Employee Benefit Plans | 21. Employee Benefit Plans 2011 and 2021 Stock Option and Incentive Plan On May 12, 2011, the Company’s stockholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 1,000,000, plus (ii) the number of shares of common stock underlying any grants pursuant to the 2011 Plan or the Plug Power Inc. 1999 Stock Option and Incentive Plan that are forfeited, canceled, repurchased or are terminated (other than by exercise). The shares were issued pursuant to stock options, stock appreciation rights, restricted stock awards and certain other equity-based awards granted to employees, directors and consultants of the Company. No further grants may be made under the 2011 Plan after May 12, 2021. In July 2021, the 2021 Stock Option Incentive Plan (the “2021 Plan”) was approved by the Company’s stockholders. The 2021 Plan provides for the issuance of up to a maximum number of shares of common stock equal to the sum of (i) 22,500,000 shares, plus the 473,491 shares remaining under the 2011 Plan as of the effective date of that the 2021 Plan, plus (iii) shares underlying any awards under the 2021 Plan and the 2011 Plan that are forfeited, canceled, cash-settled or otherwise terminated, other than by exercise. In June 2023, the Company’s stockholders approved an increase in the number of shares of the Company’s common stock authorized for issuance under the 2021 Plan to 51,400,000. Stock-based compensation costs recognized, excluding the Company’s matching contributions of $11.0 million, $12.1 million and $9.2 million, respectively, to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were approximately $70.3 million, $150.0 million and $169.8 million for the years ended December 31, 2024, 2023 and 2022, respectively, in connection with the 2011 and 2021 Plans. The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands): Year ended December 31, 2024 December 31, 2023 December 31, 2022 Cost of sales $ 7,252 $ 11,079 $ 7,259 Research and development 8,406 9,532 6,369 Selling, general and administrative 54,683 129,387 156,127 $ 70,341 $ 149,998 $ 169,755 Option Awards The Company issues options that become exercisable based on time and/or market conditions and are classified as equity awards. Service Stock Options Awards To date, service-based stock option awards (“Service Stock Options”) granted under the 2011 and 2021 Plans have vesting provisions ranging from one Year ended December 31, 2024 December 31, 2023 December 31, 2022 Expected term of options (years) 1 5 5 5 Risk free interest rate 3.48% - 4.63% 3.40% - 4.69% 1.26% - 4.34% Volatility 85.00% - 97.82% 80.02% - 92.55% 73.38% - 85.97% There was no expected dividend yield for the Service Stock Options granted. The estimated stock price volatility is derived from the Company’s actual historic stock prices over the expected term, which represents the Company’s best estimate of expected volatility. The following table reflects the Service Stock Option activity for the year ended December 31, 2024: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding as of December 31, 2023 17,336,362 $ 11.37 7.86 $ 11,391 Options exercisable as of December 31, 2023 8,288,944 11.84 6.18 7,250 Options unvested as of December 31, 2023 9,047,418 10.94 9.39 4,141 Granted 12,227,935 2.25 — — Exercised (77,500) 13.40 — — Forfeited (3,362,649) 15.35 — — Options outstanding as of December 31, 2024 26,124,148 $ 6.62 7.74 $ 735 Options exercisable as of December 31, 2024 9,965,432 10.99 5.90 166 Options unvested as of December 31, 2024 16,158,716 $ 3.92 8.88 $ 569 The weighted average grant-date fair value of the Service Stock Options granted during the years ended December 31, 2024, 2023 and 2022 was $1.63, $4.88, and $13.39 per share, respectively. The total intrinsic fair value of Service Stock Options exercised during the years ended December 31, 2024, 2023 and 2022 was approximately $0.1 million, $5.3 million and $15.1 million. The total fair value of Service Stock Options that vested during the years ended December 31, 2024, 2023 and 2022 was $26.0 million, $33.1 million and $22.6 million, respectively. Compensation cost associated with Service Stock Options represented approximately $21.8 million, $31.5 million, and $27.5 million of the total share-based payment expense recorded for the years ended December 31, 2024, 2023 and 2022, respectively. Additionally, as of December 31, 2024 there was approximately $35.5 million of unrecognized compensation cost related to Service Stock Options to be recognized over a weighted average remaining period of 1.94 years. Market Condition Stock Option Awards The Company grants market condition stock options awards under the 2021 plan to the Chief Executive Officer and certain other executive officers. These market condition stock options awards are subject to both market conditions, tied to the achievement of stock price hurdles, and time-based vesting; therefore, a Monte Carlo Simulation was utilized to determine the grant-date fair value with the associated expense recognized over the requisite service period. Up to one 30 three-year The Company granted 2,452,500 and 500,000 market condition stock options awards on April 26, 2024 and July 31, 2024, respectively. Options that meet the market conditions will vest 1 Failure to achieve any of the stock price hurdles applicable to a market condition stock options awards during the three-year seven Key inputs and assumptions used to estimate the fair value of market condition stock options awards include the grant price of the awards, the expected option term, VWAP hurdle rates, volatility of the Company’s stock, an appropriate risk-free rate, and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The following table presents key assumptions used to estimate the fair value of the market condition stock options awards granted in 2024, 2023 and 2022: Year Ended Year Ended Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Remaining VWAP performance period (years) 3 3 3 Risk-free interest rate 4.01% - 4.57% 3.60% 3.10% Expected volatility 85.00% - 90.00% 75.00% 75.00% Closing stock price on grant date $2.41 - $2.47 $7.87 $26.38 The following table reflects the market condition stock options awards activity for the year ended December 31, 2024. Solely for the purposes of this table, the number of shares is based on participants earning the maximum number of shares underlying the market condition stock options awards (i.e., 200% of the target number of shares). Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding as of December 31, 2023 21,925,000 $ 21.32 5.27 $ — Options exercisable as of December 31, 2023 2,782,000 26.92 4.73 — Options unvested as of December 31, 2023 19,143,000 20.50 5.35 — Granted 2,952,500 2.42 — — Exercised — — — — Forfeited (12,311,500) 25.45 — — Options outstanding as of December 31, 2024 12,566,000 $ 12.83 5.07 $ — Options exercisable as of December 31, 2024 5,372,667 22.46 4.11 — Options unvested as of December 31, 2024 7,193,333 $ 5.63 5.78 $ — The weighted average grant-date fair value of market condition stock options awards granted during the years ended December 31, 2024, 2023 and 2022 was $0.49, $4.32 and $9.73, respectively. There were no market condition stock options awards exercised during the years ended December 31, 2024, 2023 and 2022. The total fair value of the market condition stock options awards that vested during the years ended December 31, 2024, 2023 and 2022 was $25.5 million, $20.8 million and $20.8 million, respectively. Compensation cost associated with market condition stock options awards represented approximately $12.9 million, $64.0 million and $95.7 million of the total share-based payment expense recorded for the years ended December 31, 2024, 2023 and 2022, respectively. Compensation costs associated with these awards are recognized as the requisite service period is rendered, regardless of when, if ever, the market condition is satisfied. Compensation cost for the year ended December 31, 2024 includes reversals due to forfeitures of unvested market condition stock options of during the first quarter of 2024. Forfeitures represent the expense related to awards for which the requisite service period was not met. The compensation expense reversals were offset by compensation costs of $25.1 million during the year ended December 31, 2024. As of December 31, 2024, there was approximately $5.9 million of unrecognized compensation cost related to market condition stock options awards to be recognized over a weighted average remaining period of 1.52 years. As of December 31, 2024, there were 2,513,333 unvested shares underlying market condition stock options awards for which the employee requisite service period has not been rendered but are expected to vest. The aggregate intrinsic value of these unvested market condition stock options awards was $0 as of December 31, 2024. The weighted average remaining contractual term of these unvested market condition stock options awards was 5.38 years as of December 31, 2024. Restricted Stock and Restricted Stock Unit Awards Restricted stock and restricted stock unit awards generally vest in equal installments over a period of one The following table reflects the restricted stock and restricted stock unit activity during the year ended December 31, 2024 (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock as of December 31, 2023 6,732,884 $ 15.66 $ 30,298 Granted 4,052,391 2.21 — Vested (2,746,700) 15.43 — Forfeited (1,288,203) 16.89 — Unvested restricted stock as of December 31, 2024 6,750,372 $ 7.44 $ 14,378 The weighted average grant-date fair value of the restricted stock and restricted stock unit awards granted during the years ended December 31, 2024, 2023 and 2022, was $2.21, $11.55, and $20.28, respectively. The total fair value of restricted stock and restricted stock unit awards that vested during the years ended December 31, 2024, 2023 and 2022 was $42.4 million, $58.2 million, and $36.7 million, respectively. The Company recorded expense associated with its restricted stock and restricted stock unit awards of approximately $35.6 million, $54.5 million, and $46.5 million during the years ended December 31, 2024, 2023 and 2022, respectively. Additionally, as of December 31, 2024 there was approximately $38.7 million of unrecognized compensation cost related to restricted stock and restricted stock unit awards to be recognized over a weighted average remaining period of 1.55 years. Included in the total unvested restricted common stock and restricted stock units as of December 31, 2024, there were 375,000 restricted common stock units outstanding with a performance target. The Company recorded expense associated with the restricted common stock units with a performance target of $2.0 million during the year ended December 31, 2024. Additionally, as of December 31, 2024 there was $1.1 million of unrecognized compensation cost related to the restricted common stock units outstanding with a performance target to be recognized over the weighted average period of 1.58 years. 401(k) Savings & Retirement Plan The Company offers a 401(k) Savings & Retirement Plan to eligible employees meeting certain age and service requirements. This plan permits participants to contribute 100% of their salary, up to the maximum allowable by the Internal Revenue Service regulations. Participants are immediately vested in their voluntary contributions plus actual earnings or less actual losses thereon. Participants are vested in the Company’s matching contribution based on years of service completed. Participants are fully vested upon completion of three years of service. During 2018, the Company began funding its matching contribution in a combination of cash and common stock. The Company issued 4,314,747, 1,473,662, and 442,056 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the years ended December 31, 2024, 2023 and 2022, respectively. The Company’s expense for this plan was approximately $11.0 million, $12.1 million, and $9.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. Non-Employee Director Compensation Each non-employee director is paid an annual retainer for his or her service, in the form of either cash or stock compensation. This annual retainer is paid in four quarterly installments. The Company granted 295,090, 59,323, and 21,886 shares of common stock to non-employee directors as compensation during the years ended December 31, 2024, 2023 and 2022, respectively. All common stock issued related to this annual retainer that is paid quarterly, is fully vested at the time of issuance and is valued at fair value on the date of issuance. The Company’s share-based compensation expense in connection with non-employee director quarterly compensation was approximately $725 thousand, $452 thousand and $390 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. |