March 30, 2018
Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions online during the virtual meeting. You will need the 16-digit control number, which is located on your proxy card, to attend the Annual Meeting. Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Proxy Statement.
Only holders of record of Plug Power’s common stock at the close of business on April 8, 2024 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.
Thank
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2018:
Our official Notice of Annual Meeting of Stockholders and Proxy Statement are available at:www.proxyvote.com
IMPORTANT VOTING INFORMATIONSTOCKHOLDERS MAY REQUEST ELECTRONIC DELIVERY OF PROXY DOCUMENTS.
Plug Power Inc. has made materials for its 2018 annual meeting of stockholders (the "Annual Meeting") to be held on Wednesday, May 16, 2018, at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018, available to stockholders on the Internet via www.proxyvote.com or via sendmaterial@proxyvote.com. Upon request, printed versions or e-mail versions of these materials will be made available to stockholders through www.proxyvote.com, by telephoning 1-800-579-1639 or by emailing sendmaterial@proxyvote.com. Further instructions to stockholders can be found on the notice of the Annual Meeting.
INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING
In accordance with our security procedures, all stockholders attending the Annual Meeting must present valid picture identification upon entry.
June 5, 2024 available during the Annual Meeting.
Latham, NY 12110
(518) 782-7700Wednesday, May 16, 201820182024 Annual Meeting of Stockholders (the “Annual Meeting”) of Plug Power Inc., a Delaware corporation (the "Company"“Company”), will be held on Wednesday, May 16, 2018,June 5, 2024, virtually at www.virtualshareholdermeeting.com/PLUG2024, at 10:00 a.m. Eastern Time, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018 (the "Annual Meeting") for the purpose of considering and voting upon:Company's 2021Company’s 2027 Annual Meeting of Stockholders and until such director'sdirector’s successor is duly elected and qualified or until such director'sdirector’s earlier resignation or removal;issuance by the Company of shares of common stock representing 20% or more of the Company's issued and outstanding common stock upon the exercise of a warrant issued by the Company to Walmart, Inc. as described in the accompanying proxy statement;3.The approval of thenon-binding, advisory resolutionvote regarding the compensation of the Company'sCompany’s named executive officers as described in the accompanyingthis proxy statement;4.KPMGDeloitte & Touche LLP as the Company'sCompany’s independent auditorsregistered public accounting firm for 2018;2024; and5.March 26, 2018April 8, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of the Company'sCompany’s common stock, par value $0.01 per share, and Series C Redeemable Convertible Preferred Stock, par value $0.01 per share, at the close of business on such record date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Any action may be taken on the foregoing matterson the date specified above, or onwill be open to examination by any date or datesstockholders, for any purpose germane to which, by original or later postponement or adjournment, the Annual Meeting, mayduring ordinary business hours, for a period of at least ten days prior to the Annual Meeting at the principal executive offices of the Company at 968 Albany Shaker Road, Latham, New York 12110. The stockholder list will also be postponed or adjourned.COMPANY'SCOMPANY’S AFFAIRS ARE IMPORTANT.
Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. See “
Can I change my vote or revoke my proxy?” | | ||||
| | By Order of the Board of Directors | | ||
| |
| | | |
| | | | Gerard L. Conway, Jr. Corporate Secretary | |
April 26, 2024
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | 71 | | |
June 5, 2024
April 26, 2024. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
What is a proxy?
A proxy is another person that you legally designate to vote your shares. If you designate someone as your proxy in a written document, that document is also called a "proxy" or a "proxy card." If you are a street name holder, you must obtain a proxy from your broker or nominee in order to vote your shares in person at the Annual Meeting.
What is a proxy statement?
A proxy statement is a document that regulations of the U.S. Securities and Exchange Commission ("SEC") require that we give to you when we ask you to sign a proxy card to vote your shares at the Annual Meeting.
What is in this proxy statement?
This proxy statement describes the proposals on which we would like you, as a stockholder, to vote at the Annual Meeting. It gives you information on the proposals, as well as other information about us, so that you can make an informed decision whether or how to vote your shares.
THE PROXY MATERIALS, AND VOTING YOUR SHARES
What isshares.
The record date to determine the stockholders entitled to notice of, and to vote at, the Annual Meeting is the close of businessReport on March 26, 2018 (the "Record Date"). The Record Date was established by the Board of Directors as required by Delaware law. On the Record Date, 228,605,480 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and 2,620 shares of the Company's Series C Redeemable Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock") were issued and outstanding and entitled to vote at the Annual Meeting. As of the Record Date, the Series C Preferred Stock was convertible into 2,782,075 shares of Common Stock. As of the record date, there were approximately 1,825 holders of record of the Common Stock and two holders of record of the Series C Redeemable Convertible Preferred Stock. However, management believes that a significant number of shares of Common Stock are held by brokers under a "nominee name" and that the number of beneficial stockholders of the Common Stock exceeds 119,000.
Who is entitled to vote at the Annual Meeting?
Only holders of record of the Common Stock and the Series C Preferred Stock at the close of business on the Record Date may vote at the Annual Meeting or any adjournment or postponement thereof.
How many votes do I have?
Each share of Common Stock outstanding on the Record Date is entitled to one vote on each matter to be voted upon. Each share of Series C Preferred Stock outstanding on the Record Date is entitled to a number of votes equal to the number of whole shares of Common Stock into which such share of Series C Preferred Stock is convertible (calculated by aggregating all shares of Series C Preferred Stock held by each record holder and rounding the number of shares of Common Stock issuable upon their conversion down to the nearest whole share) as of the Record Date on each matter to be voted upon. As of the Record Date, each share of Series C Preferred Stock was convertible into 1,061.861 shares of Common Stock.
What is the required quorumForm 10-K for the Annual Meeting?
The presence,fiscal year ended December 31, 2023 are available at www.proxyvote.com. Stockholders can elect to receive paper copies in personthe mail by visiting www.plugpower.com, by writing to Investor Relations at Plug Power Inc., 968 Albany Shaker Road, Latham, New York 12110 or by contacting the Company at (518) 782-7700.
What is the difference between a stockholder of record and a "street name" holder?
If your shares are registered directly in your name with Broadridge Corporate Issuer Solutions, Inc., our stock transfer agent for our Common Stock, you are considered the stockholder of record with respect to those shares. The notice of the Annual Meeting has been sent directly to you by us.
If your shares are held in a stock brokerage account or by a bank or other nominee the nomineeto find out whether this service is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in "street name". A notice of the Annual Meeting or this proxy statement and voting instruction card have been forwardedavailable to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions they included in the mailing or by following their instructions for voting by telephone or the Internet.
What is a broker non-vote?
Broker non-votes occur when shares are held indirectly through a broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in "street name") and the broker submits a proxy for such shares but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the rules of the New York Stock Exchange (the "NYSE"), brokers are permitted to exercise discretionary voting authority only on ""routine""matters when voting instructions have not been timely received from a beneficial owner.
you. If I am a beneficial owner of shares, can my brokerage firm vote my shares?
If you are a beneficial owner and do not vote via the Internet or telephone or by returning a signed voting instruction card to your broker, your shares may be voted only with respect to so-called "routine" matters where your broker has discretionary voting authority over your shares. Under the rules of the NYSE, the ratification of KPMG LLP as our independent auditors (Proposal 4) is a "routine" matter. Accordingly, brokers will have such discretionary authority to vote on Proposal 4 and may, in their discretion, vote "FOR" or "AGAINST", or "ABSTAIN" from voting on such Proposal.
We encourage you to provide instructions to your brokerage firm via the Internet or telephone or by returning your signed voting instruction card. This ensures that your shares will be voted in accordance with your instructions at the Annual Meeting with respect to all of the proposals described in this proxy statement.
How will my shares be voted if I am a stockholder of record?
Your proxy will be voted according to your instructions. If you are a stockholder of record and do not vote via the Internet or telephone or by returning a signed proxy card, your shares will not be voted unless you attend the Annual Meeting and vote your shares. If you vote via the Internet or telephone and do not specify contrary voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors. Similarly, if you sign and submit your proxy card with no instructions, your shares will be voted in accordance with the recommendations of our Board of Directors.
How can I attend the Annual Meeting?
You may attend the Annual Meeting if you are listed as a stockholder as of the Record Date and bring proof of your identity. If you hold your shares in "street name" through a broker or other nominee, you will need to provide proof of your identity and proof that you are the beneficial owner of the shares by bringing either a copy of a brokerage statement showing your share ownership as of the Record Date or, if you wish to vote your shares in person at the Annual Meeting, a nominee issued proxy.
How do I vote my shares?
Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, please vote by proxy in accordance with the instructions on your proxy card or voting instruction card (from your broker or other intermediary). There are three convenient ways of submitting your vote:
vote your shares without a nominee issued proxy. Note that a broker letter that identifies you as a stockholder is not the same as a nominee issued proxy.
The Board of Directors has appointed Andrew Marsh, President and Chief Executive Officer, and Gerard L. Conway, Jr., General Counsel, Corporate Secretary and Senior Vice President, to serve as the proxies for the Annual Meeting.
If you complete all of the proxy card except one or more of the voting instructions, then the designated proxies will vote your shares as to which you provide no voting instructions in the manner described under "What if I do not specify how I want my shares voted?" below. We do not anticipate that any other matters will come before the Annual Meeting, but if any other matters properly come before the Annual Meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment.
If you hold your shares in "street name," and complete the voting instruction card provided by your broker or other intermediary except with respect to one or more of the voting instructions, then your broker may be able to vote your shares with respect to the proposal as to which you provide no voting instructions. See "If I am a beneficial owner of shares, can my brokerage firm vote my shares?" above.
Even if you currently plan to attend the Annual Meeting, we recommend that you vote by telephone or Internet or return your proxy card or voting instructions as described above so that your votes will be counted if you later decide not to attend the Annual Meeting or are unable to attend. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions as described under "Can I change my vote or revoke my proxy?" below.
What are my choices when voting?
With respect to the election of a director (Proposal 1), votes may be cast in favor of or withheld from the nominee. With respect to each of Proposals 2, 3, and 4, stockholders may vote for the proposal, against the proposal, or abstain from voting on the proposal.
What are the Board of Directors' recommendations on how I should vote my shares?
The Board of Directors recommends that you vote your shares as follows:
Proposal 1—FOR the election of each of the three nominees of the Board of Directors as a Class I Director of the Company;
Proposal 2—FOR the approval of the issuance of 20% or more of the Company's Common Stock upon the exercise of a warrant issued by the Company to Walmart, Inc.;
Proposal 3—FOR the approval of the advisory resolution regarding the compensation of the Company's named executive officers; and
Proposal 4—FOR the ratification of KPMG LLP as the Company's independent auditors for 2018.
What if I do not specify how I want my shares voted?
If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the designated proxies will vote your shares for each proposal as to which you provide no voting instructions, in the following manner:
Proposal 1—FOR the election of each of the three nominees of the Board of Directors as a Class I Director of the Company;
Proposal 2—FOR the approval of the issuance of 20% or more of the Company's Common Stock upon the exercise of a warrant issued by the Company to Walmart, Inc.;
Proposal 3—FOR the approval of the advisory resolution regarding the compensation of the Company's named executive officers; and
Proposal 4—FOR the ratification of KPMG LLP as the Company's independent auditors for 2018.
If you are a street name holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee may be able to vote those shares. See "If I am a beneficial owner of shares, can my brokerage firm vote my shares" above.
Can I change my vote or revoke my proxy?
Yes. If you are a record holder, you may revoke your proxy at any time before it is voted on any matter (without, however, affecting any vote taken prior to such revocation) by any of the following means:
If you are a street name holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions. Please contact your broker or other nominee and follow its directions to change your vote.
What vote is required to approve each proposal?
With respect to the election of directors (Proposal 1), the affirmative vote of a plurality of the votes cast is necessary to elect a nominee as a director of the Company. Approval of each of Proposals 2, 3 and 4 requires the affirmative vote of a majority in voting power of the shares of Common Stock and Series C Preferred Stock, voting together as a single class, present in person or represented by proxy at the Annual Meeting and entitled to vote on such Proposal.
How are abstentions and broker non-votes treated?
Abstentions are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. Abstentions will have no effect in determining the outcome of the election of directors (Proposal 1). For each of Proposals 2, 3 and 4, abstentions will be
treated as votes cast against such proposal as the shares will be present in person or by proxy at the meeting and entitled to vote on such proposal.
Broker non-votes, if any, are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. Broker non-votes, if any, will have no effect on the vote for Proposals 1, 2 and 3. As described above, under the rules of the NYSE, the ratification of KPMG LLP as the Company's independent auditors for 2018 (Proposal 4) is considered to be a "routine" matter. Accordingly, brokers will have discretionary authority to vote on Proposal 4 and may, in their discretion, vote "FOR" or "AGAINST", or "ABSTAIN" from voting on such Proposal. See "If I am a beneficial owner of shares, can my brokerage firm vote my shares?" above.
What are the solicitation expenses and who pays the cost of this proxy solicitation?
Our Board of Directors is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Common Stock and collecting voting instructions. We may use our officers and employees to ask for proxies, as described below. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of $12,500 plus reimbursement of expenses.
Is this proxy statement the only way that proxies are being solicited?
No. In addition to the solicitation of proxies by use of the mail, our officers and employees, as well as MacKenzie Partners, Inc., may solicit the return of proxies, either by mail, telephone, fax, e-mail or through personal contact. These officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. The fees of MacKenzie Partners, Inc. as well as the reimbursement of expenses of MacKenzie Partners, Inc. will be borne by us. Brokerage houses and other custodians, nominees and fiduciaries, in connection with shares of the Common Stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of Common Stock.
Where can I find voting results?
The Company expects to publish the voting results in a Current Report on Form 8-K, which it expects to file with the SEC within four business days following the Annual Meeting.
Who can help answer my questions?
A for Approval
Director.
Andrew J. Marsh | | |||
Age: 68 Director since 2008 Board Committees: None Class I Director: Continuing in Office until the 2024 Annual Meeting | | | Andrew J. Marsh joined the Company as President and Chief Executive Officer in April 2008 and has been our director since 2008. As President and 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 Bachelor of Electrical Engineering Technologies from Temple University, Master of Science in Electrical Engineering from Duke University and a Master of Business Administration from Southern Methodist University. | |
Andrew J. Marsh | | |||
| | | 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. | |
Maureen O. Helmer | | |||
Age: 67 Director since 2004 Board Committees: Audit; Corporate Governance and Nominating (Chair); Regulatory Affairs (Chair) Class I Director: Continuing in Office until the 2024 Annual Meeting | | | Maureen O. Helmer has been a director of the Company since 2004. Ms. Helmer worked at the law firm Barclay Damon, LLP until 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 of Couch White, LLP and then as a solo practitioner. Ms. Helmer has advised international energy, telecommunications and industrial companies on policy and government affairs issues. In addition to serving as Chair of the New York State Public Service Commission (“PSC”) from 1998 to 2003, Ms. Helmer also served as Chair of the New York State Board on Electric Generation Siting and the Environment. Prior to her appointment as Chair, Ms. Helmer served as Commissioner of the PSC from 1997 until 1998 and was General Counsel to PSC from 1995 through 1997. From 1984 through 1995, Ms. Helmer held several positions in the New York Legislature, including Counsel to the Senate Energy Committee. She also served as a board member of the New York State Energy Research and Development Authority, the New York State Environmental Board and the New York State Disaster Preparedness Commission during her tenure as Chair of the PSC from 1996 to 2003. In addition, she was Vice Chair of the Electricity Committee of the National Association of Regulatory Utility Commissioners 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 her Bachelor of Science from the State University at Albany and her Juris Doctorate 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. | |
Kavita Mahtani | | |||
Age: 53 Director since 2022 | | | Kavita Mahtani has been a director of the Company since 2022. Ms. Mahtani is Chief Financial Officer for HSBC Bank plc and Western Markets. In this role, Ms. Mahtani is responsible for the financial operations of HSBC Bank plc and all of its entities and | |
Kavita Mahtani | | |||
Board Committees: Audit; Merger & Acquisition / Strategy Class I Director: Continuing in Office until the 2024 Annual Meeting | | | 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 Bachelor of Science degree in Economics from the University of Pennsylvania, The Wharton School, and a Master of Business Administration from the University of Chicago’s Graduate School of Business. We believe Ms. Mahtani’s qualifications to sit on our Board include extensive experience with growth strategies, merger and acquisition implementation, and leadership. | |
Mark J. Bonney | | |||
Age: 70 Director since 2023 Board Committees: Audit (Chair); Regulatory Affairs Class II Director: Continuing in Office until the 2025 Annual Meeting | | | Mark J. Bonney has been a director of the Company since 2023. Mr. Bonney currently serves as President and Chief Executive Officer of On Board Advisors, LLC, a financial and strategic advisory firm. Mr. Bonney currently serves on the board of directors of Tile Shop Holdings, Inc., a publicly traded specialty retailer of tile products and accessories, since July 2020. 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 | | |||
| | | 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 prominent public companies. | |
Gregory L. Kenausis | | |||
Age: 54 Director since 2013 Board Committees: Audit; Compensation; Merger & Acquisition / Strategy Class II Director: Continuing in Office until the 2025 Annual Meeting | | | Gregory L. Kenausis has been a director of the Company since October 2013. Dr. Kenausis is the founding partner and since 2005 has been the Chief Investment Officer of Grand Haven Capital AG, an investment firm, where he is the head of research and trading activity and is responsible for managing the fund’s operations and structure. He also has worked extensively as a business consultant with a focus on business development and strategy, as well as valuation. Dr. Kenausis earned a bachelor’s degree from Yale University and a doctoral degree 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. | |
George C. McNamee | | |||
Age: 77 Director since 1997 Board Committees: Compensation; Regulatory Affairs; Merger & Acquisition / Strategy Class II Director: Continuing in Office until the 2025 Annual Meeting | | | George C. McNamee serves as Chairman of the Company’s Board of Directors and has served as such since 1997. He was previously Chairman of First Albany Companies Inc. and a Managing Partner of FA Tech Ventures, an information and energy technology venture capital firm. As an executive and director of numerous companies, Mr. McNamee has navigated technological change, rapid-growth, crisis management, team building and strategy. As a public company director, Mr. McNamee has led board special committees, chaired audit committees, chaired three boards and has been an active lead director. Mr. McNamee currently serves on the board of directors of HyVia, which is the Company’s joint venture with Renault SAS. He has previously 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. | |
Gary K. Willis | | |||
Age: 78 Director since 2003 Board Committees: Audit; Compensation (Chair); Corporate Governance and Nominating; Regulatory Affairs; Merger & Acquisition / Strategy Class III Director: Continuing in Office until the 2026 Annual Meeting | | | Gary K. Willis has been a director of the Company since 2003. Mr. Willis previously served as the President of the Zygo Corporation from February 1992 to 1999 and the Chief Executive Officer from 1993 to 1999. 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. | |
Patrick Joggerst | | |||
Age: 66 Director since 2023 Board Committees: Compensation; Corporate Governance and Nominating Class III Director: Continuing in Office until the 2026 Annual Meeting | | | Patrick Joggerst has been a director of the Company since July 2023. Mr. Joggerst is currently the Founder and Principal at 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. Mr. Joggerst holds a B.S. in Foreign Service from Georgetown University, with a concentration in international commerce and finance. | |
Patrick Joggerst | | |||
| | | 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. | |
Kyungyeol Song | | |||
Age: 51 Director since 2021 Board Committees: Merger & Acquisition / Strategy Class III Director: Continuing in Office until the 2026 Annual Meeting | | | Kyungyeol Song has been a director of the Company since February 2021. Dr. Song is the Chief Operating Officer at PassKey, Inc., a US-based energy transition business entity of SK E&S Co., Ltd. Prior to his current position, Dr. Song served as the Senior Vice President in Energy Solution TF at SK Group Supex Council from February 2019 until August 2020 and was the Head of Quantum Growth TF at SK until 2022. Dr. Song also served as the Director of the McKinsey Energy Center from February 2007 until December 2018. Dr. Song received a Ph.D. in Control and Estimation Theory, Aeronautics and Astronautics from the Massachusetts Institute of Technology, a Master of Science in Aerospace Engineering from Seoul National University, and a Bachelor of Science degree in Aerospace Engineering from Seoul National University. Dr. Song was appointed to the Board by Grove Energy Capital LLC, a stockholder of the Company, pursuant to the Investor Agreement, dated as of February 24, 2021, which is described below. We believe Dr. Song’s qualifications to sit on our Board include his extensive experience with the renewable energy industry. | |
The positions
Set forth below is certain information regarding the directors ofFebruary 24, 2021, between the Company, including the three Class I Directors who have been nominated for re-election at the Annual Meeting. The ages ofGrove Energy Capital LLC (“Grove Energy”), SK Holdings, Co., Ltd (“SK Holdings”), and biographical information regarding the nominees for re-election and each director whoSK E&S Co., Ltd. (“SK E&S”), Grove Energy is not standing
for election is based on information furnishedentitled to the Company by each nominee and director and is as of March 26, 2018.
Name | Age | Director Since | |||||
---|---|---|---|---|---|---|---|
Class I—Term Expires 2018 | |||||||
Andrew Marsh* | 62 | 2008 | |||||
Gary K. Willis(1)(2)* | 72 | 2003 | |||||
Maureen O. Helmer(1)(3)* | 61 | 2004 | |||||
Class II—Term Expires 2019 | |||||||
George C. McNamee(2) | 71 | 1997 | |||||
Johannes M. Roth(1) | 39 | 2013 | |||||
Gregory L. Kenausis(1) | 48 | 2013 | |||||
Class III—Term Expires 2020 | |||||||
Lucas P. Schneider(3) | 49 | 2017 | |||||
Gregory B. Graves(1) | 57 | 2017 | |||||
Douglas T. Hickey(2)(3) | 62 | 2011 |
The principal occupation and business experience for at least the last five years for each director of the Company is set forth below. The biographies of each of the directors below contains information regarding the person's service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding the experiences, qualifications, attributes or skills that caused the Corporate Governance Committee and the Boarddesignate one person (the “SK Designee”) to determine that the person should serve as a director.
Andrew J. Marsh has served as Chief Executive Officer, President and member ofbe appointed to the Board of Directors of the Company since April 2008. As President and CEO, Marsh plans and directs all aspects ofCompany.
management positions as well as his educational background in engineering and business administration.
Gary K. Willis has been a director of the Company since 2003. Mr. Willis joined Zygo Corporation's Board of Directors in June 2009 after retiring as Chairman ofrequire the Board of Directors in November 2000, having served in that capacity since November 1998. Zygo Corporation, which was acquired in 2014 by Ametek, Inc., wasto nominate a provider of metrology, optics, optical assembly, and systems solutionsSK Designee for election to the semiconductor, optical manufacturing, and industrial/automotive markets. Mr. Willis had been a director of Zygo Corporation since February 1992 and also served as President from 1992 to 1999 and as Chief Executive Officer from 1993 to 1999. Prior to joining Zygo Corporation, Mr. Willis served asBoard by 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.
Maureen O. Helmer has been a directorstockholders of the Company since 2004. Ms. Helmer is currently a memberat annual stockholder meetings until the earliest of (i) the date on which Grove Energy and affiliates beneficially own less than 4.0% of our issued and outstanding common stock, and (ii) any expiration or termination of the law firm Barclay Damon, LLPdefinitive joint venture agreement with respect to a joint venture in Asia (the “Asia JV Agreement”).
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 (now GLCH) and a Managing Partner of FA Tech Ventures, an information and energy technology venture capital firm. Mr. McNamee's background in investment banking has given him broad exposure to many financing and merger and acquisition issues. As an executive, he has dealt with rapid- growth companies, technological change, 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 has previously served on public company boards, including Mechanical Technology Inc. ("MTI") and Home Shopping Network ("HSN"). 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. 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 a dozen 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 theTales of the Hoffman, which sold over 200,000 copies. 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 countless boards, his background in investment banking and experience with the financial sector and its regulatory bodies.
Johannes M. Roth has been a director since April 2013. Mr. Roth is the founder and, since 2006, has been Managing Director and Chairman of FiveT Capital Holding AG, an investment holding company based in Switzerland with businesses specializing in asset management, risk management and alternative investments. Since 2006, Mr. Roth has been a board member of FiveT Capital AG, Zürich, Switzerland, which advises several long-only funds and operates an asset management business for high net-worth individuals. We believe Mr. Roth's qualifications to sit on our Board include his background in financial investments, financial and risk management and equity capital markets as well as his experience in management positions.
Gregory L. Kenausis has been a director since October 2013. Mr. 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 is also an active board member of other boards of directors. We believe Mr. Kenausis' qualifications to sit on our Board include his background and senior level experience in financial investments, trading and management and equity capital markets.
Lucas P. Schneider has served as a director since March 2017. Since 2012 Mr. Schneider has served as the Chief Executive Officer of Silvercar, an Austin, TX-based start-up that focuses on the rental car space and other vehicle mobility applications. In 2017, Sivercar was acquired by Audi AG. Prior to Silvercar, Mr. Schneider was the Chief Technology Officer of Zipcar. He served at Flexcar, as Chief Technology Officer and Vice President of Strategy. He has also held various positions with Ford. He received a Master of Business Administration, specializing in Operations and Strategy from the Tepper School of Business at Carnegie Mellon University and a Bachelor of Science degree in Mechanical Engineering from University of Texas at Austin. We believe Mr. Schneider's qualifications to sit on our Board include his extensive experience in helping guide companies, from start-ups to large enterprises, through major business milestones including IPOs, mergers, acquisitions, and product development.
Gregory B. Graves has served as a director since May 2017. Since 2007 Mr. Graves has served as Chief Financial Officer of Entergris, a leading global developer, manufacturer and supplier of microcontamination control products, specialty chemicals and advanced materials handling solutions for manufacturing processes in the semiconductor and other high technology industries. Prior to that, he served as Senior Vice President, Strategic Planning & Business Development at Entergris. He held positions in investment banking and corporate development, including at U.S. BanCorp. Piper Jaffray from June 1998 to August 2002 and at Dain Rauscher from October 1996 to May 1998. He held positions with Deloitte, General Motors, The Pillsbury Company and RBC Capital Markets. He served as Director of Therma-wave Inc. from December 2005 to May 2007. He is a Certified Public Accountant (non-current). Mr. Graves received a Bachelor of Science degree and Masters in Accounting from the University of Alabama and a Masters of Business Administration from the Darden School at the University of Virginia. We believe Mr. Graves's qualifications to sit on our Board include his background in accounting and finance.
Douglas T. Hickey has servedappointed Dr. Song as a director of the Company since October 2011. Mr. Hickey previously sat on February 24, 2021.
Board Diversity Matrix | | ||||||||||||||||||
Total Number of Directors | | | 9 | | |||||||||||||||
| | | Female | | | Male | | | Did Not Disclose Gender | | |||||||||
Part I: Gender Identity | | ||||||||||||||||||
Directors | | | | | 2 | | | | | | 6 | | | | | | 1 | | |
Part II: Demographic Background | | ||||||||||||||||||
Asian | | | | | 1 | | | | | | 1 | | | | | | 0 | | |
White | | | | | 1 | | | | | | 4 | | | | | | 0 | | |
LGBTQ+ | | | | | 0 | | | | | | 1 | | | | | | 0 | | |
Did Not Disclose Demographic Background | | | | | 0 | | | | | | 0 | | | | | | 1 | | |
Discussed below in greater detail, the Board administers its risk oversight function directly and through its
The Chief Financial Officer and the General Counsel report to the Board regarding ongoing risk management activities at the regularly scheduled, quarterly Board meetings and may report on risk management activities more frequently, as appropriate. Additionally, risk management is a standing agenda item for the regularly scheduled, quarterly Audit Committee meetings.
Audit Committee
2023.
Our website is not incorporated into or a part of this proxy statement.
integrated audit of the Company'sCompany’s consolidated financial statements and internal control over financial reporting, in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee, among other matters, is responsible for (i) appointing the Company'sCompany’s independent auditors, (ii)registered public accounting firm, (i) evaluating such independent auditors'registered public accounting firm’s qualifications, independence and performance, (iii) determining the compensation for such independent registered public accounting firm, and (iv) approvingpre-approving all audit and non-audit services. Additionally, the Audit Committee is responsible for oversight of the Company'sCompany’s accounting and financial reporting processes and auditsthe integrated audit of the Company'sCompany’s financial statements and internal control over financial reporting, including the work of the independent auditors.registered public accounting firm. The Audit Committee reports to the Board with regard to:
controls over financial reporting.
2023.
KPMG
The Audit Committee also discussed with KPMG their overall scope and plans for their audits of the consolidated financial statements and internal control over financial reporting, and met with KPMG, with and without management present, to discuss the results of their audits and the overall quality of the Company's financial reporting. The Audit Committee also discussed with KPMG whether there were any audit problems or difficulties, and management's response.
statements in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2023 for filing with the SEC. This report is provided by the following independent directors, who constitute the Audit Committee:
| | | 2023 | | | 2022 | | ||||||
Audit Fees | | | | $ | 5,397,650 | | | | | $ | 4,201,429 | | |
Audit-Related Fees | | | | $ | 403,307 | | | | | $ | 94,000 | | |
Tax Fees | | | | $ | 87,553 | | | | | $ | 492,819 | | |
All Other Fees | | | | | 1,895 | | | | | | — | | |
Total | | | | $ | 5,890,405 | | | | | $ | 4,788,248 | | |
| 2017 | 2016 | |||||
---|---|---|---|---|---|---|---|
Audit Fees | $ | 670,000 | $ | 617,000 | |||
Audit-Related Fees | $ | 202,500 | $ | 120,000 | |||
Tax Fees | — | — | |||||
All Other Fees | — | — | |||||
| | | | | | | |
Total | $ | 872,500 | $ | 737,000 |
In the above table, and in accordance with SEC definitions and rules: (1) "audit fees"“audit fees” are fees for professional services for the audit of the Company'sCompany’s consolidated financial statements included in the Form 10-K for the fiscal year ended December 31, 2023, audit of the Company'sCompany’s internal controls over financial reporting, review of unaudited interim consolidated financial statements included in Form 10-Qs, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; (2) "audit-related fees"“audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company'sCompany’s consolidated financial statements; (3) "tax fees"“tax fees” are fees for tax compliance, tax advice, and tax planning; and (4) "all“all other fees"fees” are fees for any services not included in the first three categories.
Deloitte & Touche LLP for the fiscal year ended December 31, 2023.
Our website is not incorporated into or a part of this proxy statement.
Corporate Governance Committee'sand Nominating Committee’s responsibilities include (i) establishing criteria for Board and committee membership, (ii) considering director nominations consistent with the requirement that a majority of the Board be comprised of independent directors as defined in the NASDAQNasdaq Rules, (iii) identifying individuals qualified to become boardBoard members, and (iv) selecting the director nominees for election at each Annual Meeting of Stockholders. The Corporate Governance and Nominating Committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines applicable to the Company and periodically reviewing such guidelines and recommending any changes thereto. A more complete description of the Corporate Governance Committee'sand Nominating Committee’s functions is set forth in the Corporate Governance Committee'sand Nominating Committee’s charter, which is published on the "Investors"“Investor Relations” section of the Company'sCompany’s website at
Our website is not incorporated into or a part of this proxy statement.
During 2017, the Compensation Committee engaged Radford, an Aon Hewitt The Company as an independent compensation consultant to aid the Compensation Committee in its oversightreimburses all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of executive compensation and non-employee director compensation. See "Independent Compensation Consultant" under "Executive Compensation" for further discussion.
our Board or any committee thereof.
Under the Plan, each non-employee director is paid an annual retainer of $40,000 ($85,000 for any non-employee Chairman) for his or her services. Committee members receive additional annual retainersBoard in accordance with the following table:
Committee | Chairman | Member | |||||
---|---|---|---|---|---|---|---|
Audit Committee | $ | 20,000 | $ | 15,000 | |||
Compensation Committee | 15,000 | 5,000 | |||||
Corporate Governance and Nominating Committee | 10,000 | 5,000 |
These additional payments for service on a committee are due to the workload and broad-based responsibilities of the committees. Committees Chair ($) Member ($) Audit Committee 25,000 20,000 Compensation Committee 20,000 10,000 Corporate Governance and Nominating Committee 15,000 10,000 Merger & Acquisition / Strategy Committee 15,000 10,000 Regulatory Affairs Committee 15,000 10,000
Non-Employee Director Compensation Table
Name | | | Fees Earned or Paid in Cash(1)($) | | | Stock Awards(2)($) | | | Option Awards(3)($) | | | All Other Compensation($) | | | Total($) | | |||||||||||||||
Mark J. Bonney(4)(5) | | | | | 45,354 | | | | | | — | | | | | | 152,055 | | | | | | — | | | | | | 197,409 | | |
Jean A. Bua(6) | | | | | 43,664 | | | | | | 112,500(6) | | | | | | 79,576(6) | | | | | | — | | | | | | 235,740 | | |
Maureen O. Helmer(7) | | | | | 185,000 | | | | | | 112,500 | | | | | | 79,576 | | | | | | — | | | | | | 377,076 | | |
Patrick Joggerst(5) | | | | | 38,192 | | | | | | — | | | | | | 152,055 | | | | | | — | | | | | | 190,247 | | |
Gregory L. Kenausis | | | | | 107,059 | | | | | | 112,500 | | | | | | 79,576 | | | | | | — | | | | | | 299,135 | | |
Kavita Mahtani | | | | | 85,000 | | | | | | 112,500 | | | | | | 79,576 | | | | | | — | | | | | | 277,076 | | |
George C. McNamee(8) | | | | | 325,000 | | | | | | 112,500 | | | | | | 79,576 | | | | | | — | | | | | | 517,076 | | |
Lucas P. Schneider(9) | | | | | 34,138 | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,138 | | |
Jonathan M. Silver(10) | | | | | 42,192 | | | | | | 112,500(10) | | | | | | 79,576(10) | | | | | | 306,085(11) | | | | | | 540,353 | | |
Kyungyeol Song(12) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gary K. Willis | | | | | 125,000 | | | | | | 112,500 | | | | | | 79,576 | | | | | | — | | | | | | 317,076 | | |
Name | Fees Earned or Paid in Cash ($) | Fees Earned or Paid in Stock | Stock Awards(1) ($) | Option Awards(2) ($) | Total ($) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Douglas Hickey | 27,500 | 27,500 | 62,500 | 49,472 | 166,972 | |||||||||||
Gary Willis | 35,000 | 35,000 | 62,500 | 49,472 | 181,972 | |||||||||||
George McNamee | 45,000 | 45,000 | 62,500 | 49,472 | 201,972 | |||||||||||
Gregory Kenausis | — | 55,000 | 62,500 | 49,472 | 166,972 | |||||||||||
Johannes Minoh Roth | — | 55,000 | 62,500 | 49,472 | 166,972 | |||||||||||
Gregory Graves | 18,961 | 18,961 | 62,500 | 168,285 | 268,707 | |||||||||||
Maureen Helmer | 30,000 | 30,000 | 62,500 | 49,472 | 171,972 | |||||||||||
Larry Garberding(3) | 16,072 | 16,072 | — | — | 32,144 | |||||||||||
Xavier Pontone(3) | 9,890 | 9,890 | — | — | 19,780 | |||||||||||
Lucas Schneider | 16,719 | 16,719 | 62,500 | 169,878 | 265,816 |
Policies Governing Director Nominations The Board has adopted a formal policy that allCompany'sCompany’s Annual Meetings of Stockholders, in person, unless doing so is impracticable due to unavoidable conflicts. At the time of the 2017 Annual Meeting,2023 annual meeting of stockholders, the Company had eleven (11)ten directors nine (9) of whomand all attended the 2017 Annual Meeting.2023 annual meeting, with the exception of Jean A. Bua.
In addition to the minimum qualifications for each nominee set forth above, the Corporate Governance and Nominating Committee will recommend that the Board select persons for nomination to help ensure that:
Executive Officers | | | Age | | | Position | |
Andrew J. Marsh | | | | | President, Chief Executive Officer and Director | | |
Paul B. Middleton | | | | Chief Financial Officer and Executive Vice President | | ||
| |||||||
Gerard L. Conway, Jr. | | | | | General Counsel, Corporate Secretary and | | |
Jose Luis Crespo | | | | | General Manager, Applications and Executive Vice President | | |
Martin D. Hull | | | | | Corporate Controller and Chief Accounting Officer | | |
Keith C. Schmid | | | 61 | | | Executive Vice President, Special Projects | |
Sanjay K. Shrestha | | | 50 | | | General Manager, Energy Solutions, Chief Strategy Officer, and Executive Vice President | |
The biographies of each of the executive officers below contains information regarding the person's service as an executive, business experience, director positions held currently or at any time during the last five years, and information regarding the experiences, qualifications, attributes or skills that caused the Corporate Governance Committee and the Board to determine that the person should serve as an executive officer.
“Directors” above. business, corporate law, real estate matters, and government relations. Mr. Conway holds a Bachelor of Arts degree in English and Philosophy from Colgate University and a Juris Doctorate from Boston University School of Law.Marsh'sJ. Marsh’s biographical information can be found in "Information about our Directors" in this Proxy Statement.Plug Power Inc.the Company as Senior Vice President and Chief Financial Officer and Executive Vice President in 2014. Prior to Plug Power, Mr. Middleton worked at Rogers Corp., a global manufacturer and distributor of specialty polymer composite materials and components, from 2001 to 2014. During his tenure at Rogers Corp., Mr. Middleton served in many senior financial leadership roles, including Corporate Controller and Principal Accounting Officer, Treasurer and Interim Chief Financial Officer. Prior to Rogers Corp., Mr. Middleton managed all financial administration for the tools division of Coopers Industries from 1997 to 2001. Mr. Middleton holds a Master of Science in Accounting and a BBA from the University of Central Florida. Additionally, he is a Certified Public Accountant.Keith C. Schmid joined Plug Power Inc. as Senior Vice President and Chief Operating Officer in 2013. Mr. Schmid served as President of SPS Solutions, a power solutions and energy storage consulting firm, from 2011 to 2013. Previously, Mr. Schmid served as CEO of Boston-Power Incorporated, a provider of large format lithium ion battery solutions, in 2011, and as President and CEO of Power Distribution Incorporated, a power distribution and protection company, from 2007 to 2010. In addition, Mr. Schmid held the position of General Manager, Industrial Energy Division—Americas for Exide Technologies from 2001 to 2007. Mr. Schmid holds a Master of Science degree in Engineering and an M.B.A. from the University of Wisconsin-Madison.SeniorExecutive Vice President.President of the Company. In that capacity, Mr. Conway is responsible for advising the Company on legal issues such as corporate law, securities, contracts, strategic alliances, and intellectual property. He also serves as the Compliance Officer for securities matters affecting the Company. During his tenure, Mr. ConwayCompany and has served as Vice President of Government Relations fromAffairs since 2005 to June 2008 and, in that capacity, he advocatedadvocates on energy issues, policies, legislation, and regulations on the state, federal, national, and international levels on behalf of the Company and the alternative energy sector. Prior to his appointment to his current position, Mr. Conway served as Associate General Counsel and Director of Government Relations for the Company beginning in July 2000. Prior to joining Plug Power, Mr. Conway spent four years as an Associate with Featherstonhaugh, Conway, Wiley & Clyne, LLP, where he concentrated in government relations, business and corporate law. Mr. Conway has more than twenty25 years of experience in general2015.2015 and in 2016 he was named General Manager for Hypulsion, the Company’s wholly owned
Subject to any terms of any employment agreement with
Hidrogenii, which is the Company’s joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin Corporation. Mr. Shrestha received a Bachelor of Science and an honorary doctorate degree in 2022 from The College of Saint Rose. He brings to the Company more than two decades of experience in the broader clean tech sector.
We provide what we believe is a competitive total compensation package to our executive management team through a combination of base salary, annual incentive bonuses, long-term equity incentive compensation, and broad-based benefits programs. We place emphasis on pay-for-performance based incentive compensation, which is designed to reward our executives based on the achievement of predetermined performance goals.
| | | | | | With Plug Power Since: | |
• | | | Andrew J. Marsh, our President and Chief Executive Officer and a Director | | | 2008 | |
• | | | Paul B. Middleton, our Chief Financial Officer and Executive Vice President | | | 2014 | |
• | | | Gerard L. Conway, Jr., our General Counsel, Corporate Secretary, and Executive Vice President | | | 2000 | |
• | | | Jose Luis Crespo, our General Manager, Applications and Executive Vice President | | | 2014 | |
• | | | Sanjay K. Shrestha, our General Manager, Energy Solutions, Chief Strategy Officer, and Executive Vice President | | | 2019 | |
In accordance with Section 14A of the Exchange Act, we are providing the Company's stockholders the opportunity tocast an advisory vote on a non-binding, advisory resolution to approve the compensation of our named executive officers. At our 2023 annual meeting of stockholders, we received the support of approximately 82% of the votes cast for our “say-on-pay” advisory vote proposal. We value the views of our stockholders and intend to maintain a compensation framework that reflects our pay-for-performance compensation philosophy, is aligned with the long-term interests of our stockholders and is in line with sound governance practices.
| Compensation Element | | | Purpose | | | Features | |
| Base salary | | | To attract and retain experienced and highly skilled executives. | | | Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and competitive market data. There were no base salary increases for our named executive officers during 2023. | |
| Annual cash incentive bonuses | | | 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 2023 bonus was earned below the threshold level; accordingly, no | |
| Compensation Element | | | Purpose | | | Features | |
| | | | | | | bonuses were earned or paid under the 2023 annual cash bonus program. | |
| Long-term equity incentive compensation | | | To encourage executives and other employees to focus on long-term Company performance; to drive long-term stockholder value; to promote retention; to reward outstanding Company and individual performance. | | | Subject to multi-year vesting based on performance goals and/or continued service. For 2023, the named executive officers received 100% performance-based stock options (“PSOs”). Two PSO tranches were earned during 2023 but remain subject to time-based vesting requirements. As of December 31, 2023 and the Record Date of April 8, 2024, the entire PSO award was underwater. | |
| What We Do | | | What We Don’t Do | |
| ✓ Pay-for-performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation ✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees ✓ Consult with an independent compensation consultant on compensation levels and practices ✓ Maintain robust stock ownership guidelines ✓ Have a clawback policy that applies to cash and equity incentive compensation ✓ Hold an annual say-on-pay vote | | | × Allow hedging or pledging of equity × Allow for re-pricing of stock options without stockholder approval × Provide excessive perquisites × Provide supplemental executive retirement plans × Provide any excise tax gross-ups × Provide single-trigger severance arrangements | |
Objectives of Our Executive Compensation Programs
Our compensation programs for our named executive officers are designed to achieve the following objectives:
Independent Compensation Consultant
During 2017, the Compensation Committee retained Radford, an Aon Hewitt Company,FW Cook as anits independent compensation consultantconsultant. FW Cook has not performed services for the Company other than consulting services related to provide advisory services to aidthe compensation and benefits of our executives and non-employee directors. FW Cook assisted the Compensation Committee in its oversightthe development of executive compensation. Radford did not perform any other services for the Company in 2017. The Compensation Committeemarket comparator groups and provided Radford with background regarding the goals of our compensation program and the parameterstheir market analysis of the competitive review of executive compensation packages to be conducted by Radford. Radford was instructed to benchmark allvarious components of compensation for allthe named executive officer positions, including base salary, annual cash bonus and equity compensation. TheOur Compensation Committee also instructed Radford to reviewhas analyzed whether the public disclosure by our peer companies concerning their executive compensation models andwork of FW Cook raised any conflict of interest, taking into account relevant factors in accordance with SEC guidelines and compare them to our actual compensation practices.
Our peer companies included the following: AeroVironment, Allied Motion Technologies, Ambarella, Ballard Power Systems, CalAmp, Clean Energy Fuels, EMCORE, FormFactor, FuelCell Energy, Inphi, InvenSense, iRobot, Maxwell Technologies, Mercury Systems, MTS Systems Corporation, Rambus, Silver Spring Networks, and Stoneridge.
Our Executive Compensation Programs
Our executive compensation primarily consists of base salary, annual incentive bonuses, long-term equity incentive compensation and broad-based benefits programs. Consistent with the emphasis we placeNasdaq Rules. Based on pay-for-performance based incentive compensation, long-term equity incentive compensation in the form of stock options and restricted stock constitute a significant portion of our total executive compensation.
Within the context of the overall objectives of our compensation programs,its analysis, our Compensation Committee determined that the specific amountsengagement of FW Cook does not create any conflict of interest pursuant to the SEC guidelines and Nasdaq Rules.
| AeroVironment, Inc. | | | FuelCell Energy, Inc. | | | Rogers Corp. | |
| Ambarella International, L.P. | | | Generac Holdings Inc. | | | Semtech Corp. | |
| Ballard Power Systems, Inc. | | | Inphi Corp. | | | Silicon Laboratories, Inc. | |
| Bloom Energy Corp. | | | Lattice Semiconductor Corp. | | | SolarEdge Technologies, Inc. | |
| Brooks Automation, Inc. Solutions | | | MACOM Technology Holdings, Inc. | | | SunPower Corp. | |
| Chart Industries, Inc. | | | MaxLinear, Inc. | | | Sunrun Inc. | |
| Cree, Inc. | | | Monolithic Power Systems, Inc. | | | | |
| Enphase Energy, Inc. | | | Power Integrations, Inc. | | | | |
were generally appropriate relative to their responsibilities at the Company and compensation elements and levels provided to their counterparts in the comparator group or within survey data.
We pay our executives a base salary which we review and determine annually. We believe that a competitive base salary is a necessary element of any compensation program designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance.
After a review of 2016 base salaries, and in consideration of the recommendations made by Radford, we did not implement increases to the base salary of any of oureach named executive officersofficer’s total direct compensation opportunity and represent a fixed amount paid to each executive for 2017. The annual base salaries of our named executive officers for 2017performing his normal duties and 2016 were as follows: Mr. Marsh—$600,000; Mr. Middleton—$375,000; Mr. Schmid—$391,000; Mr. Conway—$280,000, and Mr. Crespo—$220,000.responsibilities. Our executives'executives’ base salaries reflect the initial base salaries that we negotiated with each of our executives at the time of his or her initial employment or promotion and our subsequent adjustments to these amounts to reflect market and merit increases, the growth and stage of development of our Company, our executives'executives’ performance and increased experience, any changes in our executives'executives’ roles and responsibilities, and other factors. The initialWe have a strong and united one-team culture and named executive officers who are our Chief Executive Officer’s direct reports are viewed as equal partners and contributors. Accordingly, for 2023, we set base salaries that we negotiated withfor named executive officers other than our executives were based on our understanding of the marketChief Executive Officer at the time,same amounts. The following table sets forth the individual experienceannual base salaries for our named executive officers for each of 2022 and skills of, and expected contribution from, each2023, as well as the percentage increase year-over-year. As shown in the table below, there were no base salary increases for our named executive the roles and responsibilities of the executive,officers during 2023.
Name | | | 2022 Base Salary ($)(1) | | | 2023 Base Salary ($)(1) | | | Increase (%) | | |||||||||
Andrew J. Marsh | | | | | 750,000 | | | | | | 750,000 | | | | | | — | | |
Paul B. Middleton | | | | | 400,000 | | | | | | 400,000 | | | | | | — | | |
Gerard L. Conway, Jr. | | | | | 400,000 | | | | | | 400,000 | | | | | | — | | |
Jose Luis Crespo | | | | | 400,000 | | | | | | 400,000 | | | | | | — | | |
Sanjay K. Shrestha | | | | | 400,000 | | | | | | 400,000 | | | | | | — | | |
year-end.
performance is capable of being specifically quantified in a predetermined performance goal. For example, events outsidedrive the long-term success of our control may occur after we have establishedbusiness.
Within our pay-for-performance incentive compensation program, specific performance attainment levels are indicated for each performance goal. These performance attainment levels correlate to potential bonus award amounts that are calculated asprovide a percentage of each executive's base salary.
We established target and threshold attainment levels for each of our named executive officers based on a percentage of his or her base salary. For Mr. Marsh, the target and threshold levels were both set at 100% of his base salary. For Mr. Middleton and Mr. Schmid, the target and threshold levels were set at 100% and 65%, respectively, of their base salary. For Mr. Crespo, the target and threshold levels were set at 200% and 100%, respectively, of his base salary. For Mr. Conway, the target and threshold levels were set at 75% and 30%, respectively, of his base salary. Becauseclear link between the annual incentive bonuses are payable based onbonus opportunity and underlying financial and operating performance. As the achievement of each of several different performance goals, the executive officer may earn a bonus in an amount equal to between 0% and 100% (or 0% and 200% in the case of Mr. Crespo, and 0% and 75% in the case of Mr. Conway) of his base salary given his actual performance. If a performance goal is not met, then the executive does not earn the portion of the bonus award attributable to that objective. The threshold level for each performance goal is considered challenging for the executive to attain, and the executive would meet expectations if he achieved this level. The target attainment level is considered the maximum, or target, level for each performance goal because it is most challenging for the executive to attain, and the executive would need to exceed expectations to achieve this level. The threshold and target performance attainment levelsmetrics are intended to providefocus on the fundamentals of annual business performance, adjustments are made for correspondingly greater or lesser incentives initems that are not indicative of core performance. The purpose of these adjustments is to ensure that the event thatmeasurement of performance is within an appropriate range above or below the target performance attainment level.
In order to link each executive's performance to corporate-wide strategy, the executives' individual performance goals directly correlate to our corporate milestones, which are recommended by management and adopted or modified by the Board after appropriate consideration and review. The executives' individual performance goals are determined in the same way as the corporate milestones suchreflects factors that management reviews how each executive may contributecan directly control and that payout levels are not artificially inflated or impaired by factors unrelated to the corporate milestones and recommends individual performance goals to the Board. The Board, after appropriate consideration and review, approves or modifies the individual performance goals. For 2017, the individual performance goals, as well as the corporate milestones, included (i) annual product order targets, (ii) revenue, (iii) gross margins and (iv) operating cash flows. Each performance goal is given a relative weighting for each executive such that the achievement of (or failure to achieve) certain objectives has a greater impact on the potential bonus award. For 2017, the goals were weighted as follows for Messrs. Marsh, Middleton, Schmid, and Conway: order targets—25%, revenue—25%, gross margins—25% and operating cash flows—25%. For Mr. Crespo, the goals were weighted 50% towards order targets and 50% toward revenue. Because disclosurecore operation of the specific individual performancebusiness. Accordingly, the calculation of one or more of these metrics for compensatory purposes may differ from the calculation for external financial reporting purposes.
After completion of the fiscal year, initially the Chief Executive Officer and other members of management, as appropriate, make a recommendation to the Compensation Committee of the Board for each executive's potential bonus amount based on his level of attainment of each of his individual performance goals (with the exception of the Chief Executive Officer himself whose level of attainment is evaluatedestablished by the Compensation Committee directly). for each metric, the relative weightings assigned to each metric, and the actual performance against these goals for 2023 are set forth below.
| | | | Weight | | | Threshold | | | Target | | | Stretch | | | Actual Performance | | | Weighted Performance % | |
| Payout % | | | | | | 50% | | | 100% | | | 200% | | | | | | | |
| Revenue | | | 33% | | | $1.0 billion | | | $1.4 billion | | | $1.8 billion | | | $891 million | | | 0% | |
| EBITDAS* | | | 27% | | | $(50 million) | | | $0 | | | $20 million | | | $(531 million) | | | 0% | |
| Gross Margin | | | 20% | | | $0 million | | | $140 million | | | $225 million | | | $(508 million) | | | 0% | |
| Inventory | | | 20% | | | $600 million | | | $500 million | | | $400 million | | | $961 million | | | 0% | |
recommendation from relies on the collective judgment of the Committee. While the Compensation Committee determinesrecognized the extraordinary efforts of the executive officers during a challenging year, the Committee determined not to exercise any positive discretion for individual contribution.
In 2017, Mr. Marsh earned athe 2023 annual bonus of $150,000, or 25% of his annual base salary. Mr. Middleton earned a bonus of $93,750, or 25% of his annual base salary. Mr. Schmid earned a bonus of $97,750, or 25% of his annual base salary. Mr. Crespo earned a bonus of $220,000, or 100% of his annual base salary. Mr. Conway earned a bonus of $52,500, or 18.75% of his annual base salary. Annual bonus awards made tofor all the named executive officers in 2018 for performance in 2017 are reflected in the Non-Equity Incentive Plan Compensation column of the "Summary Compensation Table"was 0%.
Name | | | 2023 Target Bonus ($) | | | 2023 Financial Performance Achievement (%) | | | 2023 Individual Contribution Modifier (%) | | | 2023 Actual Bonus Payment ($) | | ||||||||||||
Andrew J. Marsh | | | | $ | 750,000 | | | | | | 0% | | | | | | — | | | | | $ | 0 | | |
Paul B. Middleton | | | | $ | 400,000 | | | | | | 0% | | | | | | — | | | | | $ | 0 | | |
Gerard L. Conway | | | | $ | 400,000 | | | | | | 0% | | | | | | — | | | | | $ | 0 | | |
Jose Luis Crespo | | | | $ | 400,000 | | | | | | 0% | | | | | | — | | | | | $ | 0 | | |
Sanjay Shrestha | | | | $ | 400,000 | | | | | | 0% | | | | | | — | | | | | $ | 0 | | |
We grant long-term equity incentive awards in
Additionally, the Board adopted stock ownership guidelines for executives, including the named executive officers, and these guidelines are also considered when granting long-term equity incentive awards to executives. The ownership guidelines provide a target level of Company equity holdings with whichthe CEO and other named executive officers are expected to comply within five (5) years or the date the individual is first appointed as an executive. The target stock holdings are determined as a multiple of the named executive officer's base salary (5x for the Chief Executive Officer and 3x for the other named executive officers) and then converted to a fixed number of shares using a 200-day average stock price. The following shares count in determining compliance with the stock ownership guidelines: (i) shares owned outright by the executive or his or her immediate family members residing in the same household; (ii) shares held in the Plug Power Inc. Savingsform of PSOs that are subject to rigorous stock price hurdles. The PSOs had three core objectives:
Stock option awards provide our executive officers with the right to purchase shares of Common Stock at a fixed exercise price typically for a periodper share of up to ten years, subject to continued employment with our Company. Stock options are earned on the basis of continued service and generally vest over three years, beginning with one-third vesting on the first anniversary of the grant date, one- third vesting on the second anniversary of the grant date and the final one-third vesting on the third anniversary of the grant date, subject to acceleration in certain circumstances. Stock option awards are made pursuant to our Second Amended and Restated 2011 Stock Option and Incentive Plan. Except as may otherwise be provided in the applicable stock option award agreement, stock option awards become fully exercisable upon a change of control. The exercise price of each stock option is$7.87, which was the closing price of Common Stockthe common stock on the NASDAQ Capital Market asdate of grant. The PSOs are eligible to vest and become exercisable on each of the optionfirst three anniversaries of the May 18, 2023 grant date.
Grants to new hires and grants relating to an existing executive officer's promotion may be made on a periodic basis. All grants to executive officers are approved bydate, provided that the Compensation Committee. We
consider a numberdaily volume weighted average price of factors in determining the number ofCompany’s common stock options, ifduring any to30 consecutive trading day period during the three year performance period following the grant to our executives, including:
| | | | Stock Price Hurdle | | | Applicable Vesting | |
| Tranche 1 | | | 125% of closing price on grant date | | | One-third | |
| Tranche 2 | | | 150% of closing price on grant date | | | One-third | |
| Tranche 3 | | | 175% of closing price on grant date | | | One-third | |
Name | | | Number of Shares Underlying PSOs (#) | | |||
Andrew J. Marsh | | | | | 1,500,000 | | |
Paul B. Middleton | | | | | 750,000 | | |
Gerard L. Conway | | | | | 750,000 | | |
Jose Luis Crespo | | | | | 750,000 | | |
Sanjay Shrestha | | | | | 750,000 | | |
Restricted stock awards provide our executive officershis contributions in connection with a long-term incentive alternative to the stock option awards. Restricted stock awards vest subject to both continued employment of the executive by the Companycertain governmental affairs and either time-based vesting or vesting based on satisfaction of specified performance objectives.
regulatory matters.
plan on the same basis as other employees.
Our Executive Compensation Process
As a result, the total amount of compensationCompany maintains an internal Insider Trading Policy that we paidis applicable to our executives,employees, including our executive officers, and directors. Among other things, the typespolicy prohibits any director or employee of the Company (including executive compensation programs we maintained,officers) from (i) engaging in short sales of the Company’s securities and from trading in puts, calls or options in respect of the amountCompany’s securities; (ii) buying or selling puts, calls or other derivative securities of compensation paidthe Company or engaging in any other hedging transactions with
Compensation Committee Report
In general, the Compensation Committee designs compensation to attract, retain and motivate a superior executive team, reward individual performance, relate compensation to Company goals and objectives and align the interests of the executive officers with those of the Company's stockholders. We rely upon our judgment about each individual—and not on rigid guidelines or formulas, or short-term changes in business performance—in determining the amount and mix of compensation elements for each senior executive officer. Key factors affecting our judgments include: the executive's performance compared to the goals and objectives established for the executive at the beginning of the year; the nature, scope and level of the executive's responsibilities; the executive's contribution to the Company's financial results; the executive's effectiveness in leading the Company's initiatives to increase customer value, productivity and revenue growth; and the executive's contribution to the Company's commitment to corporate responsibility, including the executive's success in creating a culture of unyielding integrity and compliance with applicable law and the Company's ethics policies.
2023 Summary Compensation
Table
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||||||||
Andrew J. Marsh President, Chief Executive President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | 6,485,000 | | | | | | — | | | | | | 17,805(3) | | | | | | 7,252,805 | | | ||
| | | 2022 | | | | | | 750,000 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 766,555 | | | ||
| | | 2021 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | 50,800,000 | | | | | | 682,500 | | | | | | 15,805 | | | | | | 52,248,305 | | | ||
Paul B. Middleton Chief Financial Officer and Executive Vice President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 3,242,500 | | | | | | — | | | | | | 17,805(3) | | | | | | 3,660,305 | | | ||
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 392,692 | | | | | | — | | | | | | — | | | | | | 25,400,000 | | | | | | 364,000 | | | | | | 15,805 | | | | | | 26,172,497 | | | ||
Gerard L. Conway, Jr. General Counsel, Corporate Secretary and Executive Vice President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | | | | | 400,000 | | | | | | 150,000(4) | | | | | | — | | | | | | 3,242,500 | | | | | | — | | | | | | 17,805(3) | | | | | | 3,810,305 | | | ||
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 363,462 | | | | | | — | | | | | | — | | | | | | 22,860,000 | | | | | | 364,000 | | | | | | 15,743 | | | | | | 23,603,205 | | | ||
Jose Luis Crespo General Manager, Applications and Electrolyzers and Executive Vice President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 3,242,500 | | | | | | — | | | | | | 17,805(3) | | | | | | 3,660,305 | | | ||
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 16,510,000 | | | | | | 364,000 | | | | | | 15,805 | | | | | | 17,289,805 | | |
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Andrew J. Marsh | 2017 | 600,000 | 2,366,000 | 150,000 | 14,100 | (3) | 3,130,100 | ||||||||||||
President, Chief Executive | 2016 | 600,000 | 1,303,125 | 300,000 | 13,750 | (3) | 2,216,875 | ||||||||||||
Officer and Director | 2015 | 600,000 | 1,475,000 | 450,000 | 13,750 | (3) | 2,538,750 | ||||||||||||
Paul B. Middleton | 2017 | 375,000 | 929,500 | 93,750 | 14,100 | (4) | 1,412,350 | ||||||||||||
Chief Financial Officer and | 2016 | 375,000 | 417,000 | 187,500 | 13,750 | (4) | 993,250 | ||||||||||||
Senior Vice President | 2015 | 375,000 | 491,750 | 281,250 | 40,750 | (4) | 1,188,750 | ||||||||||||
Jose Luis Crespo | 2017 | 220,000 | 549,250 | 220,000 | 14,100 | (5) | 1,003,350 | ||||||||||||
Vice President—Global | 2016 | 220,000 | 278,000 | 440,000 | 13,750 | (5) | 951,750 | ||||||||||||
Sales | 2015 | 220,000 | 491,750 | 440,000 | 13,750 | (5) | 1,165,500 | ||||||||||||
Keith Schmid | 2017 | 391,000 | 1,098,500 | 97,750 | 14,100 | (6) | 1,601,350 | ||||||||||||
Chief Operating Officer and | 2016 | 391,000 | 347,500 | 195,500 | 13,750 | (6) | 947,750 | ||||||||||||
Senior Vice President | 2015 | 391,000 | 491,750 | 293,250 | 13,750 | (6) | 1,189,750 | ||||||||||||
Gerard L. Conway, Jr. | 2017 | 280,000 | 549,250 | 52,500 | 14,100 | (7) | 895,850 | ||||||||||||
General Counsel, Corporate | 2016 | 280,000 | 208,500 | 105,000 | 13.750 | (7) | 607,250 | ||||||||||||
Secretary and Senior Vice | 2015 | 280,000 | 393,400 | 157,500 | 13,750 | (7) | 844,650 | ||||||||||||
President |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||||||||
Sanjay K. Shrestha General Manager, Energy Solutions, Chief Strategy Officer, and Executive Vice President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2023 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 3,242,500 | | | | | | — | | | | | | 17,805(3) | | | | | | 3,660,305 | | | ||
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555 | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 381,731 | | | | | | — | | | | | | — | | | | | | 25,400,000 | | | | | | 364,000 | | | | | | 15,805 | | | | | | 26,161,536 | | |
Rule."Dodd-Frank Act"“Dodd-Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the median employee'semployee’s annual total compensation to the total annual compensation of the principal executive officer ("PEO"(“PEO”). The PEO of our Company is Mr. Marsh. We believe that compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the new required disclosure is to provide a measure of the equitability of pay within the organization. We are committed to internal pay equity, and our Compensation Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive. For 2017, the annual total compensation of Mr. Marsh, our PEO, of $3,130,100 as shown in the Summary Compensation Table above, was approximately 56 times the annual total compensation of $56,282 of a median employee once every three years so long as there has not been a change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. There has not been a significant change during the year ended December 31, 2023 in our employee population or employee compensation arrangements from 2022. Therefore, we have calculated inthe CEO pay ratio for the fiscal year ended December 31, 2023 using the same manner. We identified the median employee usingidentified with respect to the amount reported asyear ended December 31, 2022. Our median employee compensation on the employee's Form W-2 for the year ended December 31, 20172023 as calculated using Summary Compensation Table requirements was $64,219. Mr. Marsh’s compensation for all individuals who were employed by us onthe year ended December 31, 2017,2023 as reported in the last daySummary Compensation Table was $7,252,805. Therefore, our Chief Executive Officer pay ratio is approximately 113:1.
methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the Chief Executive Officer pay patio measure in making compensation decisions.
Name | | | Grant Date(1) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | Exercise or Base Price of Option Awards ($/Share)(4) | | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | |||||||||||||||||||||||||||||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||
Andrew J. Marsh | | | | | — | | | | | | 487,500 | | | | | | 750,000 | | | | | | 1,012,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 5/18/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | 1,500,000 | | | | | | 7.87 | | | | | | 6,485,000 | | |
Paul B. Middleton | | | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
| | | | | 5/18/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 500,000 | | | | | | 750,000 | | | | | | 7.87 | | | | | | 3,242,500 | | |
Gerard L. Conway, Jr. | | | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 5/18/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 500,000 | | | | | | 750,000 | | | | | | 7.87 | | | | | | 3,242,500 | | |
Jose Luis Crespo | | | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 5/18/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 500,000 | | | | | | 750,000 | | | | | | 7.87 | | | | | | 3,242,500 | | |
Sanjay K. Shrestha | | | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
| | | | | 5/18/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 500,000 | | | | | | 750,000 | | | | | | 7.87 | | | | | | 3,242,500 | | |
| | | | All Other Option Awards: Number of Securities Underlying Options (#)(1) | | | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Estimated future payouts under non-equity incentive plan awards | | | Grant Date Fair Value of stock and option Awards(3) | |||||||||||||||
| | Exercise or Base Price of Option Awards ($/Sh)(2) | |||||||||||||||||
Name | Threshold ($) | Target ($) | Grant Date | ||||||||||||||||
Andrew Marsh | 600,000 | 600,000 | 08/31/17 | 1,400,000 | 2.14 | 2,366,000 | |||||||||||||
Paul B. Middleton | 243,750 | 375,000 | 08/31/17 | 550,000 | 2.14 | 929,500 | |||||||||||||
Jose Luis Crespo | 220,000 | 440,000 | 08/31/17 | 325,000 | 2.14 | 549,250 | |||||||||||||
Keith Schmid | 254,150 | 391,000 | 08/31/17 | 650,000 | 2.14 | 1,098,500 | |||||||||||||
Gerard L. Conway, Jr | 84,000 | 210,000 | 08/31/17 | 325,000 | 2.14 | 549,250 |
the Company'sCompany’s accounting expense for these awards, excluding the impact of estimated forfeitures, and do not correspond to the actual value that willmay be recognized by theour named executives.
Name | | | Grant Date(1) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3)(4) | | | Option Exercise Price ($) | | | Option Expiration Date | | | ||||||||||||||||||||
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 | | | | | | 666,667 | | | | | | 333,333 | | | | | | — | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 9/22/21 | | | | | | — | | | | | | — | | | | | | 3,000,000 | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | | ||||
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 | | | | | | 422,222 | | | | | | 211,111 | | | | | | — | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 9/22/21 | | | | | | — | | | | | | — | | | | | | 1,366,667 | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | | ||||
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 | | | | | | 380,000 | | | | | | 190,000 | | | | | | — | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 9/22/21 | | | | | | — | | | | | | — | | | | | | 1,230,000 | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | |
| Option Awards | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options Exercisable(1) | Number of Securities Underlying Unexercised Options Unexercisable(2) | Option Exercise Price | Option Expiration Date | |||||||||
Andrew Marsh | 40,000 | — | 35.80 | 4/8/18 | |||||||||
250 | — | 9.50 | 5/20/19 | ||||||||||
106,600 | — | 6.10 | 4/13/21 | ||||||||||
200,000 | — | 2.17 | 12/13/21 | ||||||||||
200,000 | — | 0.37 | 7/24/23 | ||||||||||
1,000,000 | — | 5.39 | 7/24/24 | ||||||||||
500,000 | 250,000 | 2.43 | 7/23/25 | ||||||||||
312,500 | 625,000 | 1.72 | 8/9/26 | ||||||||||
— | 1,400,000 | 2.14 | 8/31/27 | ||||||||||
Paul B. Middleton | 250,000 | — | 3.54 | 12/1/24 | |||||||||
166,667 | 83,333 | 2.43 | 7/23/25 | ||||||||||
100,000 | 200,000 | 1.72 | 8/9/26 | ||||||||||
— | 550,000 | 2.14 | 8/31/27 | ||||||||||
Keith Schmid | 400,000 | — | 0.57 | 10/23/23 | |||||||||
400,000 | — | 5.39 | 7/24/24 | ||||||||||
166,667 | 83,333 | 2.43 | 7/23/25 | ||||||||||
83,333 | 166,667 | 1.72 | 8/9/26 | ||||||||||
— | 650,000 | 2.14 | 8/31/27 | ||||||||||
Gerard L. Conway, Jr. | 2,700 | — | 26.00 | 1/24/18 | |||||||||
250 | — | 9.50 | 5/20/19 | ||||||||||
41,000 | — | 6.10 | 4/13/21 | ||||||||||
16,666 | — | 2.17 | 12/13/21 | ||||||||||
133,333 | — | 0.37 | 7/24/23 | ||||||||||
250,000 | — | 5.39 | 7/24/24 | ||||||||||
133,333 | 66,667 | 2.43 | 7/23/25 | ||||||||||
50,000 | 100,000 | 1.72 | 8/9/26 | ||||||||||
— | 325,000 | 2.14 | 8/31/27 | ||||||||||
Jose Luis Crespo | 200,000 | — | 4.41 | 2/26/24 | |||||||||
50,000 | — | 5.39 | 7/24/24 | ||||||||||
166,667 | 83,333 | 2.43 | 7/23/25 | ||||||||||
66,667 | 133,333 | 1.72 | 8/9/26 | ||||||||||
— | 325,000 | 2.14 | 8/31/27 |
Name | | | Grant Date(1) | | | 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 | | | ||||||||||||||||||||
Jose Luis Crespo | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 8/28/18 | | | | | | 66,668 | | | | | | — | | | | | | — | | | | | | 1.96 | | | | | | 8/28/28 | | | | ||||
| | | 8/19/19 | | | | | | 66,667 | | | | | | — | | | | | | — | | | | | | 2.23 | | | | | | 8/19/29 | | | | ||||
| | | 8/19/19 | | | | | | 66,667 | | | | | | — | | | | | | — | | | | | | 2.62 | | | | | | 8/19/29 | | | | ||||
| | | 9/28/20 | | | | | | 175,000 | | | | | | — | | | | | | — | | | | | | 13.20 | | | | | | 9/28/30 | | | | ||||
| | | 9/22/21 | | | | | | 274,445 | | | | | | 137,222 | | | | | | — | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 9/22/21 | | | | | | — | | | | | | — | | | | | | 888,333 | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | | ||||
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 | | | | ||||
| | | 9/22/21 | | | | | | — | | | | | | — | | | | | | 1,366,667 | | | | | | 26.92 | | | | | | 9/22/28 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 7.87 | | | | | | 5/18/30 | | | | ||||
| | | 5/18/23 | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 7.87 | | | | | | 5/18/30 | | | |
| | | Stock Awards | | |||||||||
Name | | | Number of Shares Acquired on Vesting | | | Value Realized on Vesting(1)($) | | ||||||
Andrew J. Marsh | | | | | 183,333 | | | | | | 1,417,164 | | |
Paul B. Middleton | | | | | 66,667 | | | | | | 515,336 | | |
Gerard L. Conway, Jr. | | | | | 58,333 | | | | | | 450,914 | | |
Jose Luis Crespo | | | | | 58,333 | | | | | | 450,914 | | |
Sanjay K. Shrestha | | | | | 75,000 | | | | | | 579,750 | | |
| Option awards | Stock awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of shares acquired on exercise | Value realized on exercise ($) | Number of shares acquired on vesting | Value realized on vesting(1) | |||||||||
Paul B. Middleton | — | — | 13,334 | $ | 31,468 |
ArrangementsAgreements$600,000$750,000 and is eligible to: (i) receive an annual incentive bonus of up totargeted at an amount equal to one hundred percent (100%)100% of his annual base salary; (ii) participate in all savings and retirement plans; and (iii) participate in all benefit plans and executive perquisites. Mr. Marsh'sMarsh’s employment may be terminated by the Company with or without "Cause,"“Cause,” as defined in the agreement, or by Mr. Marsh for "Good“Good Reason,"” as defined in the agreement, and includes a material negative change in his compensation or responsibilities or a material change to his current geographic work location, or without "Good Reason"Good Reason upon written notice of termination to the Company. If Mr. Marsh'sMarsh’s employment is terminated by the Company for any reason other thanwithout Cause, death or disability, or in the event that Mr. Marsh terminates his employment with the Company and is able to establish "Good Reason," the Company is obligated to pay Mr. Marsh a lump sum equal to the sum of the following amounts:vestingand vest as if he had remained an employee for an additional twelve (12) months following the date of termination. Further, subject to Mr. Marsh’s copayment of premium amounts at the Company is requiredactive employees’ rate, Mr. Marsh will be eligible to continue paying forto participate in the Company’s group health, dental, vision and life insurance and other benefits for Mr. Marsh and his eligible family membersprograms for twelve (12) months following his termination. The agreement also provides among other things, that if, within twelve (12) months after a "Change of“Change in Control,"” as defined in the agreement, the Company terminates Mr. Marsh'sMarsh’s employment without Cause or Mr. Marsh terminates his employment for Good Reason, then he is be entitled to: (i) (1)(i) his current annual base salary plus (2)(ii) his average annual incentive bonus over the three (3) fiscal years prior to the Change ofin Control (or his annual incentive bonus for the fiscal year immediately preceding to the Change ofin Control, if higher),
(iii) receive benefits, including health and life insurance for twelve (12) months following the Change of Control.
The Company and Messrs. Middleton, Schmid, Conway, and Crespo are parties to Executive Employment Agreements pursuant to which if any of their employment is terminated by the Company for any reason other than "Cause," as defined(or, in the agreement, death or disability, or in the event that any terminates his employment with the Company and is able to establish "Good Reason," as defined in the agreement and includes a material negative change in his compensation or responsibilities or a material change to his current geographic work location, the Company is obligated to pay each an amount equal to his annual base salary. In addition, ascase of the dateMr. Middleton, full accelerated vesting of termination, any restricted stock,all stock options and other stockstock-based awards held by each will accelerate vesting as if he had remained an employee for an additional twelve (12) months followinghim), (iii) subject to the dateexecutive’s copayment of termination. Further,premium amounts at the active employees’ rate, continued payment by the Company is required to continue payingof its share of the premiums for a portion ofthe executive’s participation in the Company’s group health insurance for each and his eligible family members for twelve (12) months following his termination.
In addition, Messrs. Middleton, Schmid, Conway and Crespo are entitled to exercise any vested stock optionsplans for twelve (12) months following the date of termination for Messrs. Middleton and Conway or, in the case of Messrs. Crespo and Shrestha, they are entitled to have their group health insurance extend through the end of the month in which the date of termination occurs and the Company is requiredwill either provide a lump sum payment or monthly subsidy equal to continue payingtwelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan applicable on the date of termination, and other benefits(iv) all reasonable legal and arbitration fees and expenses incurred in obtaining or enforcing any right or benefit under the executive’s employment agreement except in cases involving frivolous or bad faith litigation.
The Company and
Such “Employment Arrangements.” In addition, the award agreements for the performance-based stock options granted to each named executive officer provide for potential acceleration of vesting in connection with a Sale Event, as also described above in “Employment Arrangements.”
If Mr. Marsh had been terminated without causeCause on December 31, 2017,2023 and such termination was not within twelve (12) months following a Change in Control, the approximate value of the severance package, including, as mentioneddescribed above inEmployment Agreements, “Employment Arrangements,” salary, benefits and accelerated vesting of equity awards, under his employment agreement would have been $1,245,915.$863,014. If Mr.Messrs. Middleton, Mr. Schmid, Mr. Conway, Crespo or Mr. CrespoShrestha, had been terminated without causeCause on December 31, 2017,
2023 and such termination was not within twelve (12) months following a Change in Control, the approximate value of the severance packages, including, as mentioneddescribed above inEmployment Agreements, “Employment Arrangements,” salary, benefits and accelerated vesting of equity awards, under the respective employment agreement for such named executive officer would have been:been as follows: Mr. Middleton—$700,846,Middleton — $469,305, Mr. Schmid—$722,436,Conway — $478,152, Mr. Conway—$469,365,Crespo — $459,241, and Mr. Crespo—$744,436.
The Company and Shrestha — $273,249.
PROPOSAL 2: APPROVALTABLE OF THE RESTRICTED STOCK ISSUANCE
Background Information
On July 20, 2017,CONTENTS
The Warrant Shares will vest based on Walmart's payment of up to $600 million to the Company in connection with existing commercial agreements or other qualified Walmart purchases of hardware, services and fuel from the Company. The first trancheCompensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion and Analysis.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | |||||||||||||||||||
Year(1) | | | Summary Compensation Table Total for PEO(2) | | | Compensation Actually Paid to PEO(3) | | | Average Summary Compensation Table Total for Non-PEO NEOs(2) | | | Average Compensation Actually Paid to Non-PEO NEOs(3) | | | Plug Power Total Shareholder Return | | | Peer Group Total Shareholder Return(5) | | | GAAP Net Income ($mil.) | | | GAAP Revenue ($mil.) | | ||||||||||||||||||||||||
2023 | | | | $ | 7,252,805 | | | | | $ | (4,110,966) | | | | | $ | 3,697,805 | | | | | $ | (1,575,440) | | | | | $ | 142 | | | | | $ | 170 | | | | | $ | (1,369) | | | | | $ | 891 | | |
2022 | | | | $ | 766,555 | | | | | $ | (75,973,705) | | | | | $ | 935,683 | | | | | $ | (26,246,111) | | | | | $ | 391 | | | | | $ | 190 | | | | | $ | (724) | | | | | $ | 701 | | |
2021 | | | | $ | 52,248,305 | | | | | $ | 3,988,254 | | | | | $ | 23,665,540 | | | | | $ | 11,696,569 | | | | | $ | 893 | | | | | $ | 274 | | | | | $ | (460) | | | | | $ | 502 | | |
2020 | | | | $ | 13,630,072 | | | | | $ | 80,721,434 | | | | | $ | 5,333,470 | | | | | $ | 27,607,125 | | | | | $ | 1,073 | | | | | $ | 282 | | | | | $ | (596) | | | | | $ | (93) | | |
| | | 2023 | | | 2022 | | | 2021 | | | 2020 | | ||||||||||||||||||||||||||||||||||||
| | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | ||||||||||||||||||||||||
Summary Compensation Table Total | | | | $ | 7,252,805 | | | | | $ | 3,697,805 | | | | | $ | 766,555 | | | | | $ | 935,683 | | | | | $ | 52,248,305 | | | | | $ | 23,665,540 | | | | | $ | 13,630,072 | | | | | $ | 5,333,470 | | |
Minus Change in Pension Value Reported in SCT for the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Plus Pension Value Service Cost for the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Minus Stock Award Value and Option Award Value Reported in SCT for the Covered Year | | | | $ | (6,485,000) | | | | | $ | (3,242,500) | | | | | $ | 0 | | | | | $ | 517,333 | | | | | $ | 50,800,000 | | | | | $ | 22,887,250 | | | | | $ | 11,438,075 | | | | | $ | 4,168,991 | | |
Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | | | | $ | 2,945,000 | | | | | $ | 1,472,500 | | | | | $ | 0 | | | | | $ | 324,000 | | | | | $ | 52,156,620 | | | | | $ | 22,534,449 | | | | | $ | 32,956,000 | | | | | $ | 11,986,625 | | |
Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | | | | $ | (6,350,608) | | | | | $ | (2,967,601) | | | | | $ | (73,054,958) | | | | | $ | (25,617,390) | | | | | $ | (40,367,440) | | | | | $ | (9,546,769) | | | | | $ | 33,624,033 | | | | | $ | 11,020,441 | | |
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | | | | $ | (1,473,163) | | | | | $ | (535,644) | | | | | $ | (3,685,302) | | | | | $ | (1,371,071) | | | | | $ | (9,249,231) | | | | | $ | (2,069,401) | | | | | $ | 11,949,404 | | | | | $ | 3,435,580 | | |
Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Compensation Actually Paid | | | | $ | (4,110,966) | | | | | $ | (1,575,440) | | | | | $ | (75,973,705) | | | | | $ | (26,246,111) | | | | | $ | 3,988,254 | | | | | $ | 11,696,569 | | | | | $ | 80,721,434 | | | | | $ | 27,607,125 | | |
A more detailed discussion of the Walmart Investment Documents is provided below under the heading "The Walmart Investment Documents." The Transaction Agreement and the Warrant are attached as exhibits to the Company's current report on Form 8-K filed with the SEC on July 21, 2017.
The Warrant may be exercisable for up to 55,286,696 shares of the Common Stock, representing approximately 24.6% of the 224,750,472 shares of the Common Stock issued and outstanding on July 20, 2017. As a result, the issuance of the Warrant and the exercise thereof may result in Walmart owning more than 20% of the Common Stock or voting power outstanding immediately prior to the Company entering into the Walmart Investment Documents (the "NASDAQ Share Limitation"). Further, the exercise price of $2.1231 per share for the first and second tranches of Warrant Shares is less than the $2.13 closing bid price per share of the Common Stock on July 19, 2017, the trading day preceding the execution of the Walmart Investment Documents. To the extent any exercise of the Warrant would result in the issuance of shares of Common Stock equal to or in excess of the NASDAQ Share Limitation for less than the greater of the book value of the Common Stock and the market
value of the Common Stock, such issuance is subject to the prior approval of our stockholders as required under the listing rules of the NASDAQ Capital Market (the "Restricted Stock Issuance").
Pursuant to the Transaction Agreement, the Company is required to seek stockholders approval of the Restricted Stock Issuance at the Annual Meeting, and in the event such approval is not obtained at the Annual Meeting, the Company is required to seek such approval at a meeting of the stockholders at least once each calendar year and within thirteen months of the previous meeting of the stockholders at which such approval was sought until approval is obtained or the Warrant is no longer outstanding.
The Walmart Investment Documents
CAP.
The following is aTransaction Agreement
The Transaction Agreement sets forth certain governance arrangements and provisions relating to Walmart's equity interest in the Company.
The Transaction Agreement includes customary representations and warranties of the Company, including representations and warranties relating to the following:
The Transaction Agreement includes customary representations and warranties of Walmart, including those relating to the organization and authority of Walmart, the due authorization and enforceability of the agreements with the Company, the absence of conflicts with, or violations of, organizational documents, other contracts and applicable laws, required regulatory filings and approvals of governmental entities, Walmart's lack of ownership of our Common Stock or securities representing rights to acquire our Common Stock and broker's fees payable in connection with the transactions.
The Transaction Agreement includes customary covenants and agreements between the Company and Walmart, including, but not limited to, covenants relating to:
The Transaction Agreement requires that the Company seek stockholder approval of the Restricted Stock Issuance at the Annual Meeting. The Company has agreed to use reasonable best efforts to obtain stockholder approval of the Restricted Stock Issuance at the Annual Meeting.
The Transaction Agreement contains certain restrictions on Walmart's ability to transfer the Warrant and the Warrant Shares. Other than Permitted Transfers (as defined below), Walmart may not transfer (i) the Warrant, (ii) any Warrant Shares to a person that owns more than 10% of the outstanding Common Stock (other than transfers of Warrant Shares in an open market sale of Common Stock or pursuant to an underwritten offering), or (iii) Warrant Shares that represent greater than 10% of the outstanding Common Stock in a single transaction (other than transfers of Warrant Shares in an open market sale of Common Stock or pursuant to an underwritten offering). For purposes of the Transaction Agreement, the term "Permitted Transfer" means transfers (1) to a wholly owned subsidiary that executes a joinder to the Transaction Agreement, (2) in connection with certain acquisition transactions approved by the Board, (3) required by, or reasonably necessary, in order for Walmart to obtain governmental approval for an acquisition, (4) in connection with certain acquisitions of persons that already hold equity securities of the Company or (5) required under applicable law.
The Transaction Agreement contains certain customary standstill restrictions that remain in effect during the period from the execution of the Transaction Agreement until such time as Walmart and its affiliates beneficially own less than ten percent (10%) of the outstanding shares of Common Stock (the "Standstill Period"). Among other things, the standstill restrictions prohibit Walmart, during the Standstill Period, from:
Notwithstanding the standstill restrictions, Walmart is not prohibited from making one or more confidential proposalslink compensation actually paid to the Companynamed executive officers for 2023. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance stock options. Please see the Board regarding an acquisitionsection titled “Compensation Discussion and Analysis” for a further description of the Company. In addition, the standstill restrictions terminate upon the public announcement by the Company that it has entered into a definitive agreement regarding an acquisition of the Company or upon the commencement of certain tender or exchange offers.
During the Standstill Period, Walmartthese metrics and its affiliates may vote their shares of Common Stock for whichhow they are entitled to vote, up to 14.9% of the outstanding shares of Common Stock, in their sole and absolute discretion, provided that Walmart and its affiliates are required to vote all of their shares of Common Stock for which they are entitled to vote in excess of 14.9% of the outstanding shares of Common Stock in accordance with the recommendation of the Board. Walmart has granted the Company, including our Chief Executive Officer and Chairman of the Board, a proxy to vote its shares of the Common Stockused in the manner described above.Company’s executive compensation program.
The Transaction Agreement obligates both the Company and Walmart, as promptly as reasonably practicable after written notice from Walmart, to file the appropriate notices and take such action as may be required to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").
The Transaction Agreement also contains certain registration right provisions. Under the Transaction Agreement, Walmart has up to three (3) demand registration rights, shelf registration rights and piggyback registration rights.
The Transaction Agreement may be terminated with the consent of both the Company and Walmart, or by Walmart unilaterally in the event that (1) clearance under the HSR Act (if required) is not obtained within six months of filing or (2) stockholder approval of the Restricted Stock Issuance is not obtained at the Annual Meeting. If Walmart elects to terminate the Transaction Agreement as a result of the failure of the stockholders to approve the Restricted Stock Issuance at the Annual Meeting, Walmart must give prior written notice of such termination not later than the 90th day after the date of the Annual Meeting (or the date to which such meeting is postponed or adjourned). In the event of the termination of the Transaction Agreement, Walmart would retain the Warrant, which would be exercisable with respect to all Warrant Shares vested as of such time, and no further Warrant Shares would vest. Any purchases made by Walmart under the existing commercial agreements or otherwise after the termination of the Transaction Agreement would not result in the vesting of additional Warrant Shares. Walmart and its affiliates have no obligation to make purchases under the existing commercial agreements and may terminate the existing commercial agreements at any time to the extent permitted by and in accordance with their terms.
Warrant
Pursuant to the Transaction Agreement, on July 20, 2017 the Company issued the Warrant to Walmart. If fully vested, the Warrant is exercisable for up to 55,286,696 shares of the Common Stock, subject to adjustment in certain cases. The Warrant Shares will vest based on Walmart's payment of up to $600 million to the Company in connection with existing commercial agreements or other qualified Walmart purchases of hardware, services and fuel from the Company. The first tranche of 5,819,652 Warrant Shares vested upon the execution of the Warrantrelationship between our TSR and the other transaction documents. The second tranche of 29,098,260 Warrant Shares will vest in four installments of 7,274,565 Warrant Shares each time Walmart or its affiliates, directly or indirectly through third parties, make aggregate payments of $50 million toPeer Group TSR, as well as the Company, up to a total of $200 million in payments. The exercise pricerelationship between CAP and our TSR for the firstPEO and second tranches of Warrant Shares is $2.1231 per share. After Walmart has made payments toNon-PEO NEOs.
The Warrant may be exercised by payment of the exercise price in cash or, without payment of cash, by reducing the number of Warrant Shares obtainable upon the exercise of the Warrant so as to yield a number of Warrant Shares obtainable upon such exercise (rounded to the nearest whole Warrant Share) equal to the product of (x) the number of Warrant Shares otherwise issuable upon such exercise (either in full or in part) and (y) a fraction, the numerator of which is the excess of (1) the 30-Day VWAP immediately preceding the exercise date over (2) the exercise price, and the denominator of which is the 30-Day VWAP immediately preceding such exercise date.
The Warrant may be transferred only to an affiliate of Walmart. Subject to certain exceptions, the exercise price and the number of Warrant Shares issuable upon exercise of the Warrant are subject to adjustment as a result of stock splits, reclassifications or combinations involving Common Stock or the issuance of shares of Common Stock or other securities or rights exercisable or convertible into or exchangeable for shares of Common Stock, without consideration or at a consideration per share (or having a conversion price per share) that is less than 100% of the market price of Common Stock immediately prior to the date of the agreement of pricing of such shares (or of such convertible securities). Subject to certain exceptions, the exercise price and the number of Warrant Shares issuable upon exercise of the Warrant are also subject to adjustment in connection with dividends or other distributions by the Company on shares of Common Stock and repurchases by the Company of outstanding Common Stock. A Permitted Repurchase (as defined below) does not result in such an adjustment. A "Permitted Repurchase" is defined as (a) a repurchase of shares in one or more "Dutch Auction" tender offers at a price no greater than 5% above the fair market value of the shares; (b) a purchase of equity interests of the Company pursuant to and in compliance with Rule 10b-18 under the Exchange Act (provided that, all equity interests repurchased under clauses (a) and (b) shall not exceed, in the aggregate and on an as-converted basis with respect to convertible securities, 5,736,311 shares of Common Stock, subject to adjustment for stock splits and reverse stock splits); (c) one or more purchases of shares of Series C Preferred Stock, pursuant to and in the amounts and at the price specified in the Certificate of Designations of the Series C Preferred Stock; and (d) one or more purchases of Common Stock in connection with the net exercise of options, or the payments of tax withholding with respect to the Company's equity awards, issued under the Company's equity incentive plans.
Upon the consummation of a Change of Control Transaction (as defined below) prior to the vesting of at least 60% of the aggregate Warrant Shares, the Warrant will automatically vest and
become exercisable with respect to an additional number of Warrant Shares such that 60% of the aggregate Warrant Shares shall have vested; provided that either (i) such Change of Control Transaction occurs after July 20, 2019 and Walmart has installed the Company's fuel cell technology at no fewer than fifteen (15) Walmart sites prior to such date, or (ii) such Change of Control Transaction occurs prior to July 20, 2019. If a Change of Control Transaction is consummated after the vesting of at least 60% of the aggregate Warrant Shares, then no acceleration of vesting will occur with respect to any of the unvested Warrant Shares as a result of the transaction. A "Change of Control Transaction" is defined generally as (a) a transaction in which a person or group becomes the beneficial owner, directly or indirectly, of 50% or more of the outstanding equity interests of the Company; (b) with certain exceptions, a transaction in which the stockholders immediately prior to such transaction cease to beneficially own, directly or indirectly, at least 50% of the outstanding equity of the Company; (c) a Business Combination (as defined below) as a result of which at least 50% ownership of the Company is transferred to another person or group; (d) individuals who constitute the Continuing Directors (as defined below) of the Company, taken together, ceasing for any reason to constitute at least a majority of the Board; or (e) any sale, lease, exchange, license, transfer or disposition of 50% or more of the consolidated assets, business, revenues, net income, or deposits of the Company. A "Business Combination" is defined as a merger, consolidation, statutory share exchange, reorganization, recapitalization or similar extraordinary transaction involving the Company. "Continuing Directors" are defined as the directors of the Company as of July 20, 2017 and each other director, if, in each case, such other director's nomination for election to the Board is recommended by more than 50% of the Continuing Directors or more than 50% of the members of the Nominating and Governance Committee of the Board who are Continuing Directors.
Walmart is prohibited from exercising any portion of the Warrant to the extent that, as a result of any such exercise, the warrantholder would beneficially own more than 4.999% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such portion of the Warrant. The terms of the Warrant provide that this 4.999% beneficial ownership limitation may be increased by the holder thereof upon written notice to the Company, which notice will not be effective until the 61st day after such notice is given.
Summary of the Proposal
The Board is seeking approval of the Restricted Stock Issuance in order to comply with NASDAQ Listing Rule 5635(d) and recommends that the stockholders approve the Restricted Stock Issuance.
As a company listed on the NASDAQ Market, the Company is subject to NASDAQ Listing Rule 5635(d), which requires stockholder approval prior to any issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, in a transaction other than a public offering in an amount that equals or exceeds 20% of the Common Stock or voting power outstanding immediately prior to such issuance if such securities are issued or sold for less than the greater of their book or market value. The NASDAQ rules define "market value" as the consolidated closing bid price immediately preceding the entering into of the binding agreement to issue the securities.
As described above, the issuance of the Warrant Shares subject to the Warrant may result in Walmart owning more than 20% of outstanding shares of Common Stock immediately prior to the Company's entry into the Walmart Investment Documents. Stockholder approval is required under NASDAQ Listing Rule 5635(d) because the number of Warrant Shares subject to the Warrant exceeds 20% of the outstanding shares of Common Stock on the date the Warrant was issued and the exercise price for the first two tranches of Warrant Shares, $2.1231 per share, was less than the closing bid price of the Common Stock on July 19, 2017, the day immediately prior to the date of the Transaction Agreement and the date the Warrant was issued. The exercise price per share of the third tranche of Warrant Shares will be an amount equal to ninety percent (90%) of the 30-Day VWAP as of the final
vesting date of the second tranche of Warrant Shares and may be less than the closing bid price of the Common Stock on July 19, 2017.
To comply with NASDAQ Listing Rule 5635(d), the Company is seeking stockholder approval for the Restricted Stock Issuance, which would result in Walmart owning more than the NASDAQ Share Limitation (i.e., more than 20% of the outstanding shares of Common Stock as of July 20, 2017, the date of execution of the Walmart Investment Documents).
Vote Required for Approval
A quorum being present, approval of the Restricted Stock Issuance requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock and Series C Preferred Stock, voting together as a single class, present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. As of the close of business on the Record Date, our directors and executive officers and their affiliates beneficially owned 8,949,833 shares of Common Stock, or approximately 3.9% of the shares of Common Stock outstanding as of such date, of which 2,627,181 are shares of Common Stock, or approximately 1.1% of the shares of Common Stock outstanding as of such date, and the balance of which are options. We currently expect that our directors and executive officers will vote their shares that are entitled to vote in favor of the Restricted Stock Issuance.
Impact of Failure to Approve the Proposal
If the Restricted Stock Issuance is not approved by stockholders, then the Warrant will be exercisable for, and the Company will be permitted to issue, only up to 44,725,343 Warrant Shares, representing 19.9% of the outstanding shares of Common Stock as of the close of business on July 20, 2017. The Company will not have authority to issue more than 44,725,343 Warrant Shares until such time, if any, as the stockholders approve the Restricted Stock Issuance.
If the stockholders do not approve the Restricted Stock Issuance, Walmart will have the right to terminate the Transaction Agreement as described above, in which case Walmart would retain the Warrant, which would be exercisable with respect to all Warrant Shares vested as of such time, and no further Warrant Shares would vest. Any purchases made by Walmart under the existing commercial agreements or otherwise after the termination of the Transaction Agreement would not result in the vesting of additional Warrant Shares. Walmart and its affiliates have no obligation to make purchases under the existing commercial agreements and may terminate the existing commercial agreements at any time to the extent permitted by and in accordance with their terms.
If the stockholders do not approve the Restricted Stock Issuance and Walmart does not exercise its right to terminate the Transaction Agreement, payments made by Walmart and its affiliates to the Company under the existing commercial agreements may result in the vesting of all 55,286,696 Warrant Shares but the Company will be permitted to issue no more than 44,725,343 Warrant Shares until such time, if any, as the stockholders approve the Restricted Stock Issuance.
TABLE OF CONTENTSRecommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE RESTRICTED STOCK ISSUANCE.
In accordance with
"RESOLVED, that the stockholderscompensation of Plug Power Inc. (the "Company") approve, on an advisory basis,any particular officer, but rather the overall compensation of the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, in the Compensation Discussionour named executive officers and Analysis section,our compensation tablesphilosophy, policies and narrative discussion set forth in the Proxy Statement for this Annual Meeting."
practices.
Accordingly, we are asking our stockholders to vote “FOR” the following resolution at the Annual Meeting:
Vote Required for Approval
A quorum being present, the affirmative vote of a majority in voting power of the shares of Common Stock and Series C Preferred Stock, voting together as a single class, present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal is required to approve this resolution. Even though this vote will neither be binding on the Company or the Board nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board, the Compensation Committee will take into account the outcome of the vote when considering future compensation decisions for our named executive compensation decisions.
officers.
UNLESS OTHERWISE INSTRUCTED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR"OFFICERS AS DISCLOSED IN THIS RESOLUTION.
REGISTERED PUBLIC ACCOUNTANTS
questions.
2024. Abstentions and broker non-votes will not have an effect on the outcome of this proposal.
TABLE OF CONTENTSCERTAIN RELATIONSHIPS
PERSONS
| | | Shares Beneficially Owned(2) | | |||||||||
Name and Address of Beneficial Owner(1) | | | Number | | | Percentage (%) | | ||||||
Grove Energy Capital LLC(3) | | | | | 54,966,188 | | | | | | 8.0% | | |
The Vanguard Group(4) | | | | | 53,987,285 | | | | | | 7.8% | | |
BlackRock, Inc.(5) | | | | | 51,301,020 | | | | | | 7.4% | | |
Andrew J. Marsh(6) | | | | | 3,026,985 | | | | | | * | | |
Paul B. Middleton(7) | | | | | 1,269,199 | | | | | | * | | |
Gerard L. Conway, Jr.(8) | | | | | 1,195,211 | | | | | | * | | |
Jose Luis Crespo(9) | | | | | 1,108,049 | | | | | | * | | |
Sanjay K. Shrestha(10) | | | | | 1,083,613 | | | | | | * | | |
Mark J. Bonney | | | | | 10,964 | | | | | | * | | |
Maureen O. Helmer(11) | | | | | 207,323 | | | | | | * | | |
Patrick Joggerst | | | | | 9,233 | | | | | | * | | |
Gregory L. Kenausis (12) | | | | | 376,549 | | | | | | * | | |
Kavita Mahtani (13) | | | | | 48,483 | | | | | | * | | |
George C. McNamee(14) | | | | | 1,050,176 | | | | | | * | | |
Kyungyeol Song(15) | | | | | — | | | | | | * | | |
Gary K. Willis(16) | | | | | 638,628 | | | | | | * | | |
All current executive officers and directors as a group (15 persons)(17)(18) | | | | | 11,879,170 | | | | | | 1.7% | | |
| Shares Beneficially Owned(2) | ||||||
---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner(1) | Number | Percentage (%) | |||||
Black Rock, Inc.(3) | 14,357,035 | 6.3 | % | ||||
Johannes Minoh Roth(4) | 3,045,223 | 1.3 | % | ||||
Andrew Marsh(5) | 2,893,576 | 1.3 | % | ||||
George C. McNamee(6) | 1,236,714 | * | |||||
Keith Schmid(7) | 1,094,351 | * | |||||
Gerard L. Conway, Jr.(8) | 690,142 | * | |||||
Paul B. Middleton(9) | 567,849 | * | |||||
Jose Luis Crespo(10) | 505,728 | * | |||||
Gary K. Willis(11) | 481,353 | * | |||||
Maureen O. Helmer(12) | 366,648 | * | |||||
Douglas Hickey(13) | 235,933 | * | |||||
Gregory Kenausis(14) | 229,900 | * | |||||
Martin D. Hull(15) | 139,473 | * | |||||
Lucas P. Schneider(16) | 137,914 | * | |||||
Gregory B. Graves(17) | 107,104 | * | |||||
All executive officers and directors as a group (14 persons)(18) | 11,731,908 | 5.1 | % |
March 26, 2018. April 1, 2024. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares of Common Stockcommon stock beneficially owned by the stockholder.
16(A) REPORTS
To our knowledge, based on our review of the copies of such filings and based on written representations, we believe that all such persons and entities complied on a timely basis with all Section 16(a) filing requirements during the fiscal year ended December 31, 2023, except that the following persons filed the following Form 3 or Form 4s were filed late on (1) September 5, 2017 for Messrs. McNamee, Graves, Hickey, Willis, Roth, Schneider, Kenauisis,the following dates:
Hickey, Willis, Roth, Schneider, Kenauisis,
September 29, 2023.
DELIVERY OF PROXY MATERIALS AND ANNUAL REPORT
Electronic Delivery
The
Many brokerage firmswebsite, which will contain your voter control number, and banks are also offering electronic proxy materialsfollow the instructions to their clients. If you are a beneficial owner of Plug Power stock, youobtain your records.During The Meeting - Go to www.virtualshareholdermeeting.com/PLUG2024You may contactattend the meeting via the Internet and vote during the meeting. Have the information that broker or bank to find out whether this service is available to you. If your broker or bank uses Broadridge Investor Communications, you can sign up to receive electronic proxy materials at www.proxyvote.com.
"Householding" is the term used to describe the practice of delivering one copy of a document to a household of shareholders instead of delivering one copy of a document to each shareholderprinted in the household. Stockholders who share a common addressbox marked by the arrow available and who have not opted out offollow the householding process should receive a single copy of the Notice of Internet Availability of Proxy Materials for each account. If you received more than one copy of the Notice of Internet Availability of Proxy Materials, you may elect to household in the future; if you received a single copy of the Notice of Internet Availability of Proxy Materials, you may opt out of householding in the future, in either case, by writing to the Company at the following address, Plug Power Inc., 968 Albany Shaker Road, Albany, New York 12110, or by calling the Company at (518) 782-7700.
In any event, you may obtain a copy of this Proxy Statement by writing to the Company at the following address: Plug Power Inc., 968 Albany Shaker Road, Albany, New York 12110.
The Company's 2017 Annual Report, including the consolidated financial statements for the year ended December 31, 2017, was furnished to stockholders with this Proxy Statement. Upon request, the Company will furnish without charge a copy of the Company's Annual Report on Form 10-K, which has been filed with the SEC. Stockholders may receive a copy of our Form 10-K by:
Additional information, including our SEC filings and exhibits can be found on our webpage under the "Investor Relations" heading.
If you would like to reduce the costs incurred by our company in mailing proxy materials, Useinstructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 P.M. ET on June 4, 2024. Have your notice or proxy card in hand when you call and then follow the instructions. John Sample 234567 VOTEinstructions.VOTE BY MAIL 1234567 123,456,789,012.12345MAILMark, sign and date your proxy card and return it in the postage -paid envelope we have provided or return it to Vote Processing, c/o Broadridge, P.O. Box 1342, Brentwood, NY 11717. Your proxy card must be received by 11:59 P.M. ET on June 4, 2024. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEPV48456-P10414KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THISRECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of theDATED.DETACH AND RETURN THIS PORTION ONLYPLUG POWER INC. The Board of Directors recommends you vote FOR the following Class I Directors: nominee(s) on the line below. 0 0 0 1. Electionfollowing:1.Election of Class I Directors Nominees 01 Andrew Marsh 02 Gary K. Willis 03 MaureenDirectorsNominees:ForWithhold1a.Andrew J. Marsh!!1b.Maureen O. Helmer Helmer!!1c.Kavita Mahtani!!The Board of Directors recommends you vote FOR proposals 2 3 and 4. For 0 Against 0 Abstain 0 2 The3.2.The approval of the issuance by the Company of shares of common stock representing 20% or more of the Company's issued and outstanding common stock upon the exercise of a warrant issued by the Company to Walmart, Inc. 0 0 0 0 0 0 3 The approval of thenon-binding, advisory resolutionvote regarding the compensation of the Company's named executive officers. 4 Theofficers as described in the proxy statement. 3.The ratification of KPMGDeloitte & Touche LLP as the Company's independent auditorsregistered public accounting firm for 2018.2024. For Against Abstain! ! !! ! ! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 0 For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting Yes 0 No 0 Pleaseor postponement thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signatureofficer.Signature [PLEASE SIGN WITHIN BOX] Date SignatureDateSignature (Joint Owners)Date 02 0000000000 1
FOR SECURITY PURPOSES, PLEASE BRING A VALID PICTURE ID IF YOU PLAN TO ATTEND THE MEETING Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice, & Proxy Statement and Form 10-KAnnual Report to Stockholders are available at www.proxyvote.com Annualwww.proxyvote.com.V48457-P10414Annual Meeting of the Stockholders of PLUGofPLUG POWER INC. May 16, 2018INC.June 5, 2024 at 10:00 AM Eastern Time TheTimeSOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe stockholder(s) hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, and hereby appoint(s) each of Andrew J. Marsh and Gerard L. Conway, Jr. as proxy,proxies, each with the power to appoint his substitute, and authorize(s) them to represent and to vote each of Andrew Marsh and all of the shares of Common Stockcommon stock of PLUG POWER INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, Eastern Time on May 16, 2018,June 5, 2024, over the Internet at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018www.virtualshareholdermeeting.com/PLUG2024 and at any adjournment or postponement thereof, upon the matters set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement dated March 30, 2018. THISApril 26, 2024.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF PROPERLY EXECUTED AND NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE DIRECTOR NOMINEES NAMED IN ITEMPROPOSAL 1, "FOR" THE APPROVAL OF THE ISSUANCE OF 20% OR MORE OF THE COMPANY’S COMMON STOCK UPON THE EXERCISE OF A WARRANT ISSUED BY THE COMPANY TO WALMART, INC. IN ITEM 2, "FOR" THE APPROVAL OF THENON-BINDING ADVISORY RESOLUTIONVOTE REGARDING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS IN ITEM 3,PROPOSAL 2, AND "FOR" THE RATIFICATION OF KPMGDELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM FOR 20182024 IN ITEM 4.PROPOSAL 3. THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXYPROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) ContinuedMEETING.Continued and to be signed on reverse side 0000372505_2 R1.0.1.17