SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
Latham, NY 12110
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
![[MISSING IMAGE: sg_andrewmarsh-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052996/sg_andrewmarsh-bw.jpg)
President and Chief Executive Officer
|
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 | | ||
| | |
| | ![[MISSING IMAGE: sg_gerardlconwayjr-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052996/sg_gerardlconwayjr-bw.jpg) | |
| | | | | Gerard L. Conway, Jr. Corporate Secretary | |
April 26, 2024
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | 71 | | |
968 Albany Shaker Road
Latham, NY 12110
(518) 782-7700
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
4.- 3.The ratification of
KPMGDeloitte & Touche LLP as our independentauditorsregistered public accounting firm for2018;2024; and5.4.Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.What is"householding"the record date and what does it mean?The record date to determine the stockholders entitled to notice of, and to vote at, the Annual Meeting is the close of business on April 8, 2024 (the “Record Date”). The Record Date was established by the Board as required by Delaware law.
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:
•By Telephone or Internet—All record holdersbank uses Broadridge Investor Communications, you canvote by touchtone telephone from the United States using the toll free telephone number on the proxy card, or over the Internet, using the procedures and instructions described on the proxy card. "Street name" holders may vote by telephone or Internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will enclose the instructions with thesign up to receive electronic proxy materialsthey send you. The telephone and Internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.•In Person—All record holders may vote in personatthe Annual Meeting. "Street name" holders may vote in person at the Annual Meeting if their bank, broker or other nominee has furnished a legal proxy. If you are a "street name" holder and would like to vote your shares by proxy, you will need to ask your bank, broker or other nominee to furnish you with a nominee issued proxy. You will need to bring the nominee issued proxy with you to the Annual Meeting and hand it in with a signed ballot that will be provided to you at the Annual Meeting. You will not be able to
•By Written Proxy—All record holders can vote by written proxy card. If you are a "street name" holder, you will receive a written proxy card and a voting instruction card from your bank, broker or other nominee.
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:
•Attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting will not by itself revoke a proxy. You must vote your shares by ballot at the Annual Meeting to revoke your proxy;•Voting again by telephone or over the Internet (only your latest telephone or Internet vote submitted prior to the Annual Meeting will be counted);•If you complete and submit a new valid proxy bearing a later date; and•Giving written notice of revocation to the Company addressed to the Corporate Secretary, at the Company's address above, which notice must be received before noon, Eastern Time, on May 15, 2018.
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 | |||||
*Nominee for re-election.(1)Member of the Audit Committee.(2)Member of the Compensation Committee.(3)Member of the Corporate Governance and Nominating Committee.
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:
Gregory
L. Kenausis
Maureen O. Helmer
Kavita Mahtani
Gary K. Willis
| | | | 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.
![[MISSING IMAGE: fc_anncash-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052996/fc_anncash-4c.jpg)
![[MISSING IMAGE: bc_totalsharereturn-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052996/bc_totalsharereturn-4c.jpg)
![[MISSING IMAGE: bc_netincome-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052996/bc_netincome-4c.jpg)
![[MISSING IMAGE: bc_revenue-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052996/bc_revenue-4c.jpg)
![[MISSING IMAGE: px_2024plugpower1pg01-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052996/px_2024plugpower1pg01-bw.jpg)
![[MISSING IMAGE: px_2024plugpower1pg02-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-052996/px_2024plugpower1pg02-bw.jpg)
