr. | — | 286,000 | 440,000 | 594,000 | — | — | — | — | — | | | 4/26/2024 | — | — | — | 375,000 | — | — | 2.41 | 607,500 | | | 4/26/2024 | — | — | — | — | 375,000 | — | 2.41 | 198,750 | | | 5/9/2024 | — | — | — | — | — | 119,134(3) | — | 330,001 |
Grants of Plan-Based Awards
(1) Each equity incentive award was approved by our Compensation Committee on the grant date indicated. (2) The amounts reported represent the threshold, target and maximum amounts of potential cash payouts under our annual incentive bonus program. No annual incentive bonuses were paid to the named executive officers for 2024. (3) The amounts reported represent restricted stock awards granted in 2024. These restricted stock awards vest as follows: 25% of the shares vested immediately upon the grant date, 25% of the shares vested 90 days following the grant date, 25% of the shares vested 180 days following the grant date, and 25% of the shares will vest 360 days following the grant date, subject to the named executive officer’s continued service to us through the applicable vesting date. The amount reported represents a restricted stock award granted in 2024, which vests in three equal annual installments on the first, second and third anniversaries of the grant date, subject to the named executive officer’s continued service to us through the applicable vesting date. This column shows the number of shares subject to PSOs granted in 2024 to our named executive officers. The PSOs vest in three equal annual installments following the grant date, subject to the named executive officer’s continued service to us through the applicable vesting date. The PSOs were originally eligible to be earned and vest if a stock price hurdle of $7.50 (based on the daily volume weighted average price of the Company’s common stock during any 30 consecutive trading day period during the performance period) was achieved on or before April 30, 2025. On April 21, 2025, the Compensation Committee waived the performance-based vesting requirements for the PSOs issued to Messrs. Marsh, Fullerton and Conway so that the PSOs granted to them remain subject to only time-based vesting requirements. The PSOs granted to Messrs. Shrestha and Middleton were not earned and were forfeited in their entirety in April 2025. (6) This column shows the number of shares subject to time-based stock options granted in 2024 to our named executive officers. The time-based stock options vest in three equal annual installments following the grant date, subject to the named executive officer’s continued service to us through the applicable vesting date. (7) This column shows the per share exercise price for the stock options granted. This column represents the aggregate grant date fair value of the stock awards and option awards computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting. For additional information on the valuation assumptions with respect to option awards, refer to Note 21 of the Company’s consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2024. These amounts reflect the Company’s accounting expense for these awards, excluding the impact of estimated forfeitures, and do not correspond to the actual value that may be recognized by our named executive officers.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information on the holdings of stock and option awards by our named executive officers as of December 31, 2024. There were no other stock or option awards held by our named executive officers as of December 31, 2024. For additional information about the awards, see the description of equity incentive compensation in the section titled “Compensation Discussion and Analysis.”
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3)(4) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#)(7) | | Andrew J. Marsh | | | | | | | | | | | 8/28/18 | 166,667 | — | — | 1.96 | 8/28/28 | — | — | | | 8/19/19 | 216,667 | — | — | 2.23 | 8/19/29 | — | — | | | 8/19/19 | 216,667 | — | — | 2.62 | 8/19/29 | — | — | | | 9/28/20 | 275,000 | — | — | 13.20 | 9/28/30 | — | — | | | 9/28/20 | 275,000 | — | — | 15.51 | 9/28/30 | — | — | | | 9/22/21 | 1,000,000 | — | — | 26.92 | 9/22/28 | — | — | | | 5/18/23 | 333,333 | 666,667 | — | 7.87 | 5/18/30 | — | — | | | 5/18/23 | — | — | 500,000 | 7.87 | 5/18/30 | — | — | | | 4/26/24 | — | 750,000 | — | 2.41 | 4/26/31 | — | — | | | 4/26/24 | — | — | 750,000 | 2.41 | 4/26/31 | — | — | | Sanjay K. Shrestha | | | | | | | | | | | 5/9/19 | 100,000 | — | — | 2.31 | 5/9/29 | — | — | | | 9/28/20 | 112,500 | — | — | 13.20 | 9/28/30 | — | — | | | 9/28/20 | 112,500 | — | — | 15.51 | 9/28/30 | — | — | | | 9/22/21 | 422,222 | 211,111 | — | 26.92 | 9/22/28 | — | — | | | 5/18/23 | 166,667 | 333,333 | — | 7.87 | 5/18/30 | — | — | | | 5/18/23 | — | — | 250,000 | 7.87 | 5/18/30 | — | — | | | 4/26/24 | — | 375,000 | — | 2.41 | 4/26/31 | — | — | | | 4/26/24 | — | — | 375,000 | 2.41 | 4/26/31 | — | — | | Paul B. Middleton | | | | | | | | | | | 8/28/18 | 66,667 | — | — | 1.96 | 8/28/28 | — | — | | | 8/19/19 | 83,333 | — | — | 2.23 | 8/19/29 | — | — | | | 8/19/19 | 83,333 | — | — | 2.62 | 8/19/29 | — | — | | | 9/28/20 | 100,000 | — | — | 13.20 | 9/28/30 | — | — | | | 9/28/20 | 100,000 | — | — | 15.51 | 9/28/30 | — | — | | | 9/22/21 | 633,333 | — | — | 26.92 | 9/22/28 | — | — | | | 5/18/23 | 166,667 | 333,333 | — | 7.87 | 5/18/30 | — | — | | | 5/18/23 | — | — | 250,000 | 7.87 | 5/18/30 | — | — | | | 4/26/24 | — | 375,000 | — | 2.41 | 4/26/31 | — | — | | | 4/26/24 | — | — | 375,000 | 2.41 | 4/26/31 | — | — | | | 5/9/24 | — | — | — | — | — | 29,784(5) | 63,440 | | | 11/19/24 | — | — | — | — | — | 1,302,084(6) | 2,773,439 |
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3)(4) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#)(7) | | Dean C. Fullerton | | | | | | | | | | | 7/31/24 | — | 500,000 | — | 2.47 | 7/31/34 | — | — | | | 7/31/24 | — | — | 500,000 | 2.47 | 7/31/34 | — | — | | Gerard L. Conway, Jr. | | | | | | | | | | | 8/28/18 | 66,667 | — | — | 1.96 | 8/28/28 | — | — | | | 8/19/19 | 66,667 | — | — | 2.23 | 8/19/29 | — | — | | | 8/19/19 | 66,667 | — | — | 2.62 | 8/19/29 | — | — | | | 9/28/20 | 87,500 | — | — | 13.20 | 9/28/30 | — | — | | | 9/28/20 | 87,500 | — | — | 15.51 | 9/28/30 | — | — | | | 9/22/21 | 570,000 | — | — | 26.92 | 9/22/28 | — | — | | | 5/18/23 | 166,667 | 333,333 | — | 7.87 | 5/18/30 | — | — | | | 5/18/23 | — | — | 250,000 | 7.87 | 5/18/30 | — | — | | | 4/26/24 | — | 375,000 | — | 2.41 | 4/26/31 | — | — | | | 4/26/24 | — | — | 375,000 | 2.41 | 4/26/31 | — | — | | | 5/9/24 | — | — | — | — | — | 29,784(5) | 63,440 |
Outstanding Equity Awards at Fiscal Year-End
All equity awards were granted pursuant to our 2011 Stock Option and Incentive Plan, as amended (the “2011 Plan”), or the 2021 Plan. (2) Each time-based stock option vests over a three-year period with one-third (1/3) of the shares subject to the award vesting on each of the first three anniversaries of the grant date, subject to the named executive officer’s continued service to us through the applicable vesting date. The PSOs granted to the named executive officers in 2023 vest as follows: (i) up to one-third (1/3) of the shares underlying the PSOs vest and become exercisable on each of the first three anniversaries of the grant date, provided that the volume weighted average price of the Company’s common stock (“VWAP”) equaled or exceeded certain levels; (ii) 33.33% of the shares underlying the PSOs were deemed to have satisfied the performance-based vesting and became eligible to vest over time because the VWAP exceeded $9.84; an additional 33.33% of the shares underlying the options were deemed to have satisfied the performance-based vesting and became eligible to vest over time because the VWAP equaled or exceeded $11.81; and the remaining 33.34% of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $13.77; and (iii) the failure to achieve any of the stock price hurdles applicable to a performance stock options during the three-year performance period will result in the applicable shares being forfeited. The shares that were earned based upon achievement of the performance-based hurdles are reported in the two columns to the left. The PSOs granted to the named executive officers in 2024 were originally eligible to be earned and vest as follows: if the 30 day VWAP equaled or exceeded $7.50 prior to April 30, 2025, the shares underlying the options would have been earned and become eligible to vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to the named executive officer’s continued service to us through the applicable vesting date. The stock price hurdle for these PSOs was not achieved and, on April 21, 2025, the Compensation Committee waived the stock price hurdle for the PSOs issued to Messrs. Marsh, Fullerton and Conway in 2024 so that such PSOs remain subject to only time-based vesting requirements. (5) These restricted stock awards vest as follows: 25% of the shares vested immediately upon grant, 25% of the shares vested 90 days following the grant date, 25% vested 180 days following the grant date, and 25% of the shares will vest 360 days following the grant date, subject to the named executive officer’s continued service to us through the applicable vesting date. (6) This restricted stock award vests in three equal annual installments on the first, second and third anniversaries of the grant date, subject to Mr. Middleton’s continued service to us through the applicable vesting date. (7) Represents the market value of the unvested restricted stock awards calculated based on the closing price of our common stock ($2.13) on December 31, 2024, the last business day of fiscal year 2024.
Option Exercises and Stock Vested
Option Exercises and Stock Vested There were no stock options exercised by our named executive officers during the year ended December 31, 2024. The following table sets forth information with respect to restricted stock awards held by each of our named executive officers that vested during the year ended December 31, 2024.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1)($) | | Paul B. Middleton | 89,352 | 212,061 | | Gerard L. Conway, Jr. | 89,352 | 212,061 |
Option Exercises and Stock Vested
(1) Amounts disclosed in this column were calculated based on the fair market value of the shares on the date of vesting.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Messrs. Marsh, Shrestha, Middleton, Fullerton and Conway are parties to employment agreements with the Company that provide for potential payment and benefits upon certain qualifying terminations of employment as discussed above in “Employment Arrangements.” In addition, the award agreements for the PSOs granted to each named executive officer provide for potential acceleration of vesting in connection with a Sale Event, as also described above in “Employment Arrangements.” Severance payments and benefits under the employment agreements are subject to the executive signing a general release of claims in a form and manner satisfactory to the Company and such release becoming effective. An executive is not entitled to receive any such payment or benefits in the event he breaches the Employee Patent, Confidential Information and Non-Compete Agreement referenced in the executive’s respective employment agreement or any non-compete, non-solicit or non-disclosure covenants in any agreement between the Company and such executive. We agreed to provide severance payments to such executives in these circumstances based on our negotiations with each of our executives at the time he joined our Company, or as negotiated subsequent to hiring, and in order to provide a total compensation package that we believe to be competitive. Additionally, we believe that providing severance upon a termination of employment without Cause can help to encourage our executives to take the risks that we believe are necessary for our Company to succeed and also recognize the longer hiring process typically involved in hiring a senior executive. If Mr. Marsh had been terminated without Cause on December 31, 2024 and such termination was not within twelve (12) months following a Change in Control, the approximate value of the severance package, including, as described above in “Employment Arrangements,” salary, benefits and accelerated vesting of equity awards, under his employment agreement would have been $926,330. If Messrs. Shrestha, Middleton, Fullerton or Conway, had been terminated without Cause on December 31, 2024 and such termination was not within twelve (12) months following a Change in Control, the approximate value of the severance packages, including, as described above in “Employment Arrangements,” salary, benefits and accelerated vesting of equity awards, under the respective employment agreement for such named executive officer would have been as follows: Mr. Shrestha — $339,467, Mr. Middleton — $698,542, Mr. Fullerton — $567,815 and Mr. Conway — $526,664. Messrs. Marsh, Shrestha, Middleton, Fullerton and Conway are parties to employment agreements with the Company, respectively, that provide for a potential payment upon a termination of employment by the Company without Cause or a resignation by the executive for Good Reason within twelve (12) months following a Change in Control, as described above in “Employment Arrangements.” Such payments by the Company to any of the executives are subject to the executive signing a general release of claims in a form and manner satisfactory to the Company and the effectiveness of such release. An executive is not entitled to receive any such payment in the event he breaches the Employee Patent, Confidential Information and Non-Compete Agreement referenced in each executive’s respective employment agreement or any non-compete, non-solicit or non-disclosure covenants in any agreement between the Company and such executive. We agreed to provide payments to these executives in these circumstances in order to provide a total compensation package that we believe to be competitive. Additionally, the primary purpose of our equity-based incentive awards is to align the interests of our executives and our stockholders and provide our executives with strong incentives to increase stockholder value over time. As change in control transactions typically represent events where our stockholders are realizing value for their equity interests in our Company, we believe it is appropriate for our executives to share in this realization of stockholder value, particularly where their employment is terminated in connection with the change in control transaction. We believe that this will also help to better align the interests of our executives with our stockholders in pursuing and engaging in these transactions. If a Change in Control had occurred on December 31, 2024 and on that date the employment of Mr. Marsh, Mr. Shrestha, Mr. Middleton, Mr. Fullerton and Mr. Conway had been terminated by the Company without Cause or the executive had resigned for Good Reason, the value of the of the severance packages, including, as mentioned above in “Employment Arrangements,” salary, benefits and accelerated vesting of equity awards, under the employment agreements and PSOs awards for each such named executive officer would have been as follows: Mr. Marsh — $3,101,138, Mr. Shrestha — $393,493, Mr. Middleton — $3,575,984, Mr. Fullerton — $562,527 and Mr. Conway — $643,744. The employment agreements provide for a modified cutback such that, any payments or benefits payable under the employment agreements or otherwise would be subject to the excise tax imposed by Section 4999 of the Code, the executive will receive the greater after-tax amount of either: (i) the full payment or (ii) a reduced payment that does not give rise to the excise tax imposed by Section 4999 of the Code. The foregoing numbers do not reflect any cutback. None of the executives are entitled to any tax gross- up payments related to severance payments or otherwise.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) to the Company’s principal executive officer (“PEO”) and average CAP of the non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see the section titled “Compensation Discussion and Analysis” above.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Plug Power Total Shareholder Return | Peer Group Total Shareholder Return(5) | GAAP Net Income ($mil.) | GAAP Revenue ($mil.) | | 2024 | $2,240,079 | $(406,623) | $2,760,755 | $1,749,209 | $67 | $138 | $(2,105) | $629 | | 2023 | $7,252,805 | $(4,110,966) | $3,697,805 | $(1,575,440) | $142 | $170 | $(1,369) | $891 | | 2022 | $766,555 | $(75,973,705) | $935,683 | $(26,246,111) | $391 | $190 | $(724) | $701 | | 2021 | $52,248,305 | $3,988,254 | $23,665,540 | $11,696,569 | $893 | $274 | $(460) | $502 | | 2020 | $13,630,072 | $80,721,434 | $5,333,470 | $27,607,125 | $1,073 | $282 | $(596) | $(93) |
Pay Versus Performance Table
(1) Andrew J. Marsh served as the PEO for the entirety of 2024, 2023, 2022, 2021, and 2020. Our Non-PEO NEOs for the applicable years were as follows: • 2024: Sanjay K. Shrestha, Paul B. Middleton, Dean Fullerton, and Gerard L. Conway, Jr. • 2023: Paul B. Middleton, Sanjay K. Shrestha, Gerard L. Conway, Jr., and Jose Luis Crespo 2022: Paul B. Middleton, Sanjay K. Shrestha, Gerard L. Conway, Jr., Jose Luis Crespo, Dirk Ole Hoefelmann, and Keith C. Schmid 2021: Paul B. Middleton, Sanjay K. Shrestha, Dirk Ole Hoefelmann, and Gerard L. Conway, Jr. • 2020: Paul B. Middleton, Sanjay K. Shrestha, Keith C. Schmid, and Jose Luis Crespo (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEO, Mr. Marsh, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. (3) Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for Mr. Marsh and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts.
Pay Versus Performance Table
| | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $2,240,079 | $2,760,755 | $7,252,805 | $3,697,805 | $766,555 | $935,683 | $52,248,305 | $23,665,540 | $13,630,072 | $5,333,470 | | Minus Change in Pension Value Reported in SCT for the Covered Year | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Plus Pension Value Service Cost for the Covered Year | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Minus Stock Award Value and Option Award Value Reported in SCT for the Covered Year | $(1,612,500) | $(1,635,938) | $(6,485,000) | $(3,242,500) | $0 | $517,333 | $50,800,000 | $22,887,250 | $11,438,075 | $4,168,991 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | $1,102,500 | $1,323,516 | $2,945,000 | $1,472,500 | $0 | $324,000 | $52,156,620 | $22,534,449 | $32,956,000 | $11,986,625 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | $(1,553,923) | $(582,721) | $(6,350,608) | $(2,967,601) | $(73,054,958) | $(25,617,390) | $(40,367,440) | $(9,546,769) | $33,624,033 | $11,020,441 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | $0 | $106,031 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | $(123,779) | $(41,495) | $(1,473,163) | $(535,644) | $(3,685,302) | $(1,371,071) | $(9,249,231) | $(2,069,401) | $11,949,404 | $3,435,580 |
Pay Versus Performance Table
| | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | $(459,000) | $(180,939) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $(406,623) | $1,749,209 | $(4,110,966) | $(1,575,440) | $(75,973,705) | $(26,246,111) | $3,988,254 | $11,696,569 | $80,721,434 | $27,607,125 |
Pay Versus Performance Table
Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (5) “Peer Group” represents the NASDAQ Clean Edge Green Energy Index, a published industry index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year. Performance Measures Used to Link Company Performance and CAP. The following is a list of performance measures that in our assessment represent the most important performance measures used by the Company to link CAP to the named executive officers for 2024. Each metric below is used for purposes of determining payouts under our annual incentive program. Please see the section titled “Compensation Discussion and Analysis” for a further description of these metrics and how they are used in the Company’s executive compensation program. Gross Margin Cash Usage Revenue Bookings Inventory Plant Construction and Investment Relationship between CAP and TSR. The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between PEO and average Non-PEO NEOs CAP and our TSR. Relationship between CAP and GAAP Net Income. The graph below illustrates the relationship between the PEO and average Non-PEO NEOs CAP and our GAAP net income. Relationship between CAP and GAAP Revenue (our Company-Selected Measure). The graph below illustrates the relationship between the PEO and average Non-PEO NEOs CAP and the Company’s GAAP revenue.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal 3 except to the extent of their ownership of shares of our common stock.