Item 10. Directors, Executive Officers and Corporate Governance
Directors
Set
forth below is certain information regarding the directors of the Company as of April 17, 2023. The biographies of each of
the directors below contains information regarding the person’s service as a director, business experience, director positions held
currently or at any time during the last five years, and information regarding the experiences, qualifications, attributes or skills that
caused the Corporate Governance and Nominating Committee and the Board of Directors of the Company (the “Board”) to determine
that the person should serve as a director.
Class I Directors
| Andrew J. Marsh |
Age:
67
Director since 2008
Board Committee:
None
Class I Director:
Continuing in
Office until the
2024
Annual
Meeting |
Andrew
J. Marsh joined the Company as President and Chief Executive Officer in April 2008 and
has been our director since 2008. As President and Chief Executive Officer, Mr. Marsh
plans and directs all aspects of the organization’s policies and objectives, and is
focused on building a company that leverages Plug Power’s combination of technological
expertise, talented people and focus on sales growth to continue the Company’s leadership
stance in the future alternative energy economy. Mr. Marsh continues to spearhead hydrogen
fuel cell innovations, and his ability to drive revenue growth landed Plug Power on Deloitte’s
Technology Fast 500TM list in 2015 and 2016. Mr. Marsh also serves on the
board of directors of Gevo, Inc., a publicly traded renewable chemicals and advanced
biofuels company.
Previously, Mr. Marsh was a co-founder
of Valere Power, where he served as chief executive officer and board member from the company’s inception in 2001, through
its sale to Eltek ASA in 2007. Under his leadership, Valere grew into a profitable global operation with over 200 employees and $90
million in revenue derived from the sale of DC power products to the telecommunications sector. During Mr. Marsh’s tenure,
Valere Power received many awards such as the Tech Titan award as the fastest growing technology company in the Dallas Fort Worth
area and the Red Herring Top 100 Innovator Award. Prior to founding Valere, he spent almost 18 years with Lucent Bell Laboratories
in a variety of sales and technical management positions.
Mr. Marsh is a prominent voice leading
the hydrogen and fuel cell industry. Nationally, he is the Chairman of the Fuel Cell and Hydrogen Energy Association, and was a
member of the Hydrogen and Fuel Cell Technical Advisory Committee (“HTAC”) within the Department of Energy’s Hydrogen
Program, which was disbanded in January 2021. HTAC was responsible for providing advice to the Department of Energy regarding its
hydrogen and fuel cell program goals, strategies, and activities. Internationally, Mr. Marsh represents Plug Power in its role
as supporting members of the Hydrogen Council, a global initiative of leading energy, transport and industry companies with a united
vision and long-term ambition for hydrogen to foster the energy transition. Mr. Marsh holds a Master of Science in Electrical
Engineering from Duke University and a Master of Business Administration from Southern Methodist University.
We believe Mr. Marsh’s qualifications
to sit on our Board include his extensive experience with the alternative energy industry, as well as his experience in management
positions.
|
| Maureen
O. Helmer |
Age:
66
Director since 2004
Board
Committees:
Audit; Corporate Governance and Nominating
(Chair);
Regulatory Affairs
Class I Director: Continuing in
Office until the
2024
Annual
Meeting |
Maureen
O. Helmer has been a director of the Company since 2004. Ms. Helmer worked at the law
firm Barclay Damon, LLP until her retirement in 2021 as a senior member of the firm’s
energy and telecommunications Regulatory Practice Area. Prior to joining Barclay Damon, LLP,
Ms. Helmer was a member of Green & Seifter Attorneys, PLLC. From 2003 through
2006, she practiced as a partner in the law firm of Couch White, LLP and then as a solo practitioner.
Ms. Helmer has advised international energy, telecommunications and industrial companies
on policy and government affairs issues. In addition to serving as Chair of the New York
State Public Service Commission (“PSC”) from 1998 to 2003, Ms. Helmer also
served as Chair of the New York State Board on Electric Generation Siting and the Environment.
Prior to her appointment as Chair, Ms. Helmer served as Commissioner of the PSC from
1997 until 1998 and was General Counsel to PSC from 1995 through 1997. From 1984 through
1995, Ms. Helmer held several positions in the New York Legislature, including Counsel
to the Senate Energy Committee. She also served as a board member of the New York State Energy
Research and Development Authority, the New York State Environmental Board and the New York
State Disaster Preparedness Commission during her tenure as Chair of the PSC from 1996 to
2003. In addition, she was Vice Chair of the Electricity Committee of the National Association
of Regulatory Utility Commissioners (“NARUC”) and a member of the NARUC Board
of Directors. She was also appointed to serve as a member of the New York State Cyber-Security
Task Force. She formerly served as a board member of the Center for Internet Security from
2012 to 2016, the Center for Economic Growth from 2008 to 2016, and New York Women in Communications
and Energy from 1990 to 2016. Ms. Helmer earned her Bachelor of Science from the State
University at Albany and her Juris Doctorate from the University of Buffalo Law School. She
is admitted to practice law in New York.
We believe Ms. Helmer’s qualifications
to sit on our Board include her long history of experience with energy regulation, policy, and government affairs and advising energy
and industrial companies.
|
| Kavita Mahtani |
|
Age: 52
Director since 2022
Board
Committees:
Audit
Class I Director: Continuing in
Office until the
2024 Annual
Meeting
|
Kavita Mahtani is Chief Financial Officer, Americas
for London-headquartered HSBC. Based in New York, Ms. Mahtani manages a finance organization across the U.S., Canada, Mexico, and
South America. In her role, Ms. Mahtani drives growth and M&A strategy, as well as restructuring and re-engineering efforts alongside
the Chief Executive Officer. Prior to joining HSBC, Ms. Mahtani served in several leadership roles during her 13-year tenure with
Citigroup, Inc., including Managing Director – Global Head of Asset and Liability Management, Chief Financial Officer, Global
Corporate and Investment Banking, and Managing Director – Global Head of Financial Planning and Analysis, among others. Ms. Mahtani
has also held roles with Morgan Stanley and Merrill Lynch & Company, Inc. Ms. Mahtani holds a Bachelor of Science degree
in Economics from the University of Pennsylvania, The Wharton School, and a Master of Business Administration from the University of Chicago’s
Graduate School of Business.
We believe Ms. Mahtani’s qualifications
to sit on our Board include extensive experience with growth strategies, merger and acquisition implementation, and leadership. |
| Gary K. Willis |
|
Age: 77
Director since 2003
Board
Committees:
Audit;
Compensation
(Chair);
Regulatory
Affairs;
Merger & Acquisition /
Strategy
Class I Director: Continuing in
Office until the
2024 Annual
Meeting |
Gary K. Willis has been a director of the Company
since 2003. Mr. Willis previously served as the President of the Zygo Corporation (“Zygo”) from February 1992 to
1999 and the Chief Executive Officer from 1993 to 1999. Mr. Willis served as a director of Zygo from 1992 to November 2000,
including as Chairman of the board from 1998 to 2000. Mr. Willis also served as a director of Zygo from 2004 to 2014. Zygo, which
was acquired in 2014 by Ametek, Inc., was a provider of metrology, optics, optical assembly, and systems solutions to the semiconductor,
optical manufacturing, and industrial/automotive markets. Prior to joining Zygo, Mr. Willis served as the President and Chief Executive
Officer of The Foxboro Company, a manufacturer of process control instruments and systems. Mr. Willis holds a Bachelor of Science
degree in Mechanical Engineering from Worcester Polytechnic Institute.
We believe Mr. Willis’ qualifications
to sit on our Board include his extensive experience in management and director positions with similar companies, as well as his educational
background in mechanical engineering. |
Class II Directors
| Jean A. Bua |
|
Age: 64
Director since 2022
Board Committee:
Audit (Chair)
Class II Director: Continuing in
Office until the
2025 Annual
Meeting |
Jean A. Bua currently is the Executive Vice President,
Chief Financial Officer, Chief Accounting Officer and Treasurer of NetScout Systems, Inc. (NASDAQ: NTCT), a provider of real-time
operational intelligence and performance analytics for service assurance and cyber security solutions. Prior to NetScout, Ms. Bua
served as Executive Vice President, Finance & Treasurer of American Tower Corporation, an operator of wireless and broadcast
communications infrastructure, and spent nine years at Iron Mountain, Inc., an information management services company, concluding
as Senior Vice President, Chief Accounting Officer and Worldwide Controller. She also previously held senior positions at Duracraft Corp.
and Keithley Instruments and was a management consultant at Ernst & Young LLP and an auditor at KPMG LLP. She has led all global
financial operations, including M&A analysis, acquisition integration, capital market strategy, financial planning and analysis, international
tax, financial systems and compliance for high-growth, transformative public companies. Ms. Bua served as a board member and audit
committee chair for Coresite Realty until its acquisition at the end of 2021. Ms. Bua earned a Bachelor of Science in Business Administration,
summa cum laude, from Bryant College and an M.B.A. from the University of Rhode Island.
We believe Ms. Bua’s qualifications
to sit on our Board include her knowledge of acquisition strategy and implementation, global financial operations, and compliance.
|
| Gregory L. Kenausis |
|
Age: 53
Director since 2013
Board Committee:
Audit;
Compensation;
Merger &
Acquisition
/
Strategy
Class II Director: Continuing in
Office until the
2025 Annual
Meeting
|
Gregory L. Kenausis has been a director of the
Company since October 2013. Dr. Kenausis is the founding partner and since 2005 has been the Chief Investment Officer of Grand
Haven Capital AG, an investment firm, where he is the head of research and trading activity and is responsible for managing the fund’s
operations and structure. He also has worked extensively as a business consultant with a focus on business development and strategy, as
well as valuation. Dr. Kenausis earned a bachelor’s degree from Yale University and a doctoral degree from the University of
Texas at Austin.
We believe Dr. Kenausis’ qualifications
to sit on our Board include his background and senior level experience in financial investments, business development, and strategy, management
and equity capital markets.
|
| George C. McNamee |
|
Chairman
Age: 76
Director since 1997
Board Committee:
Compensation;
Regulatory
Affairs; Merger &
Acquisition /
Strategy
Class II Director: Continuing in
Office until the
2025 Annual
Meeting |
George C. McNamee serves as Chairman of the Company’s
Board of Directors and has served as such since 1997. He was previously Chairman of First Albany Companies Inc. and a Managing Partner
of FA Tech Ventures, an information and energy technology venture capital firm. As an executive and director of numerous companies, Mr. McNamee
has navigated technological change, rapid growth, crisis management, team building and strategy. As a public company director, Mr. McNamee
has led board special committees, chaired audit committees, chaired three boards and has been an active lead director. Mr. McNamee
has previously served on several public company boards, including the boards of Mechanical Technology Inc. and the Home Shopping Network.
He has been an early stage investor, director and mentor for private companies that subsequently went public including MapInfo (now Pitney
Bowes), META Group (now Gartner Group) and iRobot Corporation, where he served as a director from 1999 to 2016 and as lead director for
the last 11 of those years. In 2011, Mr. McNamee was the first history major awarded the Yale Science and Engineering Association
Distinguished Service Award. He served as a NYSE director from 1999 to 2004 and chaired its foundation. In the aftermath of the 1987 stock
market crash, he chaired the Group of Thirty Committee to reform the Clearance and Settlement System. Mr. McNamee has been active
as a director or trustee of civic organizations including The Albany Academies and Albany Medical Center, whose Finance Committee he chaired
for 12 years. He is also a director of several private companies, a Sterling Fellow of Yale University and a Trustee of The American Friends
of Eton College. He conceived and co-authored a book on the Chicago Conspiracy Trial. He received his Bachelor of Arts degree
from Yale University.
We believe Mr. McNamee’s qualifications
to sit on our Board include his experience serving on technology company boards, his background in investment banking, which has given
him broad exposure to many financing and merger and acquisition issues, and experience with the financial sector and its regulatory bodies.
|
Class III Directors
| Lucas P. Schneider |
|
Age: 54
Director since 2017
Board Committee:
Corporate
Governance and Nominating
Class III Director: Continuing in
office until the
2023 Annual
Meeting
|
Lucas P. Schneider has served as a director of
the Company since March 2017. Mr. Schneider is the Chief Executive Officer of Refraction AI, an autonomous robot delivery company.
Prior to his current role, Mr. Schneider was the Chief Operating Officer of Wejo, Ltd., a connected vehicle data marketplace
from 2019 to 2020. From 2012 until December 2018, Mr. Schneider served as the Chief Executive Officer of Silvercar, Inc.,
a vehicle mobility technology. In 2017, Silvercar was acquired by Audi AG. Prior to Silvercar, Mr. Schneider served as Chief Technology
Officer of Zipcar, a car-sharing company, continuing in the role he played at Flexcar, LLC after it was acquired by Zipcar. Earlier in
his career he also held various leadership positions with companies including Ford Motor Company, Verticalnet, Inc. and PRTM, a management
consulting subsidiary of PriceWaterhouseCoopers LLP. Mr. Schneider received a Master of Science in Industrial Administration, specializing
in Operations and Strategy from the Tepper School of Business at Carnegie Mellon University and a Bachelor of Science degree in Mechanical
Engineering from University of Texas at Austin. We believe Mr. Schneider’s qualifications to sit on our Board include his extensive
experience in helping guide companies, ranging from start-ups to large enterprises, through major business milestones including IPOs,
mergers, acquisitions, product expansions, and technology development.
|
| Jonathan M. Silver |
|
Age: 65
Director since 2018
Board Committee:
Corporate
Governance and
Nominating;
Regulatory
Affairs
Class III Director: Continuing in
Office until the
2023 Annual
Meeting |
Jonathan M. Silver has served as a director of
the Company since June 2018 Mr. Silver is a Senior Advisor at Apollo Global Management, a $550 billion asset manager. At Apollo, he Chairs
the firm’s Global Climate Council, the group which supports and guides the firm’s $50 billion investment program in sustainability-related
entities. Earlier, he was a Senior Advisor at Guggenheim Partners, a large asset manager and investment bank, where he helped expand the
firm’s activities in sustainability. From 2015 to 2019, Mr. Silver served as the Managing Partner of Tax Equity Advisors LLC, an
advisory firm managing investments in solar power projects on behalf of large corporations. From 2011 to 2018, he also served as Senior
Advisor to a number of clean energy firms, including ICF International, Inc., an energy and environmental consulting firms, NextEra Energy,
Inc., the nation’s largest renewable energy provider, and Marathon Capital, LLC, a power industry-focused investment bank. He currently
sits on the boards of National Grid (NGG: NSYE), a global utility, EG Acqusition Corporation, and Intellihot Inc., a leading player in
the tankless water heating sector. Earlier, he served on the boards of Peridot Acquisition Corp, which merged with Li-Cyle, a leader in
battery recycling, Eemax, Inc. and Sol Systems, LLC. From 1999 to 2008, Mr. Silver was the co-founder of Core Capital Partners, a venture
capital investor in battery technology, advanced manufacturing, telecommunications and software. From 1990 to 1992, he was a Managing
Director, and the Chief Operating Officer of Tiger Management, one of the country’s largest and most successful hedge funds. He
has also held senior operating positions, including chief operating officer and executive vice president, in several companies. Mr. Silver
began his career in 1982 at McKinsey and Company, a global management consulting firm, working on strategic issues for some of the nation’s
largest financial institutions and corporations. Mr. Silver has served as a senior advisor to three U.S. Cabinet Secretaries: Commerce
(1992 to 1993), Treasury (1992 to 1994) and Interior (1993 to 1995). He is on the board of Resources for the Future and has been on the
boards of the American Federation of Scientists, the Wind Energy Foundation and American Forests.
We believe Mr. Silver’s qualifications
to sit on our Board include his extensive experience with the alternative energy industry, his high-level experience in government and
in energy policy and his deep experience as an investor in and advisor to, both clean energy and clean tech companies and their investors.
|
| Kyungyeol Song |
|
Age: 50
Director since 2021
Board Committee: Merger &
Acquisition /
Strategy
Class III Director:
Continuing in
Office until the
2023 Annual
Meeting
|
Kyungyeol Song has been a director of the Company
since February 2021. Dr. Song is an Executive Vice President of SK E&S Co., Ltd. (“SK E&S”) and the
Chief Operating Officer at PassKey, Inc., a US-based energy transition business entity of SK. Prior to his current position, Dr. Song
served as the Senior Vice President in Energy Solution TF at SK Group Supex Council from February 2019 until August 2020 and
was the Head of Quantum Growth TF at SK until 2022. Dr. Song also served as the Director of the McKinsey Energy Center from February 2007
until December 2018. Dr. Song received a Ph.D. in Control and Estimation Theory, Aeronautics and Astronautics from the Massachusetts
Institute of Technology, a Master of Science in Aerospace Engineering from Seoul National University, and a Bachelor of Science degree
in Aerospace Engineering from Seoul National University.
Dr. Song was appointed to the Board by Grove
Energy Capital LLC, a stockholder of the Company, pursuant to the Investor Agreement, dated as of February 24, 2021. We believe Dr. Song’s
qualifications to sit on our Board include his extensive experience with the renewable energy industry. |
Investor Agreement
Pursuant
to the Investor Agreement described under Part III. “Item 13. Certain Relationships and Related Party Transactions, and Director
Independence,” Grove Energy Capital LLC (“Grove Energy”), a subsidiary of
SK Inc., is entitled to designate one person (the “SK Designee”) to be appointed to the Board of Directors of
the Company. Grove Energy has the right to require the Board to nominate a SK Designee for election to the Board by the stockholders
of the Company at annual stockholder meetings until the earliest of (i) the date on which Grove Energy and its affiliates beneficially
own less than 4.0% of our issued and outstanding common stock and (ii) the expiration or termination of the definitive joint venture
agreement with respect to a joint venture in Asia (the “Asia JV Agreement”).
Grove Energy selected Dr. Song
as the SK Designee and the Board of Directors appointed Dr. Song as a director of the Company on February 24, 2021.
Executive Officers
The
names and ages of all executive officers of the Company and the principal occupation and business experience for at least the last five
years for each are set forth below as of April 17, 2023.
| Executive Officers |
|
|
Age |
|
|
Position |
| Andrew J. Marsh |
|
|
67 |
|
|
President, Chief Executive Officer and Director |
| Paul B. Middleton |
|
|
55 |
|
|
Chief Financial Officer and Executive Vice President |
| Gerard L. Conway, Jr. |
|
|
58 |
|
|
General Counsel, Corporate Secretary and Executive Vice President |
| Jose Luis Crespo |
|
|
53 |
|
|
General Manager, Material Handling and Executive Vice President |
| Martin D. Hull |
|
|
55 |
|
|
Corporate Controller and Chief Accounting Officer |
| David Mindnich |
|
|
45 |
|
|
Executive Vice President of Global Manufacturing |
| Keith C. Schmid |
|
|
60 |
|
|
General Manager, New Markets and President, New Product Development |
| Sanjay K. Shrestha |
|
|
49 |
|
|
General Manager, Energy Solutions, Chief Strategy Officer, and Executive Vice President |
Andrew J. Marsh’s biographical
information can be found in “Directors” above.
Paul B. Middleton
joined the Company as Chief Financial Officer and Executive Vice President in 2014. Prior to Plug Power, Mr. Middleton worked at
Rogers Corp., a global manufacturer and distributor of specialty polymer composite materials and components, from 2001 to 2014. During
his tenure at Rogers Corp., Mr. Middleton served in many senior financial leadership roles, including Corporate Controller and Principal
Accounting Officer, Treasurer and Interim Chief Financial Officer. Prior to Rogers Corp., Mr. Middleton managed all financial administration
for the tools division of Coopers Industries from 1997 to 2001. Mr. Middleton holds a Master of Science in Accounting and a BBA from
the University of Central Florida. Additionally, he is a Certified Public Accountant.
Gerard L. Conway, Jr.
has served as General Counsel and Corporate Secretary of the Company since September 2004 and, since March 2009, has also served
as Executive Vice President of the Company. In that capacity, Mr. Conway is responsible for advising the Company on legal issues
such as corporate law, securities, contracts, strategic alliances, and intellectual property. He also serves as the Compliance Officer
for securities matters affecting the Company and has served as Vice President of Government Affairs since 2005 and, in that capacity,
he advocates on energy issues, policies, legislation, and regulations on the state, federal, national, and international levels on behalf
of the Company and the alternative energy sector. Prior to his appointment to his current position, Mr. Conway served as Associate
General Counsel and Director of Government Relations for the Company beginning in July 2000. Mr. Conway has more than 25 years
of experience in general business, corporate law, real estate matters, and government relations. Mr. Conway holds a Bachelor of Arts
degree in English and Philosophy from Colgate University and a Juris Doctorate from Boston University School of Law.
Jose Luis Crespo
joined the Company as Vice President of Business and International Sales in 2014. He was promoted to Vice President of Global Sales in
January of 2015 and in 2016 he was named General Manager for Hypulsion, the Company’s wholly owned European subsidiary. In
2022, Mr. Crespo was named General Manager of Material Handling, a position that he holds currently. Prior to joining the Company,
Mr. Crespo served as Vice President of International Value Stream at Smiths Power, a supplier of power distribution, conditioning,
protection and monitoring solutions for data centers, wireless communications and other critical or high-value electrical systems, from
2009 to 2013. Mr. Crespo holds a Master in Business Administration from the University of Phoenix and a degree in Telecommunications
Engineering from the Engineering University of Madrid, Spain.
Martin D. Hull
joined the Company as Corporate Controller and Chief Accounting Officer in April 2015. Prior to that, he was a principal and director
with the certified public accounting firm of Marvin and Company, P.C. from November 2012 to March 2015. Prior to that, Mr. Hull
was with KPMG LLP, serving as partner from October 2004 to September 2012, and has a total of 24 years of public accounting
experience. Mr. Hull holds a Bachelor of Business Administration with a concentration in Accounting from the University of Notre
Dame.
David Mindnich
joined the Company as the Executive Vice President of Global Manufacturing in 2021. Prior to joining the Company, he spearheaded operations
for Tesla’s first-ever Gigafactory in Nevada. Prior to that, he held senior manufacturing roles for global companies, including
International Game Technology and Trex Company, Inc. Mr. Mindnich holds an Master of Business Administration from the University
of Phoenix and a bachelor’s degree from Arizona State University.
Keith C. Schmid
joined the Company as Senior Vice President and Chief Operating Officer in 2013. Mr. Schmid served as President of SPS Solutions,
a power solutions and energy storage consulting firm, from 2011 to 2013. Previously, Mr. Schmid served as Chief Executive Officer
of Boston-Power Incorporated, a provider of large format lithium ion battery solutions, in 2011, and as President and Chief Executive
Officer of Power Distribution Incorporated, a power distribution and protection company, from 2007 to 2010. In addition, Mr. Schmid
held the position of General Manager, Industrial Energy Division-Americas for Exide Technologies, a multinational lead-acid batteries
manufacturing company, from 2001 to 2007. Mr. Schmid holds a Master of Science degree in Engineering and a Master in Business Administration
from the University of Wisconsin-Madison.
Sanjay K. Shrestha
joined the Company as Chief Strategy Officer and Executive Vice President in April 2019, and was appointed as General Manager, Energy Solutions in January 2021. Prior to joining
Plug Power, Mr. Shrestha served as the Chief Investment Officer of Sky Solar Holdings, which owned and operated solar projects in
Japan, Europe and the Americas, and President of Sky Capital America, which owned and operated solar projects in North and South America,
since 2015. Under his leadership, Sky Capital America built and acquired over 100MW of operating solar assets and secured a pipeline over
100MW. He also sourced various types of financing solutions to support this growth, including project debt, construction equity and long-term
equity. Before Sky Capital America, he led the renewables investment banking effort at FBR Capital Markets (now known as B. Riley Financial, Inc.)
since 2013. During 2014, and under his leadership, the firm was ranked among the top renewable energy underwriters in the United States.
Prior to joining FBR Capital Markets, Mr. Shrestha was the global head of renewables research coverage at Lazard Capital Markets.
During his tenure at Lazard Capital Markets, he was a member of the Institutional Investor All America Research team and was also ranked
as one of the top five stock pickers on a global basis. Prior to Lazard Capital Markets, Mr. Shrestha was at First Albany Capital,
where he built the firm’s renewables and industrial research practice. Mr. Shrestha serves as an independent director on the
board of directors of Fusemachines, an artificial intelligence talent and education solutions company. Mr. Shrestha received a Bachelor
of Science from The College of Saint Rose. He brings to the Company almost two decades of experience in the broader clean tech sector.
Audit Committee
The
Board has established an Audit Committee of the Board of Directors. The Audit Committee consists of Ms. Bua (Chair),
Dr. Kenausis, Mr. Willis, and Messes. Helmer and Mahtani, each of whom is an independent director as defined in Rule 5605(a)(2) under
the Marketplace Rules of the National Association of Securities Dealers, Inc. (the “Nasdaq Rules”) and the applicable
rules of the SEC.
The Board has determined that
Ms. Bua qualifies as an “audit committee financial expert” as defined in the applicable rules of the SEC. Ms. Bua’s
designation by the Board as an “audit committee financial expert” is not intended to be a representation that she is an expert
for any purpose as a result of such designation, nor is it intended to impose on her any duties, obligations, or liability greater than
the duties, obligations, or liability imposed on her as a member of the Audit Committee and the Board in the absence of such designation.
The Audit Committee, among
other matters, is responsible for (i) appointing the Company’s independent registered public accounting firm, (ii) evaluating
such independent registered public accounting firm’s qualifications, independence and performance, (iii) determining the compensation
for such independent registered public accounting firm, and (iv) pre-approving all audit and non-audit services. Additionally, the
Audit Committee is responsible for oversight of the Company’s accounting and financial reporting processes and the integrated audit
of the Company’s financial statements and internal control over financial reporting, including the work of the independent registered
public accounting firm. A more complete description of the Audit Committee’s functions is set forth in the Audit Committee’s
charter which is published on the “Investor Relations” section of the Company’s website at www.plugpower.com.
Our website is not incorporated into or a part of this Amendment No. 1.
Code of Conduct
We have adopted a code of
conduct applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions. Our code of conduct is a “code of ethics”
as defined in Item 406(b) of Regulation S-K and embodies our principles and practices relating to the ethical conduct of our business
and our long-standing commitment to honesty, fair dealing and full compliance with all laws affecting our business. In the event that
we amend or waive certain provisions of our code of conduct in a manner that requires disclosure under applicable rules, we intend to
provide such required disclosure on our website in accordance with applicable SEC and Nasdaq Rules. Our code of ethics is available on
our website at www.plugpower.com under the Investor Relations section. Our website is not incorporated into or a part of this Amendment
No. 1.
Corporate Governance Guidelines
We have adopted corporate
governance guidelines that serve as a flexible framework within which our Board of Directors and its committees operate. These guidelines
cover a number of areas including Board membership criteria and director qualifications, director responsibilities, Board structure, Board
member access to management and independent advisors, director compensation, director orientation and continuing education, evaluation
of senior management and management succession planning. A copy of our corporate governance guidelines published on our website at www.plugpower.com
under the Investor Relations section. Our website is not incorporated into or a part of this Form 10-K.
Prohibition Against Hedging and Pledging
The Company maintains an internal
Insider Trading Policy that is applicable to our employees, including our executive officers, and directors. Among other things, the policy
prohibits any director or employee of the Company (including executive officers) from (i) engaging in short sales of the Company’s
securities and from trading in puts, calls, or options in respect of the Company’s securities; (ii) buying or selling puts,
calls or other derivative securities of the Company or engaging in any other hedging transactions with respect to the Company’s
securities; (iii) purchasing any securities of the Company with money borrowed from a bank, brokerage firm or other person for the
purpose of purchasing securities or using the Company’s securities as collateral in a margin account; (iv) pledging Company
securities as collateral for a loan (or modifying an existing pledge); or (v) donating or making any other transfer of Company securities
without consideration when the donating employee, director, or executive officer is not permitted to trade, unless the donee agrees not
to sell the shares until the donating employee, director, or executive officer is permitted to sell.
Delinquent
Section 16(a) Reports
Section 16(a) of the Exchange Act requires
the Company’s officers, as defined by Section 16, directors, and persons or entities who own more than 10% of a registered
class of the Company’s equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC.
Such persons or entities are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they
file. To our knowledge, based on our review of the copies of such filings and based on written representations, we believe that all such
persons and entities complied on a timely basis with all Section 16(a) filing requirements during the fiscal year ended December 31,
2022, except that the following persons filed the following Form 4s late on the following dates:
| · | Kavita Mahtani, Maureen O. Helmer, Jean A. Bua, Gary K. Willis, Lucas P. Schneider, Jonathan M. Silver,
Johannes M. Roth, Gregory L. Kenausis, Kimberly A. Harriman and George C. McNamee each filed a Form 4 on July 15, 2022 disclosing
grants of common stock made on July 1, 2022 pursuant to the Company’s Director Compensation Plan. |
| · | Kavita Mahtani, Maureen O. Helmer, Jean A. Bua, Gary K. Willis, Lucas P. Schneider, Jonathan M. Silver,
Gregory L. Kenausis and George C. McNamee each filed a Form 4 on July 26, 2022 disclosing grants of restricted stock and options
to purchase common stock made on June 30, 2022 pursuant to the Company's Director Compensation Plan. |
| · | On December 2, 2022, the following individuals filed reports disclosing the tendering of shares to
cover tax withholding obligations in connection with the vesting of restricted stock awards (each, a “Withholding Event”):
Dirk Ole Hoefelmann filed a Form 4 disclosing a Withholding Event on February 24, 2022; Sanjay K. Shrestha filed a Form 4
disclosing Withholding Events on May 9, 2022 and September 28, 2022; Gerard L. Conway, Jr., Jose Luis Crespo, Andrew Marsh,
Paul B. Middleton and Keith Schmidt each filed a Form 4 disclosing Withholding Events on August 19, 2022 and September 28,
2022; and Martin D. Hull filed a Form 4 disclosing Withholding Events on August 19, 2022, September 22, 2022 and September 28,
2022. |
Item 11. Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion
and Analysis discusses our compensation policies and determinations that apply to our named executive officers. For 2022, our “named
executive officers,” under applicable SEC reporting requirements, are:
| | |
With Plug Power
Since: |
| Andrew J. Marsh, our President and Chief Executive Officer and a Director | |
2008 |
| Paul B. Middleton, our Chief Financial Officer and Executive Vice President | |
2014 |
| Gerard L. Conway, Jr., our General Counsel, Corporate Secretary, and Executive
Vice President | |
2000 |
| Jose Luis Crespo, our General Manager, Material Handling and Executive Vice
President | |
2014 |
| Dirk Ole Hoefelmann, our Former General Manager, Electrolyzers and Executive
Vice President | |
2021 |
| Keith Schmid, our General Manager, New Markets and President, New Product Development | |
2013 |
| Sanjay K. Shrestha, our General Manager, Energy Solutions, Chief Strategy Officer,
and Executive Vice President | |
2019 |
The following discussion should
be read together with the compensation tables and related disclosures that follow.
Executive Summary
Business and Strategic Highlights
In 2022, Plug Power continued
to position itself to become the global leader in the hydrogen ecosystem and to serve the entire ecosystem of green hydrogen products
– from generation to storage to transportation and distribution.
| 2022 Financial Highlights |
| $701M | |
$(194M) | |
|
| 2022 Net Revenue | |
2022 Gross Profit (Loss) | |
524% |
| + $199M | |
+ 6% | |
5-Year Total Stockholder Return |
| YoY Improvement | |
YoY Improvement | |
|
We also successfully executed
on important strategic growth pillars to reach significant milestones during 2022, including:
| · | Entered into an agreement with New Fortress Energy Inc. to build an industrial-scale green hydrogen plant
near Beaumont, Texas; |
| · | Entered into green hydrogen supply agreements with major corporations such as Walmart and Amazon; |
| · | Completed successful testing on a three megawatt stationary fuel cell unit with Microsoft; |
| · | Developed multiple new pedestal customer programs for the material handling market; |
| · | Commenced construction on a large scale green hydrogen generation plant at the Port of Antwerp in Belgium; |
| · | Selected site for an industrial-scale, green hydrogen production plant in Navarra, Spain; |
| · | Commenced manufacture of GenDrive fuel cells at the Company’s Vista Technology Park facility in
Slingerlands, New York; and |
| · | Developed opportunity pipeline for a number of new product platforms like liquification, hydrogen distribution,
and onsite hydrogen generation. |
Five-Year Stockholder Value Creation
Below is a line graph comparing
the percentage change in the cumulative total return of the Company’s common stock, based on the market price of the Company’s
common stock, with the total return of companies included within the NASDAQ Clean Edge Green Energy Index (“CELS Index”) and
the companies included within the Russell 2000 Index (“RUT Index”) for the period commencing December 31, 2017 and ending
December 31, 2022. The calculation of the cumulative total return assumes a $100 investment in the Company’s common stock,
the CELS Index and the RUT Index on December 31, 2017 and the reinvestment of all dividends, if any.
| Index | |
2017 | | |
2018 | | |
2019 | | |
2020 | | |
2021 | | |
2022 | |
| Plug Power Inc. | |
$ | 100.00 | | |
$ | 52.54 | | |
$ | 133.90 | | |
$ | 1,436.86 | | |
$ | 1,196.19 | | |
$ | 524.15 | |
| NASDAQ Clean Edge Green Energy Index | |
$ | 100.00 | | |
$ | 86.83 | | |
$ | 121.07 | | |
$ | 345.03 | | |
$ | 334.51 | | |
$ | 224.35 | |
| Russell 2000 Index | |
$ | 100.00 | | |
$ | 87.82 | | |
$ | 108.11 | | |
$ | 128.61 | | |
$ | 146.21 | | |
$ | 114.70 | |
| · | This graph and the accompanying text are not “soliciting material,” are not deemed filed with
the SEC, and are not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
| · | The stock price performance shown on the graph is not necessarily indicative of future price performance. |
| · | Assuming the investment of $100 on December 31, 2017 and the reinvestment of dividends. The common
stock price performance shown on the graph only reflects the change in the Company’s common stock price relative to the noted indices
and is not necessarily indicative of future price performance. |
2022 Say on Pay and Investor Feedback
Our shareholder base is represented
by approximately 66% retail investors and approximately 34% institutional investors. During 2022, we reached out to 135 of our largest
institutional investors representing approximately 68% of our institutional common stock ownership, and five institutional investors representing
approximately 25% of our institutional common stock ownership, accepted our invitation and we met with each of them.
We pay careful attention to
any feedback we receive from our stockholders about our executive compensation program. Every year we invite our stockholders to cast
an advisory vote to approve the compensation of our named executive officers. At our 2022 annual meeting, we received the support of approximately
71% of the votes cast for our “say-on-pay” advisory vote proposal. We recognize that while many investors were enthusiastic
about our wholly performance-based 2021 long-term incentive design, other investors had some reservations about the non-traditional nature
of the program. During 2022, none of the named executive officers who participated in the 2021 performance stock option program received
an annual equity award. We value the views of our stockholders and intend to maintain a compensation framework that is aligned with our
pay-for-performance compensation philosophy, aligned with the long-term interests of our stockholders and in line with sound governance
practices.
Executive Compensation Program
Our goal is to retain and
attract experienced and talented executive officers and to motivate them to achieve our short-term and long-term financial, operational
and strategic objectives that produce and promote stockholder value. To achieve this goal, we strongly emphasize a culture of pay-for-performance
to provide incentives and accountability for our executive officers in working toward the achievement of our objectives. Accordingly,
we have designed our incentive compensation programs with the goal of ensuring that actual pay varies above or below targeted compensation
opportunity based on achievement of challenging performance goals and demonstration of meaningful individual commitment and contribution.
Key elements of our compensation
programs include the following:
Compensation
Element |
|
Purpose |
|
Features |
| Base salary |
|
To attract and retain experienced and highly skilled executives. |
|
Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and peer company data.
There were no base salary increases for our named executive officers during 2022. |
Annual cash
incentive bonuses |
|
To promote and reward the achievement of key short-term strategic and business goals of the Company; to motivate and attract executives. |
|
Variable component of pay based on annual corporate quantitative and qualitative goals.
We set rigorous goals and the 2022 bonus was earned below the target level; the Compensation Committee exercised negative discretion and no bonuses were paid to our named executive officers for 2022. |
| Long-term equity incentive compensation |
|
To encourage executives and other employees to focus on long-term Company performance; to drive long-term stockholder value; to promote retention; to reward outstanding Company and individual performance. |
|
Typically subject to multi-year vesting based on performance achievement and continued service.
For 2022, only Mr. Hoefelmann received an annual equity award. |
Executive Compensation Practices
The Compensation Committee
reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive
compensation objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of
which the Compensation Committee believes reinforces our executive compensation objectives:
| |
What We Do |
|
What We Don’t Do |
|
| |
✓
Pay-for-performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation
✓
Offer market-competitive benefits for executives that are consistent with the rest of our employees
✓
Consult with an independent compensation consultant on compensation levels and practices
✓
Maintain robust stock ownership guidelines
✓
Have a clawback policy that applies to cash and equity incentive compensation
✓
Hold an annual say-on-pay vote |
|
× Allow hedging or pledging of equity
× Allow for re-pricing of stock options without stockholder
approval
× Provide excessive perquisites
× Provide supplemental executive retirement plans
× Provide any excise tax gross-ups
× Provide single-trigger severance arrangements |
|
Setting Executive Compensation
The Compensation Committee
is responsible for reviewing, and recommending to the Board for approval, the compensation of our executive officers, including our named
executive officers. The Compensation Committee is composed entirely of non-employee directors who are “independent” as that
term is defined in the applicable Nasdaq Rules. In making its recommendations regarding executive compensation, our Compensation Committee
annually reviews the performance of our executives with our Chief Executive Officer, and our Chief Executive Officer makes recommendations
to our Compensation Committee with respect to the appropriate base salary, annual incentive bonuses and performance measures, and grants
of long-term equity incentive awards for each of our executives (other than himself). The Chairman of the Compensation Committee makes
recommendations to the Compensation Committee with respect to the Chief Executive Officer’s compensation.
In setting executive base
salaries and annual cash bonuses and granting equity incentive awards, the Compensation Committee and the Board consider compensation
for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our
expectations and objectives, and our desire to motivate our executives to achieve short and long-term results that are in the best interests
of our stockholders.
Independent Compensation Consultant
For purposes of evaluating
2022 compensation for each of our named executive officers, our Compensation Committee retained FW Cook as its independent compensation
consultant. FW Cook has not performed services for the Company other than consulting services related to the compensation and benefits
of our executives and non-employee directors. FW Cook assisted the Compensation Committee in the development of a compensation peer group
and provided their market analysis of the various components of compensation for the named executive officer positions, including base
salary, annual cash bonus and equity compensation. Our Compensation Committee has analyzed whether the work of FW Cook raised any conflict
of interest, taking into account relevant factors in accordance with SEC guidelines and Nasdaq Rules. Based on its analysis, our Compensation
Committee determined that the engagement of FW Cook does not create any conflict of interest pursuant to the SEC guidelines and Nasdaq
Rules.
Peer Group Selection and Market Data
We operate in a highly specialized
niche industry - the core of our business is the hydrogen molecule and, as a hydrogen supply chain company, we must
attract and retain manufacturing and service technicians, engineers, scientists, innovators, and business leaders who have the passion
and expertise to run our business.
Developing a peer group for
the Company for compensation comparison purposes is challenging because there are few pure green hydrogen peer companies that are publicly-traded,
stand-alone, U.S.-based, and size-appropriate. Furthermore, due to the nature of our business, we also compete for executive talent with
companies outside our peer group, including public companies that are larger and more established than we are or that possess greater
resources than we do, and with smaller private companies that may be able to offer greater compensation potential. Our talent competitors
run the spectrum from market leading alternative technology companies, to deep pocketed legacy fossil fuel companies who are now embracing
hydrogen, to the next generation of ambitious startups with the potential to be green unicorns who can offer lucrative incentive compensation
packages.
In light of the foregoing,
the Compensation Committee recognizes that it is not possible to create a “perfect” compensation peer group for Plug Power,
particularly for the purpose of setting long-term equity incentive levels. However, the Compensation Committee determined that a reference
group of comparator companies would be useful for the purpose of determining overall market levels of annual cash compensation: specifically,
base salary and annual target bonus levels.
For 2022, the Compensation
Committee, in consultation with FW Cook, maintained the same comparator group of public companies that it established in the prior year.
These companies operate in similar industries and have executive compensation and financial data available in proxy statements or through
widely available compensation surveys.
| AeroVironment, Inc. |
FuelCell Energy, Inc. |
Rogers Corp. |
| Ambarella International, L.P. |
Generac Holdings Inc. |
Semtech Corp. |
| Ballard Power Systems, Inc. |
Inphi Corp. |
Silicon Laboratories, Inc. |
| Bloom Energy Corp. |
Lattice Semiconductor Corp. |
SolarEdge Technologies, Inc. |
| Brooks Automation, Inc. Solutions |
MACOM Technology Holdings, Inc. |
SunPower Corp. |
| Chart Industries, Inc. |
MaxLinear, Inc. |
Sunrun Inc. |
| Cree, Inc. |
Monolithic Power Systems, Inc. |
|
| Enphase Energy, Inc. |
Power Integrations, Inc. |
|
Based on data compiled by
FW Cook at the time of the peer group review in April 2021, our revenues and market capitalization were at the 23rd and 100th percentiles,
respectively, in relation to the peer group.
As an additional reference,
our Compensation Committee also used data from the Radford Global Technology executive compensation survey to evaluate the competitive
market generally used within the technology industry. The Compensation Committee considered only aggregated survey data for purposes of
this general market assessment and did not consider the identity of the companies comprising the survey data to be material for this purpose.
The Compensation Committee
considered each executive’s level and job performance, his or her duties and responsibilities at the Company compared to the duties
and responsibilities of executive officers in similar positions at the peer group companies and in the survey data, and other circumstances
unique to the Company, and evaluated whether the compensation elements and levels provided to our executives were generally appropriate
relative to their responsibilities at the Company and compensation elements and levels provided to their counterparts in the peer group
or within survey data.
The Compensation Committee
considered both objective and subjective criteria to evaluate Company and individual performance and the competitive landscape, which
allowed it to exercise informed judgment and not rely solely on rigid benchmarks. Accordingly, the Compensation Committee did not formulaically
tie compensation decisions to any particular percentile level of total compensation paid to executives at the peer group companies or
survey data.
Our Executive Compensation Program
Each of the primary elements
of our executive compensation is discussed in detail below and the compensation paid to our named executive officers in 2022 is discussed
under each element. In the descriptions below, we have identified particular compensation objectives that we have designed our executive
compensation programs to serve; however, we have designed our compensation programs to complement each other and to collectively serve
all of our executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that,
as a part of our overall executive compensation, each element to a greater or lesser extent serves each of our objectives.
2022 Base Salary
Base salaries have historically
represented the smallest component of each named executive officer’s total direct compensation opportunity and represent a fixed
amount paid to each executive for performing his normal duties and responsibilities. Our executives’ base salaries reflect the initial
base salaries that we negotiated with each of our executives at the time of his initial employment or promotion and subsequent adjustments
to these amounts to reflect market and merit increases, the growth and stage of development of our Company, our executives’ performance
and increased experience, changes in our executives’ roles and responsibilities, and other factors. We have a strong and united
one-team culture and named executive officers who are our Chief Executive Officer’s direct reports are viewed as equal partners
and contributors. Accordingly, for 2022, we set base salaries for named executive officers other than our Chief Executive Officer at the
same amounts. The following table sets forth the annual base salaries for our named executive officers for each of 2021 and 2022, as well
as the percentage increase year-over-year. As shown in the table below, there were no base salary increases for our named executive officers
during 2022.
| Name | |
2021
Base
Salary
($)(1) | | |
2022
Base
Salary
($)(1) | | |
Increase
(%) | |
| Andrew J. Marsh | |
| 750,000 | | |
| 750,000 | | |
| - | |
| Paul B. Middleton | |
| 400,000 | | |
| 400,000 | | |
| - | |
| Gerard L. Conway, Jr. | |
| 400,000 | | |
| 400,000 | | |
| - | |
| Jose Luis Crespo | |
| 400,000 | | |
| 400,000 | | |
| - | |
| Dirk Ole Hoefelmann | |
| 400,000 | | |
| 400,000 | | |
| - | |
| Keith Schmid | |
| 400,000 | | |
| 400,000 | | |
| - | |
| Sanjay K. Shrestha | |
| 400,000 | | |
| 400,000 | | |
| - | |
(1) Base salaries reflect the base salary
rate in effect as of year-end.
(2) Mr. Hoefelmann joined the Company
in January 2021 and his employment terminated effective April 1, 2023.
2022 Annual Cash Incentive Bonuses
Our named executive officers
are eligible to receive annual cash incentive bonuses based on a 100% performance-oriented incentive compensation program. Annual bonuses
for 2022 were based upon Company performance as measured against pre-established performance goals, including financial measures and achievement
of strategic objectives. The primary objective of the annual bonus program is to motivate and reward our executive officers for meeting
financial, operational and strategic performance goals that drive the long-term success of our business.
The Compensation Committee
determined the 2022 annual cash incentive awards for the named executive officers using the following framework:
At the beginning of the year,
the Compensation Committee established threshold, target and stretch attainment levels for each of our named executive officers based
on a percentage of his base salary. The threshold level for each performance goal is considered reasonably difficult to attain and reflects
the Compensation Committee’s expectation for baseline performance before any bonus will be paid. The target attainment level is
considered challenging to attain, and the executive would need to exceed expectations to achieve this level. The stretch attainment level
is considered exceptionally challenging for the executive to attain, and the executive would need to significantly outperform to achieve
this level. For 2022, the target annual bonus opportunity for each of our named executive officers for 2022 was 100% of base salary, with
threshold set at 65% of base salary and stretch set at 135% of base salary.
For 2022, the Compensation
Committee established the following corporate level goals for the annual bonus plan:
| Company Metric |
|
Weighting |
|
Rationale for Metric |
| Revenue |
|
30% |
|
Revenue is an important measure of topline performance. |
| |
|
|
|
|
| Gross Margin |
|
30% |
|
Gross Margin is a measure of the Company’s profitability, based on net sales less the cost of goods sold, including the cost of carrying inventory. |
| |
|
|
|
|
| Key Strategic Initiatives |
|
40% |
|
Key strategic initiatives reflect our successful execution of events
that are critical for our continued growth and long-term success. For 2022, the Compensation Committee established the following five
strategic initiatives, of which four were achieved:
X Green
Hydrogen – Commission over 70 tons per day and start construction for >130 tons per day of new green hydrogen by year end
✓ Build
bookings and agreements over $2.5 billion in 2022
✓ Identify
transformative opportunities and partnerships that can dramatically impact Plug Power
✓ Develop/mobilize
global sourcing strategy with roadmap for centers of excellence and capacity outline to deliver a five-year strategic plan
✓ Service
roadmap relating to certain pricing goals and fuel cells deployment at material handling sites |
The 2022 Company goals established
by the Compensation Committee, the relative weightings assigned to each goal at the beginning of the year, and the performance against
these goals for 2022 are set forth below.
| | |
Weight | | |
Threshold | | |
Target | | |
Stretch | | |
Actual
Performance | | |
Weighted
Performance
% | |
| Payout % | |
| | |
65% | | |
100% | | |
135% | | |
| | |
| |
| Revenue | |
| 30% | | |
| $850 million | | |
| $925 million | | |
| $965 million | | |
| $701 million | | |
| 0% | |
| Gross Margin | |
| 30% | | |
| $32 million | | |
| $50 million | | |
| $60 million | | |
| ($194 million) | | |
| 0% | |
Key Strategic
Initiatives | |
| 40% | | |
| 3 | | |
| 4 | | |
| 5 | | |
| 4 | | |
| 40% | |
Earned Payout as a Percentage
of Target: 16%
Notwithstanding the partial
achievement of the pre-determined corporate metrics, after review and discussion of the overall global market and the Company’s
actual financial performance, the Compensation Committee determined not to pay bonuses to the named executive officer for 2022.
2022 Long-Term Equity Incentive Compensation
Our named executive officers
who participated in the 2021 performance stock option program did not receive equity awards in 2022. Mr. Hoefelmann did not participate
in the 2021 performance stock option program and, in 2022, we granted long-term equity incentive awards only to Mr. Hoefelmann in
the form of 100,000 restricted shares of common stock and an option to purchase 100,000 shares of our common stock, all of which were
forfeited upon his termination of employment effective April 1, 2023
Broad-Based Benefits
All full-time employees, including
our named executive officers, are eligible to participate in our health and welfare benefit programs, including medical, dental, and vision
care coverage, disability insurance and life insurance, and our 401(k) plan on the same basis as other employees.
Currently, we do not view
perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide
perquisites to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance
of his duties, to make him more efficient and effective, and for recruitment and retention purposes.
Employment Agreements
The named executive officers
are subject to employment agreements that provide for severance benefits upon certain qualifying terminations of employment with the Company.
The Compensation Committee considers these severance benefits to be an important part of the executive compensation program and consistent
with competitive market practice. Consistent with market practices, the employment agreements do not include change in control-related
tax gross-ups. Additional information regarding the employment arrangements with each of our named executive officers, including a quantification
of benefits that would have been received by each named executive officer had his employment terminated on December 31, 2022, is
provided under “Employment Agreements” and “Potential Payments upon Termination or Change in Control” below.
Relationship of Executive Compensation to Risk
The Compensation Committee
considers whether the design of the Company’s executive compensation program encourages senior executives to engage in excessive
risk-taking. The Compensation Committee reviews the overall program design, as well as the balance between short-term and long-term compensation,
the metrics used to measure performance and the award opportunity under the Company’s incentive compensation program, and the implementation
of other administrative features designed to mitigate risk such as vesting requirements, stock ownership guidelines and our clawback policy,
each as described in this Compensation Discussion and Analysis. Based on its review, the Compensation Committee believes that the Company’s
executive compensation program is aligned to the interests of stockholders, appropriately rewards pay for performance, and does not promote
unnecessary or excessive risk.
Stock Ownership Guidelines
The Board has adopted stock
ownership guidelines for executives, including our named executive officers, and these guidelines are also considered when granting long-term
equity incentive awards to executives. The ownership guidelines provide a target level of Company equity holdings with which named executive
officers are expected to comply within five years or the date the individual is first appointed as an executive. The target stock holdings
are determined as a multiple of the named executive officer’s base salary (5x for the Chief Executive Officer and 3x for the other
named executive officers) and then converted to a fixed number of shares using a 200-day average stock price. The following shares are
included in determining compliance with the stock ownership guidelines: (i) shares owned outright by the executive or his or her
immediate family members residing in the same household; (ii) shares held in the Plug Power Inc. Savings and Retirement Plan; (iii) restricted
stock issued as part of an executive’s annual or other bonus (whether or not vested); (iv) shares acquired upon the exercise
of employee stock options; (v) shares underlying unexercised employee stock options times a factor of 33%; and (vi) shares held
in trust. The named executive officers who are required to be in compliance with the stock ownership guidelines are in compliance.
Prohibition Against Hedging and Pledging
The Company maintains an internal
Insider Trading Policy that is applicable to our employees, including our executive officers, and directors. Among other things, the policy
prohibits any director or employee of the Company (including executive officers) from (i) engaging in short sales of the Company’s
securities and from trading in puts, calls or options in respect of the Company’s securities; (ii) buying or selling puts,
calls or other derivative securities of the Company or engaging in any other hedging transactions with respect to the Company’s
securities; (iii) purchasing any securities of the Company with money borrowed from a bank, brokerage firm or other person for the
purpose of purchasing securities or using the Company’s securities as collateral in a margin account; (iv) pledging Company
securities as collateral for a loan (or modifying an existing pledge); or (v) donating or making any other transfer of Company securities
without consideration when the donating employee, director, or executive officer is not permitted to trade, unless the donee agrees not
to sell the shares until the donating employee, director, or executive officer is permitted to sell.
Clawback Policy
In March 2019, our Compensation
Committee and Board of Directors adopted a Policy for Recoupment of Incentive Compensation that covers incentive compensation paid to
our executive officers who are subject to the reporting requirements of Section 16 of the Exchange Act. The policy provides that
if we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement and/or
intentional misconduct by a covered executive, our Compensation Committee may require the covered executive to repay to us any excess
compensation received by the covered executive during the covered period. For purposes of this policy, excess compensation means any annual
cash bonus and long-term equity incentive compensation received by a covered executive during the three-year period preceding the publication
of the restated financial statement that the Compensation Committee determines was in excess of the amount that such covered executive
would have received had such annual cash bonus and long-term equity incentive compensation been calculated based on the financial results
reported in the restated financial statement. In light of the SEC’s adoption of final clawback rules in October 2022,
we intend to update our clawback policy to comply with applicable Nasdaq Rules when such rules become effective.
Tax and Accounting Considerations
Deductibility of Executive Compensation
The Compensation Committee
considered the deductibility of compensation for federal income tax purposes in the design of the Company’s compensation programs.
While the Company generally seeks to maintain the deductibility of the incentive compensation paid to its executive officers, the Compensation
Committee retains the flexibility necessary to provide cash and equity compensation in line with competitive practices, its compensation
philosophy and the best interests of stockholders, even if these amounts are not fully tax deductible.
Taxation of “Parachute” Payments
Sections 280G and 4999 of
the Internal Revenue Code of 1986, as amended (the “Code”), provide that executive officers and directors who hold significant
equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits
in connection with a change in control of the Company that exceed certain prescribed limits, and that the Company (or a successor) may
forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any
named executive officers, or director with a “gross- up” or other reimbursement payment for any tax liability that the executive
officer or director might owe as a result of the application of Sections 280G or 4999 of the Code.
Section 409A of the Internal Revenue Code
Section 409A of the Code
imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation”
that does not satisfy the requirements of Section 409A of the Code. Although we do not currently maintain a nonqualified deferred
compensation plan, Section 409A of the Code may apply to certain severance arrangements, bonus arrangements and equity awards. We
aim to structure all our severance arrangements, bonus arrangements and equity awards in a manner to either avoid the application of Section 409A
or, to the extent doing so is not possible, to comply with the applicable requirements of Section 409A of the Code.
Accounting for Stock-Based Compensation
We follow Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for our stock-based compensation
awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and
non-employee members of our Board, including options to purchase shares of our common stock and other stock awards, based on the grant
date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation
tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
COMPENSATION COMMITTEE REPORT
The Compensation Committee
reviews and evaluates individual named executive officers and recommends or determines the compensation for each named executive officer.
The Compensation Committee also oversees management’s decisions concerning the performance and compensation of other Company officers,
administers the Company’s incentive compensation and other stock-based plans, evaluates the effectiveness of its overall compensation
programs, including oversight of the Company’s benefit, perquisite and employee equity programs, and reviews the Company’s
management succession plans. A more complete description of the Compensation Committee’s functions is set forth in the Compensation
Committee’s charter which is published on the “Investor Relations” section of the Company’s website at www.plugpower.com.
Each member of the Compensation Committee is an independent director as defined in the Nasdaq Rules.
The Compensation Committee
has reviewed the “Compensation Discussion and Analysis” and discussed that analysis with management. Based on its review and
discussions with management, the Compensation Committee recommended to our Board of Directors that the “Compensation Discussion
and Analysis” be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022
and the Company’s proxy statement relating to the Company’s 2023 Annual Meeting of Stockholders. This report on executive
compensation is provided by the undersigned members of the Compensation Committee of the Board of Directors.
Gary K. Willis (Chair)
George C. McNamee
Gregory Kenausis
Compensation Committee Interlocks and Insider
Participation
During 2022, Messrs. Willis
(Chair), McNamee, and Kenausis served as members of the Compensation Committee. None of the members of our Compensation Committee was
an employee or officer of the Company during 2022, a former officer of the Company, or had any other relationships with us requiring disclosure
herein. None of our executive officers currently serves or has served as a director or member of the compensation committee (or other
committee serving an equivalent function) of any other entity whose executive officers served as one of our directors or a member of the
Compensation Committee.
2022 Summary Compensation Table
The following table sets forth
the total compensation awarded to, earned by and paid during the fiscal years indicated for each of our named executive officers:
Name and
Principal
Position | |
Year | | |
Salary
($) | | |
Bonus ($) | | |
Stock
Awards
($)(1) | | |
Option
Awards
($)(2) | | |
Non-Equity
Incentive Plan
Compensation
($)(3) | | |
All Other
Compensation
($) | | |
Total ($) | |
| Andrew J. Marsh | |
2022 | | |
| 750,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 16,555 | (6) | |
| 766,555 | |
| President, Chief Executive Officer and Director | |
2021
2020 | | |
| 750,000
676,442 | | |
| —
581,250 | | |
| —
7,260,000 | | |
| 50,800,000
4,178,075 | | |
| 682,500
918,750 | | |
| 15,805
15,555 | | |
| 52,248,305
13,630,072 | |
| Paul B. Middleton | |
2022 | | |
| 400,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 16,555 | (6) | |
| 416,555 | |
| Chief Financial Officer and Executive Vice President | |
2021
2020 | | |
| 392,692
387,188 | | |
| —
302,250 | | |
| —
2,640,000 | | |
| 25,400,000
1,519,300 | | |
| 364,000
477,750 | | |
| 15,805
15,555 | | |
| 26,172,497
5,342,043 | |
| Gerard L. Conway, Jr. | |
2022 | | |
| 400,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 16,555 | (6) | |
| 416,555 | |
| General Counsel, Corporate Secretary and Executive Vice President | |
2021
2020 | | |
| 363,462
345,481 | | |
| —
203,437 | | |
| —
2,310,000 | | |
| 22,860,000
1,329,388 | | |
| 364,000
321,563 | | |
| 15,743
15,429 | | |
| 23,603,205
4,525,298 | |
| Jose Luis Crespo | |
2022 | | |
| 400,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 16,555 | (6) | |
| 416,555 | |
| General Manager, Material Handling and Executive Vice President | |
2021
2020 | | |
| 400,000
227,692 | | |
| —
356,501 | | |
| —
2,310,000 | | |
| 16,510,000
1,368,150 | | |
| 364,000
563,500 | | |
| 15,805
15,026 | | |
| 17,289,805
4,840,869 | |
| Dirk Ole Hoefelmann(4) | |
2022 | | |
| 400,000 | | |
| — | | |
| 1,862,000 | | |
| 1,242,000 | | |
| — | | |
| 27,324 | (6) | |
| 3,531,324 | |
| Former General Manager, Electrolyzers and Executive Vice President | |
2021 | | |
| 386,616 | | |
| 100,000 | (5) | |
| 10,952,500 | | |
| 6,936,500 | | |
| 333,667 | | |
| 15,637 | | |
| 18,724,920 | |
| Keith Schmid | |
2022 | | |
| 400,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 16,555 | (6) | |
| 416,555 | |
| General Manager, New Markets and President, New Product Development | |
2021
2020 | | |
| 400,000
393,317 | | |
| —
310,000 | | |
| —
2,640,000 | | |
| 16,510,000
1,519,300 | | |
| 364,000
490,000 | | |
| 15,805
15,555 | | |
| 17,289,805
5,368,172 | |
| Sanjay K. Shrestha | |
2022 | | |
| 400,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 16,555 | (6) | |
| 416,555 | |
| General Manager, Energy Solutions, Chief Strategy Officer, and Executive Vice President | |
2021
2020 | | |
| 381,731
338,222 | | |
| —
290,625 | | |
| —
2,970,000 | | |
| 25,400,000
1,709,213 | | |
| 364,000
459,375 | | |
| 15,805
15,361 | | |
| 26,161,536
5,782,796 | |
| (1) | This column represents the aggregate grant date fair value of stock awards computed in accordance with
FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting.
Fair value is calculated using the closing price of Plug Power stock on the date of grant. For additional information on stock awards,
refer to Note 19 of the Company’s consolidated financial statements in the Original Form10-K. These amounts reflect the Company’s
accounting expense for these awards, excluding the impact of estimated forfeitures, and do not correspond to the actual value that will
be recognized by our named executive officers. |
| (2) | This column represents the aggregate grant date fair value of option awards computed in accordance with
FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting.
For additional information on the valuation assumptions with respect to option awards, refer to Note 19 of the Company’s consolidated
financial statements the Original Form 10-K. The values reported for the performance-based stock options awarded to Messrs. Marsh,
Middleton, Conway, Crespo, Hoefelmann, Schmid, and Shrestha in 2021 represent the grant date fair values of such performance-based stock
options assuming the probable outcome of the performance conditions based on the maximum level of achievement. |
| (3) | This column represents the amount of bonuses earned by executives
under our annual cash incentive plan. |
| (4) | Mr. Hoefelmann commenced employment with us in January 2021 and his base salary and incentive
compensation were pro-rated accordingly. His annual base salary for 2021 was $400,000. Mr. Hoefelmann’s employment with the
Company terminated effective April 1, 2023. |
| (5) | The amount reported for Mr. Hoefelmann in 2021 represents a signing bonus paid to Mr. Hoefelmann. |
| (6) | Represents the Company’s share of matching contributions in the amount of $15,250 on behalf of each
of the named executive officers to the Plug Power 401(k) savings plan as well as the Company’s share of contributions for life
insurance premiums in the amount of $1,305 for each of the named executive officers. In addition, for Mr. Hoefelmann, there was an
one-time payment of $10,769 for accrued and unused vacation days through his termination of employment. |
Pay Ratio Disclosure
Pursuant to a mandate of the
Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the
median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”).
The PEO of our Company is Mr. Marsh.
We identified the median employee
using our employee population on December 31, 2022 (including all employees, whether employed on a full-time, part-time, seasonal
or temporary basis). We identified the median employee using the amount reported as compensation on the employee’s Form W-2
for the year ended December 31, 2021 for all individuals who were employed by us on December 31, 2022, the last day of our payroll
year (whether employed on a full-time, part-time, or seasonal basis).
Our median employee compensation
as calculated using Summary Compensation Table requirements was $61,163. Mr. Marsh’s compensation as reported in the Summary
Compensation Table was $766,555. Therefore, our Chief Executive Officer pay ratio is approximately 12.5:1.
This information is being
provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal
records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt
a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations
and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above,
as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates
and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the company used the Chief Executive
Officer pay patio measure in making compensation decisions.
Grants of Plan-Based Awards
The following table sets forth
information concerning the grants of plan-based awards to the Company’s named executive officers during the year ended December 31,
2022.
| | |
| | |
Estimated Future
Payouts Under Non-
Equity Incentive Plan
Awards(2) | | |
All Other
Stock
Awards:
Number
of
Shares of | | |
All Other
Option
Awards:
Number of
Securities | | |
Exercise
or
Base Price
of
Option | | |
Grant
Date
Fair Value
of Stock
and | |
| Name | |
Grant
Date
(1) | | |
Threshold
($) | | |
Target
($) | | |
Maximum
($) | | |
Stock or
Units
(#)(3) | | |
Underlying
Options
(#)(4) | | |
Awards
($/Share)
(5) | | |
Option
Awards
($)(6) | |
| Andrew J. Marsh | |
| — | | |
| 487,500 | | |
| 750,000 | | |
| 1,012,500 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Paul B. Middleton | |
| — | | |
| 260,000 | | |
| 400,000 | | |
| 540,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Gerard L. Conway, Jr. | |
| — | | |
| 260,000 | | |
| 400,000 | | |
| 540,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Jose Luis Crespo | |
| — | | |
| 260,000 | | |
| 400,000 | | |
| 540,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Dirk Ole Hoefelmann | |
| — | | |
| 260,000 | | |
| 400,000 | | |
| 540,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| 10/17/2022 | | |
| — | | |
| — | | |
| — | | |
| 100,000 | | |
| — | | |
| — | | |
| 1,862,000 | |
| | |
| 10/17/2022 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 100,000 | | |
| 18.62 | | |
| 1,242,000 | |
| Keith Schmid | |
| — | | |
| 260,000 | | |
| 400,000 | | |
| 540,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Sanjay K. Shrestha | |
| — | | |
| 260,000 | | |
| 400,000 | | |
| 540,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
| (1) | Each grant was approved by our Compensation Committee on the
grant date indicated. |
| (2) | The amounts reported represent the threshold, target and maximum amounts of potential cash payouts under
our annual incentive bonus program. No annual incentive bonuses were paid to the named executive officers for 2022. |
| (3) | This column shows the number of restricted shares granted in 2022 to our named executive officers. The
restrictions lapse ratably in three equal annual installments, beginning one year from the date of grant, subject to the executive’s
continued service to us through the applicable vesting date. Mr. Hoefelmann’s stock award was forfeited upon his termination
of employment. |
| (4) | This column shows the number of shares subject to time-based stock options granted in 2022 to our named
executive officers. This stock option vests and become exercisable ratably in three equal annual installments, beginning one year from
the date of grant, subject to the executive’s continued service to us through the applicable vesting date. Mr. Hoefelmann’s
option award was forfeited upon his termination of employment. |
| (5) | This column shows the per share exercise price for the stock options granted. |
| (6) | This column represents the aggregate grant date fair value of the stock awards and option awards computed
in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting. For additional information on the valuation assumptions with respect to option awards, refer to Note 19 of the
Company’s consolidated financial statements in the Original Form 10-K. These amounts reflect the Company’s accounting
expense for these awards, excluding the impact of estimated forfeitures, and do not correspond to the actual value that may be recognized
by our named executive officers. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides
information on the holdings of stock and option awards by our named executive officers as of December 31, 2022. There were no other
stock or option awards held by our named executive officers as of December 31, 2022. For additional information about the awards,
see the description of equity incentive compensation in the section titled “Compensation Discussion and Analysis.”
| | |
| |
Option Awards | | |
Stock Awards | |
| Name | |
Grant
Date | |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(2) | | |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(3) | | |
Option
Exercise
Price
($) | | |
Option
Expiration
Date | | |
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#) | | |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested($)(4) | |
| Andrew J. Marsh | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
8/28/18 | |
| 166,667 | | |
| — | | |
| — | | |
| 1.96 | | |
| 8/28/28 | | |
| — | | |
| — | |
| | |
8/19/19 | |
| 216,667 | | |
| — | | |
| — | | |
| 2.23 | | |
| 9/19/29 | | |
| — | | |
| — | |
| | |
9/19/19 | |
| 216,667 | | |
| — | | |
| — | | |
| 2.62 | | |
| | | |
| — | | |
| — | |
| | |
9/28/20 | |
| 183,333 | | |
| 91,667 | | |
| — | | |
| 13.20 | | |
| 9/28/30 | | |
| — | | |
| — | |
| | |
9/28/20 | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| 183,333 | | |
| 2,267,829 | |
| | |
9/28/20 | |
| 183,333 | | |
| 91,667 | | |
| — | | |
| 15.51 | | |
| 9/28/30 | | |
| — | | |
| — | |
| | |
9/22/21 | |
| 333,333 | | |
| 666,667 | | |
| — | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
| — | |
| | |
9/22/21 | |
| — | | |
| — | | |
| 3,000,000 | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
| — | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Paul B. Middleton | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
8/28/18 | |
| 66,667 | | |
| — | | |
| — | | |
| 1.96 | | |
| 8/28/28 | | |
| — | | |
| — | |
| | |
8/19/19 | |
| 83,333 | | |
| — | | |
| — | | |
| 2.23 | | |
| 8/19/29 | | |
| — | | |
| — | |
| | |
8/19/19 | |
| 83,333 | | |
| — | | |
| — | | |
| 2.62 | | |
| 8/19/29 | | |
| — | | |
| — | |
| | |
9/28/20 | |
| 66,667 | | |
| 33,333 | | |
| — | | |
| 13.20 | | |
| 9/28/30 | | |
| — | | |
| — | |
| | |
9/28/20 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 66,667 | | |
| 824,671 | |
| | |
9/28/20 | |
| 66,667 | | |
| 33,333 | | |
| — | | |
| 15.51 | | |
| 9/28/30 | | |
| — | | |
| — | |
| | |
9/22/21 | |
| 211,111 | | |
| 422,222 | | |
| — | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
| — | |
| | |
9/22/21 | |
| — | | |
| — | | |
| 1,366,667 | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
| — | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gerard L. Conway, Jr. | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
8/28/18 | |
| 66,667 | | |
| — | | |
| — | | |
| 1.96 | | |
| 8/28/28 | | |
| — | | |
| — | |
| | |
8/19/19 | |
| 66,667 | | |
| — | | |
| — | | |
| 2.23 | | |
| 8/19/29 | | |
| — | | |
| — | |
| | |
8/19/19 | |
| 66,667 | | |
| — | | |
| — | | |
| 2.62 | | |
| 8/19/29 | | |
| — | | |
| — | |
| | |
9/28/20 | |
| 58,333 | | |
| 29,167 | | |
| — | | |
| 13.20 | | |
| 9/28/30 | | |
| — | | |
| — | |
| | |
9/28/20 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 58,333 | | |
| 721,579 | |
| | |
9/28/20 | |
| 58,333 | | |
| 29,167 | | |
| — | | |
| 15.51 | | |
| 9/28/30 | | |
| — | | |
| — | |
| | |
9/22/21 | |
| 190,000 | | |
| 380,000 | | |
| — | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
| — | |
| | |
9/22/21 | |
| — | | |
| — | | |
| 1,230,000 | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
| — | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Jose Luis Crespo | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
|
|
| | |
8/28/18 | |
| 66,668 | | |
| — | | |
| — | | |
| 1.96 | | |
| 8/28/28 | | |
| — | | |
|
— |
|
| | |
8/19/19 | |
| 66,667 | | |
| — | | |
| — | | |
| 2.23 | | |
| 8/19/29 | | |
| — | | |
|
— |
|
| | |
8/19/19 | |
| 66,667 | | |
| — | | |
| — | | |
| 2.62 | | |
| 8/19/29 | | |
| — | | |
|
— |
|
| | |
9/22/21 | |
| 137,223 | | |
| 274,446 | | |
| 888,331 | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
|
— |
|
| | |
9/28/20 | |
| 116,667 | | |
| 58,333 | | |
| — | | |
| 13.20 | | |
| 9/28/30 | | |
| — | | |
|
— |
|
| | |
9/28/20 | |
| — | | |
| — | | |
| — | | |
| — | | |
| 9/28/30 | | |
| 58,333 | | |
|
721,579 |
|
| | |
9/22/21 | |
| 137,223 | | |
| 274,446 | | |
| — | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
|
— |
|
| | |
9/22/21 | |
| — | | |
| — | | |
| 888,331 | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
|
— |
|
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
|
|
| Dirk Ole Hoefelmann | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
|
| | |
3/3/21 | |
| 83,333 | | |
| 166,667 | | |
| — | | |
| 43.81 | | |
| 3/3/21 | | |
| — | | |
|
— |
|
| | |
3/3/21 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 166,667 | | |
|
2,061,671 |
|
| | |
10/17/22 | |
| — | | |
| 100,000 | | |
| — | | |
| 18.62 | | |
| 10/17/32 | | |
| — | | |
|
— |
|
| | |
10/17/22 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 100,000 | | |
|
1,237,000 |
|
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
|
|
| Keith Schmid | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
|
| | |
8/28/18 | |
| 83,334 | | |
| — | | |
| — | | |
| 1.96 | | |
| 8/28/28 | | |
| — | | |
|
— |
|
| | |
8/19/19 | |
| 125,000 | | |
| — | | |
| — | | |
| 2.23 | | |
| 8/19/29 | | |
| — | | |
|
— |
|
| | |
8/19/19 | |
| 125,000 | | |
| — | | |
| — | | |
| 2.62 | | |
| 8/19/29 | | |
| — | | |
|
— |
|
| | |
9/28/20 | |
| 66,667 | | |
| 33,333 | | |
| — | | |
| 13.20 | | |
| 9/28/30 | | |
| — | | |
|
— |
|
| | |
9/28/20 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 66,667 | | |
|
824,671 |
|
| | |
9/28/20 | |
| 66,667 | | |
| 33,333 | | |
| — | | |
| 15.51 | | |
| 9/28/30 | | |
| — | | |
|
— |
|
| | |
9/22/21 | |
| 137,223 | | |
| 274,446 | | |
| — | | |
| 26.92 | | |
| — | | |
| — | | |
|
— |
|
| | |
9/22/21 | |
| — | | |
| — | | |
| 888,331 | | |
| 26.92 | | |
| — | | |
| — | | |
|
— |
|
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
|
|
| Sanjay K. Shrestha | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
|
|
| | |
5/9/19 | |
| 100,000 | | |
| — | | |
| — | | |
| 2.31 | | |
| 5/9/29 | | |
| — | | |
|
— |
|
| | |
9/28/20 | |
| 75,000 | | |
| 37,500 | | |
| — | | |
| 13.20 | | |
| 9/28/30 | | |
| — | | |
|
— |
|
| | |
9/28/20 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 75,000 | | |
|
927,750 |
|
| | |
9/28/20 | |
| 75,000 | | |
| 37,500 | | |
| — | | |
| 15.51 | | |
| 9/28/30 | | |
| — | | |
|
— |
|
| | |
9/22/21 | |
| 211,111 | | |
| 422,222 | | |
| — | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
|
— |
|
| | |
9/22/21 | |
| — | | |
| — | | |
| 1,366,667 | | |
| 26.92 | | |
| 9/22/28 | | |
| — | | |
|
— |
|
| (1) | All equity awards were granted pursuant to our 2011 Stock Option
and Incentive Plan (the “2011 Plan”) or the 2021 Stock Option and Incentive Plan, as amended
(the “2021 Plan”). |
| (2) | Each equity award vests over a three-year period with one-third (1/3) of the shares subject to the award
vesting on each of the first three anniversaries of the grant date, subject to the executive’s continued service to us through each
applicable vesting date. |
| (3) | The performance-based stock option granted to Mr. Marsh in 2021 vest as follows: (i) up to one-third
(1/3) of the shares underlying the performance-based stock option vest and become exercisable on each of the first three anniversaries
of the grant date, provided that the daily volume weighted average price of the Company’s common stock during any 30 consecutive
trading day period in the three year performance period following the grant date of the stock options (“VWAP”) equals or exceeds
certain levels; (ii) 25% of the shares underlying the performance stock option will be deemed to have satisfied the performance-based
vesting and will be eligible to vest over time if the VWAP equals $35; an additional 25% of the shares underlying the options will be
deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $50; an additional 16.675%
of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over
time if the VWAP equals $65; an additional 16.65% of the shares underlying the options will be deemed to have satisfied the performance-based
vesting and will be eligible to vest over time if the VWAP equals $80 and the remaining 16.675% of the shares underlying the options will
be deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals or exceeds $100; and
(iii) failure to achieve any of the stock price hurdles applicable to a performance stock option during the three-year performance
period will result in the applicable shares being forfeited. Each performance-based stock option granted to each of Messrs. Middleton,
Conway, Crespo, Schmid and Shrestha in 2021 vest as follows: (i) up to one-third (1/3) of the shares underlying the performance-based
stock options vest and become exercisable on each of the first three anniversaries of the grant date, provided that the VWAP equals or
exceeds certain levels; (ii) 25% of the shares underlying the performance stock options will be deemed to have satisfied the performance-based
vesting and will be eligible to vest over time if the VWAP equals $35; an additional 25% of the shares underlying the options will be
deemed to have satisfied the performance-based vesting and will be eligible to vest over time if the VWAP equals $50; and the remaining
50% of the shares underlying the options will be deemed to have satisfied the performance-based vesting and will be eligible to vest over
time if the VWAP equals or exceeds $100; (iii) if the VWAP falls between two of the stock price hurdles, an incremental number of
shares underlying the options will become exercisable based on linear interpolation in $1 increments; and (iv) failure to achieve
any of the stock price hurdles applicable to a performance stock option during the three-year performance period will result in the applicable
shares being forfeited. |
| (4) | This column represents the market value of the unvested restricted stock awards calculated based on the
closing price of our common stock ($12.37) on December 30, 2022, the last business day of fiscal year 2022. |
Stock Vested
There were no stock options
exercised by our named executive officers during the year ended December 31, 2022. The following table sets forth information with
respect to each of our named executive officers that vested in restricted stock during the year ended December 31, 2022.
| |
Stock Awards | |
| Name | |
Number of
Shares Acquired
on Vesting | | |
Value Realized
on Vesting(1)($) | |
| Andrew J. Marsh | |
| 400,001 | | |
| 9,936,024 | |
| Paul B. Middleton | |
| 149,999 | | |
| 3,734,976 | |
| Gerard L. Conway, Jr. | |
| 125,001 | | |
| 3,100,524 | |
| Jose Luis Crespo | |
| 125,001 | | |
| 3,100,524 | |
| Dirk Ole Hoefelmann | |
| 83,333 | | |
| 1,650,827 | |
| Keith Schmid | |
| 149,999 | | |
| 3,734,976 | |
| Sanjay K. Shrestha | |
| 125,000 | | |
| 2,516,000 | |
| (1) | Amounts disclosed in this column were calculated based on the fair market value of the shares on the date
of vesting. |
Employment Agreements
The Company and Mr. Marsh
are parties to an employment agreement which renews automatically for successive one-year terms unless Mr. Marsh or the Company gives
notice to the contrary. Mr. Marsh receives an annual base salary of $750,000 and is eligible to: (i) receive an annual incentive
bonus targeted at an amount equal to one hundred percent (100%) of his annual base salary; (ii) participate in all savings and retirement
plans; and (iii) participate in all benefit plans and executive perquisites. Mr. Marsh’s employment may be terminated
by the Company with or without “Cause,” as defined in the agreement, or by Mr. Marsh for “Good Reason,” as
defined in the agreement, or without Good Reason upon written notice of termination to the Company. If Mr. Marsh’s employment
is terminated by the Company without Cause, the Company is obligated to pay Mr. Marsh a lump sum equal to the sum of the following
amounts: (a) one (1) times annual base salary, and (b) one (1) times the annual incentive bonus for the immediately
preceding fiscal year.
In addition, as of the date
of termination, any restricted stock, stock options and other stock awards held by Mr. Marsh will accelerate and vest as if he had
remained an employee for an additional twelve (12) months following the date of termination. Further, subject to Mr. Marsh’s
copayment of premium amounts at the active employees’ rate, Mr. Marsh will be eligible to continue to participate in the Company’s
group health, dental, vision and life insurance programs for twelve (12) months following his termination. The agreement also provides
that if, within twelve (12) months after a “Change in Control,” as defined in the agreement, the Company terminates Mr. Marsh’s
employment without Cause or Mr. Marsh terminates his employment for Good Reason, then he is entitled to:
| (1) | receive a lump sum payment equal to three (3) times the sum of (i) his current annual base salary
plus (ii) his average annual incentive bonus over the three (3) fiscal years prior to the Change in Control (or his annual incentive
bonus for the fiscal year immediately preceding to the Change in Control, if higher), |
| (2) | accelerated vesting of his stock options and other stock-based awards that would have vested had he remained
an active employee for twelve (12) months following his termination, and |
| (3) | subject to Mr. Marsh’s copayment of premium amounts at the active employees’ rate, continued
participation in the Company’s group health, dental, vision and life insurance programs for twelve (12) months following such termination. |
The Company and Messrs. Middleton,
Conway, Crespo, Schmid and Shrestha are each parties to an employment agreement and Mr. Hoefelmann was party to an employment agreement
with the Company pursuant to which, if the executive’s employment is (or was, in the case of Mr. Hoefelmann) terminated by
the Company without “Cause,” as defined in the applicable agreement, the Company is (or was, in the case of Mr. Hoefelmann)
obligated to pay the executive a lump sum amount equal to one (1) times or, in the case of Mr. Shrestha, 0.5 times, his annual
base salary. In addition, as of the date of termination, all vested stock options held by the executive will be (or would have been, in
the case of Mr. Hoefelmann) exercisable for twelve (12) months following the termination date. Further, for Messrs. Middleton
and Conway, subject to the executive’s copayment of premium amounts at the active employees’ rate, the Company is required
to continue paying its share of the premiums for the executive’s participation in the Company’s group health plans for twelve
(12) months following his termination. In the case of Messrs. Crespo, Hoefelmann, Schmid and Shrestha, they are (or were, in the
case of Mr. Hoefelmann) entitled to have their group health insurance extend through the end of the month in which the date of termination
occurs and the Company will either provide a lump sum payment or a monthly subsidy equal to twelve (12) times the Company’s share
of the monthly health insurance premium for the health insurance plan applicable on the date of termination.
The employment agreements
also provide that if, within twelve (12) months after a “Change in Control,” as defined in the applicable agreement, the Company
terminates (or terminated, in the case of Mr. Hoefelmann) such executive’s employment without Cause or the executive terminates
(or terminated, in the case of Mr. Hoefelmann) his employment for “Good Reason,” as defined in the applicable agreement,
then such executive shall be (or would have been, in the case of Mr. Hoefelmann) entitled to: (i) receive a lump sum payment
equal to 100% of, or in the case Mr. Shrestha 50% of, the sum of (i) his average annual base salary over the three (3) fiscal
years immediately prior to the Change in Control (or the executive’s annual base salary in effect immediately prior to the Change
in Control, if higher) and (ii) his average annual bonus over the three (3) fiscal years prior to the Change in Control (or
the executive’s annual bonus in effect immediately prior to the Change in Control, if higher), (ii) accelerated vesting of
his stock options and other stock-based awards that would have vested had he remained an active employee for twelve (12) months following
his termination (or, in the case of Mr. Middleton, full accelerated vesting of all stock options and other stock-based awards held
by him), (iii) subject to the executive’s copayment of premium amounts at the active employees’ rate, continued payment
by the Company of its share of the premiums for the executive’s participation in the Company’s group health plans for twelve
(12) months following the date of termination for Messrs. Middleton and Conway or, in the case of Messrs. Crespo, Hoefelmann,
Schmid and Shrestha, they are (or were, in the case of Mr. Hoefelmann) entitled to have their group health insurance extend through
the end of the month in which the date of termination occurs and the Company will either provide a lump sum payment or monthly subsidy
equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan applicable
on the date of termination, and (iv) all reasonable legal and arbitration fees and expenses incurred in obtaining or enforcing any
right or benefit under the executive’s employment agreement except in cases involving frivolous or bad faith litigation.
Separation Agreement with Mr. Hoefelmann
The Company and Mr. Hoefelmann
entered into a Separation Agreement, effective April 1, 2023, pursuant to which, and subject to a general release of claims in favor
of the Company, Mr. Hoefelmann is entitled to receive the following severance benefits: (i) a lump sum payment equal to fifty-two
(52) weeks of his base salary ($400,000.12), less applicable withholdings and deductions; (ii) any earned annual performance bonus
for the fiscal year ended December 31, 2022 (as previously noted, no bonuses were paid to the named executive officers for 2022);
(iii) all vested stock options shall be exercisable for twelve (12) months following his termination; and (iv) a lump sum payment
equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health, dental and vision insurance
plans ($24,477). Mr. Hoefelmann is subject to post-employment restrictive covenants, including covenants not to compete with the
Company or solicit the Company’s customers or employees for one year following his separation from service with the Company.
Potential Payments Upon Termination or Change
in Control
The Company and Messrs. Marsh,
Middleton, Conway, Crespo, Schmid and Shrestha are parties to employment agreements and Mr. Hoefelmann was party to an employment
agreement with the Company, respectively, that provide (or, in the case of Mr. Hoefelmann, provided) for a potential payment upon
termination of employment without “Cause” as discussed above in “Employment Agreements.”
Such payments by the Company
to any of the executives are subject to the executive signing a general release of claims in a form and manner satisfactory to the Company.
An executive is not entitled to receive any such payment in the event he breaches the Employee Patent, Confidential Information and Non-Compete
Agreement referenced in the executive’s respective agreement or any non-compete, non-solicit or non-disclosure covenants in any
agreement between the Company and such executive. We agreed to provide severance payments to such executives in these circumstances based
on our negotiations with each of our executives at the time he joined our Company, or as negotiated subsequent to hiring, and in order
to provide a total compensation package that we believed to be competitive. Additionally, we believe that providing severance upon a termination
of employment without Cause can help to encourage our executives to take the risks that we believe are necessary for our Company to succeed
and also recognizes the longer hiring process typically involved in hiring a senior executive.
If Mr. Marsh had been
terminated without Cause on December 31, 2022 and such termination was not within twelve (12) months following a Change in Control,
the approximate value of the severance package, including, as mentioned above in “Employment Agreements,” salary, benefits
and accelerated vesting of equity awards, under his employment agreement would have been $3,821,455. If Messrs. Middleton, Conway,
Crespo, Hoefelmann, Schmid or Shrestha, had been terminated without Cause on December 31, 2022 and such termination was not within
twelve (12) months following a Change in Control, the approximate value of the severance packages, including, as mentioned above in “Employment
Agreements,” salary, benefits and accelerated vesting of equity awards, under the respective employment agreement for such named
executive officer would have been as follows: Mr. Middleton - $479,056, Mr. Conway - $477,641, Mr. Crespo - $463,655,
Mr. Hoefelmann - $449,824, Mr. Schmid - $479,056 and Mr. Shrestha - $281,337.
The Company and Messrs. Marsh,
Middleton, Conway, Crespo, Schmid and Shrestha are parties to employment agreements and Mr. Hoefelmann was party to an employment
agreement with the Company, respectively, that provide (or, in the case of Mr. Hoefelmann, provided) for a potential payment upon
a termination of employment by the Company without Cause or a resignation by the executive for Good Reason within twelve (12) months following
a Change in Control, as discussed above in “Employment Agreements.” Such payments by the Company to any of the executives
are subject to the executive signing a general release of claims in a form and manner satisfactory to the Company. An executive is not
entitled to receive any such payment in the event he breaches the Employee Patent, Confidential Information and Non-Compete Agreement
referenced in each executive’s respective agreement or any non-compete, non-solicit or non-disclosure covenants in any agreement
between the Company and such executive.
We agreed to provide payments
to these executives in these circumstances in order to provide a total compensation package that we believed to be competitive. Additionally,
the primary purpose of our equity-based incentive awards is to align the interests of our executives and our stockholders and provide
our executives with strong incentives to increase stockholder value over time. As change in control transactions typically represent events
where our stockholders are realizing the value of their equity interests in our Company, we believe it is appropriate for our executives
to share in this realization of stockholder value, particularly where their employment is terminated in connection with the change in
control transaction. We believe that this will also help to better align the interests of our executives with our stockholders in pursuing
and engaging in these transactions.
If a Change in Control had
occurred on December 31, 2022 and on that date the employment of Mr. Marsh, Mr. Middleton, Mr. Conway, Mr. Crespo,
Mr. Hoefelmann, Mr. Schmid or Mr. Shrestha had been terminated by the Company without Cause or the executive had resigned
for Good Reason, the value of the of the severance packages, including, as mentioned above in “Employment Agreements,” salary,
benefits and accelerated vesting of equity awards, under the employment agreements for each such named executive officer would have been
as follows: Mr. Marsh - $6,585,493, Mr. Middleton - $1,762,714, Mr. Conway - $1,522,120,
Mr. Crespo - $1,727,835, Mr. Hoefelmann - $1,789,705, Mr. Schmid - $1,774,990
and Mr. Shrestha - $1,390,908. The employment agreements provide for a modified cutback such that, any payments or
benefits payable under the employment agreements or otherwise would be subject to the excise tax imposed by Section 4999 of the Code,
the executive will receive the greater after-tax amount of either: (i) the full payment or (ii) a reduced payment that does
not give rise to the excise tax imposed by Section 4999 of the Code. The foregoing numbers do not reflect any cutback. None of the
executives are entitled to any tax gross-up payments related to severance payments or otherwise.
DIRECTOR COMPENSATION
The Compensation Committee
periodically reviews the Company’s Non-Employee Director Compensation Plan (the “Director Compensation Plan”) to ensure
that the compensation aligns the directors’ interests with the long-term interests of the stockholders and that the structure of
the compensation is simple, transparent, and easy for stockholders to understand. The Compensation Committee also considers whether the
Director Compensation Plan fairly compensates the Company’s directors when considering the workload and commitment required in a
company of the size, scope and complexity of Plug Power, and considers general market compensation levels for directors to determine whether
our director compensation is reasonable and competitive to attract highly qualified and talented individuals to serve on our Board. Employee
directors do not receive additional compensation for their services as directors.
Pursuant to the Director Compensation
Plan, upon initial election or appointment to the Board, each non-employee director (other than Dr. Song) receives an initial, one-time
award of a non-qualified stock option to purchase a number of shares equal to $225,000 divided by the closing price of our common stock
on the grant date, with an exercise price equal to the fair market value of our common stock on the grant date that vests in full on the
first anniversary of the grant date, subject to continued service through such date. The initial award expires ten (10) years from
the grant date. Notwithstanding the foregoing, all shares of our common stock subject to such non-qualified stock option will become fully
vested and exercisable subject to the non-employee director’s continued service relationship through the consummation of a “sale
event,” as defined in the 2021 Plan, immediately prior to the consummation of such sale event. In addition, pursuant to the Director
Compensation Plan, each year of a non-employee director’s tenure, a director (other than Dr. Song and any director receiving
an initial award upon initial election or appointment to the Board) receives an equity grant comprised of (i) a non-qualified stock
option to purchase a number of shares equal to $112,500 divided by the closing price of our common stock on the date of the grant and
(ii) a number of shares of restricted common stock equal to $112,500 divided by the closing price of our common stock on the grant
date. The stock option portion of the grant expires ten (10) years from the grant date and has an exercise price equal to the fair
market value of our common stock on the grant date. The stock option and restricted common stock vest in full upon the earlier of the
first anniversary of the grant date or the date of the next annual meeting which is at least fifty (50) weeks after the immediately preceding
year’s annual meeting, subject to continued service through such date. Notwithstanding the foregoing, all such shares of restricted
common stock and stock options will become fully vested, subject to the non-employee director’s continued service relationship through
the consummation of a sale event, immediately prior to the consummation of such sale event.
During the fiscal year ended
December 31, 2022, Committee members received annual retainers for their service on committees of the Board in accordance with the
following table:
| Committees | |
Chair ($) | | |
Member ($) | |
| Audit Committee | |
| 20,000 | | |
| 15,000 | |
| Compensation Committee | |
| 15,000 | | |
| 5,000 | |
| Corporate Governance and Nominating Committee | |
| 10,000 | | |
| 5,000 | |
Effective January 1,
2023, the Director Compensation Plan was revised to provide the following annual retainers for service on committees of the Board:
| Committees | |
Chair ($) | | |
Member ($) | |
| Audit Committee | |
| 25,000 | | |
| 20,000 | |
| Compensation Committee | |
| 20,000 | | |
| 10,000 | |
| Corporate Governance and Nominating Committee | |
| 15,000 | | |
| 10,000 | |
| Merger & Acquisition / Strategy Committee | |
| 15,000 | | |
| 10,000 | |
| Regulatory Affairs Committee | |
| 15,000 | | |
| 10,000 | |
The total amount of the annual
retainer is paid in a combination of 50% cash and 50% of the Company’s common stock, provided that directors may elect to receive
a greater portion (up to 100%) of the total retainer in common stock. At the discretion of the Compensation Committee, directors may elect
to receive up to 80% of their annual retainer in cash. All common stock issued for the annual retainers is fully vested at the time of
issuance and is valued at its fair market value on the date of issuance. Dr. Song does not receive any compensation as a director
(cash or equity) pursuant to the terms of the Investor Agreement.
Non-Employee Director Compensation Table
The following table shows
the compensation received or earned by each of our non-employee directors in the fiscal year ended December 31, 2022. Mr. Marsh,
who is our President and Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation
received by Mr. Marsh, as a named executive officer, is presented in “Executive Compensation—2022 Summary Compensation
Table” above.
| Name | |
Fees Earned
or Paid in
Cash(1)($) | | |
Stock
Awards(2)
($) | | |
Option
Awards(3)
($) | | |
Total($) | |
| Jean A. Bua | |
| 57,144 | | |
| 112,494 | | |
| 71,692 | | |
| 241,330 | |
| Maureen O. Helmer | |
| 85,000 | | |
| 112,494 | | |
| 71,692 | | |
| 269,186 | |
| Gregory L. Kenausis | |
| 76,430 | | |
| 112,494 | | |
| 71,692 | | |
| 260,616 | |
| Kavita Mahtani | |
| 53,572 | | |
| 112,494 | | |
| 71,692 | | |
| 237,758 | |
| George C. McNamee | |
| 130,000 | | |
| 112,494 | | |
| 71,692 | | |
| 314,186 | |
| Lucas P. Schneider | |
| 65,000 | | |
| 112,494 | | |
| 71,692 | | |
| 249,186 | |
| Jonathan M. Silver | |
| 65,000 | | |
| 112,494 | | |
| 71,692 | | |
| 249,186 | |
| Kyungyeol Song(4) | |
| — | | |
| — | | |
| — | | |
| — | |
| Gary K. Willis | |
| 90,000 | | |
| 112,494 | | |
| 71,692 | | |
| 274,186 | |
| (1) | Each of the following non-employee directors elected to receive all or a portion of their annual retainers
in common stock in lieu of cash in the following amounts: Jean A. Bua ($28,572), Maureen O. Helmer ($42,500), Gregory L. Kenausis ($41,028),
Kavita Mahtani ($26,786), George C. McNamee ($65,000), Jonathan M. Silver ($65,000), Lucas P. Schneider ($32,500) and Gary K. Willis ($45,000). |
| (2) | This column represents the aggregate grant date fair value of the stock award computed in accordance with
FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting.
Fair value is calculated using the closing price of our common stock on the date of grant. Stock awards granted to directors as part of
their annual retainer are fully vested upon grant and annual restricted stock awards made to directors vest in full on the first anniversary
of the grant date. For additional information on stock awards, refer to Note 19 of the Company’s consolidated financial statements
in the Original 10-K. These amounts reflect the Company’s accounting expense for these awards, and do not necessarily correspond
to the actual value that will be recognized by the non-employee directors. As of December 31, 2022, the following non-employee directors
each held 6,789 shares of restricted stock: Jean A. Bua, Maureen O Helmer, Gregory L. Kenausis, Kavita Mahtani, George C. McNamee, Lucas
P. Schneider, Jonathan M. Silver and Gary K. Willis. |
| (3) | This column represents the aggregate grant date fair value of the option award computed in accordance
with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based
vesting. For additional information on the valuation assumptions with respect to option awards, refer to Note 19 of the Company’s
consolidated financial statements in the Original Form 10-K. These amounts reflect the Company’s accounting expense for these
awards, and do not necessarily correspond to the actual value that will be recognized by the non-employee directors. As of December 31,
2022, following the non-employee directors held options to purchase the following number of shares of common stock: Jean A. Bua (15,520),
Maureen O. Helmer (51,134), Gregory L. Kenausis (245,098), Kavita Mahtani (15,520), George C. McNamee (100,098), Lucas P. Schneider (211,450),
Jonathan M. Silver (24,078) and Gary K. Willis (182,098). |
| (4) | Dr. Song is the SK Designee to the Board and does not receive
any compensation for his services as a director. Dr. Song did not hold any shares of restricted
stock or stock options as of December 31, 2022. |