DEF 14A of Tecogen Inc., Apr 23, 2024

DEF 14A of Tecogen Inc.

Filed Apr 23, 2024 · FY20230001537435-24-000044

Open on EDGAR

  1. Biographical Information Regarding Directors

    Biographical Information Regarding Directors Angelina M. Galiteva has been Chairperson of the board of directors since 2005. Ms. Galiteva is founder and Chair of the Board for the Renewables 100 Policy Institute, a non-profit entity dedicated to the global advancements of renewable energy solutions since 2008. Since 2003 she has also been Chairperson at the World Council for Renewable Energy (WCRE), which focuses on the development of legislative and policy initiatives to facilitate the introduction and growth of renewable energy technologies. Since 2011, she has served on the Board of Governors of the California Independent System Operator (CA ISO), providing direction and oversight for the CA ISO which operates the California electricity grid. She is also a principal at New Energy Options, Inc., a company focusing on advancing the integration of sustainable energy solutions since 2006, and has been a strategic consultant with Renewable Energy Policy and Strategy Consulting since 2004. Ms. Galiteva holds a M.S in Environmental and Energy Law, a J.D. from Pace University School of Law, and a B.S. from Sofia University in Bulgaria. Ms. Galiteva is currently serving as Chairperson and as a director and serves as Chair of our Audit Committee and member of our Compensation Committee. Our board has determined that, based on Ms. Galiteva’s prior experience in the energy field, she is qualified to be a member of the board. John N. Hatsopoulos has been a member of our board of directors since its founding in 2000 (other than the period between June 6, 2018 and February 1, 2019) and was our Chief Executive Officer or Co-Chief Executive Officer until March 29, 2018. He also was the Chief Executive officer or Co-Chief Executive Officer of American DG Energy Inc., or ADGE, until ADGE merged with us in May of 2017, or the ADGE Merger, and was on the board of directors of ADGE until March 29, 2018. Mr. Hatsopoulos was the Chairman of EuroSite Power Inc., a former affiliate of ours, from 2009 until 2016. Mr. Hatsopoulos was a co-founder of Thermo Electron Corporation, which is now Thermo Fisher Scientific. He was formerly the President and Vice Chairman of the Board of Directors of that company. He is a former Member of the Corporation of Northeastern University. He graduated from Athens College in Greece and holds a B.S. in history and mathematics from Northeastern University, as well as honorary doctorates in business administration from Boston College and Northeastern University. On February 1, 2019, Mr. Hatsopoulos was reappointed by the board as a director, and is currently serving as a Tecogen director. Our board has determined that, based on Mr. Hatsopoulos extensive leadership experience in senior positions at Thermo Electron Corporation and education, he is qualified to be a member of our board. John M. Albertine was appointed to our board on December 7, 2022. Dr. Albertine has served on the board of numerous public companies including Fruit of the Loom, Thermo Electron Corporation (now Thermo Fisher Scientific Corporation), American Precision Industries, Intersections Inc, DynaTech Corporation and Kadant Inc. He has also served as the Vice Chairman of the Fruit of the Loom Company and has served on two Presidential Commissions under President Reagan. Presently, Dr. Albertine is the CEO of Albertine Enterprises Inc. a public policy and advocacy firm based in Washington DC. He is also the Managing Partner at JJ&B an investment banking firm. Dr. Albertine has previously served as the Chair of the Economics Department at the Mary Washington College of the University of Virginia and as an Adjunct Professor at the US Marine Corps, Command and Staff College at Quantico. Dr. Albertine has a Ph.D. in Economics from the University of Virginia and Doctor of Humanities (honorary) from King’s College, PA. Dr. Albertine currently serves as a director and serves as a member on our Audit Committee. Our board has determined that, based on Dr. Albertine's significant experience as a board member with several public companies and education, he is qualified to be a member of our board. Ahmed F. Ghoniem has been a member of our board of directors since 2008. Dr. Ghoniem is the Ronald C. Crane Professor of Mechanical Engineering at MIT. He is also the Director of the Center for 21st Century Energy, and the head of Energy Science and Engineering at MIT, where he plays a leadership role in many energy-related activities, initiatives and programs. He joined MIT as an Assistant Professor in 1983. He is an associate fellow of the American Institute of Aeronautics and Astronautics, and Fellow of American Society of Mechanical Engineers, and was a recipient of KAUST Investigator Award. Dr. Ghoniem holds a Ph.D. in Mechanical Engineering from the University of California, Berkeley, and a M.S. and B.S. in Mechanical Engineering from Cairo University. Dr. Ghoniem is currently serving as a director, and serves as the Chair of our Nominating and Governance Committee and a member of our Compensation Committee. Our board has determined that, based on Dr. Ghoniem’s prior experience as a Professor of Mechanical Engineering at MIT and his prior experience in the energy sector, he is qualified to be a member of our board. Susan Hirsch was appointed to our board in September 2023. Ms. Hirsch has over 40 years of experience in investment management and finance. Since 2020, she has served as a member of the Board of Directors and the Audit and Finance Committee of Agenus Inc., a publicly traded biotechnology company, and she serves as a Trustee for the Baruch College Fund. From 2005 until February 2021, Ms. Hirsch was a Managing Director and Portfolio Manager at Nuveen Asset Management LLC, a registered investment advisor and a Teachers Insurance and Annuity Association of America-College Retirement Equities Fund (TIAA, formerly TIAA-CREF) company, where she was responsible for managing over $20 billion in assets including the TIAA-CREF Large-Cap Growth Fund. Prior to joining Nuveen, she served as Executive Vice President and Portfolio Manager for the Mid-Cap Growth and Technology Sector portfolios at Jennison Associates, a registered investment advisor and a Prudential Financial, Inc. company. Ms. Hirsch’s previous experience also includes investment management positions at Lehman Brothers Global Asset Management and Delphi Asset Management as a Senior Portfolio Manager for the Selected Growth Stock Portfolio. She began her career as an analyst at Smith Barney and Lehman Brothers where the success of her quantitative model led to her subsequent recognition as a top ranked institutional analyst for small cap growth stocks in 1991, 1992 and 1993, and holds a BS in Accounting from Brooklyn College. Our board has determined that, based on Ms. Hirsch prior experience in investment management and finance, she is qualified to be a member of our board. Earl R. Lewis III served as Chairman of the board and as Chief Executive Officer and President of FLIR Systems from 2000 through May 2013, and since May 2013 as Chairman of the Board and as a senior consultant to FLIR Systems. Mr. Lewis also served as Chairman of the Board of Harvard Bio Science from 2013 through June 2018, as CEO and President of Thermo Instrument Systems from 1998 to 2000, as President in 1997, and as COO in 1996. Mr. Lewis also served as CEO and President of Thermo Optek Corporation from 1994 to 1996, as President of Thermo Jarrell Ash Corporation from 1988 to 1994, and in senior operations and manufacturing roles at Thermo Jarrell Ash since 1984 and at other companies in previous years. Mr. Lewis holds a B.S. from Clarkson College of Technology. Mr. Lewis is currently serving as a director and serves as the Chair of our Compensation Committee. Our board has determined that, based on Mr. Lewis' extensive leadership experience in senior positions, he is qualified to be a member of our board.

  2. Biographical Information Regarding Directors

    Abinand Rangesh has been with the Company since 2016 and has held roles in various divisions including sales, business development and most recently Chief Financial Officer and Treasurer. Dr. Rangesh was appointed as our Chief Executive Officer on January 30, 2023 and has served, and continues to serve as our Chief Financial Officer (Principal Financial Officer) and Treasurer since June 14, 2021. Prior to joining Tecogen, he was an executive in renewable energy and software startups. His work as CTO at LumiSolair earned the company the 2013 EPA award. In addition, Dr. Rangesh has multiple design patents and has published multiple scientific papers in peer reviewed journals. Dr. Rangesh earned both his Ph.D. and undergraduate degrees in engineering from the University of Cambridge, United Kingdom. Dr. Rangesh is a citizen of the United States and the United Kingdom. Dr. Rangesh was appointed by our board in June 2021 to serve as a director and is currently serving as a director. Our board has determined that, based on Dr. Rangesh's prior experience and education, he is qualified to be a member of our board. There are no arrangements or understandings between any of our directors or executive officers and any other individuals regarding his or her selection as a director. There are no family relationships between any current executive officer, director, or director nominee. There are no material proceedings to which any of our directors, officers or affiliates, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, affiliate or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

  3. Securities Authorized for Issuance Under Equity Compensation Plans

    Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of December 31, 2023, regarding shares of common stock that may be issued under the Company’s 2006 Stock Incentive Plan, as amended, and the 2022 Stock Incentive Plan.

  4. Securities Authorized for Issuance Under Equity Compensation Plans

    | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in second column) | | Equity compensation plans approved by security holders | 3,638,122 | $1.49 | 3,312,568 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 3,638,122 | $1.49 | 3,312,568 |

  5. Securities Authorized for Issuance Under Equity Compensation Plans

    The 2006 Stock Incentive Plan and 2022 Stock Incentive Plan are intended to provide incentives to Company officers, directors, employees, and consultants by providing such individuals with opportunities to purchase stock in the Company pursuant to options granted which do not qualify as “Incentive Stock Options,” or “ISO” or “ISOs,” under Section 422(b) of the Internal Revenue Code of 1986, as amended, or the “Code;” such options being an “NSO” or “NSOs”.

  6. COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

    COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS Summary Compensation Table The following table sets forth information regarding annual and long-term compensation with respect to the fiscal years ended December 31, 2023 and 2022, paid or accrued by the Company to or on behalf of those persons who were, during the fiscal years ended December 31, 2022 or December 31, 2023, the Company's Chief Executive Officer, Chief Financial Officer and the Company's most highly compensated named executive officers serving as such as of December 31, 2023 whose compensation was in excess of $100,000 ("Named Executive Officers").

  7. COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) (1) | All other compensation ($) (2) (10) | Total ($) | | Named Executive Officers | | | | | | | | | Abinand Rangesh | 2023 | 167,500 | — | — | 56,700 | 2,001 | 226,201 | | Chief Executive and Financial Officer (Principal Executive and Financial Officer) and Treasurer (3) | 2022 | 167,500 | — | — | 29,330 | 308 | 197,138 | | Robert A. Panora | 2023 | 161,477 | — | — | — | 1,959 | 163,436 | | Chief Operating Officer and President (4) | 2022 | 160,000 | — | — | 21,998 | 4,115 | 186,113 | | John K. Whiting, IV | 2023 | 163,800 | — | — | 15,188 | 1,981 | 180,969 | | General Counsel and Secretary (5) | 2022 | 164,100 | — | — | 21,998 | 2,188 | 188,286 | | Joseph E. Gehret | 2023 | 160,500 | — | — | 30,375 | 1,959 | 192,834 | | Vice President of Operations (6) | 2022 | 157,329 | — | — | 21,998 | 1,386 | 180,713 | | Stephen Lafaille | 2023 | 171,673 | — | — | — | 1,722 | 173,395 | | Vice President of Business Development (7) | 2022 | 189,662 | 30,000 | — | 21,998 | 1,254 | 242,914 | | Roger P. Deschenes | 2023 | 142,425 | — | — | 15,188 | 1,363 | 158,976 | | Chief Accounting Officer (8) | 2022 | 141,711 | — | — | 21,998 | 1,401 | 165,110 | | Former Principal Executive Officer | | | | | | | | | Benjamin M. Locke | 2023 | 48,181 | — | — | — | 119,163 | 167,344 | | Former Chief Executive Officer | 2022 | 210,000 | — | — | 29,330 | 1,806 | 241,136 | | (Former Principal Executive Officer) (9) | | | | | | | |

  8. COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

    ______________________________________________________ (1)The amounts in the "Option Awards" column reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The assumptions used by us with respect to the valuation of stock and option awards are set forth in "Note 14 - Stockholders' Equity" to our Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. (2)Premiums paid by us for disability, group term life insurance and 401k Match for the year ended December 31, 2023 were as follows (amounts reported for the year ended December 31, 2022 are insurance premiums only):

  9. COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

    | Named Executive Officer | Insurance Premiums ($) | 401k Match ($) | Total ($) | | Abinand Rangesh | 1,501 | 500 | 2,001 | | Robert A. Panora | 1,459 | 500 | 1,959 | | John K. Whiting, IV | 1,481 | 500 | 1,981 | | Joseph E. Gehret | 1,459 | 500 | 1,959 | | Stephen Lafaille | 1,222 | 500 | 1,722 | | Roger P. Deschenes | 1,363 | — | 1,363 |

  10. COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

    (3) On January 30, 2023 Dr. Rangesh was appointed Chief Executive Officer. Dr. Rangesh was appointed Chief Financial Officer and Treasurer on June 16, 2021. (4) Mr. Panora transitioned to a part-time role on January 11, 2020. (5) Mr. Whiting has provided services on a part-time basis since he joined us in 2018 and provided approximately 30 hours of service per week in both 2022 and 2023. (6) Mr. Gehret was promoted to Vice President of Operations in 2022. (7) Mr. Lafaille was promoted to Vice President of Business Development in 2022. Includes base salary and sales commissions. (8) Mr. Deschenes has provided services on a part-time basis since he joined us in 2021 and provided approximately 30 hours of service per week in both 2022 and 2023. (9) Mr. Locke resigned as our Chief Executive Officer on January 30, 2023. (10) Mr. Locke was paid $119,163 under a Consulting Agreement dated January 27, 2023, which agreement expired on January 31, 2024. See "Employment Contracts and Termination of Employment and Change in Control Arrangements" below for the terms of certain agreements and change-in-control provisions.

  11. Executive Officer Outstanding Equity Awards

    Executive Officer Outstanding Equity Awards The following table sets forth information with respect to outstanding equity awards held by our executive officers as of December 31, 2023.

  12. Executive Officer Outstanding Equity Awards

    | | Option Awards | | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Equity incentive awards; number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | | Option expiration date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | | Abinand Rangesh(1) | 10,000 | — | | 3.91 | 12/12/2026 | — | — | | (2) | 25,000 | 25,000 | | 0.71 | 7/9/2030 | — | — | | (3) | 35,000 | 35,000 | | 1.10 | 1/21/2032 | — | — | | (4) | — | 140,000 | | 0.88 | 9/20/2033 | — | — | | Robert A. Panora(5) | 12,723 | — | | 0.79 | 4/29/2026 | — | — | | (6) | 100,000 | 100,000 | | 0.71 | 7/9/2030 | — | — | | (7) | 26,250 | 26,250 | | 1.10 | 1/21/2032 | — | — | | John K. Whiting, IV(8) | 10,000 | — | | 2.50 | 1/16/2028 | — | — | | (9) | 50,000 | — | | 3.80 | 12/11/2028 | — | — | | (10) | 50,000 | — | | 3.76 | 6/11/2029 | — | — | | (11) | 100,000 | 100,000 | | 0.71 | 7/9/2030 | — | — | | (12) | 26,250 | 26,250 | | 1.10 | 1/21/2032 | — | — | | (13) | — | 37,500 | | 0.88 | 9/20/2033 | — | — | | Joseph E. Gehret(14) | 25,000 | 25,000 | | 0.71 | 7/9/2030 | — | — | | (15) | 26,250 | 26,250 | | 1.10 | 1/21/2032 | — | — | | (16) | — | 75,000 | | 0.88 | 9/20/2033 | — | — | | Stephen Lafaille(17) | 6,362 | — | | 3.93 | 4/29/2026 | — | — | | (18) | 25,000 | 25,000 | | 0.71 | 7/9/2030 | — | — | | (19) | 26,250 | 26,250 | | 1.10 | 1/21/2032 | — | — | | Roger P. Deschenes(20) | 25,000 | 25,000 | | 0.78 | 9/21/2030 | — | — | | (21) | 26,250 | 26,250 | | 1.10 | 1/21/2032 | — | — | | (22) | — | 37,500 | | 0.88 | 9/20/2033 | — | — |

  13. Executive Officer Outstanding Equity Awards

    (1) Includes stock option award granted December 12, 2016 in connection with Dr. Rangesh's service with us, with 25% of the options vesting on December 12, 2017 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Dr. Rangesh's continued employment and subject to acceleration of vesting upon a change in control. (2) Includes stock option award granted on July 9, 2020 in connection with Dr. Rangesh's service with us, that provides that 50% of the options vest once we achieve Adjusted EBITDA of not less than 2% of revenue for two consecutive quarters and the remaining 50% of the options vest once we have achieved Adjusted EBITDA of 3% for four consecutive quarters, subject to Dr. Rangesh's continued employment and subject to acceleration of vesting upon a change in control. The initial performance target was achieved and 50% of the options vested on June 30, 2022. (3) Includes stock option award granted on January 21, 2022 in connection with Dr. Rangesh's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Dr. Rangesh's continued employment and subject to acceleration of vesting upon a change in control. (4) Includes stock option award granted on September 20, 2023 in connection with Dr. Rangesh's service with us, with 50% of the options vesting on September 20, 2024 and then 50% vesting on September 20, 2025, subject to Dr. Rangesh's continued employment and subject to acceleration of vesting upon a change in control. (5) Includes stock option award granted on May 12, 2016 to Mr. Panora in connection with the Ilios Merger. Upon completion of the Ilios Merger all option holders of Ilios Inc. received fully vested options of Tecogen according to an exchange ratio, where every 7.86 options of Ilios Inc., were exchanged for 1 fully vested option of Tecogen. (6) Includes stock option award granted on July 9, 2020 in connection with Mr. Panora's service with us, that provides that 50% of the options vest once we achieve Adjusted EBITDA of not less than 2% of revenue for two consecutive quarters and the remaining 50% of the options vest once we have achieved Adjusted EBITDA of 3% for four consecutive quarters, subject to Mr. Panora's continued employment and subject to acceleration of vesting upon a change in control. The initial performance target was achieved and 50% of the options vested on June 30, 2022. (7) Includes stock option award granted on January 21, 2022 in connection with Mr. Panora's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Panora's continued employment and subject to acceleration of vesting upon a change in control. (8) Includes stock option award granted January 16, 2018 in connection with Mr. Whiting's service with us, with 25% of the options vesting on January 16, 2019 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control. (9) Includes stock option award granted December 11, 2018 in connection with Mr. Whiting's service with us, with 25% of the options vesting on December 11, 2019 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control. (10) Includes stock option award granted June 11, 2019 in connection with Mr. Whiting's service with us, with 25% of the options vesting on June 11, 2020 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control. (11) Includes stock option award granted on July 9, 2020 in connection to Mr. Whiting's service with us, that provides that 50% of the options vest once we achieve Adjusted EBITDA of not less than 2% of revenue for two consecutive quarters and the remaining 50% of the options vest once we have achieved Adjusted EBITDA of 3% for four consecutive quarters, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control. The initial performance target was achieved and 50% of the options vested on June 30, 2022. (12) Includes stock option award granted on January 21, 2022 in connection with Mr. Whiting's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control. (13) Includes stock option award granted on September 20, 2023 in connection with Mr. Whiting's service with us, with 50% of the options vesting on September 20, 2024 and then 50% vesting on September 20, 2025, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control. (14) Includes stock option award granted on July 9, 2020 in connection with Mr. Gehret's service with us, that provides that 50% of the options vest once we achieve Adjusted EBITDA of not less than 2% of revenue for two consecutive quarters and the remaining 50% of the options vest once we have achieved Adjusted EBITDA of 3% for four consecutive quarters, subject to Mr. Gehret's continued employment and subject to acceleration of vesting upon a change in control. The initial performance target was achieved and 50% of the options vested on June 30, 2022. (15) Includes stock option award granted on January 21, 2022 in connection with Mr. Gehret's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Gehret's continued employment and subject to acceleration of vesting upon a change in control. (16) Includes stock option award granted on September 20, 2023 in connection with Mr.Gehret's service with us, with 50% of the options vesting on September 20, 2024 and then 50% vesting on September 20, 2025, subject to Mr. Gehret's continued employment and subject to acceleration of vesting upon a change in control. (17) Includes stock option awarded on April 29, 2016 in connection with Mr. Lafaille's service with us, options vesting in four equal annual installments commencing on April 29, 2017. (18) Includes stock option award granted on July 9, 2020 in connection with Mr. Lafaille's service with us, that provides that 50% of the options vest once we achieve Adjusted EBITDA of not less than 2% of revenue for two consecutive quarters and the remaining 50% of the options vest once we have achieved Adjusted EBITDA of 3% for four consecutive quarters, subject to Mr. Lafaille's continued employment and subject to acceleration of vesting upon a change in control. The initial performance target was achieved and 50% of the options vested on June 30, 2022. (19) Includes stock option award granted on January 21, 2022 in connection with Mr. Lafaillet's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Lafaille's continued employment and subject to acceleration of vesting upon a change in control. (20) Includes stock option award granted on September 20, 2020 in connection with Mr. Deschenes' service with us, that provides that 50% of the options vest once we achieve Adjusted EBITDA of not less than 2% of revenue for two consecutive quarters and the remaining 50% of the options vest once we have achieved Adjusted EBITDA of 3% for four consecutive quarters, subject to Mr. Deschenes' continued employment and subject to acceleration of vesting upon a change in control. The initial performance target was achieved and 50% of the options vested on June 30, 2022.

  14. Executive Officer Outstanding Equity Awards

    (21) Includes stock option award granted on January 21, 2022 in connection with Mr. Deschenes' service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Deschenes' continued employment and subject to acceleration of vesting upon a change in control. (22) Includes stock option award granted on September 20, 2023 in connection with Mr. Deschenes' service with us, with 50% of the options vesting on September 20, 2024 and then 50% vesting on September 20, 2025, subject to Mr. Deschenes' continued employment and subject to acceleration of vesting upon a change in control.

  15. Director Compensation

    Director Compensation We did not pay any cash compensation to our non-employee directors in 2021 and 2022. However, our non-employee directors are eligible to receive stock or option awards under our equity incentive plan. We did not award any stock or option awards for service as directors in 2021. In March 2022 our Board of Directors adopted a policy for compensation of non-employee directors of the Company pursuant to which each director is awarded options to purchase shares of our common stock consisting of options to purchase 100,000 shares awarded in connection with such director's initial appointment as a member of our Board, and options to purchase 25,000 shares of our common stock upon the director's reelection or reappointment to serve an additional term as a director. Such options vest in equal installments on the first, second, third, and fourth anniversaries of the date of grant. We reimburse all of our directors for reasonable travel and other expenses incurred in attending Board and committee meetings. Any director who is also one of our employees receives no additional compensation for serving as a director. The following table provides information for the year ended December 31, 2023 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2023, other than Dr. Rangesh, who is not included in the table below as he is an employee and receives no compensation for his services a director. The compensation received by Mr. Hatsopoulos is described below under the heading "Advisory Agreement," and the compensation received by Dr. Rangesh is shown in the "Summary Compensation Table" above.

  16. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock Awards ($) | Options Awards ($) | Non-equity incentive compensation earnings ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Angelina M. Galiteva | — | — | 12,475 | — | — | — | 12,475 | | John N. Hatsopoulos | 1 | — | 20,250 | — | — | — | 20,251 | | John M. Albertine | — | — | 12,475 | — | — | — | 12,475 | | Ahmed F. Ghoniem | — | — | 12,475 | — | — | — | 12,475 | | Susan Hirsch | — | — | 40,500 | — | — | — | 40,500 | | Earl R. Lewis, III | — | — | 12,475 | — | — | — | 12,475 |

  17. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  18. Pay Versus Performance (1)

    Pay Versus Performance (1)

  19. Pay Versus Performance (1)

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4)(5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (6) | Net Income (Loss) ($) (7) | | 2023 | 226,201 | 222,562 | 173,922 | 161,160 | $65 | (4,598,108) | | 2022 | 241,136 | 305,068 | 202,120 | 268,196 | $105 | (2,447,927) | | 2021 | 246,021 | 254,876 | 199,449 | 187,246 | $96 | 3,696,000 |

  20. Pay Versus Performance (1)

    ___________ (1) This table and the following discussions includes data for the "compensation actually paid" to Abinand Rangesh, our principal executive officer during the year ended December 31, 2023 and Benjamin Locke for the years ended December 31, 2021 and 2022 presented ("PEO"), and our other Named Executive Officers ("NEOs"), as calculated and presented in accordance with Item 402(v) of Regulation S-K. These calculated amounts incorporate the impact of changes in the price of our common stock on the value of unvested and unexercised stock options and do not necessarily reflect amounts of compensation earned by or paid to our PEO and other NEOs for the period presented. (2) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO's total compensation for each year presented to determine the "compensation actually paid":

  21. PEO Compensation Actually Paid Calculation

    PEO Compensation Actually Paid Calculation

  22. PEO Compensation Actually Paid Calculation

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Less: Reported Change in Actuarial Present Value of Pension Benefits ($) (c) | Pension Benefit Adjustments ($) (c) | Compensation Actually Paid to PEO ($) | | 2023 | 226,201 | (56,700) | 53,061 | — | — | 222,562 | | 2022 | 241,136 | (29,330) | 93,262 | — | — | 305,068 | | 2021 | 246,021 | — | 8,855 | — | — | 254,876 |

  23. PEO Compensation Actually Paid Calculation

    ____________ (a) The grant date fair value of equity awards represents the total amounts reported in "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in the prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value: (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and, (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate the fair values, as remeasured, differ from those disclosed at the time of grant as a result of changes to the Black-Scholes model assumption inputs used to value the equity awards held by our PEO and Non-PEOs. The amounts added or deducted in calculating the equity award adjustments are as follows:

  24. Non-PEO Average Compensation Actually Paid Calculation

    Non-PEO Average Compensation Actually Paid Calculation

  25. Non-PEO Average Compensation Actually Paid Calculation

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less: Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($) (a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | 173,922 | (12,150) | (612) | 161,160 | | 2022 | 202,120 | (2,000) | 68,076 | 268,196 | | 2021 | 199,449 | (16,700) | 4,497 | 187,246 |

  26. Non-PEO Average Compensation Actually Paid Calculation

    (a) The amounts added or deducted in calculating the equity award adjustments are as follows: