DEF 14A of Plug Power Inc, Apr 30, 2026

DEF 14A of Plug Power Inc

Filed Apr 30, 2026 · FY20250001104659-26-052851

Open on EDGAR

  1. 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 (2021 Plan Amendment Proposal), Proposal 3 (approval of a non-binding, advisory vote regarding the compensation of the Company’s named executive officers), and Proposal 4 (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.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  3. INFORMATION ABOUT OUR DIRECTORS

    INFORMATION ABOUT OUR DIRECTORS The number of directors of the Company is presently fixed at ten (10), and the Board currently consists of ten (10) members. The Board of Directors is divided into three classes with three (3) directors in Class I, three (3) directors in Class II, and four (4) 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 Colin Angle, Jose Luis Crespo, Patrick Joggerst and Gary K. Willis for election as a Class III Director. Mr. Angle, Mr. Crespo, Mr. Joggerst and Mr. Willis are currently members of our Board and each has been nominated for re-election to serve as a Class III 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.

  4. Director Nominees for Class III Directors

    Director Nominees for Class III Directors

  5. Director Nominees for Class III Directors

    | Colin Angle | | | Age: 58 Director since 2024 Board Committees: Strategy & Financing; Corporate Governance and Nominating (Compensation Committee member during fiscal year 2025) Class III Director: Continuing in Office until the 2029 Annual Meeting | Colin Angle has been a director of the Company since August 2024. Since October 2024, Mr. Angle has been the chief executive officer of Companion.ai, a technology company focused on artificial intelligence and human — machine interaction, and the co-founder and chief executive officer of Familiar Machines & Magic, a technology start-up focused on building consumer-facing artificial intelligence and robotics products. 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 development of behavior-based robotic systems, including technologies that contributed to the Sojourner rover mission to 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. He is the Chairman of the Board of Science from Scientists, Inc., a non-profit organization dedicated to improving attitudes and aptitudes in STEM through hands-on science education programs delivered to schools. Mr. Angle holds a B.S. in Electrical Engineering and an M.S. in Computer Science, both from the Massachusetts Institute of Technology. |

  6. Director Nominees for Class III Directors

    | Colin Angle | | We believe Mr. Angle’s qualifications to sit on our Board include his extensive experience in leadership and innovation in robotics, artificial intelligence and technology companies, including as a founder and long-serving chief executive officer and public company director, as well as his technical background and education. |

  7. Director Nominees for Class III Directors

    | Jose Luis Crespo | | | Age: 56 Director since 2026 Board Committees: None Class III Director: Continuing in Office until the 2029 Annual Meeting | Jose Luis Crespo was appointed as Chief Executive Officer and a director of the Company in March 2026, after serving as President beginning in October 2025 and previously as Chief Revenue Officer. As Chief Executive Officer and President, Mr. Crespo is focused on strengthening execution, operational discipline, and financial performance while maintaining the Company’s strategic direction and long-term vision for the hydrogen economy. Mr. Crespo joined the Company in 2014 and has been a key contributor to shaping corporate strategy and execution for more than a decade. He has helped scale the company’s global commercial footprint while supporting the deployment of hydrogen solutions that enhance productivity, resilience, and energy independence for customers worldwide. He led the Company’s commercial organization during a period of significant scale, helping grow revenue from approximately $27 million in 2013 to more than $700 million in 2025. Prior to joining the Company, Mr. Crespo served as Vice President of International Value Stream at Smiths Power, where he successfully integrated two international business divisions spanning sales, manufacturing, and field support, delivering $14 million in sales in the first year post-acquisition. Mr. Crespo holds a Master of Business Administration in Global Management from the University of Phoenix and a degree in Telecommunications Engineering from the Engineering University of Madrid, Spain. We believe Mr. Crespo’s qualifications to sit on our Board include his extensive experience in senior leadership positions within the Company and the hydrogen and fuel cell industry, as well as his technical background and education. |

  8. Director Nominees for Class III Directors

    | Patrick Joggerst | | | Age: 68 Director since 2023 Board Committees: Compensation; (Corporate Governance and Nominating Committee member during fiscal year 2025) Class III Director: Continuing in Office until the 2029 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. |

  9. Director Nominees for Class III Directors

    | Gary K. Willis | | | Age: 80 Director since 2003 Board Committees: Audit; Compensation (Chair); Corporate Governance and Nominating; Regulatory Affairs; Strategy & Financing Class III Director: Continuing in Office until the 2029 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. |

  10. Class I Directors

    Class I Directors

  11. Class I Directors

    | Maureen O. Helmer | | | Age: 69 Director since 2004 Board Committees: Audit; Corporate Governance and Nominating (Chair); Regulatory Affairs (Chair) Class I Director: Continuing in Office until the 2027 Annual Meeting | Maureen O. Helmer has been a director of the Company since 2004. Ms. Helmer worked at the law firm Barclay Damon, LLP until 2021 as a senior member of the firm’s energy and telecommunications Regulatory Practice Area and then spent time as a solo practitioner providing regulatory advice to a major telecommunications/cable company. Prior to this time, Ms. Helmer was a member of Green & Seifter Attorneys, PLLC. From 2003 through 2006, she practiced as a partner in the law firm of Couch White, LLP and then as a solo practitioner. 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. |

  12. Class I Directors

    | Kavita Mahtani | | | Age: 55 Director since 2022 Board Committees: Audit; Strategy & 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 the Corporate and Institutional Bank for 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. We believe Ms. Mahtani’s qualifications to sit on our Board include extensive experience with growth strategies, merger and acquisition implementation, and leadership. |

  13. Class I Directors

    | Andrew J. Marsh | | | Non-Executive Chairman Age: 70 Director since 2008 Board Committee: None Class I Director: Continuing in Office until the 2027 Annual Meeting | Andrew J. Marsh served as the Company’s Chief Executive Officer from April 2008 through March 2026 and has been a member of the Board of Directors since April 2008. In March 2026, Mr. Marsh transitioned from serving as a director of the Board and Chief Executive Officer to serving as non-executive Chairman of the Board. In this role, Mr. Marsh presides at Board meetings and the annual meeting of stockholders, supports critical external relationships as determined by the Chief Executive Officer, and otherwise performs customary chair duties. In addition, Mr. Marsh serves as a consultant to the Company in a transitional advisory capacity and provides strategic advisory support to the Board of Directors and the Chief Executive Officer on matters of strategy, governance, and long-term planning, while no longer participating in the Company’s day-to-day operations. During his tenure at Plug Power, Mr. Marsh has led the Company’s transformation into a global provider of hydrogen and fuel cell solutions, overseeing the expansion of its product portfolio, manufacturing footprint, and hydrogen infrastructure. Under his leadership, Plug Power has evolved from a single-product fuel cell company into a vertically integrated platform supporting material handling, stationary power, electrolyzers, hydrogen production, storage, and delivery. Mr. Marsh has played a central role in shaping the Company’s long-term strategy, building its management team, expanding its global presence, and strengthening relationships with customers, partners, and government stakeholders. |

  14. Class I Directors

    | Andrew J. Marsh | | Mr. Marsh also serves as a member of the board of directors of Gevo, Inc., a publicly traded renewable chemicals and advanced biofuels company. Previously, Mr. Marsh co-founded Valere Power and served as its Chief Executive Officer until the company was acquired by Eltek ASA in 2007. Prior to that, he spent nearly 18 years at Lucent Bell Laboratories in technical, sales, and management roles. Mr. Marsh is an established leader in the hydrogen and fuel cell industry and has been actively engaged in public-private initiatives supporting the energy transition. He previously served as Chairman of the Fuel Cell and Hydrogen Energy Association and as a member of the U.S. Department of Energy’s Hydrogen and Fuel Cell Technical Advisory Committee. In addition, Mr. Marsh serves as Chair of the U.S. Net Zero Advisory Board for Northern Ireland, where he works with industry and government leaders to support the development of low-carbon energy and industrial strategies. Mr. Marsh holds a Bachelor of Science in Electrical Engineering Technology from Temple University, a Master of Science in Electrical Engineering from Duke University, and a Master of Business Administration from Southern Methodist University. He remains engaged with Temple University through advisory and alumni activities, including service on the College of Engineering Board of Visitors. We believe Mr. Marsh is qualified to serve as Chairman and as a director based on his extensive leadership experience, deep understanding of the alternative energy sector, and long tenure guiding the Company’s strategy and growth. |

  15. Class II Directors

    Class II Directors

  16. Class II Directors

    | Mark J. Bonney | | | Age: 72 Director since 2023 Board Committees: Audit (Chair); Regulatory Affairs Class II Director: Continuing in Office until the 2028 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 |

  17. Class II Directors

    | Mark J. Bonney | | 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 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. |

  18. Class II Directors

    | Gregory L. Kenausis | | | Age: 56 Director since 2013 Board Committees: Audit; Compensation; Strategy & Financing Class II Director: Continuing in Office until the 2028 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. |

  19. Class II Directors

    | George C. McNamee | | | Lead Independent Director Age: 79 Director since 1997 Board Committees: Compensation; Regulatory Affairs; Strategy & Financing Class II Director: Continuing in Office until the 2028 Annual Meeting | George C. McNamee has served as a member of the Company’s Board of Directors since 1997 and has served as Lead Director since October 2025. He served as Chairman of the Company’s Board of Directors from 1997 until March 2026. 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 S.A.S. 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 |

  20. Class II Directors

    | George C. McNamee | | 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 capital markets, financing transactions and mergers and acquisitions, and his extensive experience serving as a public company director, including experience with the financial sector and its regulatory bodies. |

  21. Class II Directors

    The Board of Directors has determined that Ms. Helmer and Ms. Mahtani, Dr. Kenausis and Messrs. Bonney, McNamee, Joggerst, Angle and Willis are independent directors as defined in Rule 5605(a)(2) of the Nasdaq listing rules.

  22. Director Compensation

    Director Compensation The Compensation Committee periodically reviews the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”) 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 Policy 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 Policy, upon initial election or appointment to the Board, each non-employee director receives an initial, one-time award of a non-qualified stock option with a grant-date value of $225,000, which vests in full on the one-year anniversary of the date of grant, subject to continued service through such date, and has a per-share exercise price equal to the fair market value of the Company’s common stock on the date of grant. Initial awards expire ten years from the date of grant. All outstanding initial awards held by a director become fully vested and exercisable upon a Sale Event (as defined in the 2021 Plan), subject to continued service through the Sale Event. In addition, pursuant to the Director Compensation Policy, for each year of a non-employee director’s tenure, each such director (other than any director receiving an initial award upon initial election or appointment to the Board) will automatically receive an annual award with a grant-date value of $225,000 which is comprised of 50% of the value in the form of a non-qualified stock option (with the value determined based on the option exercise price) and 50% of the value in the form of restricted common stock. Annual awards vest in full on the first anniversary of the date of grant, subject to continued service through such date. The stock option portion of each annual award expires ten years from the date of grant and has a per-share exercise price equal to the fair market value of the Company’s common stock on the date of grant. All outstanding annual awards held by a director become fully vested and exercisable or nonforfeitable upon a Sale Event, subject to continued service through the Sale Event. During the fiscal year ended December 31, 2025, 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:

  23. 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 | 15,000 | 10,000 | | Regulatory Affairs Committee | 15,000 | 10,000 |

  24. Director Compensation

    The total amount of the annual retainer is paid quarterly in arrears, pro-rated based on days served during the quarter, and is paid in a combination of 50% in cash and 50% in shares of the Company’s common stock, provided that directors may elect to receive up to 100% of the total retainer in common stock. 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. 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. In February 2026, the Company amended the Director Compensation Policy to provide that a director who meets the applicable stock ownership guideline may elect to receive up to 100% of his or her annual retainers in cash. In addition, the Company amended the Director Compensation Policy to increase the annual retainer payable to the Chairman of the Board to $200,000 and to establish an annual retainer of $165,000 for the Lead Independent Director. These changes became effective in 2026 and did not affect compensation earned during fiscal year 2025.

  25. 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, 2025. Mr. Marsh, who served as our Chief Executive Officer throughout the fiscal year ended December 31, 2025 and as President until October 2025, did not receive any additional compensation for his service as a director during the fiscal year. The compensation received by Mr. Marsh for his services as an employee is presented in “Executive Compensation — 2025 Summary Compensation Table” below.

  26. 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 | 80,000 | 112,500 | 85,762 | — | 278,262 | | Mark J. Bonney(4) | 95,000 | 112,500 | 85,762 | — | 293,262 | | Maureen O. Helmer | 110,000 | 112,500 | 85,762 | — | 308,262 | | Patrick Joggerst | 80,000 | 112,500 | 85,762 | — | 278,262 | | Gregory L. Kenausis | 105,004 | 112,500 | 85,762 | — | 303,266 | | Kavita Mahtani | 90,000 | 112,500 | 85,762 | — | 288,262 | | George C. McNamee(5) | 205,000 | 112,500 | 85,762 | — | 403,262 | | Gary K. Willis | 130,000 | 112,500 | 85,762 | — | 328,262 |

  27. Non-Employee Director Compensation Table

    (1) 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 ($40,000), Mark J. Bonney ($95,000), Maureen O. Helmer ($110,000), Patrick Joggerst ($80,000), Gregory L. Kenausis ($78,572), Kavita Mahtani ($90,000), George C. McNamee ($102,500), and Gary K. Willis ($130,000). (2) 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 regarding stock awards, refer to Note 19 of the Company’s consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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, 2025, each of the non-employee directors held 76,531 shares of restricted stock. 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 19 of the Company’s consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2025. 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, 2025, the non-employee directors held options to purchase the following number of shares of common stock: Colin Angle (178,341), Mark J. Bonney (134,454), Maureen O. Helmer (177,189), Patrick Joggerst (134,454), Gregory L. Kenausis (207,189), Kavita Mahtani (141,575), George C. McNamee (226,153), and Gary K. Willis (266,153). Fees earned in cash by Mr. Bonney were paid to On Board Advisors, LLC, Mr. Bonney’s consulting firm. (5) Mr. McNamee was appointed Lead Independent Director in October 2025.

  28. 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. Certain named executive officers’ base salaries were adjusted to reflect current competitive market levels. Effective May 2025, Mr. Marsh irrevocably elected to have 50% of his 2025 base salary paid in shares of the Company’s common stock. Effective November 2025, the Board terminated the program pursuant to which Mr. Marsh elected to receive common stock in lieu of base salary in order to conserve the Company’s limited share reserve pending stockholder approval of additional authorized shares, and Mr. Marsh’s base salary for the remainder of the year was paid in cash. | | 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. The Board of Directors set rigorous goals and the 2025 bonus was earned at 112% of target for all named executive officers and employees. | | 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. | For 2025, the named executive officers received annual long-term equity awards entirely in the form of stock options, which have value only to the extent that the Company’s stock price exceeds the exercise price (thus, creating strong alignment with stockholder returns). The employment agreement with Mr. Middleton provides for annual equity awards with a grant date fair value of $1,500,000. However, due to insufficient shares available under |

  29. Executive Summary

    | Compensation Element | Purpose | Features | | | | the 2021 Plan during 2025, Mr. Middleton received a cash bonus of $1,500,000 in lieu of an annual equity award for fiscal year 2025. | | Retention Awards | To retain key executives during a critical period. | The Compensation Committee approved targeted retention awards in 2025 for certain named executive officers to support leadership continuity during a period of executive transition and ongoing operational and financial transformation initiatives. These awards were structured as future cash payments, with such timing designed to reinforce retention objectives. |

  30. 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 listing 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-term and long-term results that are in the best interests of our stockholders.

  31. Independent Compensation Consultants

    Independent Compensation Consultants In 2025, our Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to advise on executive and director compensation matters. 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. In connection with the transition of Andrew J. Marsh from Chief Executive Officer to non-executive Chairman, and his consulting arrangement with the Company, the Compensation Committee also retained Alpine Rewards, LLC (“Alpine Rewards”) to advise the Compensation Committee regarding the terms, substance and structure of Mr. Marsh’s transition compensation arrangements and related compensation matters. Our Compensation Committee has assessed the independence of FW Cook and Alpine Rewards pursuant to SEC rules and applicable Nasdaq listing standards, including consideration of the factors specified therein. Based on its analysis, the Compensation Committee determined that the engagement of each consultant did not raise any conflict of interest.

  32. Comparator Group Selection and Market Data

    Comparator Group Selection and Market Data We operate in the rapidly evolving clean energy industry and are building a vertically integrated hydrogen platform spanning hydrogen production, liquefaction, logistics, storage and end-use applications. As a provider of integrated hydrogen solutions, we must attract and retain manufacturing and service technicians, engineers, scientists and business leaders with the expertise to support our operations and long-term growth. Developing a peer group for the Company for compensation comparison purposes is challenging because there are few publicly traded companies with business models, scale and scope comparable to ours. 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 and that may have greater resources, as well as smaller private companies that may offer significant compensation opportunities. These talent competitors span a broad range of industries, including market-leading clean energy and industrial technology companies, large and well-capitalized traditional energy companies that are expanding into hydrogen and emerging growth companies and earlier-stage startups that may offer competitive compensation opportunities. In light of the foregoing, the Compensation Committee recognizes that it is not possible to create a precisely comparable peer group for the Company and has not established a formal compensation peer group. Instead, the Compensation Committee considered competitive market compensation by reviewing compensation levels within the following selected group of renewable energy companies:

  33. 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) |

  34. Comparator Group Selection and Market Data

    While certain of these companies are larger than the Company in terms of revenue, market capitalization or operational scale, they were selected based on their relevance as competitors for executive talent, participation in adjacent or overlapping clean energy markets, and the complexity of their operations, which the Compensation Committee believes provide useful context for evaluating compensation levels. The Compensation Committee also considered the overall composition of the selected companies, noting that, excluding certain larger companies, the median market capitalization of the group is more closely aligned with the Company’s size, and that the Company’s relative positioning within this group may vary over time based on market conditions. The Compensation Committee considered each executive’s role, responsibilities and performance, as well as the scope and complexity of their position relative to executives in similar roles at the selected companies and other relevant market data. The Compensation Committee evaluated whether the compensation elements and levels provided to our executives were generally appropriate relative to their responsibilities and to competitive market practices, including compensation levels observed within this group and relevant survey data. In using this information, the Compensation Committee did not rely on any single peer company or the group as a direct benchmark, but instead used these data points, together with broader market data and internal considerations, as reference inputs in its decision-making process. In determining compensation, the Compensation Committee considered both objective and subjective factors, including Company and individual performance and the competitive landscape, and applied its judgment rather than relying on formulaic benchmarks. Accordingly, the Compensation Committee did not target compensation to any specific percentile of the selected companies or survey data and did not seek to position compensation at the upper range of such companies, particularly where those companies are significantly larger than the Company.

  35. Our Executive Compensation Program

    Our Executive Compensation Program Each of the primary elements of our executive compensation program are discussed in detail below, and the compensation paid to our named executive officers with respect to 2025 is discussed under each element. In the descriptions below, we have identified particular compensation objectives that we have designed our executive compensation programs to serve; however, we have designed our compensation programs to complement each other and to collectively serve the Company’s executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that, as part of our overall executive compensation program, each element supports one or more of those objectives. 2025 Base Salary Base salaries are intended to provide fixed compensation for performing day-to-day responsibilities and generally represent a smaller portion of each named executive officer’s total direct compensation than annual and long-term incentives. In determining base salaries, the Company considers a variety of factors, including initial compensation levels at the time of hire or promotion, market data and competitive positioning relative to peer companies, internal pay equity, individual performance, experience, scope of responsibilities, and the growth and stage of development of the Company. Base salaries are reviewed periodically and adjusted as appropriate to reflect these considerations. For 2025, base salary adjustments for the named executive officers were generally modest, with the exception of Mr. Haycraft, whose increase reflects his promotion from an upper management position to an executive position with significantly broader responsibilities, as well as local market factors and foreign exchange movements, and overall reflected the Compensation Committee’s focus on maintaining competitive compensation levels while aligning with the Company’s performance and operating environment. Mr. Middleton’s base salary remained unchanged for 2025, reflecting the Compensation Committee’s assessment of his compensation level relative to market benchmarks and internal considerations. The following table sets forth the annual base salaries for our named executive officers for each of 2024 and 2025, as well as the percentage increase year-over-year.

  36. Our Executive Compensation Program

    (1) Base salaries reflect the base salary rate in effect as of year-end. Effective May 2025, Mr. Marsh elected to receive 50% of his base salary in shares of the Company’s common stock under the Company’s executive compensation program, which permitted eligible executives to elect to receive a portion of their base salary and annual incentive compensation in equity. In November 2025, the Board terminated this program, and Mr. Marsh’s base salary for the remainder of the year was paid in cash. 2024 compensation amounts for Mr. Haycraft reflect amounts converted from Euros to U.S. dollars using an average exchange rate of $1.08 U.S. dollars to 1.00 Euro for the period from January 2024 to December 2024. (4) 2025 compensation amounts for Mr. Haycraft reflect amounts converted from Euros to U.S. dollars using an average exchange rate of $1.13 U.S. dollars to 1.00 Euro for the period from January 2025 to December 2025. 2025 Annual Cash Bonuses Annual bonuses for 2025 were based on Company performance against pre-established financial and 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 2025 annual cash bonus awards for the named executive officers using the following framework, pursuant to which bonus payouts are determined based on a combination of corporate performance (weighted 70%) and individual performance (weighted 30%). The individual performance component is not purely discretionary; rather, it is assessed against specific, pre-established individual goals that were set for each named executive officer by the Board of Directors. These goals were tailored to each executive’s role and responsibilities and were designed to reflect key strategic, operational, and leadership priorities for 2025. The Compensation Committee believes that including a defined individual performance component alongside quantitative corporate metrics provides a more complete assessment of each executive’s contribution to the Company’s performance and long-term objectives, and that tying this component to specific pre-established goals maintains a meaningful pay-for-performance link. The Compensation Committee acknowledges that a 30% individual performance weighting is at the higher end of market practice and intends to evaluate the appropriate balance between quantitative corporate metrics and individual performance components in future years, taking into account stockholder feedback and evolving market practices: For 2025, the target bonus opportunity for each named executive officer was 100% of base salary for Messrs. Crespo, Marsh, Middleton and Fullerton and 75% of base salary for Mr. Haycraft, with a threshold opportunity of 50% of the target bonus and a maximum opportunity of 150% of the target bonus. The Compensation Committee selected the following metrics for the 2025 annual bonus plan: revenue, gross margin and individual performance goals. The Compensation Committee selected these metrics to provide a clear link between the annual bonus opportunity and underlying financial and operating performance, with revenue reflecting the Company’s focus on top-line growth, gross margin reflecting improvements in cost structure and unit economics, and individual performance goals aligning executive contributions with key strategic and operational priorities. The Compensation Committee may adjust these metrics for items not indicative of core operating performance in order to align results with factors within management’s control. As a result, the calculation of these metrics for compensation purposes may differ from amounts reported in the Company’s financial statements. The 2025 performance goals, weightings and actual results for each metric are set forth below. Performance between threshold, target and stretch levels is determined using linear interpolation.

  37. Our Executive Compensation Program

    | | Weight | Threshold | Target | Stretch | Actual Performance | Weighted Performance % | | Payout % | | 50% | 100% | 150% | | | | Revenue | 35% | $675 million | $700 million | $750 million | $710 million | 38.5% | | Gross Margin in Q4(1) | 35% | -9% | 0% | 5% | 2.4% | 43.5% | | Individual Goals | 30% | 0.75x | 1.0x | 1.25x | Achieved at Target | 30.0% |

  38. Earned Payout as a Percentage of Target: 112.0%

    Earned Payout as a Percentage of Target: 112.0% (1) The Compensation Committee selected fourth quarter gross margin as a metric to emphasize end-of-year operational performance and cost management execution, which the Committee believed more appropriately reflected the Company’s performance trajectory and operational improvements during 2025. Individual performance for 2025 was assessed by the Compensation Committee based on each named executive officer’s contributions toward the Company’s strategic, operational and financial priorities, as well as leadership effectiveness and execution against key initiatives that support the Company’s long-term growth and progress toward profitability. The specific pre-established individual goals for each named executive officer were as follows: Jose Luis Crespo (President; Chief Executive Officer effective March 2026). Mr. Crespo’s 2025 goals focused on commercial growth and strategic positioning, including expanding customer bookings and commercial commitments to support a 2026 revenue target of $900 million, securing significant purchase orders for energy transition and hydrogen solutions, and advancing the electrolyzer business through development of strategic market opportunities and a pipeline of fundable projects. Andrew J. Marsh (Chief Executive Officer). Mr. Marsh’s 2025 goals were organized across four categories: • Business: Progressing toward fourth quarter gross margin breakeven, establishing a path to service profitability and EBITDAS breakeven by the fourth quarter of 2026, advancing development of the Texas facility and pursuing related financing and support opportunities, positioning the Company to achieve 2026 revenue of $900 million or more, and addressing near-term financing needs. Resolving Legacy Matters: Pursuing resolution of certain commercial, contractual and legal matters and seeking to realize associated value where appropriate. Technology: Advancing the product roadmap for next-generation electrolyzers, including improvements in power density, cost and constructability, and developing standardized digital platforms, data capabilities and application modules. • People: Executing organizational changes, including the 2025 work force reduction in force, eliminating duplicative functions and further integrating global operations. Paul B. Middleton (Chief Financial Officer). Mr. Middleton’s goals included strengthening financial planning and forecasting processes, ensuring adequate financing for 2026 in coordination with senior leadership and the Board, and developing key members of the finance organization to enhance depth and continuity. Dean C. Fullerton (Chief Operating Officer). Mr. Fullerton’s goals included enhancing his understanding of the Company’s financial and operational profile, supporting achievement of service performance and gross margin objectives, executing targeted overhead reductions, and managing inventory levels. Benjamin Haycraft (Chief Strategy Officer and General Manager EMEA Region). Mr. Haycraft’s goals included advancing strategic partnerships, rationalizing legacy partnerships, and collaborating across functions to develop and execute the Company’s long-term electrolyzer and digital platform roadmaps. In evaluating individual performance, the Compensation Committee considered qualitative and quantitative factors tailored to each executive’s role, including execution of strategic initiatives, commercial growth, operational efficiency, financial stewardship and organizational leadership. The Compensation Committee also considered each executive’s ability to navigate a dynamic operating environment and advance key initiatives aligned with the Company’s long-term objectives. The Compensation Committee exercised its judgment in evaluating these factors and did not assign specific weightings to individual performance components, but rather evaluated overall performance holistically. The Compensation Committee believes that including an individual performance component allows it to recognize critical strategic and operational achievements that may not be fully captured by formulaic financial metrics. Based on this evaluation, the Compensation Committee determined that individual performance was achieved at target (30%), and Company performance was achieved slightly above target (82%), resulting in an overall annual bonus payout of 112% of target for 2025.

  39. Earned Payout as a Percentage of Target: 112.0%

    | Name | 2025 Target Bonus ($) | 2025 Performance Achievement (%) | 2025 Actual Bonus Payment ($) | | Jose Luis Crespo | 470,000 | 112% | 784,000(1) | | Andrew J. Marsh | 830,000 | 112% | 929,600 | | Paul B. Middleton | 600,000 | 112% | 672,000 | | Dean C. Fullerton | 570,000 | 112% | 638,400 |

  40. Earned Payout as a Percentage of Target: 112.0%

    | Name | 2025 Target Bonus ($) | 2025 Performance Achievement (%) | 2025 Actual Bonus Payment ($) | | Benjamin Haycraft | 372,801 | 112% | 417,537 |

  41. Earned Payout as a Percentage of Target: 112.0%

    Mr. Crespo’s 2025 actual bonus amount was determined based on his base salary in effect at the time of payment, which occurred in 2026. In October 2025, Mr. Crespo was appointed President, and in March 2026, he was appointed Chief Executive Officer, at which time his base salary was increased to $700,000 to reflect his expanded leadership responsibilities and to align with market compensation levels for chief executive officers. In light of the expansion of Mr. Crespo’s responsibilities during 2025 and his appointment as Chief Executive Officer in early 2026, the Compensation Committee determined that applying his base salary at the time of payment was an appropriate method for calculating his 2025 bonus, as it more accurately reflected his role and scope of responsibilities at the time the award was determined. The Compensation Committee considered this approach appropriate given the timing of the leadership transition and its objective of aligning compensation with executive responsibilities. Mr. Crespo’s annual incentive payout for 2025 remained fully subject to the Company’s 2025 performance results and the Compensation Committee’s assessment of performance, and was not increased to reflect his 2026 compensation level beyond the application of the then-current base salary. 2025 Long-Term Equity Incentive Compensation In 2025, we granted annual long-term equity incentive awards to the named executive officers in the form of time-based stock options to achieve the following objectives: • to incentivize and retain our senior leadership team; • to support our pay-for-performance compensation philosophy; and • to align management’s interests with those of our stockholders. The stock options have an exercise price per share equal to the closing price of the common stock on the date of grant. The time-based stock options vest in three equal annual installments following the grant date. Although these awards vest based on continued service, they are inherently performance-aligned because they deliver value to our named executive officers only if our stock price appreciates from the grant date, thereby aligning our named executive officers’ realized compensation with long-term stockholder value creation. The Compensation Committee believes that stock options are an appropriate form of long-term incentive compensation for the Company at its current stage of development because: (i) options have no value unless the Company’s stock price increases above the exercise price, creating a direct and meaningful alignment between executive compensation and stockholder returns; (ii) the use of options preserves cash, which is important given the Company’s focus on improving its financial position and reducing cash usage; and (iii) options provide a strong retention incentive over the three-year vesting period while simultaneously motivating executives to drive stock price appreciation. The Compensation Committee acknowledges that institutional investors and proxy advisory firms generally view performance-based equity awards favorably and recognizes that the current long-term incentive program is entirely time-vesting. The Compensation Committee intends to evaluate the introduction of performance-based equity awards and potential enhancements to vesting horizons, with a view toward increasing the performance-based component of long-term incentives over time as the Company’s financial profile stabilizes and multi-year performance metrics become more predictable. The Compensation Committee believes that the Company’s evolving financial trajectory presents challenges in establishing rigorous and meaningful multi-year performance conditions at this time. The Compensation Committee will continue to monitor market practices and stockholder feedback and expects to revisit the equity mix in future grant cycles. The number of shares underlying the stock option awards granted to each named executive officer in 2025 is set forth below:

  42. Earned Payout as a Percentage of Target: 112.0%

    | Name | Number of Shares Underlying Time-Based Stock Options (#)(1) | | Jose Luis Crespo | 1,000,000 | | Andrew J. Marsh | 2,250,000 | | Paul B. Middleton(2) | — | | Dean C. Fullerton | 1,000,000 | | Benjamin Haycraft | 1,000,000 |

  43. Earned Payout as a Percentage of Target: 112.0%

    (1) Stock options granted to named executive officers were granted on September 4, 2025 and have an exercise price of $1.44, the closing price of the Company’s common stock on the Nasdaq Capital Market on September 4, 2025. (2) Mr. Middleton did not receive an annual long-term equity incentive award in 2025 because the number of shares remaining available for issuance under the 2021 Plan was insufficient at the time to permit the full equity grant for 2025 that Mr. Middleton was entitled to under the employment agreement entered into between Mr. Middleton and the Company in November 2024. As discussed in more detail below, Mr. Middleton received a cash payment in lieu of his 2025 guaranteed annual long-term equity incentive award. 2023 and 2024 Performance-Based Stock Option Grants In 2023, Mr. Haycraft received a performance-based restricted stock award (the “2023 Haycraft Award”) and, in 2024, we granted performance-based stock options (“2024 PSOs”) to Messrs. Crespo, Marsh and Fullerton, which were to be earned and vest only if certain stock price hurdles were achieved. As noted above, during our 2025 stockholder outreach, certain stockholders expressed concerns regarding the retentive value of outstanding equity awards in light of stock price performance. In light of such concerns, on April 21, 2025, the Compensation Committee determined to waive the performance metrics applicable to the remaining unvested portions of such awards and such awards remain subject solely to time-based vesting. The waiver of the performance metrics resulted in an accounting modification of the 2023 Haycraft Award and the 2024 PSOs and the incremental fair value associated with such modification is reported in the Summary Compensation Table as required by SEC rules. Retention Awards for Certain Executive Officers As noted above, certain stockholders expressed concerns regarding the retentive value of outstanding equity awards in light of stock price performance, as well as the motivational impact of an annual incentive program that had not resulted in payouts in prior years. In light of these concerns, and to retain key executives during a critical period of leadership transition and significant operational execution and strategic transformation, the Compensation Committee approved targeted retention arrangements in 2025 for Messrs. Crespo, Middleton, Fullerton and Haycraft. Mr. Crespo received a retention award with a total value of $440,000 in connection with the Company’s leadership transition and ongoing transformation initiatives. Half of Mr. Crespo’s retention award was paid in May 2025 and the balance was paid in January 2026. Mr. Middleton, Mr. Fullerton and Mr. Haycraft also received retention bonuses. Mr. Middleton and Mr. Fullerton received a retention award with a total value of $600,000 and $550,000, respectively, in March 2025. Mr. Haycraft received a retention award with a total value of $361,113, $175,386 of which was paid in June 2025 and the balance of $185,727 in January 2026. The Compensation Committee determined that these retention awards were necessary and appropriate in light of the following specific circumstances: (i) the Company was undergoing a significant leadership transition, including the transition of the President and Chief Executive Officer roles, which created heightened retention risk for key members of the senior leadership team; (ii) the Company’s outstanding equity awards were substantially underwater as a result of the significant decline in the Company’s stock price, materially reducing the retentive value of the existing equity compensation program; (iii) the named executive officers’ base salaries were positioned below competitive market levels relative to executives in comparable roles at peer companies, further increasing retention risk; and (iv) the successful execution of Project Quantum Leap and the Company’s broader operational and financial transformation initiatives required continuity of experienced leadership over an extended period. The Compensation Committee structured these awards as cash payments, rather than equity, in order to provide immediate retentive value without further diluting existing stockholders. The Compensation Committee also considered the magnitude and justification of each award carefully, and determined that the amounts were reasonable in light of the retention objectives and the specific circumstances described above. These retention bonuses were provided as one-time, non-recurring arrangements outside of the Company’s annual incentive program and were not intended to replace or supplement performance-based compensation, but rather to address retention needs during a period of transition. The Compensation Committee does not intend for such awards to be a regular component of the Company’s executive compensation program and does not expect to grant similar off-cycle retention awards in the future absent extraordinary circumstances. Bonus in Lieu of 2025 Annual Equity Award Pursuant to the terms of the employment agreement between Mr. Middleton and the Company, dated November 19, 2024 (the “Middleton 2024 Employment Agreement”), Mr. Middleton was entitled to an annual award of restricted stock with a grant-date fair value of $1,500,000, subject to the availability of sufficient shares under the 2021 Plan. As of June 2025, the number of shares remaining available for issuance under the 2021 Plan was insufficient to permit the full equity grant contemplated for 2025 under the Middleton 2024 Employment Agreement. Accordingly, in the second quarter of 2025, the Company provided Mr. Middleton with a cash payment of $1,500,000 in lieu of the 2025 equity award. In determining the form and timing of this payment, the Compensation Committee considered the retention and compensation objectives of the original equity award, including the intent to deliver a competitive level of long-term compensation and to promote executive retention. The amount of the payment was based on the target grant-date fair value specified in the Middleton 2024 Employment Agreement, which contemplates delivery of that value through equity awards (or, in certain circumstances, cash payments) over time. The Compensation Committee determined that a single cash payment in 2025 was appropriate in lieu of installment payments in order to deliver this value in a timely manner and to avoid uncertainty associated with future payments tied to vesting and potential share availability constraints under the 2021 Plan. The Compensation Committee also determined not to adjust the cash payment for subsequent stock price fluctuations, as doing so could have resulted in outcomes materially above or below the originally intended compensation level. No additional discretionary adjustment was made to the value of this payment, and this approach was adopted due to share availability constraints and is not intended to represent the Company’s ongoing compensation practice. Following receipt of this payment, Mr. Middleton independently elected to use substantially all of the after-tax proceeds to purchase shares of the Company’s common stock in open market transactions, further aligning his interests with those of stockholders. Employment Arrangements

  44. Earned Payout as a Percentage of Target: 112.0%

    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. 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, 2025, 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, which are also considered by the Compensation Committee 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 later 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 and restricted stock units 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, 2025, all non-employee directors who have served on the Board for at least five years and all officers subject to the stock ownership guidelines were in compliance with the applicable 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 insider is not permitted to trade, unless the donee agrees not to sell the shares until the insider is permitted to sell. Clawback Policy 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 SEC rules under the Exchange Act and Nasdaq listing rules. The Clawback Policy provides that if the Company is required to prepare an accounting restatement due to the Company’s material non-compliance with any financial reporting requirement under the securities laws (including to correct an error in previously issued financial statements that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), 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-based compensation received by any current or former executive officer during the three fiscal years preceding the date on which the Company is determined to be required to restate its financial statements that is in excess of the amount that otherwise would have been received had such compensation been determined based on the restated financial measures, computed without regard to any taxes paid. 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. Additionally, covered persons are not entitled to indemnification for any erroneously awarded compensation recovered under the Clawback Policy. 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 Company’s Form 10-K for the fiscal year ended December 31, 2024.

  45. 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.

  46. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the total compensation awarded to, earned by or paid to during the fiscal years indicated for each of our named executive officers:

  47. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jose Luis Crespo | | | | | | | | | | Chief Executive Officer and President | 2025 | 397,471 | 477,600(4) | — | 1,196,250 | 526,400 | 21,112 | 2,618,833 | | | 2024 | 375,607 | 110,000 | 330,001 | 806,250 | — | 20,862 | 1,642,720 | | | 2023 | 400,000 | — | — | 3,242,500 | — | 17,805 | 3,660,305 | | Andrew J. Marsh | | | | | | | | | | Non-Executive Chairman and Former Executive Chairman and Chief Executive Officer | 2025 | 791,878(5) | — | — | 2,655,000 | 929,600 | 24,175 | 4,400,653 | | | 2024 | 783,654 | — | — | 1,612,500 | — | 23,925 | 2,240,079 | | | 2023 | 750,000 | — | — | 6,485,000 | — | 17,805 | 7,252,805 |

  48. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Paul B. Middleton | | | | | | | | | | Chief Financial Officer and Executive Vice President | 2025 | 546,407 | 2,100,000(6) | — | — | 672,000 | 21,112 | 3,339,519 | | | 2024 | 444,770 | 710,000(7) | 2,830,002 | 806,250 | — | 20,862 | 4,811,884 | | | 2023 | 400,000 | — | — | 3,242,500 | — | 17,805 | 3,660,305 | | Dean C. Fullerton | | | | | | | | | | Chief Operating Officer | 2025 | 559,059 | 550,000(8) | — | 1,270,500 | 638,400 | 21,112 | 3,039,071 | | | 2024 | 232,693(9) | 825,000(10) | — | 965,000 | — | 1,582 | 2,024,275 | | Benjamin Haycraft | | | | | | | | | | Chief Strategy Officer and General Manager EMEA Region | 2025(11) | 482,175 | 175,386(12) | 130,334 | 1,050,000 | 417,537 | 3,457 | 2,258,889 |

  49. 2025 Summary Compensation Table

    The amounts reported in this column represent (i) the aggregate grant date fair value of restricted stock and option awards and (ii) the aggregate incremental fair value resulting from the modification of the 2023 Haycraft Award and 2024 PSOs. Such grant date fair values and incremental fair values were 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 regarding the valuation assumptions with respect to restricted stock and option awards, refer to Note 19 of the Company’s consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2025. (2) The amounts reported represent cash awards earned under the Company’s annual non-equity incentive compensation program for 2025, based on the achievement of Company and individual performance goals. For additional information, see “2025 Annual Cash Bonuses” above. (3) For Messrs. Crespo, Marsh, Middleton and Fullerton the amounts reported represent the Company’s matching contributions on behalf of each of such named executive officers to the Plug Power 401(k) savings plan and Company contributions for group term life insurance for each of such named executive officers. The amount reported for Mr. Haycraft represents employer-provided benefits in his jurisdiction, consisting of meal and fitness benefits. (4) Represents the half of Mr. Crespo’s retention award that was paid in 2025 and the portion of his 2025 annual bonus that was in excess of 112% of his 2025 target bonus. The remainder of his retention bonus was paid in January 2026 and will be reported in the Summary Compensation Table in next year’s proxy statement. Effective May 2025, Mr. Marsh irrevocably elected to have 50% of his 2025 base salary paid in shares of the Company’s common stock. Effective November 2025, the Board terminated the program pursuant to which Mr. Marsh elected to receive common stock in lieu of base salary and Mr. Marsh’s base salary for the remainder of the year was paid in cash. The amount reported consists of (i) $525,983 paid in cash and (ii) $265,895 paid in shares of the Company’s common stock. The number of shares delivered in lieu of cash was determined by dividing the amount elected to be received in stock by the trailing average 30-day closing price of the Company’s common stock on the NASDAQ Capital Market on the last day of each month from May through October, rounded up to the nearest whole share. Represents (i) a $600,000 retention bonus paid in 2025 and (ii) a $1,500,000 cash payment made to Mr. Middleton in lieu of his 2025 guaranteed annual equity award pursuant to the terms of his employment agreement. This amount was paid in cash rather than in the form of an equity award because the Company did not have sufficient shares remaining available for grant under the 2021 Plan. See “— Bonus in Lieu of 2025 Annual Equity Award.” (7) 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. (8) Represents a retention bonus paid in 2025. (9) Mr. Fullerton commenced his employment with the Company on July 29, 2024 and the amount reported represents his prorated base salary for 2024. (10) 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 his then-existing employment agreement with the Company. (11) All compensation amounts for Mr. Haycraft reflect amounts converted to U.S. dollars from euros, using an average exchange rate of $1.13 U.S. dollars to 1.00 Euro for the period January 2025 through December 2025. (12) Represents the portion of Mr. Haycraft’s retention award that was paid in 2025. The remainder was paid in January 2026 and will be reported in the Summary Compensation Table in next year’s proxy statement.

  50. 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 in the fiscal year ended December 31, 2025 was Mr. Marsh. We identified the median employee using our employee population on December 31, 2025. Our employee population included 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, 2025 for all individuals who were employed by us on December 31, 2025, the last day of our payroll year. Our median employee compensation for the year ended December 31, 2025, calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, was $61,068. Mr. Marsh’s compensation for the year ended December 31, 2025, as reported in the Summary Compensation Table, was $4,400,653. Therefore, our Chief Executive Officer pay ratio is approximately 72:1. 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 ratio measure in making compensation decisions.

  51. 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, 2025.

  52. 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 (#)(3) | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Exercise or Base Price of Option Awards ($/Share)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Target (#) | | | | | | Jose Luis Crespo | — | 235,000 | 470,000 | 705,000 | — | — | — | — | — | | | 4/21/25 | — | — | — | — | 375,000 | — | 2.41 | 145,250 | | | 9/4/2025 | — | — | — | — | 1,000,000 | — | 1.44 | 1,050,000 | | Andrew J. Marsh | — | 415,000 | 830,000 | 1,245,000 | — | — | — | — | — | | | 4/21/25 | — | — | — | — | 750,000 | — | 2.41 | 292,500 | | | 9/4/2025 | — | — | — | — | 2,250,000 | — | 1.44 | 2,362,500 | | Paul B. Middleton | — | 300,000 | 600,000 | 900,000 | — | — | — | — | — | | Dean C. Fullerton | — | 285,000 | 570,000 | 855,000 | — | — | — | — | — | | | 4/21/25 | — | — | — | — | 500,000 | — | 2.47 | 220,500 | | | 9/4/2025 | — | — | — | — | 1,000,000 | — | 1.44 | 1,050,000 | | Benjamin Haycraft | — | 186,401 | 372,801 | 559,202 | — | — | — | — | — | | | 4/21/25 | — | — | — | — | — | 166,667 | — | 130,334 | | | 9/4/2025 | — | — | — | — | 1,000,000 | — | 1.44 | 1,050,000 |

  53. 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 potential payouts under the Company’s annual non-equity incentive compensation program for 2025, based on achievement of performance goals, with threshold, target and maximum payout opportunities. (3) This column shows the number of shares subject to time-based stock options granted on September 4, 2025 to the named executive officers and the number of shares subject to 2024 PSOs that were modified on April 21, 2025. The time-based stock options granted in 2025 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 through the applicable vesting date. (4) This column shows the number of shares subject to the 2023 Haycraft Award that was modified on April 21, 2025. This column shows the per share exercise price of the stock options granted or modified in 2025. This column represents the aggregate grant date fair value or the aggregate incremental 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 19 of the Company’s consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2025. 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.

  54. 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, 2025. There were no other stock or option awards held by our named executive officers as of December 31, 2025. For additional information about the awards, see the description of equity incentive compensation in the section titled “Compensation Discussion and Analysis.”

  55. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards(1) | | | | | | Stock Awards(1) | | | | 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($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | Jose Luis Crespo | | | | | | | | | | | 8/28/18 | 66,668 | — | — | 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 | 175,000 | — | — | 13.20 | 9/28/30 | — | — | | | 9/22/21 | 411,667 | — | — | 26.92 | 9/22/28 | — | — | | | 5/18/23 | 333,333 | 166,667 | — | 7.87 | 5/18/30 | — | — | | | 5/18/23 | — | — | 250,000 | 7.87 | 5/18/30 | — | — | | | 4/26/24 | 125,000 | 250,000 | | 2.41 | 4/26/31 | — | — | | | 4/26/24 | 125,000 | 250,000 | — | 2.41 | 4/26/31 | — | — | | | 9/4/25 | — | 1,000,000 | — | 1.44 | 9/4/35 | — | — | | 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 | 666,667 | 333,333 | — | 7.87 | 5/18/30 | — | — | | | 5/18/23 | — | — | 500,000 | 7.87 | 5/18/30 | — | — | | | 4/26/24 | 250,000 | 500,000 | — | 2.41 | 4/26/31 | — | — | | | 4/26/24 | 250,000 | 500,000 | — | 2.41 | 4/26/31 | — | — |

  56. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards(1) | | | | | | Stock Awards(1) | | | | 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($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | | 9/4/25 | — | 2,250,000 | — | 1.44 | 9/4/35 | — | — | | 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 | 333,333 | 166,667 | — | 7.87 | 5/18/30 | — | — | | | 5/18/23 | — | — | 250,000 | 7.87 | 5/18/30 | — | — | | | 4/26/24 | 125,000 | 250,000 | — | 2.41 | 4/26/31 | — | — | | | 11/19/24 | — | — | — | — | — | 868,056(5) | 1,710,070 | | Dean C. Fullerton | | | | | | | | | | | 7/31/24 | 166,667 | 333,333 | — | 2.47 | 7/31/34 | — | — | | | 7/31/24 | 166,667 | 333,333 | — | 2.47 | 7/31/34 | — | — | | | 9/4/25 | — | 1,000,000 | — | 1.44 | 9/4/35 | — | — | | Benjamin Haycraft | | | | | | | | | | | 9/22/21 | 25,000 | — | — | 26.92 | 9/22/31 | — | — | | | 7/31/23 | — | — | — | — | — | 83,333(7) | 164,166 | | | 7/31/23 | — | — | — | — | — | 83,333(8) | 164,166 | | | 11/7/24 | — | — | — | — | — | 153,333(9) | 302,066 | | | 9/4/25 | — | 1,000,000 | — | 1.44 | 9/4/35 | — | — |

  57. 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 with the Company through the applicable vesting date. The performance-based stock options (“PSOs”) granted to the named executive officers in 2023 were subject to the following vesting conditions: (i) up to one-third (1/3) of the shares underlying the PSOs vested and became exercisable on each of the first three anniversaries of the grant date, subject to achievement of specified volume weighted average price (“VWAP”) thresholds; (ii) 33.33% of the shares underlying the PSOs satisfied the applicable performance-based vesting condition because the VWAP exceeded $9.84; an additional 33.33% satisfied the applicable performance-based vesting condition because the VWAP equaled or exceeded $11.81; and (iii) the remaining 33.34% of the shares underlying the PSOs satisfied the applicable performance-based vesting condition because the VWAP equaled or exceeded $13.77. The shares earned upon achievement of the performance conditions are reflected in the two columns to the left. The 2024 PSOs were subject to the following condition: 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 continued service. On April 21, 2025, the Compensation Committee waived the stock price condition for the 2024 PSOs and these awards are now subject solely to time-based vesting requirements, which are satisfied in three equal annual installments following the grant date, subject to the named executive officer’s continued service with the Company through the applicable vesting date. (5) These restricted stock awards 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. (6) Represents the market value of the unvested restricted stock awards calculated based on the closing price of our common stock ($1.97) on December 31, 2025, the last business day of fiscal year 2025. (7) Represents the first tranche of performance restricted stock units that were not modified, and the performance condition has not yet been met. (8) Represents the third tranche of performance restricted stock units that were modified in April 2025 to remove the performance hurdle, so that the only vesting condition is subject to the named executive officer’s continued service with the Company through the applicable vesting date. (9) These restricted stock units 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.

  58. 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, 2025. 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, 2025.

  59. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | Jose Luis Crespo | 29,783 | 25,110 | | Andrew J. Marsh(2) | — | — | | Paul B. Middleton | 463,811 | 953,930 | | Dean C. Fullerton | — | — | | Benjamin Haycraft | 176,668 | 379,603 |

  60. Option Exercises and Stock Vested

    Amounts disclosed in this column were calculated based on the closing price of the Company’s common stock on the vesting date. The amounts reported for Mr. Marsh exclude fully vested shares of common stock received in lieu of base salary in 2025.

  61. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Messrs. Marsh, Crespo, Middleton, Fullerton and Haycraft were parties to employment agreements with the Company during 2025 that provided for potential payments and benefits upon certain qualifying terminations of employment, as discussed above in “Employment Arrangements.” Severance payments and benefits under the employment agreements were generally 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 would not have been entitled to receive severance payments or benefits in the event he breached applicable restrictive covenant obligations, including those set forth in his confidentiality and related agreements. 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 Messrs. Marsh, Crespo, Middleton, Fullerton or Haycraft had been terminated without Cause on December 31, 2025 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 agreements for such named executive officer would have been as follows: Mr. Marsh — $1,253,470, Mr. Crespo — $480,048, Mr. Middleton — $625,218, Mr. Fullerton — $585,159 and Mr. Haycraft — $497,068. Messrs. Marsh, Crespo, Middleton, Fullerton and Haycraft were parties to employment agreements with the Company during 2025 that provided for potential payments 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 were 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 would not have been entitled to receive any such payment in the event he breached applicable restrictive covenant obligations. 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, 2025 and, on that date, the employment of Messrs. Marsh, Crespo, Middleton, Fullerton and Haycraft had been terminated by the Company without Cause or the executive had resigned for Good Reason, the value of the severance packages, including salary, benefits and accelerated vesting of equity awards under the employment agreements and award agreements, for each such named executive officer would have been as follows: Mr. Marsh — $2,913,470, Mr. Crespo — $656,714, Mr. Middleton — $2,335,288, Mr. Fullerton — $761,825 and Mr. Haycraft — $988,933. The employment agreements for Messrs. Marsh, Crespo, Middleton and Fullerton provided for a modified cutback such that, in the event any payments or benefits payable would have been subject to the excise tax imposed by Section 4999 of the Code, such payments and benefits would have been reduced to the extent necessary so that no such excise tax applied, but only if such reduction would have resulted in the executive receiving a greater after-tax amount than if no reduction were made. The foregoing amounts do not reflect any such reduction. None of Messrs. Marsh, Crespo, Middleton and Fullerton were entitled to any tax gross-up payments related to severance payments or otherwise. Post-Employment and Consulting Arrangement On March 2, 2026, Mr. Marsh entered into a non-executive chairman agreement with the Company. Pursuant to this agreement, Mr. Marsh will serve as non-executive Chairman for an initial two-year term, subject to extension by mutual agreement. During the term, Mr. Marsh will receive (i) an annual cash retainer of $200,000, payable quarterly in arrears, (ii) a $225,000 one-time non-qualified stock option award granted on the effective date that vests in full on the one-year anniversary of grant and (iii) an annual equity award with a grant date value of $225,000, consisting of 50% non-qualified stock options and 50% restricted common stock, each vesting in full on the first anniversary of grant, subject to continued service. All equity awards granted to Mr. Marsh pursuant to the non-executive chairman agreement will become fully vested upon a Sale Event (as defined in the 2021 Plan). The chairman agreement also provides for a lump-sum payment equal to twelve (12) months of the Company’s share of group health premiums in effect on the effective date or, at the Company’s election, in equal monthly installments over the twelve-month period. The chairman agreement supersedes Mr. Marsh’s prior employment agreement, and all compensation, severance, bonus, change-in-control, benefits and other employment-related provisions thereunder terminated effective March 2, 2026, except to the extent previously accrued and unpaid. In addition, on March 2, 2026, Mr. Marsh entered into a consulting agreement with the Company, pursuant to which Mr. Marsh agreed to provide transitional consulting services for an initial two-year term and will receive consulting fees of $155,000 per quarter, payable in arrears. In addition, subject to Board approval, Mr. Marsh will receive quarterly non-qualified stock option awards with a grant date fair value of $150,000 per quarter, vesting in accordance with the Company’s standard vesting schedule for non-employee service providers, subject to an aggregate annual cap of $600,000, and all such quarterly awards will become fully vested upon a Sale Event (as defined in the 2021 Plan). Pursuant to the chairman agreement and the consulting agreement, all outstanding equity awards held by Mr. Marsh as of March 2, 2026 will continue to be governed by and vest in accordance with the 2021 Plan subject to his continued service to the Company.

  62. 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. CAP is calculated in accordance with SEC rules and does not represent compensation actually realized or received by the executives. 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.

  63. Pay Versus Performance Table

    Pay Versus Performance Table

  64. 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.) | | 2025 | $4,400,653 | $5,508,082 | $2,814,078 | $3,151,734 | $6 | $64 | $(1,632) | $710 | | 2024 | $2,240,079 | $(406,623) | $2,760,755 | $1,749,209 | $6 | $48 | $(2,105) | $629 | | 2023 | $7,252,805 | $(4,110,966) | $3,697,805 | $(1,575,440) | $13 | $60 | $(1,369) | $891 | | 2022 | $766,555 | $(75,973,705) | $935,683 | $(26,246,111) | $36 | $65 | $(724) | $701 | | 2021 | $52,248,305 | $3,988,254 | $23,665,540 | $11,696,569 | $83 | $97 | $(460) | $502 |

  65. Pay Versus Performance Table

    (1) Andrew J. Marsh served as the PEO for the entirety of 2025, 2024, 2023, 2022 and 2021. Our Non-PEO NEOs for the applicable years were as follows: • 2025: Jose Luis Crespo, Paul B. Middleton, Dean Fullerton and Benjamin Haycraft • 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. (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. (4) Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “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. The following table provides a reconciliation of the Summary Compensation Table totals to CAP for the PEO and the average of the Non-PEO NEOs, as required by SEC rules.

  66. Pay Versus Performance Table

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | 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 | 4,400,653 | 2,814,078 | $2,240,079 | $2,760,755 | $7,252,805 | $3,697,805 | $766,555 | $935,683 | $52,248,305 | $23,665,540 | | 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 | $(2,655,000) | $(911,771) | $(1,612,500) | $(1,635,938) | $(6,485,000) | $(3,242,500) | $0 | $(517,333) | $(50,800,000) | $(22,887,250) | | 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 | 3,613,251 | 1,204,417 | $1,102,500 | $1,323,516 | $2,945,000 | $1,472,500 | $0 | $324,000 | $52,156,620 | $22,534,449 | | 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 | 368,492(1) | 77,673(1) | $(1,553,923) | $(582,721) | $(6,350,608) | $(2,967,601) | $(73,054,958) | $(25,617,390) | $(40,367,440) | $(9,546,769) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | $0 | $0 | $0 | $106,031 | $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 | (219,314) | (29,850) | $(123,779) | $(41,495) | $(1,473,163) | $(535,644) | $(3,685,302) | $(1,371,071) | $(9,249,231) | $(2,069,401) | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | $0 | (2,813) | $(459,000) | $(180,939) | $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 | 5,508,082 | 3,151,734 | $(406,623) | $1,749,209 | $(4,110,966) | $(1,575,440) | $(75,973,705) | $(26,246,111) | $3,988,254 | $11,696,569 |

  67. Pay Versus Performance Table

    A performance-based tranche of equity awards granted in a prior year was modified during 2025 to remove performance conditions, such that vesting was based solely on continued service. This modification increased the fair value of the award as of December 31, 2025 compared to December 31, 2024. 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 2025. 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. Revenue Gross Margin Individual Performance Goals 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.