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Letter From Our Chief Executive Officer
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May 15, 2023
Dear Fellow Stockholder,
For the last 25 years, Plug Power Inc. (“we,” “us,” “our,” or “Plug Power”) has dedicated itself to developing a global hydrogen industry. We have established ourselves as a worldwide leader in creating a market for fuel cells, specifically in material handling. We have gained valuable insights in technology and product development, establishing a green hydrogen ecosystem, and most importantly, have engaged with global customers who value our vision.
Our customers include some of the world’s top brands, including Amazon, Walmart, New Fortress Energy and Phillips 66, to name just a few. To date, we have delivered approximately 60,000 fuel cells, operated over 1 billion hours of runtime for our Material Handling Unit, constructed approximately 200 fueling stations, and expanded our supply chain and manufacturing capabilities to five continents.
Our journey has been a remarkable one, and it continues with our efforts to aggressively pursue many aspects of the emerging hydrogen economy. In recent years, there has been growing recognition of hydrogen’s unique ability to meet soaring energy demands, while contributing to a more sustainable future. This has been driven by three key factors: a global commitment to achieving the climate targets outlined in the Paris Accord; the COVID-19 pandemic prompting governments to invest in sustainable infrastructure for the future; and the ongoing conflict in Ukraine, highlighting the need for liberal democracies to pursue energy independence. These drivers have influenced government policies, such as the Inflation Reduction Act here in the United States and the RePower initiative in Europe, creating an economic landscape that we believe will facilitate rapid growth of the hydrogen economy.
According to Bloomberg New Energy Finance, the global hydrogen economy could potentially become worth about $10 trillion by 2050, representing 18% of the global energy demand. Among pure-play hydrogen and fuel cell companies, Plug is uniquely positioned to capitalize on this extraordinary opportunity. We believe we have the right vision, the right partners and people, and the right track record and heritage for hydrogen innovation. In the years ahead, we remain committed to striving to stay at the forefront of this growth.
We expect that our hydrogen generation facilities will play a crucial role in the decarbonization of heavy industries, and we have plans to continue rapidly expanding hydrogen
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infrastructure. Our first green hydrogen plant in Georgia is expected to commence hydrogen production at the end of the second quarter of 2023. However, this is just the beginning — by 2025, we expect to produce approximately 500 tons of hydrogen per day in the United States. We are also constructing green hydrogen plants in Europe, including significant projects at the Port of Antwerp-Bruges, and establishing a green hydrogen platform for the Iberian Peninsula in collaboration with our partner Acciona in Spain. All our plants will employ Plug Power electrolyzers and Plug Power cryogenic equipment to produce and deliver liquid hydrogen using Plug Power trailers.
Throughout the industry, Plug Power’s manufacturing remains a crucial differentiator, and Plug Power continues to bolster its supply chain capabilities through strategic partnerships. Our state-of-the-art facilities in Rochester and Albany, New York are unrivaled. Additionally, we have forged valuable partnerships with suppliers, such as Johnson Matthey, that grant us access to vital product development and manufacturing expertise, as well as essential metals that are crucial to scaling hydrogen infrastructure.
At Plug Power, our strategy of scaling our manufacturing helps us significantly reduce our overhead expenses and lower our costs while increasing our margins. Over time, we believe this strategy will accelerate the adoption of our products throughout the marketplace, and ultimately, help us achieve our vision of delivering solutions that are not only more valuable than existing technologies, but are more affordable and reliable.
We believe that our work over the past two years will bear fruit, delivering strong value for our stockholders. Today, Plug Power owns key elements of the broader hydrogen value chain-fuel cells, hydrogen infrastructure, electrolyzers, green hydrogen and liquefaction. This is the culmination of our long-term strategy to create cumulative momentum, wherein the growth of each of our product lines compounds and impacts others, scaling hydrogen infrastructure quickly and efficiently.
Until then, Plug Power remains committed to becoming the leader in the green hydrogen economy.
Thank you for your continued support of our company.
Regards,
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Andrew J. Marsh
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By Order of the Board of Directors
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Gerard L. Conway, Jr.
Corporate Secretary |
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Jonathan M. Silver
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Age: 65
Director since 2018
Board Committee: Corporate Governance and Nominating; Regulatory Affairs
Class III Director: Continuing in Office until the 2023 Annual Meeting
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| | Jonathan M. Silver has served as a director of the Company since June 2018 Mr. Silver is a Senior Advisor and Chair, Global Climate Council, 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 | |
Jonathan M. Silver
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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.
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Kyungyeol Song
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Age: 50
Director since 2021
Board Committee: Merger & Acquisition / Strategy
Class III Director: Continuing in Office until the 2023 Annual Meeting
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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”) 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.
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Andrew J. Marsh
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Age: 67
Director since 2008
Board Committee: None
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| | 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 | |
Andrew J. Marsh
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Class I Director: Continuing in Office until the 2024 Annual Meeting
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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.
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Maureen O. Helmer
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Age: 66
Director since 2004
Board Committees: Audit;
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| | 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 | |
Maureen O. Helmer
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Corporate Governance and Nominating (Chair); Regulatory Affairs
Class I Director: Continuing in Office until the 2024 Annual Meeting
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industrial companies on policy and government affairs issues. In addition to serving as Chair of the New York State Public Service Commission (“PSC”) from 1998 to 2003, Ms. Helmer also served as Chair of the New York State Board on Electric Generation Siting and the Environment. Prior to her appointment as Chair, Ms. Helmer served as Commissioner of the PSC from 1997 until 1998 and was General Counsel to PSC from 1995 through 1997. From 1984 through 1995, Ms. Helmer held several positions in the New York Legislature, including Counsel to the Senate Energy Committee. She also served as a board member of the New York State Energy Research and Development Authority, the New York State Environmental Board and the New York State Disaster Preparedness Commission during her tenure as Chair of the PSC from 1996 to 2003. In addition, she was Vice Chair of the Electricity Committee of the National Association of Regulatory Utility Commissioners and a member of the NARUC Board of Directors. She was also appointed to serve as a member of the New York State Cyber-Security Task Force. She formerly served as a board member of the Center for Internet Security from 2012 to 2016, the Center for Economic Growth from 2008 to 2016, and New York Women in Communications and Energy from 1990 to 2016. Ms. Helmer earned her Bachelor of Science from the State University at Albany and her Juris Doctorate from the University of Buffalo Law School. She is admitted to practice law in New York.
We believe Ms. Helmer’s qualifications to sit on our Board include her long history of experience with energy regulation, policy and government affairs and advising energy and industrial companies.
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Kavita Mahtani
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Age: 52
Director since 2022
Board Committees: Audit
Class I Director: Continuing in Office until the 2024 Annual Meeting
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| | 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. | |
Kavita Mahtani
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| | | 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
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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
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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.
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Jean A. Bua
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Age: 64
Director since 2022
Board Committee: Audit (Chair)
Class II Director: Continuing in Office until the 2025 Annual Meeting
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| | 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 | |
Jean A. Bua
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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.
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Gregory L. Kenausis
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Age: 53
Director since 2013
Board Committee: Audit; Compensation; Merger & Acquisition / Strategy
Class II Director: Continuing in Office until the 2025 Annual Meeting
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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.
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George C. McNamee
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Chairman
Age: 76
Director since 1997
Board Committee: Compensation; Regulatory Affairs; Merger & Acquisition / Strategy
Class II Director: Continuing in Office until the
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| | 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 | |
George C. McNamee
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2025 Annual Meeting
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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.
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Board Diversity Matrix (As of April 17, 2023)
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Total Number of Directors
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10
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Female
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Male
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Did Not
Disclose Gender |
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Part I: Gender Identity
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Directors
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| | | | 3 | | | | | | 6 | | | | | | 1 | | |
Part II: Demographic Background
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Asian
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| | | | 1 | | | | | | 1 | | | | | | | | |
White
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| | | | 1 | | | | | | 5 | | | | | | | | |
Did Not Disclose Demographic Background
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2022
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2021
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Audit Fees
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| | | $ | 4,201,429 | | | | | $ | 3,945,000 | | |
Audit-Related Fees
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| | | $ | 94,000 | | | | | $ | 35,000 | | |
Tax Fees
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| | | $ | 492,819 | | | | | | — | | |
All Other Fees
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| | | | — | | | | | | — | | |
Total
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| | | $ | 4,788,248 | | | | | $ | 3,980,000 | | |
Committees
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Chair ($)
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Member ($)
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Audit Committee
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| | | | 20,000 | | | | | | 15,000 | | |
Compensation Committee
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| | | | 15,000 | | | | | | 5,000 | | |
Corporate Governance and Nominating Committee
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| | | | 10,000 | | | | | | 5,000 | | |
Committees
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Chair ($)
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Member ($)
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Audit Committee
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| | | | 25,000 | | | | | | 20,000 | | |
Compensation Committee
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| | | | 20,000 | | | | | | 10,000 | | |
Corporate Governance and Nominating Committee
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| | | | 15,000 | | | | | | 10,000 | | |
Merger & Acquisition / Strategy Committee
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| | | | 15,000 | | | | | | 10,000 | | |
Regulatory Affairs Committee
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| | | | 15,000 | | | | | | 10,000 | | |
Name
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Fees Earned
or Paid in Cash(1)($) |
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Stock
Awards(2) ($) |
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Option
Awards(3) ($) |
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Total($)
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Jean A. Bua
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| | | | 57,144 | | | | | | 112,494 | | | | | | 71,692 | | | | | | 241,330 | | |
Maureen O. Helmer
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| | | | 85,000 | | | | | | 112,494 | | | | | | 71,692 | | | | | | 269,186 | | |
Gregory L. Kenausis
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| | | | 76,430 | | | | | | 112,494 | | | | | | 71,692 | | | | | | 260,616 | | |
Kavita Mahtani
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| | | | 53,572 | | | | | | 112,494 | | | | | | 71,692 | | | | | | 237,758 | | |
George C. McNamee
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| | | | 130,000 | | | | | | 112,494 | | | | | | 71,692 | | | | | | 314,186 | | |
Lucas P. Schneider
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| | | | 65,000 | | | | | | 112,494 | | | | | | 71,692 | | | | | | 249,186 | | |
Jonathan M. Silver
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| | | | 65,000 | | | | | | 112,494 | | | | | | 71,692 | | | | | | 249,186 | | |
Kyungyeol Song(4)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gary K. Willis
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| | | | 90,000 | | | | | | 112,494 | | | | | | 71,692 | | | | | | 274,186 | | |
Executive Officers
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Age
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Position
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Andrew J. Marsh | | |
67
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| | President, Chief Executive Officer and Director | |
Paul B. Middleton | | |
55
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| | Chief Financial Officer and Executive Vice President | |
Gerard L. Conway, Jr.
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58
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| | General Counsel, Corporate Secretary and Executive Vice President | |
Jose Luis Crespo | | |
53
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| | General Manager, Applications and Executive Vice President | |
Martin D. Hull | | |
55
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| | Corporate Controller and Chief Accounting Officer | |
David Mindnich | | |
45
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| | Executive Vice President, Global Manufacturing | |
Keith C. Schmid | | |
60
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| | Executive Vice President, Special Projects | |
Sanjay K. Shrestha | | |
49
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| | General Manager, Energy Solutions, Chief Strategy Officer, and Executive Vice President | |
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With Plug Power
Since: |
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Andrew J. Marsh, our President and Chief Executive Officer and a Director | | |
2008
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Paul B. Middleton, our Chief Financial Officer and Executive Vice President | | |
2014
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Gerard L. Conway, Jr., our General Counsel, Corporate Secretary, and Executive Vice President | | |
2000
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Jose Luis Crespo, our General Manager, Applications and Executive Vice President | | |
2014
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Dirk Ole Hoefelmann, our Former General Manager, Electrolyzers and Executive Vice President | | |
2021
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Keith Schmid, our Executive Vice President, Special Projects
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2013
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Sanjay K. Shrestha, our General Manager, Energy Solutions, Chief Strategy Officer, and Executive Vice President | | |
2019
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2022 Financial Highlights
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$701M
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$(194M)
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524%
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2022 Net Revenue
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2022 Gross Profit (Loss)
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5-Year Total Stockholder Return
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+ $199M
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+ 6%
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YoY Improvement
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YoY Improvement
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Index
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2017
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2018
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2019
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2020
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2021
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2022
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Plug Power Inc.
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| | | $ | 100.00 | | | | | $ | 52.54 | | | | | $ | 133.90 | | | | | $ | 1,436.86 | | | | | $ | 1,196.19 | | | | | $ | 524.15 | | |
NASDAQ Clean Edge Green Energy Index
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| | | $ | 100.00 | | | | | $ | 86.83 | | | | | $ | 121.07 | | | | | $ | 345.03 | | | | | $ | 334.51 | | | | | $ | 224.35 | | |
Russell 2000 Index
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| | | $ | 100.00 | | | | | $ | 87.82 | | | | | $ | 108.11 | | | | | $ | 128.61 | | | | | $ | 146.21 | | | | | $ | 114.70 | | |
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Compensation
Element |
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Purpose
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Features
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Base salary
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| | 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.
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Annual cash incentive bonuses
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| | 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.
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Long-term equity incentive compensation
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| | 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.
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What We Do
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What We Don’t Do
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✓ 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
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× 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
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What We Do
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What We Don’t Do
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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
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| | × Provide single-trigger severance arrangements | |
| 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. | | | | |
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 | | | | | | — | | |
Name
|
| |
2021
Base Salary ($)(1) |
| |
2022
Base Salary ($)(1) |
| |
Increase
(%) |
| |||||||||
Dirk Ole Hoefelmann
|
| | | | 400,000 | | | | | | 400,000 | | | | | | — | | |
Keith Schmid
|
| | | | 400,000 | | | | | | 400,000 | | | | | | — | | |
Sanjay K. Shrestha
|
| | | | 400,000 | | | | | | 400,000 | | | | | | — | | |
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:
× 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
|
|
| | | |
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
|
| |
$(194 million)
|
| |
0%
|
|
|
Key Strategic
Initiatives |
| |
40%
|
| |
3
|
| |
4
|
| |
5
|
| |
4
|
| |
40%
|
|
|
Earned Payout as a Percentage of Target: 16%
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Andrew J. Marsh
President, Chief Executive Officer and Director |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555(6) | | | | | | 766,555 | | | ||
| | | 2021 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | 50,800,000 | | | | | | 682,500 | | | | | | 15,805 | | | | | | 52,248,305 | | | ||
| | | 2020 | | | | | | 676,442 | | | | | | 581,250 | | | | | | 7,260,000 | | | | | | 4,178,075 | | | | | | 918,750 | | | | | | 15,555 | | | | | | 13,630,072 | | | ||
Paul B. Middleton
Chief Financial Officer and Executive Vice President |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555(6) | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 392,692 | | | | | | — | | | | | | — | | | | | | 25,400,000 | | | | | | 364,000 | | | | | | 15,805 | | | | | | 26,172,497 | | | ||
| | | 2020 | | | | | | 387,188 | | | | | | 302,250 | | | | | | 2,640,000 | | | | | | 1,519,300 | | | | | | 477,750 | | | | | | 15,555 | | | | | | 5,342,043 | | | ||
Gerard L. Conway, Jr.
General Counsel, Corporate Secretary and Executive Vice President |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555(6) | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 363,462 | | | | | | — | | | | | | — | | | | | | 22,860,000 | | | | | | 364,000 | | | | | | 15,743 | | | | | | 23,603,205 | | | ||
| | | 2020 | | | | | | 345,481 | | | | | | 203,437 | | | | | | 2,310,000 | | | | | | 1,329,388 | | | | | | 321,563 | | | | | | 15,429 | | | | | | 4,525,298 | | | ||
Jose Luis Crespo
General Manager, Applications and Executive Vice President |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555(6) | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 16,510,000 | | | | | | 364,000 | | | | | | 15,805 | | | | | | 17,289,805 | | | ||
| | | 2020 | | | | | | 227,692 | | | | | | 356,501 | | | | | | 2,310,000 | | | | | | 1,368,150 | | | | | | 563,500 | | | | | | 15,026 | | | | | | 4,840,869 | | | ||
Dirk Ole Hoefelmann(4)
Former General Manager, Electrolyzers and Executive Vice President |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | 1,862,000 | | | | | | 1,242,000 | | | | | | — | | | | | | 27,324(6) | | | | | | 3,531,324 | | | ||
| | | 2021 | | | | | | 386,616 | | | | | | 100,000(5) | | | | | | 10,952,500 | | | | | | 6,936,500 | | | | | | 333,667 | | | | | | 15,637 | | | | | | 18,724,920 | | | ||
Keith Schmid
Executive Vice President, Special Projects |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555(6) | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 16,510,000 | | | | | | 364,000 | | | | | | 15,805 | | | | | | 17,289,805 | | | ||
| | | 2020 | | | | | | 393,317 | | | | | | 310,000 | | | | | | 2,640,000 | | | | | | 1,519,300 | | | | | | 490,000 | | | | | | 15,555 | | | | | | 5,368,172 | | | ||
Sanjay K. Shrestha
General Manager, Energy Solutions, Chief Strategy Officer, and Executive Vice President |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,555(6) | | | | | | 416,555 | | | ||
| | | 2021 | | | | | | 381,731 | | | | | | — | | | | | | — | | | | | | 25,400,000 | | | | | | 364,000 | | | | | | 15,805 | | | | | | 26,161,536 | | | ||
| | | 2020 | | | | | | 338,222 | | | | | | 290,625 | | | | | | 2,970,000 | | | | | | 1,709,213 | | | | | | 459,375 | | | | | | 15,361 | | | | | | 5,782,796 | | |
| | | | | | | | |
Estimated Future
Payouts Under Non- Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#)(4) |
| |
Exercise or
Base Price of Option Awards ($/Share)(5) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(6) |
| |||||||||||||||||||||||||||
Name
|
| |
Grant
Date(1) |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| ||||||||||||||||||||||||||||||||||||
Andrew J. Marsh
|
| | | | — | | | | | | 487,500 | | | | | | 750,000 | | | | | | 1,012,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Paul B. Middleton
|
| | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gerard L. Conway, Jr.
|
| | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jose Luis Crespo
|
| | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dirk Ole Hoefelmann
|
| | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 10/17/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | 1,862,000 | | | ||
| | | 10/17/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000 | | | | | | 18.62 | | | | | | 1,242,000 | | | ||
Keith Schmid
|
| | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sanjay K. Shrestha
|
| | | | — | | | | | | 260,000 | | | | | | 400,000 | | | | | | 540,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | |
Option Awards(1)
|
| |
Stock Awards(1)
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(2) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3) |
| |
Option
Exercise Price ($) |
| |
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 | | | | | | 183,334 | | | | | | 91,666 | | | | | | — | | | | | | 13.20 | | | | | | 9/28/30 | | | | | | — | | | | | | — | | | ||
| | | 9/28/20 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 183,333 | | | | | | 2,267,829 | | | ||
| | | 9/28/20 | | | | | | 183,334 | | | | | | 91,666 | | | | | | — | | | | | | 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 | | | | | | — | | | | | | — | | |
| | | | | | | | |
Option Awards(1)
|
| |
Stock Awards(1)
|
| ||||||||||||||||||||||||||||||||||||
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) |
| ||||||||||||||||||||||||
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 | | | | | | — | | | | | | — | | |
| | |
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 | | |
| | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs(2) | | | Average Compensation Actually Paid to Non-PEO NEOs(3) | | | Value of Initial Fixed $100 Investment Based on:(4) | | | GAAP Net I ncome ($mil.) | | | GAAP Revenue ($mil.) | | |||||||||||||||||||||
Year(1) | | | Summary Compensation Table Total for PEO(2) | | | Compensation Actually Paid to PEO(3) | | | Plug Power Total Stockholder Return | | | Peer Group Total Stockholder Return(5) | | ||||||||||||||||||||||||||||||||||||
2022 | | | | $ | 766,555 | | | | | $ | (75,973,705) | | | | | $ | 935,683 | | | | | $ | (26,246,111) | | | | | $ | 391 | | | | | $ | 190 | | | | | $ | (724) | | | | | $ | 701 | | |
2021 | | | | $ | 52,248,305 | | | | | $ | 3,988,254 | | | | | $ | 23,665,540 | | | | | $ | 11,696,569 | | | | | $ | 893 | | | | | $ | 274 | | | | | $ | (460) | | | | | $ | 502 | | |
2020 | | | | $ | 13,630,072 | | | | | $ | 80,721,434 | | | | | $ | 5,333,470 | | | | | $ | 27,607,125 | | | | | $ | 1,073 | | | | | $ | 282 | | | | | $ | (596) | | | | | $ | (93) | | |
| | | 2022 | | | 2021 | | | 2020 | | |||||||||||||||||||||||||||
| | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-PEO NEOs | | ||||||||||||||||||
Summary Compensation Table Total | | | | $ | 766,555 | | | | | $ | 935,683 | | | | | $ | 52,248,305 | | | | | $ | 23,665,540 | | | | | $ | 13,630,072 | | | | | $ | 5,333,470 | | |
Minus Change in Pension Value Reported in SCT for the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Plus Pension Value Service Cost for the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Minus Stock Award Value & Option Award Value Reported in SCT for the Covered Year | | | | $ | 0 | | | | | $ | 517,333 | | | | | $ | 50,800,000 | | | | | $ | 22,887,250 | | | | | $ | 11,438,075 | | | | | $ | 4,168,991 | | |
Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | | | | $ | 0 | | | | | $ | 324,000 | | | | | $ | 52,156,620 | | | | | $ | 22,534,449 | | | | | $ | 32,956,000 | | | | | $ | 11,986,625 | | |
Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | | | | $ | (73,054,958) | | | | | $ | (25,617,390) | | | | | $ | (40,367,440) | | | | | $ | (9,546,769) | | | | | $ | 33,624,033 | | | | | $ | 11,020,441 | | |
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | | | | $ | (3,685,302) | | | | | $ | (1,371,071) | | | | | $ | (9,249,231) | | | | | $ | (2,069,401) | | | | | $ | 11,949,404 | | | | | $ | 3,435,580 | | |
Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Compensation Actually Paid | | | | $ | (75,973,705) | | | | | $ | (26,246,111) | | | | | $ | 3,988,254 | | | | | $ | 11,696,569 | | | | | $ | 80,721,434 | | | | | $ | 27,607,125 | | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |
3-Year
Average |
| |||||||||
Stock Options/Stock Appreciation Rights (SARs) Granted
|
| | | | 3,261,724 | | | | | | 1,942,335 | | | | | | 3,509,549 | | | | | |
Restricted Shares/Units Granted
|
| | | | 4,289,682 | | | | | | 1,894,356 | | | | | | 3,263,324 | | | | | |
Performance-Based Stock Options Earned*
|
| | | | — | | | | | | 3,640,000 | | | | | | 0 | | | | | |
Weighted-Average Basic Common Shares Outstanding
|
| | | | 579,716,708 | | | | | | 558,182,177 | | | | | | 354,790,106 | | | | | |
Share Usage Rate
|
| |
1.30%
|
| |
1.34%
|
| |
1.91%
|
| |
1.52%
|
|
|
Shares available for grant under the 2021 Stock Option and Incentive Plan (a)
|
| |
13,172,672
|
|
|
Additional shares requested for approval under the Amended Plan (b)
|
| |
11,370,000
|
|
|
Shares subject to outstanding stock options/SARs
|
| |
27,479,533
|
|
|
Weighted – average exercise price of outstanding stock options/SARs
|
| |
$21.43
|
|
|
Weighted – average remaining term of outstanding stock options/SARs
|
| |
6.34 years
|
|
|
Shares subject to outstanding full-value stock awards
|
| |
5,888,013
|
|
|
Total outstanding stock options/SARs and full-value stock awards (c)
|
| |
33,367,546
|
|
|
Shares of common stock outstanding as of the Record Date (d)
|
| |
600,464,061
|
|
|
Fully-diluted Overhang (a+b+c) divided by (a+b+c+d)
|
| |
8.8%
|
|
| | |
Options
|
| |
Stock Awards
|
| ||||||||||||||||||
Name and Position
|
| |
Average
Exercise Price ($) |
| |
Number of
Awards (#) |
| |
Dollar
Value ($)(1) |
| |
Number of
Awards (#) |
| ||||||||||||
Andrew J. Marsh, President, Chief Executive Officer and Director
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Paul B. Middleton, Chief Financial Officer and Executive Vice
President |
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Gerard L. Conway, Jr. General Counsel, Corporate Secretary and Executive Vice President
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Jose Luis Crespo, General Manager, Applications and Executive Vice President
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Dirk Ole Hoefelmann, General Manager, Electrolyzers and Executive Vice President
|
| | | $ | 18.62 | | | | | | 100,000 | | | | | | 1,862,000 | | | | | | 100,000 | | |
Keith Schmid, Executive Vice President, Special Projects
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Sanjay K. Shrestha, General Manager,
Energy Solutions, Chief Strategy Officer, and Executive Vice President |
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
All current executive officers, as a group
|
| | | $ | 26.13(2) | | | | | | 1,550,000 | | | | | | 931,000(3) | | | | | | 50,000 | | |
All current directors who are not executive officers, as a group
|
| | | $ | 18.81(2) | | | | | | 71,774 | | | | | | 1,280,269(3) | | | | | | 71,483 | | |
All current employees who are not executive officers, as a group
|
| | | $ | 20.20(2) | | | | | | 2,966,133 | | | | | | 78,433,228(3) | | | | | | 3,877,253 | | |
Plan Category
|
| |
Number of shares
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b)(1) |
| |
Number of shares
remaining for future issuance under equity compensation plans (excluding shares reflected in column (a)) (c) |
| |||||||||
Equity compensation plans approved by security holders
|
| | | | 26,830,251(2) | | | | | $ | 17.76 | | | | | | 13,218,775 | | |
Equity compensation plans not approved by security holders
|
| | | | 768,018(3) | | | | | $ | 4.26 | | | | | | — | | |
Total
|
| | | | 27,598,269 | | | | | | | | | | | | 13,218,775 | | |
| | |
Shares Beneficially Owned(2)
|
| |||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number
|
| |
Percentage
(%) |
| ||||||
Grove Energy Capital LLC(3)
|
| | | | 54,966,188 | | | | | | 9.3% | | |
The Vanguard Group(5)
|
| | | | 51,870,529 | | | | | | 8.7% | | |
BlackRock, Inc.(4)
|
| | | | 50,846,270 | | | | | | 8.6% | | |
Andrew J. Marsh(6)
|
| | | | 2,270,734 | | | | | | * | | |
Paul B. Middleton(7)
|
| | | | 860,421 | | | | | | * | | |
Gerard L. Conway, Jr.(8)
|
| | | | 806,219 | | | | | | * | | |
Jose Luis Crespo(9)
|
| | | | 775,218 | | | | | | * | | |
Dirk Ole Hoefelmann(10)
|
| | | | 448,248 | | | | | | * | | |
Keith C. Schmid(11)
|
| | | | 1,167,060 | | | | | | * | | |
Sanjay K. Shrestha(12)
|
| | | | 666,030 | | | | | | * | | |
Jean A. Bua(13)
|
| | | | 18,228 | | | | | | * | | |
Maureen O. Helmer(14)
|
| | | | 174,203 | | | | | | * | | |
Gregory L. Kenausis(15)
|
| | | | 344,209 | | | | | | * | | |
Kavita Mahtani(16)
|
| | | | 18,062 | | | | | | * | | |
George C. McNamee(17)
|
| | | | 1,008,652 | | | | | | * | | |
Lucas P. Schneider(18)
|
| | | | 339,963 | | | | | | * | | |
Jonathan M. Silver(19)
|
| | | | 78,930 | | | | | | * | | |
Kyungyeol Song(20)
|
| | | | — | | | | | | * | | |
Gary K. Willis(21)
|
| | | | 603,049 | | | | | | * | | |
All current executive officers and directors as a group (17 persons)(22)(23)
|
| | |
|
9,737,987
|
| | | |
|
1.6%
|
| |