SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
SUBJECT TO COMPLETION, DATED MAY 30, 2025
![[MISSING IMAGE: sg_andrewmarsh-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001093691/000110465925054852/sg_andrewmarsh-bw.jpg)
Chief Executive Officer
Slingerlands, NY 12159
![[MISSING IMAGE: sg_andrewmarsh-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001093691/000110465925054852/sg_andrewmarsh-bw.jpg)
Chief Executive Officer
Subject to Completion, dated May 30, 2025
Slingerlands, NY 12159
(518) 782-7700
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By Order of the Board of Directors
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Gerard L. Conway, Jr.
Corporate Secretary |
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June [•], 2025
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125 Vista Boulevard
Slingerlands, NY 12159
(518) 782-7700
THE PROXY MATERIALS, AND VOTING YOUR SHARES
Mark J. Bonney
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Age: 71
Director since 2023
Board Committees: Audit (Chair); Regulatory Affairs
Class II Director: Continuing in Office until the 2025 Annual Meeting
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| | Mark J. Bonney has been a director of the Company since 2023. Mr. Bonney currently serves as President and Chief Executive Officer of On Board Advisors, LLC, a financial and strategic advisory firm. Since July 2020, Mr. Bonney has served on the board of directors of Tile Shop Holdings, Inc., a publicly traded specialty retailer of tile products and accessories. Prior to that, he served on the board of directors of Zix Corporation, a then-publicly traded provider of cloud email security solutions, from January 2013 until its merger in December 2021. Mr. Bonney also previously served as a director of SeaChange International, Inc., a provider of end-to-end video delivery and management software solutions, from August 2017 through December 2019, including as Executive Chair and principal executive officer from April 2019 through October 2019, and Independent Chairman from October 2019 through December 2019. From May 2018 until its merger in April 2019, he served as President and Chief Executive Officer and a director of RhythmOne plc (previously known as Blinkx and also known as RhythmOne Group), an online publicly traded provider of multi-screen digital advertising, where he also served as the Interim Chief Financial Officer from February 2019 to April 2019. Prior to that, Mr. Bonney served as President and Chief Executive Officer of MRV Communications, Inc., a publicly traded supplier of network equipment to the telecommunications industry, from December 2014 until its sale in August 2017 and as a director of MRV Communications, Inc. from April 2013 to August 2017. Mr. Bonney previously served as a director of Sigma Designs, Inc., a | |
Mark J. Bonney
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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.
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Gregory L. Kenausis
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Age: 55
Director since 2013
Board Committees: Audit; Compensation; Strategy and Financing
Class II Director: Continuing in Office until the 2025 Annual Meeting
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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.
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George C. McNamee
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Age: 78
Director since 1997
Board Committees: Compensation; Regulatory Affairs; Strategy and Financing
Class II Director: Continuing in Office until the 2025 Annual Meeting
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George C. McNamee serves as Chairman of the Company’s Board of Directors and has served as such since 1997. He was previously Chairman of First Albany Companies Inc. and a Managing Partner of FA Tech Ventures, an information and energy technology venture capital firm. As an executive and director of numerous companies, Mr. McNamee has navigated technological change, rapid-growth, crisis management, team building and strategy. As a public company director, Mr. McNamee has led board special committees, chaired audit committees, chaired three boards and has been an active lead director. Mr. McNamee served on the board of directors of HyVia, the Company’s joint venture with Renault SAS, from July 2021 to October 2024. He also served on several public company boards, including the boards of Mechanical Technology Inc. and the Home Shopping Network. He has been an early stage investor, director and mentor for private companies that subsequently went public, including MapInfo (now Pitney Bowes), META Group (now Gartner Group) and iRobot Corporation, where he served as a director from 1999 to 2016 and as lead director for the last 11 of those years. In 2011, Mr. McNamee was the first history major awarded the Yale Science and Engineering Association Distinguished Service Award. He served as a NYSE director from 1999 to 2004 and chaired its foundation. In the aftermath of the 1987 stock market crash, he chaired the Group of Thirty Committee to reform the Clearance and Settlement System. Mr. McNamee has been active as a director or trustee of civic organizations, including The Albany Academies and Albany Medical Center whose Finance Committee he chaired for 12 years. He is also a director of several private companies, a Sterling Fellow of Yale University and a Trustee of The American Friends of Eton College. He conceived and co-authored a book on the Chicago Conspiracy Trial. He received his Bachelor of Arts degree from Yale University.
We believe Mr. McNamee’s qualifications to sit on our Board include his experience serving on technology company boards, his background in investment banking, which has given him broad exposure to many financing and merger and acquisition issues, and experience with the financial sector and its regulatory bodies.
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Maureen O. Helmer
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Age: 68
Director since 2004
Board Committees: Audit; Corporate Governance and
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| | Maureen O. Helmer has been a director of the Company since 2004. Ms. Helmer worked at the law firm Barclay Damon, LLP until her retirement in 2021 as a senior member of the firm’s energy and telecommunications Regulatory Practice Area. Prior to joining Barclay Damon, LLP, Ms. Helmer was a member of Green & Seifter Attorneys, PLLC. From 2003 through 2006, she practiced as a partner in the law firm Couch White, LLP and then as a solo practitioner. | |
Maureen O. Helmer
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Nominating (Chair); Regulatory Affairs (Chair)
Class I Director: Continuing in Office until the 2027 Annual Meeting
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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.
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Kavita Mahtani
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Age: 54
Director since 2022
Board Committees: Audit; Strategy and Financing
Class I Director: Continuing in Office until the 2027 Annual Meeting
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| | Kavita Mahtani has been a director of the Company since 2022. Ms. Mahtani is Chief Financial Officer of HSBC Bank plc. In this role, Ms. Mahtani is responsible for the financial operations of HSBC Bank plc and all of its entities and operations, overseeing the financial functions, including accounting, regulatory reporting, stress testing and capital management. Prior to joining HSBC, Ms. Mahtani served in several leadership roles during her 13-year tenure with Citigroup, Inc., including Managing Director — Global Head of Asset and Liability Management, Chief Financial Officer, Global Corporate and Investment Banking, and Managing Director — Global Head of Financial Planning and Analysis, among others. Ms. Mahtani has also held roles with Morgan Stanley and Merrill Lynch & Company, Inc. Ms. Mahtani holds a B.S. in Economics from the University of Pennsylvania, The Wharton School, and an M.B.A. from the University of Chicago’s Graduate School of Business. | |
Kavita Mahtani
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| | | We believe Ms. Mahtani’s qualifications to sit on our Board include extensive experience with growth strategies, merger and acquisition implementation, and leadership. | |
Andrew J. Marsh
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Age: 69
Director since 2008
Board Committees: None
Class I Director: Continuing in Office until the 2027 Annual Meeting
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Andrew J. Marsh has been serving as the Company’s Chief Executive Officer since April 2008 and has been our director since 2008. As Chief Executive Officer, Mr. Marsh plans and directs all aspects of the organization’s policies and objectives, and is focused on building a company that leverages Plug Power’s combination of technological expertise, talented people and focus on sales growth and profitability to continue the Company’s leadership stance in the future alternative energy economy. Mr. Marsh also serves on the board of directors of Gevo, Inc., a publicly traded renewable chemicals and advanced biofuels company.
Previously, Mr. Marsh was a co-founder of Valere Power, where he served as chief executive officer and board member from the company’s inception in 2001, through its sale to Eltek ASA in 2007. Under his leadership, Valere grew into a profitable global operation with over 200 employees and $90 million in revenue derived from the sale of DC power products to the telecommunications sector. During Mr. Marsh’s tenure, Valere Power received many awards such as the Tech Titan award as the fastest growing technology company in the Dallas Fort Worth area and the Red Herring Top 100 Innovator Award. Prior to founding Valere, he spent almost 18 years with Lucent Bell Laboratories in a variety of sales and technical management positions.
Mr. Marsh is a prominent voice leading the hydrogen and fuel cell industry. Nationally, he is the former Chairman of the Fuel Cell and Hydrogen Energy Association, and was a member of the Hydrogen and Fuel Cell Technical Advisory Committee (“HTAC”) within the Department of Energy’s Hydrogen Program, which was disbanded in January 2021. HTAC was responsible for providing advice to the Department of Energy regarding its hydrogen and fuel cell program goals, strategies, and activities. Internationally, Mr. Marsh represents Plug Power in its role as supporting members of the Hydrogen Council, a global initiative of leading energy, transport and industry companies with a united vision and long-term ambition for hydrogen to foster the energy transition. Mr. Marsh holds a B.S. in Electrical Engineering Technologies from Temple University, an M.S. in Electrical Engineering from Duke University and an M.B.A. from Southern Methodist University.
We believe Mr. Marsh’s qualifications to sit on our Board include his extensive experience with the alternative energy industry, as well as his experience in management positions.
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Colin Angle
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Age: 57
Director since 2024
Board Committees: Compensation; Strategy and Financing
Class III Director: Continuing in Office until the 2026 Annual Meeting
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Colin Angle has been a director of the Company since August 2024. Prior to joining the Board, Mr. Angle was chief executive officer of iRobot Corporation from June 1997 to January 2024, where he was a co-founder and served on the board from October 1992 to May 2024, including as chairman of the board from October 2008 to January 2024. Mr. Angle previously worked at the National Aeronautical and Space Administration’s Jet Propulsion Laboratory, where he participated in the design of the behavior controlled rovers that led to Sojourner exploring Mars in 1997. He is a director of Ixcela, Inc., a private biotech company that provides support and treatment for a variety of gut related diseases. Mr. Angle holds a B.S. in Electrical Engineering and an M.S. in Computer Science, both from the Massachusetts Institute of Technology.
We believe Mr. Angle’s qualifications to sit on our Board include his extensive experience in management and director positions with similar companies, as well as his technical background and education.
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Patrick Joggerst
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Age: 67
Director since 2023
Board Committees: Compensation; Corporate Governance and Nominating
Class III Director: Continuing in Office until the 2026 Annual Meeting
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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.
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Gary K. Willis
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Age: 79
Director since 2003
Board Committees: Audit; Compensation (Chair); Corporate Governance and Nominating; Regulatory Affairs; Strategy and Financing
Class III Director: Continuing in Office until the 2026 Annual Meeting
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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.
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Gregory L. Kenausis
Maureen O. Helmer
Kavita Mahtani
Gary K. Willis
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2024
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2023
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Audit Fees
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| | | $ | 5,200,345 | | | | | $ | 5,397,650 | | |
Audit-Related Fees
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| | | $ | 413,986 | | | | | $ | 403,307 | | |
Tax Fees
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| | | $ | 34,977 | | | | | $ | 87,553 | | |
All Other Fees
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| | | $ | 2,046 | | | | | $ | 1,895 | | |
Total
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| | | $ | 5,651,354 | | | | | $ | 5,890,405 | | |
Committees
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Chair ($)
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Member ($)
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Audit Committee
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| | | | 25,000 | | | | | | 20,000 | | |
Compensation Committee
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| | | | 20,000 | | | | | | 10,000 | | |
Corporate Governance and Nominating Committee
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| | | | 15,000 | | | | | | 10,000 | | |
Strategy and Financing Committee (formerly Merger &
Acquisition / Strategy Committee) |
| | | | 15,000 | | | | | | 10,000 | | |
Regulatory Affairs Committee
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| | | | 15,000 | | | | | | 10,000 | | |
Name
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Fees Earned or
Paid in Cash(1)($) |
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Stock
Awards(2)($) |
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Option
Awards(3)($) |
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All Other
Compensation($) |
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Total($)
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Colin Angle(4)
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| | | | 25,576 | | | | | | — | | | | | | 167,987 | | | | | | — | | | | | | 193,563 | | |
Mark J. Bonney(5)
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| | | | 95,000 | | | | | | 112,500 | | | | | | 82,599 | | | | | | — | | | | | | 290,099 | | |
Maureen O. Helmer
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| | | | 110,000 | | | | | | 112,500 | | | | | | 82,599 | | | | | | — | | | | | | 305,099 | | |
Patrick Joggerst
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| | | | 80,000 | | | | | | 112,500 | | | | | | 82,599 | | | | | | — | | | | | | 275,099 | | |
Gregory L. Kenausis
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| | | | 105,004 | | | | | | 112,500 | | | | | | 82,599 | | | | | | — | | | | | | 300,103 | | |
Kavita Mahtani
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| | | | 90,000 | | | | | | 112,500 | | | | | | 82,599 | | | | | | — | | | | | | 285,099 | | |
George C. McNamee(6)
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| | | | 205,000 | | | | | | 112,500 | | | | | | 82,599 | | | | | | — | | | | | | 400,099 | | |
Kyungyeol Song(7)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gary K. Willis
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| | | | 130,000 | | | | | | 112,500 | | | | | | 82,599 | | | | | | — | | | | | | 325,099 | | |
Executive Officers
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Age
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Position
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Andrew J. Marsh | | |
69
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| | Chief Executive Officer and Director | |
Sanjay K. Shrestha | | |
51
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| | President | |
Paul B. Middleton | | |
58
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| | Chief Financial Officer and Executive Vice President | |
Dean C. Fullerton | | |
57
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| | Chief Operating Officer | |
Gerard L. Conway, Jr.
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60
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| | General Counsel, Corporate Secretary and Executive Vice President | |
Jose Luis Crespo | | |
55
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| | Chief Revenue Officer | |
Martin D. Hull | | |
57
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| | Corporate Controller and Chief Accounting Officer | |
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With Plug Power
Since: |
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Andrew J. Marsh, our Chief Executive Officer and a Director
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2008
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Sanjay K. Shrestha, our President
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2019
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Paul B. Middleton, our Chief Financial Officer and Executive Vice President | | |
2014
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Dean C. Fullerton, our Chief Operating Officer
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2024
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Gerard L. Conway, Jr., our General Counsel, Corporate Secretary, and Executive Vice President | | |
2000
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Compensation Element
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Purpose
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Features
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Base salary
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| | To attract and retain experienced and highly skilled executives. | | | Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and competitive market data. Following a period of no base salary increases since 2021, the incumbent named executive officers’ base salaries were adjusted to reflect current competitive market levels. | |
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Annual cash bonus
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| | To promote and reward the achievement of key short-term strategic and business goals of the Company; to motivate and attract executives. | | | Variable component of pay based on annual business and operating quantitative and qualitative goals. We set rigorous goals and the 2024 bonus was earned 0% for all named executive officers other than Messrs. Middleton and Fullerton, whose 2024 target bonuses were guaranteed in connection with their respective new employment arrangements. | |
| Compensation Element | | |
Purpose
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Features
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Long-term equity incentive compensation
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| | To encourage executives and other employees to focus on long-term Company performance; to drive long-term stockholder value; to promote retention; to reward outstanding Company and individual performance. | | | Subject to multi-year vesting based on performance goals and/or continued service. For 2024, the named executive officers received annual long-term equity awards entirely in the form of stock options: 50% of the award consisted of performance-based stock options (“PSOs”) with a rigorous price-vesting hurdle and the remaining 50% consisted of time-based stock options. As of December 31, 2024, no portion of the PSOs had been earned as the stock price hurdle of $7.50 per share had not been achieved by April 30, 2025. However, in light of market conditions and other factors impacting the Company’s stock price performance and to incentivize retention, on April 21, 2025, the Compensation Committee waived the stock price hurdle for the PSOs issued to Messrs. Marsh, Fullerton and Conway such that 100% of the PSOs held by them are now subject only to time-based vesting requirements. | |
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Relocation Payment
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| | To reduce an executive’s personal financial burden in connection with a relocation at the Company’s request. | | | Mr. Shrestha received a relocation payment of $575,000 that he would have been required to repay in full if he failed to relocate to within 30 miles of Latham, New York by December 31, 2024. Mr. Shrestha completed the relocation before December 31, 2024. | |
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Retention Awards
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| | To retain key executives during a critical period. Note: Our CEO, Mr. Marsh, did not participate in the retention award program. | | | Messrs. Middleton and Conway each received a retention award with a total value of $440,000. The retention award was paid 25% in cash and 75% in the form of restricted stock, vesting in equal installments over a 1-year service period. The restricted stock portion | |
| Compensation Element | | |
Purpose
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Features
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| | | | | | | of the retention awards was issued on May 9, 2024 and each of Messrs. Middleton and Conway received 119,134 restricted shares of common stock that vest 25% upon grant, 25% 90 days after grant, 25% 180 days after grant, and 25% 360 days after grant. Mr. Shrestha received a $100,000 special bonus on April 26, 2024 as recognition for his past contributions to the Company. In connection with Mr. Shrestha’s relocation commitment (see above) and in recognition of the long-term commitment to Plug that was expected of him, Mr. Shrestha received a $575,000 cash retention award on May 10, 2024, which is subject to full or partial clawback if Mr. Shrestha either voluntarily terminates employment without good reason or is involuntarily terminated for cause before May 10, 2028. | |
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Special Awards Pursuant to New Employment Agreements
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| | To address specific talent recruitment needs as they arise. | | | Mr. Fullerton received a $275,000 signing bonus to accept our employment offer. Mr. Middleton received a restricted stock award with a value of approximately $2.5 million to induce him to enter into a new employment agreement and remain in the employ of the Company. The award vests in equal annual installments over a three-year period. | |
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What We Do
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What We Don’t Do
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| ✓ Pay-for-performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation | | |
× Allow hedging or pledging of equity
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| ✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees | | | × Allow for re-pricing of stock options without stockholder approval | |
| ✓ Consult with an independent compensation consultant on compensation levels and practices | | |
× Provide excessive perquisites
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| ✓ Maintain robust stock ownership guidelines | | | × Provide supplemental executive retirement plans | |
| ✓ Have a clawback policy that applies to cash and equity incentive compensation | | |
× Provide any excise tax gross-ups
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| ✓ Hold an annual say-on-pay vote | | | × Provide single-trigger severance arrangements | |
| Bloom Energy (BE) | | | First Solar (FSLR) | | | SunPower (SPWR) | |
| Chart Industries (GTLS) | | | FuelCell Energy (FCEL) | | | Sunrun (RUN) | |
| Enphase Energy (ENPH) | | | SolarEdge Tech. (SEDG) | | | Wolfspeed (WOLF) | |
Name
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| |
2023 Base
Salary ($)(1) |
| |
2024 Base
Salary ($)(1) |
| |
Increase
(%) |
| |||||||||
Andrew J. Marsh
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| | | | 750,000 | | | | | | 800,000 | | | | | | 6.7% | | |
Sanjay K. Shrestha(2)
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| | | | 400,000 | | | | | | 500,000 | | | | | | 25% | | |
Paul B. Middleton(3)
|
| | | | 400,000 | | | | | | 600,000 | | | | | | 50% | | |
Dean C. Fullerton
|
| | | | — | | | | | | 550,000 | | | | | | — | | |
Gerard L. Conway, Jr.
|
| | | | 400,000 | | | | | | 440,000 | | | | | | 10% | | |
![[MISSING IMAGE: fc_anncash-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001093691/000110465925054852/fc_anncash-4c.jpg)
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Weight
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Threshold
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| |
Target
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| |
Stretch
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| |
Actual
Performance |
| |
Weighted
Performance % |
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|
Payout %
|
| | | | |
50%
|
| |
100%
|
| |
150%
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| |
0%
|
| |
0%
|
|
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Gross Margin in Q4
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| |
20%
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| |
-5%
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| |
0%
|
| |
5%
|
| |
-122%
|
| |
0%
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Cash Usage
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| |
20%
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| |
$750 Million
|
| |
$725 Million – $675 Million
|
| |
$650 Million
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| |
$977 million
|
| |
0%
|
|
|
Revenue
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| |
15%
|
| |
$900 Million
|
| |
$950 Million – $1.05 Billion
|
| |
$1.1 Billion
|
| |
$629 million
|
| |
0%
|
|
|
Bookings
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| |
15%
|
| |
$800 Million
|
| |
$1.05 Billion – $1.3 Billion
|
| |
$1.5 Billion
|
| |
$408 million
|
| |
0%
|
|
|
Inventory
|
| |
10%
|
| |
$800 Million
|
| |
$750 Million – $675 Million
|
| |
$650 Million
|
| |
$855 million
|
| |
0%
|
|
|
Plant Construction and Investment
|
| |
20%
|
| |
The goals were established at levels that were challenging to achieve; the threshold,
target and maximum levels are not specifically disclosed because it can provide insight to competitors about Plug’s capex and expansion plans thus creating significant competitive harm to the Company. |
| |
0%
|
|
Name
|
| |
2024 Target
Bonus ($) |
| |
2024 Financial
Performance Achievement (%) |
| |
2024 Actual
Bonus Payment ($) |
| |||||||||
Andrew J. Marsh
|
| | | | 800,000 | | | | | | 0% | | | | | $ | 0 | | |
Sanjay K. Shrestha
|
| | | | 500,000 | | | | | | 0% | | | | | $ | 0 | | |
Paul B. Middleton(1)
|
| | | | 600,000 | | | | | | — | | | | | $ | 600,000(1) | | |
Dean C. Fullerton(2)
|
| | | | 550,000 | | | | | | — | | | | | $ | 550,000(2) | | |
Gerard L. Conway, Jr.
|
| | | | 440,000 | | | | | | 0% | | | | | $ | 0 | | |
Name
|
| |
Number of
Shares Underlying PSOs (#)(1) |
| |
Number of
Shares Underlying Time-Based Stock Options (#)(1) |
| ||||||
Andrew J. Marsh
|
| | | | 750,000 | | | | | | 750,000 | | |
Sanjay K. Shrestha
|
| | | | 375,000 | | | | | | 375,000 | | |
Paul B. Middleton
|
| | | | 375,000 | | | | | | 375,000 | | |
Dean C. Fullerton(2)
|
| | | | 500,000 | | | | | | 500,000 | | |
Gerard L. Conway, Jr.
|
| | | | 375,000 | | | | | | 375,000 | | |
Employment Termination Date
|
| |
Percentage
Subject to Repayment |
| |||
Prior to May 10, 2025
|
| | | | 100% | | |
Prior to May 10, 2026
|
| | | | 75% | | |
Prior to May 10, 2027
|
| | | | 50% | | |
Prior to May 10, 2028
|
| | | | 25% | | |
Colin Angle
Patrick Joggerst
Gregory Kenausis
George C. McNamee
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||||||||||||||
Andrew J. Marsh | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
President, Chief Executive President
|
| | | | 2024 | | | | | | 783,654 | | | | | | — | | | | | | — | | | | | | 1,612,500 | | | | | | — | | | | | | 23,925(3) | | | | | | 2,240,079 | | |
| | | 2023 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | 6,485,000 | | | | | | — | | | | | | 17,805 | | | | | | 7,252,805 | | | ||
| | | 2022 | | | | | | 750,000 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 766,555 | | | ||
Sanjay K. Shrestha | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
President
|
| | | | 2024 | | | | | | 435,462 | | | | | | 1,250,000(4) | | | | | | — | | | | | | 806,250 | | | | | | — | | | | | | 19,182(3) | | | | | | 2,510,894 | | |
| | | 2023 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 3,242,500 | | | | | | — | | | | | | 17,805 | | | | | | 3,660,305 | | | ||
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 416,555 | | | ||
Paul B. Middleton | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chief Financial Officer and Executive Vice President
|
| | | | 2024 | | | | | | 444,770 | | | | | | 710,000(5) | | | | | | 2,830,002 | | | | | | 806,250 | | | | | | — | | | | | | 20,862(3) | | | | | | 4,811,884 | | |
| | | 2023 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 3,242,500 | | | | | | — | | | | | | 17,805 | | | | | | 3,660,305 | | | ||
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 416,555 | | | ||
Dean C. Fullerton | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chief Operating Officer
|
| | | | 2024 | | | | | | 232,693(6) | | | | | | 825,000(7) | | | | | | — | | | | | | 965,000 | | | | | | — | | | | | | 1,582 | | | | | | 2,024,275 | | |
Gerard L. Conway, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
General Counsel, Corporate Secretary and Executive Vice President
|
| | | | 2024 | | | | | | 426,923 | | | | | | 110,000(8) | | | | | | 330,001 | | | | | | 806,250 | | | | | | — | | | | | | 22,794(3) | | | | | | 1,695,968 | | |
| | | 2023 | | | | | | 400,000 | | | | | | 150,000 | | | | | | — | | | | | | 3,242,500 | | | | | | — | | | | | | 17,805 | | | | | | 3,810,305 | | | ||
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 416,555 | | |
| | | | | | | | |
Estimated Future
Payouts Under Non-Equity Incentive Plan Awards(2) |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Options Awards: Number of Securities Underlying Options (#)(6) |
| |
Exercise or
Base Price of Option Awards ($/Share)(7) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(8) |
| ||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date(1) |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Target
(#)(5) |
| |||||||||||||||||||||||||||||||||||||||
Andrew J. Marsh
|
| | | | — | | | | | | 520,000 | | | | | | 800,000 | | | | | | 1,080,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 4/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | 2.41 | | | | | | 1,215,000 | | |
| | | | | 4/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 750,000 | | | | | | — | | | | | | 2.41 | | | | | | 397,500 | | |
Sanjay K. Shrestha
|
| | | | — | | | | | | 325,000 | | | | | | 500,000 | | | | | | 675,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 4/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | 2.41 | | | | | | 607,500 | | |
| | | | | 4/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | 2.41 | | | | | | 198,750 | | |
Paul B. Middleton
|
| | | | — | | | | | | 390,000 | | | | | | 600,000 | | | | | | 810,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 4/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | 2.14 | | | | | | 607,500 | | |
| | | | | 4/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | 2.14 | | | | | | 198,750 | | |
| | | | | 5/9/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 119,134(3) | | | | | | — | | | | | | 330,001 | | |
| | | | | 11/19/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,302,084(4) | | | | | | — | | | | | | 2,500,001 | | |
Dean C. Fullerton
|
| | | | — | | | | | | 357,500 | | | | | | 550,000 | | | | | | 742,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 7/31/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | 2.47 | | | | | | 820,000 | | |
| | | | | 7/31/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 2.47 | | | | | | 145,000 | | |
Gerard L. Conway, Jr.
|
| | | | — | | | | | | 286,000 | | | | | | 440,000 | | | | | | 594,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 4/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | 2.41 | | | | | | 607,500 | | |
| | | | | 4/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | 2.41 | | | | | | 198,750 | | |
| | | | | 5/9/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 119,134(3) | | | | | | — | | | | | | 330,001 | | |
| | | | | | | | |
Option Awards(1)
|
| |
Stock Awards(1)
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(2) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3)(4) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested (#)(7) |
| ||||||||||||||||||||||||
Andrew J. Marsh
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 8/28/18 | | | | | | 166,667 | | | | | | — | | | | | | — | | | | | | 1.96 | | | | | | 8/28/28 | | | | | | — | | | | | | — | | | ||
| | | 8/19/19 | | | | | | 216,667 | | | | | | — | | | | | | — | | | | | | 2.23 | | | | | | 8/19/29 | | | | | | — | | | | | | — | | | ||
| | | 8/19/19 | | | | | | 216,667 | | | | | | — | | | | | | — | | | | | | 2.62 | | | | | | 8/19/29 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | 13.20 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | 15.51 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/22/21 | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | 26.92 | | | | | | 9/22/28 | | | | | | — | | | | | | — | | | ||
| | | 5/18/23 | | | | | | 333,333 | | | | | | 666,667 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | | | — | | | | | | — | | | ||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | | | | — | | | | | | — | | | ||
| | | 4/26/24 | | | | | | — | | | | | | 750,000 | | | | | | — | | | | | | 2.41 | | | | | | 4/26/31 | | | | | | — | | | | | | — | | | ||
| | | 4/26/24 | | | | | | — | | | | | | — | | | | | | 750,000 | | | | | | 2.41 | | | | | | 4/26/31 | | | | | | — | | | | | | — | | | ||
Sanjay K. Shrestha
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5/9/19 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | 2.31 | | | | | | 5/9/29 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | 112,500 | | | | | | — | | | | | | — | | | | | | 13.20 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | 112,500 | | | | | | — | | | | | | — | | | | | | 15.51 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/22/21 | | | | | | 422,222 | | | | | | 211,111 | | | | | | — | | | | | | 26.92 | | | | | | 9/22/28 | | | | | | — | | | | | | — | | | ||
| | | 5/18/23 | | | | | | 166,667 | | | | | | 333,333 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | | | — | | | | | | — | | | ||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | | | | — | | | | | | — | | | ||
| | | 4/26/24 | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | 2.41 | | | | | | 4/26/31 | | | | | | — | | | | | | — | | | ||
| | | 4/26/24 | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | 2.41 | | | | | | 4/26/31 | | | | | | — | | | | | | — | | | ||
Paul B. Middleton
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 8/28/18 | | | | | | 66,667 | | | | | | — | | | | | | — | | | | | | 1.96 | | | | | | 8/28/28 | | | | | | — | | | | | | — | | | ||
| | | 8/19/19 | | | | | | 83,333 | | | | | | — | | | | | | — | | | | | | 2.23 | | | | | | 8/19/29 | | | | | | — | | | | | | — | | | ||
| | | 8/19/19 | | | | | | 83,333 | | | | | | — | | | | | | — | | | | | | 2.62 | | | | | | 8/19/29 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | 13.20 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | 15.51 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/22/21 | | | | | | 633,333 | | | | | | — | | | | | | — | | | | | | 26.92 | | | | | | 9/22/28 | | | | | | — | | | | | | — | | | ||
| | | 5/18/23 | | | | | | 166,667 | | | | | | 333,333 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | | | — | | | | | | — | | | ||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | | | | — | | | | | | — | | | ||
| | | 4/26/24 | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | 2.41 | | | | | | 4/26/31 | | | | | | — | | | | | | — | | | ||
| | | 4/26/24 | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | 2.41 | | | | | | 4/26/31 | | | | | | — | | | | | | — | | | ||
| | | 5/19/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,784(5) | | | | | | 63,440 | | | ||
| | | 11/19/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,302,084(6) | | | | | | 2,773,439 | | |
| | | | | | | | |
Option Awards(1)
|
| |
Stock Awards(1)
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(2) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3)(4) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested (#)(7) |
| ||||||||||||||||||||||||
Dean C. Fullerton
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 7/31/24 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 2.47 | | | | | | 7/31/34 | | | | | | — | | | | | | — | | | ||
| | | 7/31/24 | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | 2.47 | | | | | | 7/31/34 | | | | | | — | | | | | | — | | | ||
Gerard L. Conway, Jr.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 8/28/18 | | | | | | 66,667 | | | | | | — | | | | | | — | | | | | | 1.96 | | | | | | 8/28/28 | | | | | | — | | | | | | — | | | ||
| | | 8/19/19 | | | | | | 66,667 | | | | | | — | | | | | | — | | | | | | 2.23 | | | | | | 8/19/29 | | | | | | — | | | | | | — | | | ||
| | | 8/19/19 | | | | | | 66,667 | | | | | | — | | | | | | — | | | | | | 2.62 | | | | | | 8/19/29 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | 87,500 | | | | | | — | | | | | | — | | | | | | 13.20 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | 87,500 | | | | | | — | | | | | | — | | | | | | 15.51 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/22/21 | | | | | | 570,000 | | | | | | — | | | | | | — | | | | | | 26.92 | | | | | | 9/22/28 | | | | | | — | | | | | | — | | | ||
| | | 5/18/23 | | | | | | 166,667 | | | | | | 333,333 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | | | — | | | | | | — | | | ||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | | | | — | | | | | | — | | | ||
| | | 4/26/24 | | | | | | — | | | | | | 375,000 | | | | | | — | | | | | | 2.41 | | | | | | 4/26/31 | | | | | | — | | | | | | — | | | ||
| | | 4/26/24 | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | 2.41 | | | | | | 4/26/31 | | | | | | — | | | | | | — | | | ||
| | | 5/19/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,784(5) | | | | | | 63,440 | | |
| | |
Stock Awards
|
| |||||||||
Name
|
| |
Number of Shares
Acquired on Vesting |
| |
Value Realized on
Vesting(1)($) |
| ||||||
Paul B. Middleton
|
| | | | 89,352 | | | | | | 212,061 | | |
Gerard L. Conway, Jr.
|
| | | | 89,352 | | | | | | 212,061 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 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 ($mil.) | | ||||||||||||||||||||||||
2024 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | ||||||
2023 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||||
2022 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||||
2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||||||
2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | |
| | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | |||||||||||||||||||||||||||||||||||||||||||||
| | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | ||||||||||||||||||||||||||||||
Summary Compensation Table Total | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
Minus Change in Pension Value Reported in SCT for the Covered Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
Plus Pension Value Service Cost for the Covered Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
Minus Stock Award Value and Option Award Value Reported in SCT for the Covered Year | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
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 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
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 | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | ||
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
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 | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | |
| | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | |||||||||||||||||||||||||||||||||||||||||||||
| | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | ||||||||||||||||||||||||||||||
Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
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 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
Compensation Actually Paid | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: bc_capvstsr-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001093691/000110465925054852/bc_capvstsr-4c.jpg)
![[MISSING IMAGE: bc_capvsnetinc-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001093691/000110465925054852/bc_capvsnetinc-4c.jpg)
![[MISSING IMAGE: bc_capvsrevenue-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001093691/000110465925054852/bc_capvsrevenue-4c.jpg)
Status
|
| |
Number of
Shares of Common Stock Authorized |
| |
Number of
Shares of Common Stock Issued and Outstanding |
| |
Number of
Shares of Common Stock Held In Treasury |
| |
Number of
Shares of Common Stock Reserved for Future Issuance* |
| |
Number of
Shares of Common Stock Authorized but Unissued and Unreserved |
| |
Hypothetical
Initial Market Value of Shares of Common Stock Authorized but Unissued and Unreserved** |
|
Pre-Reverse Stock Split
|
| | | | | | | | | | | | | | | | | | |
Post-Reverse Stock Split 1:5
|
| | | | | | | | | | | | | | | | | | |
Post-Reverse Stock Split 1:50
|
| | | | | | | | | | | | | | | | | | |
Post-Reverse Stock Split 1:100
|
| | | | | | | | | | | | | | | | | | |
Post-Reverse Stock Split 1:200
|
| | | | | | | | | | | | | | | | | | |
| | |
2024
|
| |
2023
|
| |
2022
|
| |
3-Year
Average |
| ||||||||||||
Stock Options/Stock Appreciation Rights (SARs) Granted
|
| | | | 12,227,935 | | | | | | 6,849,689 | | | | | | 3,261,724 | | | | | | 7,446,449 | | |
Restricted Shares/Units Granted
|
| | | | 4,052,391 | | | | | | 4,131,193 | | | | | | 4,289,682 | | | | | | 4,157,755 | | |
Performance-Based Stock Options Earned*
|
| | | | — | | | | | | 4,270,000 | | | | | | — | | | | | | 1,423,333 | | |
Weighted-Average Basic
Common Shares Outstanding |
| | | | 785,024,373 | | | | | | 595,468,419 | | | | | | 579,716,708 | | | | | | 653,403,167 | | |
Share Usage Rate
|
| | | | 2.07% | | | | | | 2.56% | | | | | | 1.30% | | | | | | 1.99% | | |
|
Shares available for issuance under the 2021 Plan (a)
|
| | 6,493,923 | |
|
Additional shares requested for approval under the 2021 Plan (b)
|
| | 40,000,000 | |
|
Shares subject to outstanding stock options/SARs
|
| | 36,842,481 | |
|
Weighted – average exercise price of outstanding stock options/SARs
|
| | $8.65 | |
|
Weighted – average remaining term of outstanding stock options/SARs
|
| | 6.66 years | |
|
Shares subject to outstanding full-value stock awards
|
| | 6,233,406 | |
|
Total outstanding stock options/SARs and full-value stock awards (c)
|
| | 43,075,887 | |
|
Shares of common stock outstanding as of the Record Date (d)
|
| | [•] | |
|
Fully-diluted Overhang (a+b+c) divided by (a+b+c+d)
|
| | [•]% | |
Name and Position
|
| |
Number of
Shares Underlying Stock Options (#) |
| |
Number of
Shares Underlying Restricted Stock Awards (#) |
| ||||||
Andrew J. Marsh, Chief Executive Officer and
Director |
| | | | 7,000,000 | | | | | | — | | |
Sanjay K. Shrestha, President
|
| | | | 3,500,000 | | | | | | — | | |
Paul B. Middleton, Chief Financial Officer and Executive Vice
President |
| | | | 3,500,000 | | | | | | 1,421,218 | | |
Dean C. Fullerton, Chief Operating Officer
|
| | | | 1,000,000 | | | | | | — | | |
Gerald L. Conway, Jr., General Counsel
|
| | | | 3,300,000 | | | | | | 119,134 | | |
All current executive officers, as a group
|
| | | | 18,300,000 | | | | | | 1,540,352 | | |
All current directors who are not executive officers, as a
group |
| | | | 597,204 | | | | | | 436,836 | | |
All current employees who are not executive officers, as a group
|
| | | | 30,544,000 | | | | | | 12,155,934 | | |
Plan Category
|
| |
Number of shares
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b)(1) |
| |
Number of shares
remaining for future issuance under equity compensation plans (excluding shares reflected in column (a)) (c) |
| |||||||||
Equity compensation plans approved by security holders
|
| | | | 38,373,482(2) | | | | | $ | 8.66 | | | | | | 4,347,212(3) | | |
Equity compensation
plans not approved by security holders |
| | | | 316,666(4) | | | | | $ | 5.68 | | | | | | — | | |
Total
|
| | | | 38,690,148 | | | | | | | | | | | | 4,347,212 | | |
| | |
Shares Beneficially Owned(2)
|
| |||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number
|
| |
Percentage
(%) |
| ||||||
Norges Bank (Central Bank of Norway)(3)
|
| | | | 87,963,025 | | | | | | 8.60% | | |
Grove Energy Capital LLC(4)
|
| | | | 54,966,188 | | | | | | 5.37% | | |
The Vanguard Group(5)
|
| | | | 53,987,285 | | | | | | 5.28% | | |
BlackRock, Inc.(6)
|
| | | | 51,301,020 | | | | | | 5.02% | | |
Andrew J. Marsh(7)
|
| | | | 3,618,706 | | | | | | * | | |
Sanjay K. Shrestha(8)
|
| | | | 1,427,062 | | | | | | * | | |
Paul B. Middleton(9)
|
| | | | 2,989,525 | | | | | | * | | |
Dean C. Fullerton
|
| | | | 10,481 | | | | | | * | | |
Gerard L. Conway, Jr.(10)
|
| | | | 1,592,762 | | | | | | * | | |
Colin M. Angle
|
| | | | 13,309 | | | | | | * | | |
Mark J. Bonney(11)
|
| | | | 155,707 | | | | | | * | | |
Maureen O. Helmer(12)
|
| | | | 351,474 | | | | | | * | | |
Patrick Joggerst(13)
|
| | | | 146,170 | | | | | | * | | |
Gregory L. Kenausis(14)
|
| | | | 494,437 | | | | | | * | | |
Kavita Mahtani(15)
|
| | | | 182,225 | | | | | | * | | |
George C. McNamee(16)
|
| | | | 1,165,923 | | | | | | * | | |
Gary K. Willis(17)
|
| | | | 781,188 | | | | | | * | | |
All current executive officers and directors as a group (15 persons)(18)(19)
|
| | | | 14,910,399 | | | | | | 1.46% | | |
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PLUG POWER INC.
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PLUG POWER INC.
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PLUG POWER INC.
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PLUG POWER INC.
TO THE
PLUG POWER INC.
2021 STOCK OPTION AND INCENTIVE PLAN
![[MISSING IMAGE: px_25plugpowerpy01pg01-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001093691/000110465925054852/px_25plugpowerpy01pg01-bw.jpg)
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