TECOGEN INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date: Thursday, June 6, 2019 8, 2023
Time: 1:00 pm (local time)
Place: 45 First Avenue, Waltham, MA 02451
TO THE STOCKHOLDERS OF TECOGEN INC.:
NOTICE IS HEREBY GIVEN that the 20192023 Annual Meeting of Stockholders of Tecogen Inc., a Delaware corporation, or the ("Company, or Tecogen," "Tecogen," "we," "our," "us"), will be held at the Company's offices located at 45 First Avenue, Waltham, Massachusetts, 02451, on Thursday, June 6, 2019,8, 2023, at 1:00 p.m., local time (the ("Annual Meeting)Meeting") for the following purposes, as described in our Proxy Statement:
1.To elect seven directors to the Board of Directors of the Company to hold office until the 2024 annual meeting or until their successors are duly elected and qualified.
2.To ratify the appointment of Wolf & Company, P.C. as the Company's independent registered public accounting firm.
3.To transact any other business which may properly be brought before the Annual Meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting of Stockholders, or the Annual Meeting. Attached to this notice is a Proxy Statement relating to the proposals to be considered at the Annual Meeting. The Board of Directors has fixed the close of business on April 15, 201921, 2023 (5:00 p.m., U.S. Eastern Time) as the record date, or the Record Date, for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. A complete list of these stockholders will be open for the examination of any stockholder of record during ordinary business hours at the Company's principal executive offices located at 45 First Avenue, Waltham, Massachusetts, 02451 for a period of ten days prior to the Annual Meeting. The list will also be available for the examination of any stockholder present at the Annual Meeting.
If you are a holder of record on the Record Date and plan to attend the Annual Meeting in person, please bring photo identification. If your shares are held in the name of a broker, bank or other nominee, please bring with you photo identification and a letter from the broker or other nominee confirming your ownership as of the Record Date. If you wish to vote your shares at the Annual Meeting, the broker, bank or other nominee must provide you with a proxy or power of attorney.
Your vote is important. Your prompt response will also help reduce proxy costs and will help you avoid receiving follow-up telephone calls or mailings. Please vote as soon as possible. The Company will be mailingproxy materials, including the Proxy Statement, the Company's Annual Report, which includes our consolidated financial statements for the year ended December 31, 2022, and the proxy card or the notice of internet availability of proxy materials, to stockholdersas applicable, are being distributed beginning on onor about April 26, 2019.25, 2023. The proxy materials will also be available to you and other stockholders on the Internet. Websites throughout these proxy materials are provided for reference only.
The Company currently intends to hold its Annual Meeting in person. However, the Company is sensitive to the public health and travel concerns its stockholders may have and recommendations and protocols that federal, state and local governments may impose in light of the evolving coronavirus (COVID-19) pandemic. As a result, in the event it is not possible or advisable to hold the Annual Meeting in person, the Company will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting at a different location or holding the meeting solely by remote communication such as by webcast or similar means. Please monitor the Company's News and Events website at https://ir.tecogen.com/news-events for updated information regarding the Annual Meeting. If you are planning on attending the Annual Meeting, the Company encourages you to check this website prior to the meeting if you plan to attend. As always, the Company encourages you to vote your shares prior to the Annual Meeting.
| By Order of the Board of Directors, | ||
| /s/ | ||
Waltham, Massachusetts
April 23, 201925, 2023
TABLE OF CONTENTS
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TECOGEN INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To be held on June 6, 20198, 2023
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY DID YOU FURNISH ME WITH THIS PROXY STATEMENT?
This Proxy Statement and accompanying Proxy Card are being furnished in connection with the solicitation of proxies by the Board of Directors of Tecogen Inc., a Delaware corporation (Tecogen ("Tecogen," "Company," "we," "our," or the Company),"us") for the Annual Meeting of Stockholders, to be held on June 6, 20198, 2023 at 1:00 p.m., local time, and at any adjournments or postponements of the Annual Meeting. This Proxy Statement summarizes the information you need to make an informed vote on the proposals to be considered at the Annual Meeting. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply access your proxy card and vote via the Internet, at www.proxyvote.com or by telephone at 1-800-690-6903. However, if you received your proxy materials by mail, you may vote by completing, signing, dating and returning to us the enclosed proxy card.
WHY ARE YOU MAKING THESE MATERIALS AVAILABLE OVER THE INTERNET RATHER THAN MAILING THEM?
Under the "Notice and Access Rule" that the Securities and Exchange Commission, or the SEC, has adopted, we are furnishing proxy materials to our stockholders on the Internet rather than mailing printed copies of those materials to each stockholder. This will help us conserve natural resources and it will save postage, printing and processing costs. If you received the Notice of Internet Availability of Proxy Materials, or the Notice of Internet Availability, by mail, you will not receive a printed copy of our proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you about how you may (1) access and review the Company's proxy materials on the Internet and (2) access your proxy card to vote on the Internet. We anticipate that we will mail the Notice of Internet Availability to our stockholders on or about April 25, 2019.2023.
The Proxy Materialsproxy materials are available at https://materials.proxyvote.com/87876P. Enter the 12-digit control number located on the Notice of Internet Availability, proxy card or voter instruction form.
HOW CAN I HAVE PRINTED COPIES OF THE PROXY MATERIALS MAILED TO ME?
Instructions for requesting a paper copy of the proxy materials are set forth on the Notice of Internet Availability.
WHAT PROPOSALS WILL BE ADDRESSED AT THE ANNUAL MEETING?
The following proposals will be addressed at the Annual Meeting:
1. The election of seven directors to the Board of Directors of the Company each to hold office for one yearuntil the next annual meeting of stockholders or until their successors are duly elected and qualified, each as identified below;
2. The ratification of the appointment of Wolf & Company, P.C. as the Company's independent registered public accounting firm; and
3. Advisory vote regarding approval of compensation of the Company's named executive officers;
WHO MAY VOTE ON THESE PROPOSALS?
Stockholders who owned shares of the Company’s voting stock at the close of business on April 15, 2019,21, 2023 or the Record Date, are entitled to notice of and to vote at the Annual Meeting on all matters properly brought before the Annual Meeting.
On the Record Date, there were 24,839,65624,850,261 shares of the Company's common stock, $.001 par value $0.01 per share, or the Common Stock, issued and outstanding and entitled to vote. Our Common Stock will vote as a single class on all matters scheduled to be voted on at the Annual Meeting. There is no cumulative voting.
HOW MANY VOTES DO I HAVE?
Each share of Common Stock is entitled to one vote on each matter presented at the Annual Meeting.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
Stockholder of Record
If, on the Record Date, your shares were registered directly in your name with our transfer agent, VStock Transfer LLC, you are a “stockholder of record” who may vote at the Annual Meeting. As a stockholder of record you have the right to direct the voting of your shares via the Internet, telephone, to returnby returning a proxy card to us or to voteby voting in person at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote via the Internet, telephone, or complete, sign, date, and return a proxy card to ensure that your vote is counted.
Beneficial Owner
If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name.” Your broker or nominee is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct your broker, bank, or nominee how to vote your shares by using any voting instruction card supplied by them or by following their instructions for voting by telephone, online, or in person. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
Our Board unanimously recommends that stockholders vote "FOR" all seven nominees for director, and "FOR" the ratification of the appointment of Wolf & Company, P.C. as our independent registered public accountants, "FOR" approvalaccountants. None of our directors has any substantial interest in any matter to be acted upon, with the exception of the compensation ofdirectors nominated for election at the Company's named executive officers disclosed in this Proxy Statement, and "THREE YEARS" in the vote regarding the frequency of non-binding stockholder advisory votes on the compensation of the Company's named executive officers.Annual Meeting, their election under proposal No. 1
WHAT IS THE QUORUM REQUIREMENT?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of theour issued and outstanding shares are represented by stockholders present at the Annual Meeting or represented by proxy. On the Record Date, there were 24,839,65624,850,261 shares outstanding and entitled to vote at the meeting. Thus, 12,419,82912,425,132 shares must be represented by stockholders present at the meeting or by proxy to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. A broker non-vote occurs when a broker holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received voting instructions from the beneficial owner. If there is no quorum, the chairman of the meeting or a majority of the votes of stockholders present or represented at the meeting may adjourn the meeting to another date.
WHY WOULD THE ANNUAL MEETING BE ADJOURNED?
The Annual Meeting may be adjourned if a quorum is not present or to allow time for further solicitation of proxies in the event there are insufficient votes present in person or represented by proxy to approve the proposals. For purposes of determining whether the stockholders have approved matters other than the election of directors, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote. Shares held by brokers who do not have discretionary authority to vote on a particular matter and who have not received voting instructions from their customers are not counted or deemed to be present or represented for the purpose of determining whether stockholders have approved that matter, but they are counted as present for the purpose of determining the existence of a quorum at the Annual Meeting.
HOW DO I VOTE BY PROXY?
If you hold shares directly as the stockholder of record, you may direct how your shares are voted without attending the Annual Meeting. Such stockholders may deliver their proxies either:
(1)Electronically over the Internet at www.proxyvote.com;
(2)By telephone at 1-800-690-6903; or
(3)By completing and submitting a properly signed and dated paper proxy card.
If you are a stockholder of record, returning the proxy card will not affect your right to attend the Annual Meeting and vote in person as described elsewhere herein. If you properly fill in your proxy card and send it to us in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have directed.
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If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board of Directors as follows:
1.FOR the election of each of our Board's nominees for director; 2.FOR the ratification of the appointment of Wolf & Company, P.C. as the Company's independent registered public accounting firm; |
If any other matters are presented, your proxy will vote in accordance with his or her best judgment. At the time this Proxy Statement was finalized, we knew of no matters that needed to be acted on at the Annual Meeting other than those discussed in this Proxy Statement.
If you are a beneficial owner, you must vote your shares in the manner prescribed by your broker, bank or other nominee. You will receive a voting instruction card (not a proxy card) to use in directing the broker, bank, or other nominee how to vote your shares. You may also have the option to vote your shares via the Internet.
HOW DO I VOTE IN PERSON?
If you are a stockholder of record (i.e., you own the shares directly in your name) and plan to attend the Annual Meeting, you may attend and vote in person on June 6, 2019,8, 2023, or at a later date if the Annual Meeting is adjourned or postponed to a later date, as long as you present valid proof of identification at the Annual Meeting. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, in addition to identification, you must bring proof of beneficial ownership in order to attend the Annual Meeting, which generally can be obtained from the record holder. In that event, you must also obtain a proxy or a power of attorney executed by the broker, bank or other nominee that owns the shares of record for your benefit and authorizing you to vote the shares at the Annual Meeting.
MAY I CHANGE MY VOTE?
Stockholders of record my change their vote at any time before the proxy is exercised by sending a written notice of revocation or a later-dated proxy to our Secretary, which must be received prior to commencement of the Annual Meeting; by submitting a later-dated proxy via Internet or phone before 11:59 p.m. Eastern Daylight Time on June 5, 2019;8, 2023; or by voting in person at the Annual Meeting. Your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless you file the proper documentation for it to be so revoked.
If you hold your shares through a broker, bank or other nominee in "street name", you should contact such person prior to the time such voting instructions are exercised.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD OR VOTING INSTRUCTION CARD?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with brokers, banks or other nominees and/or our transfer agent. Please sign and deliver, or otherwise vote, each proxy card and voting instruction card that you receive. We recommend that you contact your nominee and/or our transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address. Our transfer agent is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598: Telephone: 212-828-8436.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
Proposal 1: Election of Directors. The election of directors shall be determined by a plurality of the votes cast by the stockholders. Therefore, a nominee who receives a plurality (the nominee who receives a higher number of votes “for” his or her election than any other nominee for the same director's seat) will be elected.
Proposal 2: Ratification of independent registered public accounting firm. The approval of the ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of the holders of a majority in voting power of the votes cast by the holders of all of the shares of stock present or represented at the Annual Meeting entitled to vote on the matter.
HOW ARE VOTES COUNTED?
Proposal 1: You may either vote “FOR” or “WITHHOLD” authority to vote for each of the nominees for election to the Board of Directors. Shares present at the meeting or represented by proxy where the stockholder does not vote for a nominee or properly withholds authority to vote for such nominee and broker non-votes will not be counted "For" or "Against" such nominee's achievement of a plurality.
Proposal 2: You may vote “FOR,” “AGAINST” or “ABSTAIN” on the ratification of Wolf & Company, P.C. If you abstain from voting on the proposal to ratify the appointment of Wolf & Company, P.C., your vote will have no effect on the outcome of the vote on the proposal. Brokers, bankers and other nominees have discretionary voting power on this routine matter and, accordingly, broker non-votes will have no effect on the vote for this proposal.
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ARE THERE ANY DISSENTERS' RIGHTS OF APPRAISAL?
Our Board is not proposing any action for which the laws of the State of Delaware, the Company’s Certificate of Incorporation or the Company's by-laws provide a right of a stockholder to dissent and obtain appraisal of or payment for such stockholder's shares.
WHO BEARS THE COST OF SOLICITING PROXIES?
WHERE ARE THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES?
The Company’s principal executive offices are located at 45 First Avenue, Waltham, Massachusetts, 02451, and the Company's telephone number is (781) 466-6400.
HOW CAN I OBTAIN ADDITIONAL INFORMATION ABOUT THE COMPANY?
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2022, or the Annual Report, is being sentavailable to all stockholders along with this proxy statement.Proxy Statement on the SEC's EDGAR website. Exhibits to the Annual Report will be provided upon written request and payment of an appropriate fee. All written requests should be directed to the Secretary of the Company c/o Tecogen Inc., 45 First Avenue, Waltham, Massachusetts 02451. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Our website address is included several times in this Proxy Statementthese proxy materials as a textual reference only and the information in the website is not incorporated by reference into this Proxy Statement.
these proxy materials.
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INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the current members of our Board, and our executive officers. The address for our directors and executive officers isis: c/o Tecogen Inc., 45 First Avenue, Waltham, Massachusetts 02451. Mr. Maxwell and Mr. Davidson have decided not to continue to serveThe ages of the individuals are provided as directors following the 2019 Annual Meeting. Also listed below are Mr. Earl R. Lewis III and MS. Garcia Roosevelt who are being nominated for election as directors at the 2019 Annual Meeting. of April 25, 2023:
| Name | Age | Position(s) | (1) | (2) | (3) | ||||||||||||
| Directors | |||||||||||||||||
| Angelina M. Galiteva | 56 | Chairperson of the Board and Director | x | x | |||||||||||||
| John N. Hatsopoulos | 89 | Lead Director | |||||||||||||||
| Ahmed F. Ghoniem | 71 | Director | x | x | |||||||||||||
| John M. Albertine | 78 | Director | x | ||||||||||||||
| Earl L. Lewis, III | 79 | Director | x | ||||||||||||||
| Fred Holubow | 84 | Director | x | ||||||||||||||
| Abinand Rangesh | 38 | Director | |||||||||||||||
| (1) Member of Audit Committee | |||||||||||||||||
| (2) Member of Compensation Committee | |||||||||||||||||
| (3) Member of the Nominating and Governance Committee | |||||||||||||||||
| Named Executive Officers | |||||||||||||||||
| Abinand Rangesh | 38 | Chief Executive and Financial Officer (Principal Executive and Financial Officer) and Treasurer | |||||||||||||||
| Robert A. Panora | 68 | President and Chief Operating Officer | |||||||||||||||
| John K. Whiting, IV | 62 | General Counsel and Secretary | |||||||||||||||
| Name | Age | Position(s) | (1) | (2) | (3) |
| Angelina M. Galiteva | 52 | Chairperson of the Board and Director | x | x | |
| John N. Hatsopoulos | 85 | Lead Director | |||
| Benjamin M. Locke | 51 | Director & Chief Executive Officer | |||
| Robert A. Panora | 64 | Chief Operating Officer and President | |||
| Bonnie Brown | 56 | Chief Accounting Officer, Treasurer and Secretary | |||
| Keith Davidson | 68 | Director | |||
| Ahmed F. Ghoniem | 67 | Director | x | ||
| Charles T. Maxwell | 87 | Director | x | x | |
| Deanna Petersen | 57 | Director | x | x | x |
| Earl R. Lewis III | 75 | Nominated for Election as a Director | |||
| Laurence Garcia Roosevelt | 41 | Nominated for Election as a Director | |||
| (1) Member of Audit Committee | |||||
| (2) Member of Compensation Committee | |||||
| (3) Member of the Nominating and Governance Committee | |||||
Angelina M. Galiteva, age 52, has been the Company's Chairperson of the board of directors since 2005. Ms. Galiteva is founder and Chair of the Board for the Renewables 100 Policy Institute, a non-profit entity dedicated to the global advancements of renewable energy solutions since 2008. She isSince 2003 she has also been Chairperson at the World Council for Renewable Energy (WCRE), which focuses on the development of legislative and policy initiatives to facilitate the introduction and growth of renewable energy technologies since 2003.technologies. Since 2011, she has served on the Board of Governors of the California Independent System Operator (CA ISO), providing direction and oversight for the CA ISO which operates the California electricity grid. Also, sheShe is also a principal at New Energy Options, Inc., a company focusing on advancing the integration of sustainable energy solutions since 2006. She2006, and has also been a strategic consultant with Renewable Energy Policy and Strategy Consulting since 2004. Ms. Galiteva holds a M.S in Environmental and Energy Law, a J.D. from Pace University School of Law, and a B.S. from Sofia University in Bulgaria. Ms. Galiteva is currently serving a one-year term as the Company's Chairperson and as a director. Ms. Galiteva is also a memberTecogen director and serves as Chair of Tecogen'sour Audit Committee and a member of Tecogen'sour Compensation Committee.
John N. Hatsopoulos, age 85, has been a member of the Company'sour board of directors since its founding in 2000 (other than the period between June 6, 2018 and February 1, 2019) and was Tecogen'sour Chief Executive Officer or Co-Chief Executive Officer until March 29, 2018. He also was the Chief Executive officer or Co-Chief Executive Officer of American DG Energy Inc., or ADGE, until ADGE merged with the Companyus in May of 2017, or the ADGE Merger, and was on the board of directors of ADGE until March 29, 2018. Mr. Hatsopoulos was the Chairman of EuroSite Power Inc., a former affiliate of the Company,ours, from 2009 until 2016. Mr. Hatsopoulos iswas a co-founder of Thermo Electron Corporation, which is now Thermo Fisher Scientific. He was formerly the President and Vice Chairman of the Board of Directors of that company. He is a former Member of the Corporation of Northeastern University. He graduated from Athens College in Greece and holds a B.S. in history and mathematics from Northeastern University, as well as honorary doctorates in business administration from Boston College and Northeastern University. On February 1, 2019, Mr. Hatsopoulos was reappointed by the Boardboard as a director, and he is currently serving as Lead Director to identify and evaluate financing alternatives for the Company.a Tecogen director.
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Ahmed F. Ghoniem has been a member of our board of directors since 2008. Dr. Ghoniem is the Ronald C. Crane Professor of Mechanical Engineering at MIT. He is also the Director of the Company'sCenter for 21st Century Energy, and the head of Energy Science and Engineering at MIT, where he plays a leadership role in many energy-related activities, initiatives and programs. He joined MIT as an Assistant Professor in 1983. He is an associate fellow of the American Institute of Aeronautics and Astronautics, and Fellow of American Society of Mechanical Engineers, and was a recipient of KAUST Investigator Award. Dr. Ghoniem holds a Ph.D. in Mechanical Engineering from the University of California, Berkeley, and a M.S. and B.S. in Mechanical Engineering from Cairo University. Dr. Ghoniem is currently serving as a Tecogen director, and serves as the Chair of our Nominating and Governance Committee and a member of our Compensation Committee.
Our board has determined that, based on Dr. Ghoniem’s prior experience as a Professor of Mechanical Engineering at MIT and his prior experience in the energy sector, he is qualified to be a member of our board.
Earl R. Lewis III served as Chairman of the board and as Chief Executive Officer and President of FLIR Systems from 2000 through May 2013, and since May 2013 as Chairman of the Board and as a senior consultant to FLIR Systems.Mr. Lewis also served as Chairman of the Board of Harvard Bio Science from 2013 through June 2018, as CEO and President of Thermo Instrument Systems from 1998 to 2000, as President in 1997, and as COO in 1996.Mr. Lewis also served as CEO and President of Thermo Optek Corporation from 1994 to 1996, as President of Thermo Jarrell Ash Corporation from 1988 to 1994, and in senior operations and manufacturing roles at Thermo Jarrell Ash since 1984 and at other companies in previous years.Mr. Lewis holds a B.S. from Clarkson College of Technology.Mr. Lewis is currently serving as a Tecogen director and serves as the Chair of our Compensation Committee.
Our board has determined that, based on Mr. Lewis' extensive leadership experience in senior positions, he is qualified to be a member of our board.
John M. Albertine was appointed to our board on December 7, 2022. Dr. Albertine has served on the board of numerous public companies including Fruit of the Loom, Thermo Electron Corporation (now Thermo Fisher Scientific Corporation), American Precision Industries, Intersections Inc, DynaTech Corporation and Kadant Inc. He has also served as the Vice Chairman of the Fruit of the Loom Company and has served on two Presidential Commissions under President Reagan. Presently, Dr. Albertine is the CEO of Albertine Enterprises Inc. a public policy and advocacy firm based in Washington DC. He is also the Managing Partner at JJ&B an investment banking firm. Dr. Albertine has previously served as the Chair of the Economics Department at the Mary Washington College of the University of Virginia and as an Adjunct Professor at the US Marine Corps, Command and Staff College at Quantico. Dr. Albertine has a Ph.D. in Economics from the University of Virginia and Doctor of Humanities (honorary) from King’s College, PA.
Our board has determined that, based on Dr. Albertine's significant experience as a board member with several public companies and education, he is qualified to be a member of our board.
Abinand Rangesh has been with the Company since 2016 and has held roles in various divisions including sales, business development and structure.most recently Chief Financial Officer and Treasurer. Dr. Rangesh was appointed as our Chief Executive Officer on January 30, 2023 and has served, and continues to serve as our Chief Financial Officer (Principal Financial Officer) and Treasurer since June 14, 2021. Prior to joining Tecogen, he was an executive in renewable energy and software startups. His work as CTO at LumiSolair earned the company the 2013 EPA award. In addition, Dr. Rangesh has multiple design patents and has published multiple scientific papers in peer reviewed journals. Dr. Rangesh earned both his Ph.D. and undergraduate degrees in engineering from the University of Cambridge, United Kingdom. Dr. Rangesh is a citizen of the United States and the United Kingdom. Dr. Rangesh was appointed by our board in June 2021 to serve as a director and is currently serving as a Tecogen director.
Our board has determined that, based on Dr. Rangesh's prior experience and education, he is qualified to be a member of our board.
Fred Holubow has been our director since June 6, 2020. He served as a director of ANI Pharmaceuticals, Inc. from 1999 through May 2018 where he served on the Board's Audit and Finance Committee. Mr. Holubow is, and since 1984 has been a General Partner of Starbow Partners, an investor in early stage healthcare ventures. In addition, Mr. Holubow serves as a Principal of Petard Risk Analysis, a position he has held since January 2012. From 2001 to December 2011 Mr. Holubow served as a Managing Director of William Harris Investors, Inc., a registered investment advisory firm. From 1982 to 2001 Mr. Holubow served as Vice President of Pegasus Associates, a registered investment advisory firm he co-founded. He specializes in analyzing and investing in pharmaceutical and biotechnology companies. Mr. Holubow also previously served on the board of directors of the following public companies: Micrus Endovascular Corporation, ThermoRetec Corporation, Savient Pharmaceuticals, Inc. (formerly Bio-Technology General Corp.), Gynex Pharmaceuticals, Inc., and Unimed Pharmaceuticals, Inc. Mr. Holubow is currently serving as a Tecogen director and serves as the member of our Audit Committee.
Our board has determined that, based on Mr. Holubow’s significant experience on boards of directors (including audit committees) of public companies, his experience with investment advisors and his relationships in the investment community,
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and his experience with investment analysis and expertise relating to financial and accounting matters, he is qualified to be a member of the board.
There are no arrangements or understandings between any of our directors or executive officers and any other individuals regarding his or her selection as a director. There are no family relationships between any current executive officer, director, or director nominee.
There are no material proceedings to which any of our directors, officers or affiliates, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, affiliate or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.
Biographical Information Regarding Our Named Executive Officers
Abinand Rangesh was appointed as our Chief Executive Officer on January 30, 2023, having previously served as our Chief Financial Officer since June 16, 2021. For more information regarding Dr. Rangesh, please see his biographical information under "Directors," above.
Robert A. Panora, age 64, has been the Company'sour Chief Operating Officer and President since the organization of the CompanyTecogen in 2000. In August of 2015, Mr. Panora began serving as Director of Operations of American DG Energy and continued to serve as Director of Operations until the completion of the ADGE Merger. On March 29, 2018, Mr. Panora was appointed as the sole director of ADGE. Before this role, since 1990, he had been General Manager of the Company’s Product Group while a division of Thermo Electron Corporation and Manager of Product Development, Engineering Manager, and Operations Manager since 1984. Over his 31-year tenure with the CompanyTecogen and its predecessors, Mr. Panora has been responsible for sales and marketing, engineering, service, and manufacturing. Mr. Panora contributed to the development of Tecogen’s first product, the CM-60 cogeneration system,product, and was Program Manager for the cogeneration and chiller projects that followed. Mr. Panora has had considerable influence on many aspects of the business, from building the employee team, to conceptualizing product designs and authoring many of the original business documents, sales tools, and product literature pieces. Mr. Panora has a B.S. and M.S. in Chemical Engineering from Tufts University.
Each executive officer is elected or appointed by, and serves at the discretion of, our Board. The electedboard. Our executive officers of the Company will hold office until their successors are duly elected and qualified,appointed, or until their earlier resignation or removal.
set forth in the table set forth above.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 15, 2019,21, 2023, certain information with respect to the beneficial ownership of Tecogen's outstanding shares of common stock by (1) anyeach person (including any “group” as set forth in Section 13(d)(3) of the Securities Exchange Act)Act of 1934 ("Exchange Act") known by us to be the beneficial owner of more than five percent (5%) of any class of Tecogen's voting securities,common stock, (2) each director and director nominee, (3) each of the named executive officersofficer, and (4) all of our current directors and named executive officers as a group. The percentages in the following table are based on 24,839,65624,850,261 shares of common stock issued and outstanding as of April 15, 2019.21, 2023.
Name and address of beneficial owner(1) | Number of Shares Beneficially Owned(2) | % of Shares Beneficially Owned | |||
| 5% Stockholders: | |||||
George N. Hatsopoulos and Mrs. Daphne Hatsopoulos(3) | 2,744,385 | 11.04 | % | ||
John N. Hatsopoulos(4) | 2,322,596 | 9.35 | % | ||
The Hatsopoulos 2012 Family Trust(5) | 2,250,000 | 9.06 | % | ||
The John N. Hatsopoulos 1989 Family Trust(6) | 1,620,664 | 6.52 | % | ||
Tryfon Natsis and Despina Pantopoulou Natsis(7) | 1,616,673 | 6.51 | % | ||
| Directors (& Nominees) & Officers: | |||||
John N. Hatsopoulos(4) | 2,322,596 | 9.35 | % | ||
Benjamin Locke(8) | 290,218 | 1.2 | % | ||
Robert Panora(9) | 276,573 | 1.1 | % | ||
Charles T. Maxwell(10) | 249,590 | 1.1 | % | ||
Keith Davidson(11) | 84,044 | *% | |||
Angelina M. Galiteva(12) | 75,000 | *% | |||
Ahmed Ghoniem(13) | 62,723 | *% | |||
Bonnie Brown(14) | 25,962 | *% | |||
Deanna Petersen(15) | 9,200 | *% | |||
Earl R. Lewis III(16) | — | ||||
Laurence Garcia Roosevelt(16) | — | ||||
| All executive officers and directors as a group (11 persons) | 3,395,906 | 13.3 | % | ||
Name and address of beneficial owner (1) | Amount (2) | Percent of Class | ||||||||||||
| Holders of Common Stock of 5% or More | ||||||||||||||
Ann Marie Pacheco, as Trustee (3) | 3,699,624 | 14.89 | % | |||||||||||
Daphne Hatsopoulos (4) | 2,740,065 | 11.03 | % | |||||||||||
| Joseph Comeau, as Trustee (5) | 2,260,855 | 9.10 | % | |||||||||||
Tryfon Natsis and Despina Natsis(6) | 1,616,673 | 6.51 | % | |||||||||||
| 10,317,217 | 41.53 | % | ||||||||||||
| Directors and Named Executive Officers: | ||||||||||||||
Benjamin M. Locke (7) | 592,718 | 2.3 | % | |||||||||||
Earl R Lewis (8) | 543,183 | 2.2 | % | |||||||||||
John N. Hatsopoulos (9) | 458,255 | 1.8 | % | |||||||||||
John K. Whiting, IV (10) | 198,136 | *% | ||||||||||||
Robert A. Panora (11) | 112,723 | *% | ||||||||||||
Angelina M. Galiteva (12) | 110,000 | *% | ||||||||||||
Abinand Rangesh (13) | 102,800 | *% | ||||||||||||
Ahmed F. Ghoniem (14) | 72,723 | *% | ||||||||||||
Fred Holubow (15) | 60,000 | *% | ||||||||||||
John M. Albertine (16) | — | *% | ||||||||||||
| All Directors and Named Executive Officers as a group (10 persons) | 2,250,538 | 8.6 | % | |||||||||||
* representsRepresents less than 1%
(1)Except as set forth below, the address of the individual or entity listed in the table above is: c/o Tecogen Inc., 45 First Avenue, Waltham, Massachusetts, 02451. |
(2)Unless otherwise noted in these footnotes, beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act and is generally based on voting powers and/or investment powers with respect to securities. Unless otherwise noted, all shares of common stock listed above are owned of record by each individual or entity named as beneficial owner and such individual or entity has sole voting and dispositive power with respect to the shares of common stock owned by each of them. Such person or entity's percentage of ownership is determined by assuming that any options or convertible securities held by such person or entity which are exercisable within 60 days from the date hereof have been exercised or converted as the case may be.
(4)Includes: (a) 150,440 shares of common stock held directly by Mrs. Daphne Hatsopoulos, (b) 1,812,468 shares of held by the George Hatsopoulos Marital Trust, of which Mrs. Hatsopoulos is a trustee, (c) 320,179 shares of common stock held by the 1994 Hatsopoulos family trust for the benefit of Nicolas Hatsopoulos, of which Mrs. Hatsopoulos is a trustee, and (d) 456,978 shares held by the 1994 Hatsopoulos Family Trust for the benefit of Marina Hatsopoulos, of which Mrs. Hatsopoulos is a trustee.
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(5) Includes: (a) 2,250,000 shares of common stock held by The Hatsopoulos 2012 Family Trust, of which Mr. Joseph Comeau is the sole trustee, and (b) 10,855 shares of common stock held by the George Hatsopoulos 2010 Trust of which Mr. Comeau is the sole trustee. The address for Mr. Comeau is Oliver St. Tower, 125 High Street, Boston, MA 02110.
(6) Based solely on a Schedule 13D filed by Tryfon Natsis and Despina Pantopoulos Natsis on February 1, 2017. The address for Mr. and Mrs. Natsis is 36 Chemin Du Milieu, Collonge-Bellerive, Geneva, Switzerland 1245.
(7) Includes: (a) 5,918 shares of common stock; and (b) 586,800 shares underlying options to purchase shares of common stock. Does not include 220,000 shares underlying options that are not currently exercisable.
(8) Includes: (a) 483,183 shares of common stock, and (b) 60,000 shares of underlying options to purchase shares of common stock. Does not include 90,000 shares underlying options of common stock that are not currently exercisable.
(9) Includes: (a) 155,351 shares of common stock held by Mr. John N. Hatsopoulos; (b) 258,631 shares held by Mr. Hatsopoulos and Mrs. Patricia Hatsopoulos; (c) 28,225 shares of common stock held by Mrs. Hatsopoulos; (d) 3,325 shares of common stock held in an individual retirement account for Mrs. Hatsopoulos; (5) 44,012 shares held in Pat Ltd., a joint account maintained by Mr. Hatsopoulos and Mrs. Hatsopoulos; (6) 28,225 shares of common stock held by Mrs. Hatsopoulos; and (7)(e) options to purchase 12,723 shares of common stock held directly by Mr. Hatsopoulos. Does not include the following shares with respect to which Mr. Hatsopoulos disclaims beneficial ownership: (1) 808,339(a) shares of Commoncommon stock held in The John N. Hatsopoulos 1989 Family Trust for the benefit of Nia Maria Hatsopoulos Jephson, of which Mrs. Ann Marie Pacheco is the sole trustee, (2) 812,325(b) shares of common stock held in The John N.the Nia M. Hatsopoulos 1989 FamilyJephson 2011 Irrevocable Trust, for the benefit of Alexander J. Hatsopoulos, or which Ms. Ann MarieMrs. Pacheco is the sole trustee, and (3) 579,749(c) shares of common stock held in The John N. Hatsopoulos Family Trust 2007, of which Mr. Yiannis Monovoukas is the sole trustee. Mrs. Pacheco provides administrative services for Mr. Hatsopoulos.
(10) Includes: (a) 636 shares of Common Stock held by Mr. John K. Whiting, IV, and (b) options to purchase 197,500 shares of common stock. Does not include 165,000 shares underlying options that are not currently exercisable. (11) Represents 112,723 shares underlying options to purchase shares of common stock. Does not include 152,500 shares underlying options that are not currently exercisable. (12) Includes: (a) 50,000 shares of common stock held by Ms. Angelina Galiteva, and (b) options to purchase 60,000 shares of common stock. Does not include 90,000 shares underlying options that are not currently exercisable. (13) Includes: (a) 7,800 shares of common stock; and (b) 95,000 shares underlying options to purchase shares of common stock. Does not include 35,000 shares underlying options that are not currently exercisable. (14) Represents 72,723 shares underlying options to purchase shares of common stock. Does not include 90,000 shares underlying options that are not currently exercisable. (15) Represents 60,000 shares underlying options to purchase shares of common stock. Does not include 90,000 shares underlying options that are not currently exercisable. (16) Represents 0 shares underlying options to purchase shares of common stock. Does not include 100,000 shares underlying options that are not currently exercisable. - 9 - |
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2018,2022, regarding Common Stockshares of common stock that may be issued under the Company’s 2006 Stock Incentive Plan, as amended, orand the 2022 Stock Incentive Plan.
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in second column) | ||||||||||||||||
| Equity compensation plans approved by security holders | 1,292,589 | $ | 3.52 | 1,990,980 | Equity compensation plans approved by security holders | 3,204,297 | $ | 1.61 | 3,749,393 | ||||||||||||
| Equity compensation plans not approved by security holders | — | — | — | Equity compensation plans not approved by security holders | — | — | — | ||||||||||||||
| Total | 1,292,589 | $ | 3.52 | 1,990,980 | Total | 3,204,297 | $ | 1.61 | 3,749,393 | ||||||||||||
The 2006 Stock Incentive Plan isand 2022 Stock Incentive Plan are intended to provide incentives to Company officers, directors, employees, and consultants by providing such individuals with opportunities to purchase stock in the Company pursuant to options granted which do not qualify as “Incentive Stock Options,” or “ISO” or “ISOs,” under Section 422(b) of the Internal Revenue Code of 1986, as amended, or the “Code;” such options being an “NSO” or “NSOs”.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities,our Common Stock ("10% holders"), to file reports of ownership and changes in ownership of equity securities of the Company with the SEC and the NASDAQ. Officers, directors, and greater-than-ten-percent stockholders are required by the SEC's regulations to furnish the Company with copies of all Section 16(a) forms that they file.
2021, we were subject to the reporting requirements under Section 15(d) of the Exchange Act, and accordingly, our executive officers, directors, and 10% holders were not subject to the reporting requirements under Section 16(a).
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CORPORATE GOVERNANCE
The Board of Directors
The number of directors of the Company is established by resolution of the Board of Directors in accordance with the Company's By-laws. The directors are elected to serve for one year terms, withuntil the term of directors expiring each year at thenext succeeding annual meeting of stockholders or until the election and qualification of a successor or such director’s earlier death, resignation or removal.
The Company's Certificate of Incorporation and By-laws provide that the authorized number of directors may be established by resolution of the Board, and also provide that directors may be removed only for cause and only by the affirmative vote of the holders of at least two thirds of the votes that all stockholders would be entitled to cast in an annual election of directors, and that any vacancy on the Board, including a vacancy resulting from an increase in the number of Directors, may be filled only by vote of a majority of our directors then in office.
Members of the Board discussed various business matters informally on numerous occasions throughout the year. There were three formal board meetings during 2018.2022 and the Board of Directors handled certain matters by written consent on three occasions. All current directors attended all Board meetings, except for Mr. Charlie Maxwell and Mr. Keith Davidson who missed one formal meeting, and Mr. Ahmed Ghoniem who missed two formal meetings. Independent directors endeavor to meet on a regular basis as often as necessary to fulfill their responsibilities, including at least twice annually in executive sessions without the presence of non-independent directors and management.
Board Leadership Structure and Role in Risk Oversight
The Company separates the roles of Chief Executive Officer and Chairperson in recognition of the differences between the two roles. Our Chief Executive Officer is responsible for setting the strategic direction for the Company and the overall leadership and performance of the Company. Our Chairperson provides guidance to the Chief Executive Officer, sets the agenda for Board meetings, presides over meetings of the full Board and leads all executive meetings of the independent directors. We are a small company with a small management team, and we feel the separation of these roles enhances high-level attention to our business. Our Board has no lead independent director.
Our Board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and discusses policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Nominating and Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors, and corporate governance.
Committees of the Board of Directors
Our Board directs the management of our business and affairs and conducts its business through meetings of the Board and the following standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee.
Audit Committee. The Audit Committee is presently composed of three members of the Board: Mr. Charles T. Maxwell (Chairman), Ms. Angelina M. Galiteva (Chair), Mr. Fred Holubow and Ms. Deanna Petersen.Dr. John Albertine. The Audit Committee assists the Board in the oversight of the audit of the Company’s financial statements and the quality and integrity of its accounting, auditing and financial reporting processes. The Audit Committee also has the responsibility of reviewing the qualifications, independence and performance of the Company’s independent registered public accounting firm and is responsible for the appointment, retention, oversight and, where appropriate, termination of the independent registered public accounting firm. During fiscal year 2018,2022, the Audit Committee held four meetings. The Board has determined that each of the members of the Audit Committee meets the criteria for independence under the applicable listing standards of NASDAQ, Section 10A-3 of the Exchange Act,OCTQX, and that Mr. MaxwellMs. Galiteva also qualifies as an “audit committee financial expert,” as defined by the rules adopted by the SEC. The Board has adopted a written charter for the Audit Committee, which is reviewed annually by the Audit Committee. The current Audit Committee Charter is available on the Company’s web site, http://investors.tecogen.com/audit-committee-charter.
Compensation Committee. The Compensation Committee is presently composed of twothree members of the Board: Mr. Earl Lewis (Chair), Ms. Angelina M. Galiteva, (Chairwoman) and Ms. Deanna Petersen.Dr. Ahmed Ghoniem. The principal functions of the Compensation Committee are reviewing with management cash and other compensation policies for employees, making recommendations to the Board regarding compensation matters and determining compensation for the Executive Officers. Our Chief Executive Officers haveOfficer has been instrumental in the design and recommendation to the Compensation Committee of compensation plans and awards for our directors and executive officers including our President and Chief Operating Officer, Chief Financial Officer, and Chief Accounting Officer.General Counsel. All compensation
decisions for the Chief Executive OfficersOfficer and all other executive officers are reviewed and
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approved by the Compensation Committee and can be subject to ratification by the Board of Directors. The Compensation Committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the Compensation Committee. In 2018,2022, no compensation consultant was engaged for employee or executive compensation. During fiscal year 2018,2022, the Compensation Committee held nodid not hold a formal meetings.meeting. The Board has determined that each of the members of the Compensation Committee meets the criteria for independence under the applicable NASDAQOTCQX listing standards. The current Compensation Committee Charter is available on the Company’s web site at http://investors.tecogen.com/compensation-committee-charter.
Nominating and Governance Committee. The Nominating and Governance Committee is presently composed of three membersone member of the Board: Mr. Dr. Ahmed F. Ghoniem, (Chairman), Mr. Charles T. Maxwell and Ms. Deanna Petersen, each of whom who is an independent director as independence is defined by the NASDAQOTCQX rules and regulations. The Nominating and Governance Committee functions are to identify persons qualified to serve as members of the Board, to recommend to the Board of Directors persons to be nominated by the Board for election as directors at the annual meeting of stockholders and persons to be elected by the Board to fill any vacancies and recommend to the Board persons to be appointed to each of its committees. Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of our Board. However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge about issues affecting the Company, experience on other boards of directors, preferably public company boards, and time available for meetings and consultation on Company matters. In addition, the Nominating and Governance Committee is responsible for developing and recommending to the Board a set of corporate governance guidelines applicable to the Company (as well as reviewing and reassessing the adequacy of such guidelines as it deems appropriate from time to time) and overseeing the annual self-evaluation of the Board. The committee held notwo formal meetings in 2018.2022. The charter of the Nominating and Governance Committee is available on the Company’s website at http://investors.tecogen.com/nominating-and-governance-committee-charter.
Nominations and Proposals of Stockholders
The Company’s Nominating and Governance Committee identifies new director candidates through recommendations from members of the Committee, other Board members and executive officers of the Company and will consider candidates who are recommended by security holders, as described below. Although the Board does not have a formal diversity policy, the Committee and the Board will consider such factors as it deems appropriate to assist in developing a Board and committees that are diverse in nature and comprised of experienced and seasoned advisors. These factors focus on skills, expertise or background and may include decision-making ability, judgment, personal integrity and reputation, experience with businesses and other organizations of comparable size, experience as an executive with a publicly traded company, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.
A stockholder who, in accordance with Rule 14a-8, under the Securities Exchange Act of 1934, as amended, or the Exchange Act, wants to present a proposal for inclusion in the Company's 2019 Proxy Statement and proxy card relating to the 2019 Annual Meeting2023 annual meeting of Stockholdersstockholders must submit the proposal not less than 120 days before the date the company's proxy statement was released to stockholders in connection with the 2024 annual meeting, or by December 20, 2018.22, 2023. In order for the proposal to be included in the Proxy Statement, the stockholder submitting the proposal must meet certain stock ownership and other eligibility standards and comply with certain regulationsrules established by the SEC.
Stockholders who wish to present a business proposal or nominate persons for election as directors at the Company's 20202024 Annual Meeting of Stockholders must provide a notice of the business proposal or nomination in accordance with Section 1.11 of our By-laws, in the case of business proposals, or Section 1.10 of our By-laws, in the case of director nominations. In order to be properly brought before the 20202024 Annual Meeting of Stockholders, Sections 1.10 and 1.11 of our By-laws require that a notice of the business proposal the stockholder wishes to present (other than a matter brought pursuant to Rule 14a-8), or the person or persons the stockholder wishes to nominate as a director, must be received at our principal executive office not less than 90 days, and not more than 120 days, prior to the first anniversary of the Company's prior year's annual meeting. Therefore, any notice intended to be given by a stockholder with respect to the Company's 20202024 Annual Meeting of Stockholders pursuant to our By-laws must be received at our principal executive office no earlier than February 6, 20195, 2024 and no later than March 8, 2019.5, 2024. However, if the date of our 20192024 Annual Meeting of Stockholders occurs more than 20 days before or 60 days after June 6, 2019,2024, the anniversary of the 20182023 Annual Meeting of Stockholders, a stockholder notice will be timely if it is received at our principal executive office by the later of (1) the 120th day prior to such annual meeting or (2) the close of business on the tenth day following the day on which public disclosure of the date of the meeting was made. To be in proper form, a stockholder's notice must include the specified information concerning the stockholder and the business proposal or nominee, as described in Sections 1.10 and 1.11 of our By-laws.
All proposals must be mailed to the Company's principal executive office, at the address stated herein, and should be directed to the attention of the Secretary of the Company.
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The Nominating and Corporate Governance Committee will evaluate new director candidates in view of the criteria described above, as well as other factors the Committee deems to be relevant, through reviews of biographical and other information, input from others, including members of the Board and executive officers of the Company, and personal discussions with the candidate when warranted by the results of these other assessments. The Committee will evaluate any director candidates recommended by security holders under the same process. In determining whether to recommend to the Board the nomination of a director who is a member of the Board, the Committee will review the Board performance of such director and solicit feedback about the director from other Board members.
Code of Conduct and Ethics
The Company has adopted a code of business conduct and ethics that applies to the Company’s directors, officers and employees. The Company’s code of business conduct and ethics is intended to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of violations of the code of business conduct and ethics to an appropriate person or persons identified in the code of business conduct and ethics; and accountability for adherence to the code of business conduct and ethics. The Company’s code of business conduct and ethics is available on the Company’s website at http://ir.tecogen.com/governance-docs. A printed copy of the Company's code of business conduct and ethics is also available free of charge to any person who requests a copy by writing to our Secretary, Tecogen Inc., 45 First Avenue, Waltham, MA 02451.
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REPORT OF THE AUDIT COMMITTEE
The information contained in this Proxy Statement with respect to the Audit Committee Report and charter and the independence of the members of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the “Securities Act”, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.
The Company has an Audit Committee that is comprised of independent Directors. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Company’s management is responsible for the Company’s internal controls, disclosure controls and financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.
In the performance of the Audit Committee’s oversight function, we have reviewed and discussed with management the Company’s audited consolidated financial consolidated statements of the Company for the fiscal year ended December 31, 20182022 and management’s assessment of the effectiveness of the Company’s internal control over financial reporting. We have also discussed with the Company’s independent registered public accounting firm the matters requiring discussion pursuant to Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees) and as adopted by the Public Company Accounting Oversight Board in Rule 3200TAuditing Standard 1301 and such other matters as we have deemed to be appropriate. We have also discussed with the Company’s independent registered public accounting firm matters relating to its independence and have received the written disclosures and letter from it required by the applicable requirements of the Public Company Accounting Oversight Board.
On the basis of the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the year ended December 31, 20182022 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182022 for filing with the Securities and Exchange Commission.
By the Members of the Audit Committee,
Ms. Angelina Galiteva, its Chair
Mr. Fred Holubow
Dr. John M. Galiteva
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COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth information regarding annual and long-term compensation with respect to the fiscal years ended December 31, 20182022 and 2017,2021, paid or accrued by the Company to or on behalf of those persons who were, during the fiscal yearyears ended December 31, 2018,2020 or December 31, 2022, the Company's Chief Executive Officer, Chief AccountingFinancial Officer and the Company's most highly compensated named executive officers serving as such as of December 31, 20182022 whose compensation was in excess of $100,000 (the "Named("Named Executive Officers").
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($)(1) | All other compensation ($) | Total ($) | ||||||
| John N. Hatsopoulos | 2018 | 1 | — | — | — | — | 1 | ||||||
| Co-Chief Executive Officer until March 29, 2018 | 2017 | 1 | — | — | — | — | 1 | ||||||
| (Principal Executive Officer) | |||||||||||||
Benjamin M. Locke (2) | 2018 | 210,000 | — | — | 204,400 | 414,400 | |||||||
| Chief Executive Officer | 2017 | 210,000 | — | — | — | 630 | 210,630 | ||||||
| (Principal Executive Officer) | |||||||||||||
Robert A. Panora (3) | 2018 | 200,000 | — | — | — | 648 | 200,648 | ||||||
| Chief Operating Officer and President | 2017 | 200,000 | 50,000 | — | — | 2,772 | 252,772 | ||||||
Bonnie J. Brown(4) | 2018 | 180,000 | — | — | 53,840 | — | 233,840 | ||||||
| Chief Accounting Officer, Treasurer and Secretary | 2017 | 110,769 | — | — | — | — | 110,769 | ||||||
| (Principal Financial Officer) | |||||||||||||
David A. Garrison(4) | 2018 | — | — | — | — | — | |||||||
| Former Chief Financial Officer, Treasurer and Secretary | 2017 | 93,201 | — | — | — | — | 93,201 | ||||||
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) (1) | All other compensation ($) (7) | Total ($) | ||||||||||||||||
| Benjamin M. Locke | 2022 | 210,000 | — | — | 29,330 | 1,806 | 241,136 | ||||||||||||||||
| Former Chief Executive Officer | 2021 | 210,000 | 35,000 | — | — | 1,021 | 246,021 | ||||||||||||||||
(Former Principal Executive Officer) (2) | |||||||||||||||||||||||
| Abinand Rangesh | 2022 | 167,500 | — | — | 29,330 | 308 | 197,138 | ||||||||||||||||
Chief Executive and Financial Officer (Principal Executive and Financial Officer) and Treasurer (3) | 2021 | 158,117 | 15,000 | — | — | 308 | 173,425 | ||||||||||||||||
| Robert A. Panora | 2022 | 160,000 | — | — | 21,998 | 4,115 | 186,113 | ||||||||||||||||
Chief Operating Officer and President (4) | 2021 | 160,000 | 17,500 | — | — | 4,115 | 181,615 | ||||||||||||||||
| John K. Whiting, IV | 2022 | 164,100 | — | — | 21,998 | 2,188 | 188,286 | ||||||||||||||||
General Counsel and Secretary (5) | 2021 | 159,400 | 17,500 | — | — | 2,075 | 178,975 | ||||||||||||||||
| Joseph B. Gehret | 2022 | 179,379 | 10,000 | — | 14,665 | 2,447 | 206,491 | ||||||||||||||||
| Chief Technical Officer | 2021 | 173,120 | 30,000 | — | 32,850 | 2,346 | 238,316 | ||||||||||||||||
Jeffrey H. Glick (6) | 2022 | 215,965 | — | — | 14,665 | 1,941 | 232,571 | ||||||||||||||||
| Vice President of Sales | 2021 | 219,536 | 3,500 | — | — | 1,879 | 224,915 | ||||||||||||||||
______________________________________________________
(1)The amounts in the "Option Awards" column reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The assumptions used by us with respect to the valuation of stock and option awards are set forth in "Note 14 - Stockholders' Equity" to our Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022. (2)Mr. Locke resigned as our Chief Executive Officer on January 30, 2023. (3) On January 30, 2023 Dr. Rangesh was appointed Chief Executive Officer. Dr. Rangesh was appointed Chief Financial Officer and Treasurer on June 16, 2021. (4) Mr. Panora transitioned to a part-time role on January 11, 2020. (5) Mr. Whiting has provided services on a part-time basis since he joined us in 2018 and provided approximately 30 hours of service per week in both 2021 and 2022. (6) Includes base salary and sales commissions. (7) Premiums paid by us for disability, group term life insurance and 401k Match. |
See "Employment Contracts and Termination of Employment and Change in Control Arrangements" below for the terms of certain agreements and change-in-control provisions.
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Executive Officer Outstanding Equity Awards at Fiscal-Year End
The following table sets forth information with respect to outstanding equity awards held by Tecogen'sour executive officers as of December 31, 2018.2022.
| Option Awards | Stock awards | |||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | ||||||||||
| John N. Hatsopoulos | 12,723(1) | — | 3.93 | 5/12/2026 | — | — | ||||||||||
| Benjamin Locke | 37,500(2) | — | 3.20 | 6/3/2023 | — | — | ||||||||||
62,500 (3) | — | 4.96 | 12/17/2024 | — | — | |||||||||||
100,000(4) | — | 4.96 | 12/17/2024 | — | — | |||||||||||
9,200(5) | — | 10.33 | 11/19/2024 | — | — | |||||||||||
18,400(6) | — | 5.65 | 12/11/2024 | — | — | |||||||||||
9,200(7) | — | 5.65 | 6/10/2025 | — | — | |||||||||||
200,000(8) | 3.68 | 5/31/2028 | ||||||||||||||
| Robert A. Panora | 125,000(9) | — | 2.60 | 2/14/2021 | — | — | ||||||||||
12,723(10) | — | 0.79 | 2/12/2026 | — | — | |||||||||||
| Bonnie Brown | 9,200(11) | — | 3.15 | 9/2/2025 | — | — | ||||||||||
5,000(12) | 15,000 | 2.39 | 1/15/2028 | |||||||||||||
40,000(13) | 3.68 | 5/31/2028 | ||||||||||||||
| Option Awards | Stock awards | |||||||||||||||||||||||||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable | Equity incerntive awards; number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | ||||||||||||||||||||||||||||||||
| Benjamin M. Locke | (1) | 37,500 | — | $ | 3.20 | 6/3/2023 | — | — | ||||||||||||||||||||||||||||||
| (2) | 62,500 | — | $ | 4.96 | 12/17/2024 | — | — | |||||||||||||||||||||||||||||||
| (3) | 100,000 | — | $ | 4.96 | 12/17/2024 | — | — | |||||||||||||||||||||||||||||||
| (4) | 9,200 | — | $ | 10.33 | 11/19/2024 | — | — | |||||||||||||||||||||||||||||||
| (5) | 18,400 | — | $ | 5.65 | 12/11/2024 | — | — | |||||||||||||||||||||||||||||||
| (6) | 9,200 | — | $ | 5.65 | 6/10/2025 | — | — | |||||||||||||||||||||||||||||||
| (7) | 200,000 | — | $ | 3.68 | 5/31/2028 | — | — | |||||||||||||||||||||||||||||||
| (8) | 150,000 | 150,000 | $ | 0.74 | 7/15/2030 | — | — | |||||||||||||||||||||||||||||||
| (9) | — | 70,000 | $ | 1.10 | 1/21/2032 | — | — | |||||||||||||||||||||||||||||||
| Abinand Rangesh | (10) | 10,000 | — | $ | 3.91 | 12/12/2026 | — | — | ||||||||||||||||||||||||||||||
| (11) | 25,000 | 25,000 | $ | 0.71 | 7/9/2030 | — | — | |||||||||||||||||||||||||||||||
| (12) | — | 70,000 | $ | 1.10 | 1/21/2032 | — | — | |||||||||||||||||||||||||||||||
| Robert A. Panora | (13) | 12,723 | — | $ | 0.79 | 4/29/2026 | — | — | ||||||||||||||||||||||||||||||
| (14) | 100,000 | 100,000 | $ | 0.71 | 7/9/2030 | — | — | |||||||||||||||||||||||||||||||
| (15) | — | 52,500 | $ | 1.10 | 01/21/2032 | — | — | |||||||||||||||||||||||||||||||
| John K. Whiting, IV | (16) | 10,000 | — | $ | 2.50 | 1/16/2028 | — | — | ||||||||||||||||||||||||||||||
| (17) | 50,000 | — | $ | 3.80 | 12/11/2028 | — | — | |||||||||||||||||||||||||||||||
| (18) | 37,500 | 12,500 | $ | 3.76 | 6/11/2029 | — | — | |||||||||||||||||||||||||||||||
| (19) | 100,000 | 100,000 | $ | 0.71 | 7/9/2030 | — | — | |||||||||||||||||||||||||||||||
| (20) | — | 52,500 | $ | 1.10 | 01/21/2032 | — | — | |||||||||||||||||||||||||||||||
| Joseph B. Gehret | (21) | 3,181 | — | $ | 3.93 | 4/29/2026 | — | — | ||||||||||||||||||||||||||||||
| (22) | 25,000 | — | $ | 3.62 | 1/11/2029 | — | — | |||||||||||||||||||||||||||||||
| (23) | 12,500 | 37,500 | $ | 1.75 | 10/25/2031 | — | — | |||||||||||||||||||||||||||||||
| (24) | — | 35,000 | $ | 1.10 | 1/21/2032 | — | — | |||||||||||||||||||||||||||||||
| Jeffrey H. Glick | (25) | 7,500 | — | $ | 3.44 | 7/20/2028 | — | — | ||||||||||||||||||||||||||||||
| (26) | — | 35,000 | $ | 1.10 | 01/21/2032 | — | — | |||||||||||||||||||||||||||||||
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(3) Includes stock option award granted on December 18, 2014, with the options vesting if the Company achieveswe achieve a positive adjusted EBITDA for the year ended 2015, modified in December 2015 to provide that 25% of the options vest on December 18, 2015 and an additional 25% of the options vest on each of the subsequent three anniversaries subject to Mr. Locke's continued employment and subject to acceleration of vesting upon a change in control.
(9) Includes stock option award granted on January 21, 2022 in connection with Mr. Locke's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Locke's continued employment and subject to acceleration of vesting upon a change in control.
(10) Includes stock option award granted December 12, 2016 in connection with Dr. Rangesh's service with us, with 25% of the options vesting on February 15, 2012December 12, 2017 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Mr. Panora'sDr. Rangesh's continued employment and subject to acceleration of vesting upon a change in control.
(12) Includes stock option award granted on January 21, 2022 in connection with Dr. Rangesh's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Dr. Rangesh's continued employment and subject to acceleration of vesting upon a change in control.
(13) Includes stock option award granted on May 12, 2016 in connection with the Ilios Merger. Upon completion of the Ilios Merger all option holders of Ilios Inc. received fully vested options of the CompanyTecogen according to an exchange ratio, where every 7.86 options of Ilios Inc., were exchanged for 1 fully vested option of the Company.Tecogen.
(15) Includes stock option award granted on January 21, 2022 in connection with Ms. Brown'sMr. Panora's service with ADGE. Upon completion of ADGE Merger, all ADGE options were exchanged for fully vested optionsus, with 50% of the Company accordingoptions vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to an exchange ratio. The exchange ratio affected the numberMr. Panora's continued employment and subject to acceleration of Company options received.vesting upon a change in control.
(18) Includes stock option award granted June 11, 2019 in connection with Mr. Whiting's service with us, with 25% of the options vesting on June 11, 2020 and then an additional 25% of the options vesting on each of the subsequent
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three anniversaries, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control.
(19) Includes stock option award granted on July 9, 2020, that provides that 50% of the options vest once we achieve Adjusted EBITDA of not less than 2% of revenue for two consecutive quarters and the remaining 50% of the options vest once we have achieved Adjusted EBITDA of 3% for four consecutive quarters, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control. The initial performance target was achieved and 50% of the options vested on June 30, 2022.
(20) Includes stock option award granted on January 21, 2022 in connection with Mr. Whiting's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Whiting's continued employment and subject to acceleration of vesting upon a change in control.
(21) Includes stock option award granted April 29, 2016 in connection with Mr. Gehret's service with us, with 25% of the options vesting on April 29, 2017 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Mr. Gehret's continued employment and subject to acceleration of vesting upon a change in control.
(22) Includes stock option award granted January 11, 2019 in connection with Mr. Gehret's service with us, with 25% of the options vesting on January 11, 2020 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Mr. Gehret's continued employment and subject to acceleration of vesting upon a change in control.
(23) Includes stock option award granted October 25, 2021 in connection with Mr Gehret's service with us, with 25% of the options vesting on October 25, 2022 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Mr. Gehret's continued employment and subject to acceleration of vesting upon a change in control.
(24) Includes stock option award granted on January 21, 2022 in connection with Mr. Gehret's service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Gehret's continued employment and subject to acceleration of vesting upon a change in control.
(25) Includes stock option award granted July 20, 2018 in connection with Mr. Glick's service with us, with 25% of the options vesting on July 20, 2019 and then an additional 25% of the options vesting on each of the subsequent three anniversaries, subject to Mr. Glick's continued employment and subject to acceleration of vesting upon a change in control.
(26) Includes stock option award granted on January 21, 2022 in connection with Mr. Glick''s service with us, with 50% of the options vesting on January 21, 2023 and then 50% vesting on January 21, 2024, subject to Mr. Glick's continued employment and subject to acceleration of vesting upon a change in control.
Executive Officer Target Bonus Plan
On July 9, 2020 the Compensation Committee approved a target bonus plan that contemplated the payment of cash bonuses to our executive officers, including target bonuses of up to $50,000 for the Chief Executive Officer and target bonuses of up to $35,000 for each our Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and General Counsel. The bonus criteria include an Adjusted EBITDA performance target and individual performance goals, which are established annually by the Compensation Committee. For the fiscal year ended December 31, 2022, the Company did not achieve the Adjusted EBITDA performance target, therefore no executive bonuses were earned or accrued.
Director Compensation
We did not also one ofpay any cash compensation to our employees is entitled to receive a fee of $500 per day for service on those days thatnon-employee directors in 2021 and 2022. However, our Board and/or a committee on which such director served meets. Non-employeenon-employee directors also will beare eligible to receive stock or option awards under our equity incentive plan. We did not award any stock or option awards for service as directors in 2021. In March 2022 our Board of Directors adopted a policy for compensation of non-employee directors of the Company pursuant to which each director is awarded options to purchase shares of our common stock consisting of options to purchase 100,000 shares awarded in connection with such director's initial appointment as a member of our Board, and options to purchase 25,000 shares of our common stock upon the director's reelection or reappointment to serve an additional term as a director. Such options vest in equal installments on the first, second, third, and fourth anniversaries of the date of grant. We reimburse all of our non-employee directors for reasonable travel and other expenses incurred in attending Board and committee meetings. Any director who is also one of our employees receives no additional compensation for serving as a director.
The following table sets forthprovides information with respect to the fiscal year 2018 compensation of our directors who were not executive officers duringfor the year ended December 31, 2018:
| Name | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | All other compensation ($) | Total ($) | |||||
| Angelina M. Galiteva | 1,500 | — | — | — | 1,500 | |||||
| Keith Davidson | 1,000 | — | — | — | 1,000 | |||||
| Ahmed F. Ghoniem | 500 | — | — | — | 500 | |||||
| Charles T. Maxwell | 1,000 | — | — | — | 1,000 | |||||
| Deanna Petersen | 1,500 | — | — | — | 1,500 | |||||
| Option Awards | Stock awards | |||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | ||||||||||
Angelina M. Galiteva(1) | 25,000 | — | 2.60 | 2/14/2021 | — | — | ||||||||||
Ahmed F. Ghoniem(2) | 25,000 | — | 2.60 | 2/14/2021 | — | — | ||||||||||
Ahmed F. Ghoniem(3) | 12,723 | — | 0.79 | 5/12/2026 | — | — | ||||||||||
Charles T. Maxwell(4) | 25,000 | — | 2.60 | 2/14/2021 | — | — | ||||||||||
Keith Davidson(5) | 25,000 | — | 5.39 | 9/7/2024 | — | — | ||||||||||
Keith Davidson(6) | 50,000 | 50,000 | 4.27 | 9/2/2026 | — | — | ||||||||||
Deanna Peterson(7) | 9,200 | — | 3.48 | 4/5/2026 | — | — | ||||||||||
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directors. The compensation received by Mr. Hatsopoulos is described below under the options vesting on February 14, 2012, heading "Advisory Agreement,"and an additional 25% of the options vesting on each ofcompensation received by Dr. Rangesh is shown in the subsequent three anniversaries provided that Dr. Ghoniem continues to serve as a director or consultant to the Company."Summary Compensation Table" above.
| Name | Fees earned or paid in cash ($) | Stock Awards ($) | Option Awards ($) | Non-equity incentive compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | ||||||||||||||||
| Angelina M. Galiteva | — | — | 12,500 | — | — | — | 12,500 | ||||||||||||||||
| John Albertine | — | — | 61,000 | — | — | — | 61,000 | ||||||||||||||||
| Ahmed F. Ghoniem | — | — | 12,500 | — | — | — | 12,500 | ||||||||||||||||
| Earl R. Lewis | — | — | 12,500 | — | — | — | 12,500 | ||||||||||||||||
| Fred Holubow | — | — | 12,500 | — | — | — | 12,500 | ||||||||||||||||
Compensation Committee Interlocks and Insider Participation
During fiscal year 2018,2022, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee. None of the current members of the Compensation Committee of our Board has ever been an employee of the Company.
Employment Contracts and Termination of Employment and Change-in-Control Arrangements
The stock and option awards that would vest for each named executive officer if a change-in-control were to occur are disclosed under our Outstanding Equity Awards at Fiscal Year-End Table. Our stock and option awards contain certain change-in-control provisions. Descriptions of thosethe change-in-control provisions in our stock option awards are set forth below:
Stock Awards: Change-in-Control Definition
For the purposes of our stock awards, change-in-control shall mean (a) the acquisition in a transaction or series of transactions by a person (such term to include anyone deemed a person under Section 13(d)(3) of the Exchange Act), other than the Company or any of its subsidiaries, or any employee benefit plan or related trust of the Company or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors or (b) the sale or other disposition of all or substantially all of the assets of the Company in one transaction or series of related transactions.
Option Awards Change-in-Control Definition
For the purposes of our option awards, change-in-control shall mean merger (or reverse merger), consolidation, or other similar event or the sale or lease of all or substantially all of the Company's assets. Upon a change-in-control, while the optionee maintains a business relationship with the Company and the option has not fully vested, the option shall become exercisable for 100% of the then number of shares as to which it has not vested, such vesting to occur immediately prior to the closing of the acquisition.
Advisory Agreement with John Hatsopoulos
On January 3, 2018 the Company entered into an Advisory Agreement with John N. Hatsopoulos, a member of the Board of Directors. The Advisory Agreement provides that Mr. Hatsopoulos will resign as a member of the Board of Directors at the Company's 2018 Annual Meeting of Stockholders or June 30, 2018, whichever comes first. Pursuant to the Advisory Agreement, Mr. Hatsopoulos will remain an advisor to the Company's Board of Directors and an employee of the Company in the Company's Investors Relations Department. He will be paid a salary of $1.00 annually and receive the same benefits as other similarly situated employees as well as administrative support for the duration of the agreement. Mr. Hatsopoulos was not nominated for election as a director at the June 6, 2018 Annual Meeting of Stockholders. OnStockholders, but on February 1, 2019 Mr. Hatsopoulos was reappointed by the Company's Board of Directors to serve as a director of the Company. On July 22, 2019 the Advisory Agreement with Mr. Hatsopoulos was modified to provide that Tecogen would continue to provide the employee benefits
contemplated by the Advisory Agreement until March 29, 2024 provided that Mr. Hatsopoulos continues to provide the advisory services contemplated by the agreement.
Consulting Agreement with Benjamin Locke
On January 27, 2023 the Company entered into a Consulting Agreement with Benjamin Locke, our former Chief Executive Officer who resigned from the Company on January 30, 2023. Pursuant to the terms of the agreement, which was effective on January 30, 2023, Mr. Locke will continue to support and provide services to the Company during the transitional period following his resignation for a period of one year from the effective date. Mr. Locke will be compensated for consulting services for the initial three (3) months of the agreement at the rate of $17,500 per month and will be compensated over the remaining nine (9) months of the term of the agreement at a monthly rate of $5,833. For a period of up to nine (9) months from the effective date, Mr. Locke will also be reimbursed $2,870 per month for healthcare insurance benefits until such time that Mr. Locke is no longer a participant in our healthcare insurance benefits. The aggregate payment to Mr. Locke for the duration of the consulting agreement, including the Company benefit plan reimbursement, is approximately $131,000. Mr. Locke is not entitled to any other compensation or benefits under the consulting agreement.
PAY VERSUS PERFORMANCE
Overview
We believe our performance-based compensation philosophy for our executive officers provides incentives to achieve both short-term and long-term business objectives; aligns the interest of our executive officers and long-term stockholders; and enables us to attract, hire and retain talented individuals in a competitive marketplace. Under our pay-for-performance philosophy, a significant portion of our executive officer compensation is at-risk and tied to objective performance goals. Our annual bonuses and the majority of our equity incentive awards are based on financial operating performance against pre-defined goals.
Pay Versus Performance (1)
| Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEO'S ($) (3)(4) | Average Compensation Actually Paid to Non-PEO NEO's ($) (4)(5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (6) | Net Income (Loss) ($) (7) | ||||||||||||||||||||||||||||||||
| 2022 | 241,136 | 305,068 | 202,120 | 268,196 | 100 | (2,447,927) | ||||||||||||||||||||||||||||||||
| 2021 | 246,021 | 254,876 | 199,449 | 187,246 | 96 | 3,696,000 | ||||||||||||||||||||||||||||||||
___________
(1) This table and the following discussions includes data for the "compensation actually paid" to Benjamin M. Locke, our former principal executive officer during the year presented ("PEO"), and our other Named Executive Officers ("NEO's"), as calculated and presented in accordance with Item 402(v) of Regulation S-K. These calculated amounts incorporate the impact of changes in the price of our common stock on the value of unvested and unexercised stock options and do not necessarily reflect amounts of compensation earned by or paid to our PEO and other NEO's for the period presented.
(2) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO's total compensation for each year presented to determine the "compensation actually paid":
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PEO Compensation Actually Paid Calculation
| Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Less: Reported Change in Actuarial Present Value of Pension Benefits ($) (c) | Pension Benefit Adjustments ($) (c) | Compensation Actually Paid to PEO ($) | ||||||||||||||||||||||||||||||||
| 2022 | 241,136 | (29,330) | 93,262 | — | — | 305,068 | ||||||||||||||||||||||||||||||||
| 2021 | 246,021 | — | 8,855 | — | — | 254,876 | ||||||||||||||||||||||||||||||||
____________
(a) The grant date fair value of equity awards represents the total amounts reported in "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in the prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value: (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and, (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate the fair values, as remeasured, differ from those disclosed at the time of grant as a result of changes to the Black-Scholes model assumption inputs used to value the equity awards held by our PEO and Non-PEO's. The amounts added or deducted in calculating the equity award adjustments are as follows:
PEO Equity Award Adjustments
| Year | Year End Fair Value of Equity Awards Granted in the Applicable Year and Unvested at Year End ($) | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards ($) | Fair value as of Vesting Date of Equity Awards Granted and Vested in Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | |||||||||||||||||||||||||||||||||||||
| 2022 | 42,231 | (42,869) | — | 93,900 | — | — | 93,262 | |||||||||||||||||||||||||||||||||||||
| 2021 | — | (2,995) | — | 11,850 | — | — | 8,855 | |||||||||||||||||||||||||||||||||||||
(c) The Company does not provide any Pension or Deferred Compensation benefits to the PEO or the Non-PEO NEO's.
(3) The amounts reported in Average Summary Compensation Table for Non-PEO NEO's reflects the average of the amounts reported to the NEO's as a group (excluding the PEO, who has served as our CEO since 2018) in the "Total" column of the Summary Compensation Table for each applicable year.
(4) Our non-PEO NEO's for 2021 and 2022 were Abinand Rangesh, our Chief Executive and Financial Officer; Robert A. Panora, our Chief Operating Officer and President; John K. Whiting, IV, our General Counsel and Secretary; Joseph, B. Gehret, our Chief Technology Officer; and, Jeffrey H. Glick, our Vice President of Sales.
(5) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the NEO's as a group (excluding our PEO) for each year to determine the average "compensation actually paid" to the NEO's, using the same methodology described above in Note 2:
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Non-PEO Average Compensation Actually Paid Calculation
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEO's ($) | Less: Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($) (a) | Average Compensation Actually Paid to Non-PEO NEO's | ||||||||||||||||||||||
| 2022 | 202,120 | (2,000) | 68,076 | 268,196 | ||||||||||||||||||||||
| 2021 | 199,449 | (16,700) | 4,497 | 187,246 | ||||||||||||||||||||||
______________
(a) The amounts added or deducted in calculating the equity award adjustments are as follows:
Non-PEO Total Average Equity Award Adjustments Calculation
| Year | Average Year End fair Value of Equity Awards Granted in the Applicable Year and Unvested at Year End ($) | Year over Year Average Change in Fair Value of Outstanding Unvested Equity Awards ($) | Average Fair value as of Vesting Date of Equity Awards Granted and Vested in Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | |||||||||||||||||||||||||||||||||||||
| 2022 | 29,562 | 8,389 | — | 30,125 | 0 | — | 68,076 | |||||||||||||||||||||||||||||||||||||
| 2021 | 3,087 | (259) | — | 1,669 | 0 | — | 4,497 | |||||||||||||||||||||||||||||||||||||
(6) The amounts in the "Value of Fixed $100 Investment" column represents the total stockholder return ("TSR") of our common stock for the periods presented assuming a hypothetical $100 investment from the beginning of the earliest year in the pay-versus-performance table through the end of each applicable year in the table and assuming dividends, if any, were reinvested. The stock price performance reflected in these amounts is based on historical results and is not necessarily indicative of future stock price performance.
(7) Net Income (Loss) are as reported in our Annual Report on Form 10-K for the applicable year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Director Loan
The Company's common stock is listed on the NASDAQ stock exchange.The OTCQX Market's Best Market. The Board considers the status of its members pursuant to the independence requirements set forth in the applicable NASDAQOTCQX rules and applicable federal securities laws. Under these requirements, the Board undertakes a review at least annually of director independence. During this review, the Board considers transactions and relationships between each director or any member of his immediate family and the Company and its affiliates, if any. The purpose of this review is to determine whether any such relationship or transactions exist that are inconsistent with a determination that the director is independent. The following current directors, Ms. Galiteva, Dr. Ghoniem, Mr. Maxwell,Lewis, Mr. Davidson,Holubow, and Ms. PetersenDr. Albertine are "independent" in each case as defined in the applicable NASDAQOTCQX rules. As of December 31, 2018,2022, the members of the Compensation Committee, Audit Committee and Nominating and Governance Committee are also "independent" for purposes of Rule 10A-3 under the Exchange Act and NASDAQ listing requirements.Act. The Board bases these determinations primarily on a review of the responses of the directors and executive officers to questions regarding employment and transaction history, affiliations and family and other relationships and on discussions with the directors.
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AUDIT FEES SUMMARY
Fees billed by Wolf & Company P.C. ("Wolf") for services rendered in connection with the fiscal years ended 20182022 and 20172021 are set forth below. All fees earned by Wolf were pre-approved by the Audit Committee.
| 2018 | 2017 | 2022 | 2021 | |||||||||
| Audit fees | $244,800 | $258,900 | Audit fees | $ | 220,629 | $ | 218,301 | |||||
Audit-related fees(1) | — | 18,200 | Audit-related fees(1) | 3,000 | — | |||||||
| Tax fees | — | — | Tax fees | — | — | |||||||
| All other fees | — | — | All other fees | — | 5,750 | |||||||
| Total | $244,800 | $277,000 | Total | $ | 223,629 | $ | 224,051 | |||||
Audit Fees
Audit fees billed by Wolf for 20182022 and 20172021 consist of fees for the audit of the Company's financial statements included in the Company's fiscal year end reports for the year ended December 31, 20182022 and 20172021 and review of financial statements included in the Company's Quarterly Reports on Form 10-Q or services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
Tax Fees
There were no tax fees billed by Wolf in 20182022 and 2017.2021.
All Other Fees
There were no fees other fees in 2022 and other fees of $5,750 related to consultation services for 2018 and 2017.the Employee Retention Credit calculation in 2021.
Audit Committee's pre-approval policy and procedures
The Audit Committee’s current policy is to require all audit and permissible non-audit services provided by our independent auditors to be pre-approved by the committee. These services may include audit services, audit-related services, tax services and other services. The Audit Committee may also pre-approve particular services on a case-by-case basis.
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PROPOSALS RECOMMENDED FOR CONSIDERATION BY STOCKHOLDERS
PROPOSAL 1
ELECTION OF DIRECTORS
The Company’s By-laws provide that the number of directors shall be fixed from time to time by a vote of the majority of the Board of Directors. The Board of Directors currently consists of the following seven members as follows:members: Ms. Angelina M. Galiteva, Mr. John N. Hatsopoulos, Mr. Benjamin Locke, Mr. Charles T. Maxwell, Dr. Ahmed F. Ghoniem, Mr. Keith Davidson, and Ms. Deanna Petersen.
The Board has concluded that the nomination and election of Ms. Angelina M. Galiteva, Mr. John N. Hatsopoulos, Mr. Benjamin Locke, Mr. Ahmed F. Ghoniem, Ms. Deanna Petersen,Mr. Fred Holubow, Mr. Earl R. Lewis, Dr. John Albertine, and Ms. Laurence Elizabeth de Armada Garcia RooseveltDr. Abinand Rangesh as members of the Board is in the best interests of the Company, and recommends stockholder approval of the election of each nominee to hold office for one year until the next annual meeting of stockholders or until their successors are duly elected and qualified. Biographical information concerning the nominees can be found under “Information About Directors and Executive Officers” above.
Each of the nominees has consented to being named in this Proxy Statement and to serve his or her respective term if elected. If a nominee should for any reason become unavailable for election, the Board may nominate a substitute nominee. If you have submitted a proxy and a substitute nominee is selected, proxies may be voted with discretionary authority by the persons appointed as proxies for any substitute nominee designated by the Board. Alternatively, if the Board does not select a substitute nominee, the proxy may vote only for the remaining nominees, leaving a vacancy on the Board that may be filled at a later date by the Board in accordance with the Bylaws of the Company. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director.
The persons named in the proxy will vote FOR each such nominee, except where authority has been withheld as to the nominee.
Vote Required for Approval
The election of directors will be determined by a plurality of the votes cast by the stockholders.
The Board recommends a vote FOR each of the nominees for election to the Board of Directors of the Company.
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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF WOLF & COMPANY P.C.
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20192023
The Audit Committee has selected Wolf & Company, P.C., or “Wolf” to serve as the Company's independent registered public accounting firm in connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2019,2023, and the review of the Company's consolidated financial statements for the quarters ended March 31, 2019,2023, June 30, 2019,2023, and September 30, 2019.2023. Wolf has served as the Company's independent registered public accounting firm since September 15, 2014.
Although ratification is not required, the Board is submitting the selection of Wolf to its stockholders for ratification as a matter of good corporate practice. If the selection is not ratified by stockholders, the Audit Committee will consider the results in connection with its selection of auditors for the balance of 2019.2023. Notwithstanding the ratification of the selection, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time if it determines that such a change would be in the Company's best interest and the best interests of its stockholders.
The Audit Committee, prior to engaging Wolf, considered the qualifications of that firm, its reputation for integrity, competence in the fields of accounting and auditing, and its independence.
The Company has been informed that neither Wolf nor any of its partners have any direct financial interest or any material indirect financial interest in the Company nor have any of them had any connection during the past three years with the Company in the capacity of promoter, underwriter, voting trustee, director, officer or employee. A representative of Wolf is expected to be present at the Annual Meeting, to make a statement if so desired, and to be available to respond to appropriate questions.
Vote Required for Approval
To be approved, the ratification of the appointment of Wolf requires the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote thereon.
The Board recommends that stockholders vote FOR the ratification of the appointment of Wolf & Company P.C. as the Company's independent registered public accounting firm.
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ADDITIONAL INFORMATION
No Incorporation by Reference
In the Company’s filings with the Securities and Exchange Commission, or SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the filing. Based on SEC regulations, the “Audit Committee Report” and the “Compensation Committee Procedures,” specifically are not incorporated by reference into any other filings by the Company with the SEC. In addition, this Proxy Statement includes website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
Stockholder Communication with the Board
A stockholder that desires to communicate directly with the Board or one or more of its members concerning the affairs of the Company shall direct the communication in writing to Tecogen Inc., attention Corporate Secretary, 45 First Avenue, Waltham, Massachusetts,MA 02451. If such communication is intended for some or all of the members of the Board, the mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication”.Communication.” The Corporate Secretary has been authorized to screen commercial solicitations and materials which pose security risks, are unrelated to the business or governance of the Company or are otherwise inappropriate. All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all or individual members of the Board. The Corporate Secretary will make copies of all such letters and circulate them to the appropriate director or directors.
Householding of Proxy Statements
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report or Notice of Internet Availability of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
A number of brokers with account holders who are our stockholders may “household” our proxy materials. In that event, a single proxy statement and annual report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker and the Company's Secretary in writing at 45 First Ave, Waltham, MA 02451 or by telephone at (781) 466-6400. The Company will promptly deliver, without charge, an additional copy of any such Proxy Statement and annual report upon request. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request householding of their communications should contact their broker.
Other Proposed Action
The Board does not intend to bring any other matters before the Annual Meeting, nor does the Board know of any matters which other persons intend to bring before the Annual Meeting. If, however, other matters not mentioned in this Proxy Statement properly come before the Annual Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with the recommendation of the Board.
By Order of the Board of Directors
TECOGEN INC.
/s/ Bonnie J. BrownJohn K. Whiting, IV
Secretary of the Corporation
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