James Coffey
About James Coffey
James F. Coffey, age 60, is Advent Technologies’ Chief Operating Officer, General Counsel, and Corporate Secretary, roles he has held since February 2021 following service as the company’s outside counsel from 2018 to 2021 . He brings 30+ years in corporate and securities law, M&A, venture capital/corporate finance, and IP; prior roles include General Counsel of HT‑PEM fuel cell company Trenergi (2013–2017) and partnership at Polsinelli; he holds an LL.M. in Corporate Law (NYU, Gerald L. Wallace Scholar), a J.D. (New England School of Law), and a B.A. from Providence College, with recognitions including Best Lawyers in America (M&A), IAM Patent 1000 (IP), Massachusetts Super Lawyer, and Martindale‑Hubbell AV rating; he is a fellow of the Boston Bar Foundation and the American Bar Foundation . During his tenure, Advent’s Pay‑Versus‑Performance disclosure shows severely negative TSR and continuing net losses (e.g., 2024 TSR value of initial $100 investment: −97.58; reported net loss −40,994), underscoring a challenged equity backdrop for pay‑for‑performance alignment at the company level .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Advent Technologies Holdings, Inc. | COO, General Counsel, Corporate Secretary | Feb 2021–present | Senior operating and legal executive; signatory corporate secretary on proxy materials . |
| Advent Technologies (pre‑public) | Outside legal counsel | 2018–Feb 2021 | Supported business combination and corporate matters as external counsel . |
| Trenergi (HT‑PEM fuel cells) | General Counsel | 2013–2017 | Sector‑relevant GC role; Trenergi was a customer of Advent . |
| Polsinelli Law Firm | Partner | Prior to 2018 | Corporate/M&A/VC/IP practice supporting growth companies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coffey & Associates | Outside legal counsel to Advent | Mar 2020–Feb 2021 | Continued external counsel role prior to joining Advent . |
| Professional associations/recognitions | Fellow/awardee | N/A | Fellow: Boston Bar Foundation, American Bar Foundation; Best Lawyers (M&A), IAM Patent 1000 (IP), Martindale‑Hubbell AV, Mass. Super Lawyer . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 475,000 | 475,000 | 475,000 |
| Target Annual Bonus (% of salary) | 100% | 100% | 100% |
| Cash actually paid (salary/bonus) | Salary earned; no bonus paid | Salary earned; no bonus paid | Salary earned; no bonus paid; executives elected to forgo cash payments beginning June 2024 (accrued) |
Perquisites are not a significant element of executive compensation .
Performance Compensation
- Annual cash incentive design: NEOs eligible for bonuses based on pre‑approved KPIs; the company did not pay discretionary bonuses in 2022, 2023, or 2024 .
- Performance metrics/weighting: Committee references “pre‑approved key performance objectives,” but specific metrics/weights are not disclosed; target for Coffey is 100% of base salary .
| Year | Plan/Instrument | Metric(s) | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| 2022 | Annual Cash Bonus | Pre‑approved KPIs (not disclosed) | Not disclosed | 100% of salary | Not disclosed | $0 | N/A |
| 2023 | Annual Cash Bonus | Pre‑approved KPIs (not disclosed) | Not disclosed | 100% of salary | Not disclosed | $0 | N/A |
| 2024 | Annual Cash Bonus | Pre‑approved KPIs (not disclosed) | Not disclosed | 100% of salary | Not disclosed | $0 | N/A |
Equity Ownership & Alignment
- Stock ownership guidelines: Other Executive Officers must hold 3.0x base salary; five years to comply; if not met, must retain 50% of net shares; unvested PSUs and unexercised options do not count; hedging and pledging are prohibited under the insider trading policy .
| As‑of date | Total beneficial ownership (shares) | Ownership (%) | Notes |
|---|---|---|---|
| Sep 19, 2025 | 40,772 [includes 17,289 shares issuable upon exercise of options] | 1.24% (of 3,291,634 shares outstanding) | Ownership percentages per company table; options included are exercisable within 60 days under SEC rules . |
Outstanding Equity Awards (as of December 31, 2024)
| Instrument | Exercisable | Unexercisable | Exercise/Grant Price ($) | Expiration/Grant Date | Unvested Shares/Units | Market Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 8,645 | 52,882 | 310.80 | 6/11/2031 | — | — |
| RSUs | — | — | — | Vesting start 2/4/2021 | 2,882 | 14,410 (based on $5.00 close on 12/31/2024) |
Vesting: 25% on each anniversary of February 4, 2021 through the fourth anniversary for both options and RSUs .
Implication: Options were deeply underwater at 12/31/2024 (strike $310.80 vs $5.00 market), implying no intrinsic value and minimal near‑term exercise/selling pressure from options; RSU overhang was modest .
Employment Terms
| Term | Coffey specifics |
|---|---|
| Role/Start | COO and General Counsel since Feb 2021 (employment agreement effective at Business Combination) . |
| Base Salary / Target Bonus | $475,000 base; target bonus 100% of base . |
| Sign‑on | $250,000 sign‑on bonus, paid 50% at closing and 50% at 1‑year anniversary of Business Combination, service‑based . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: cash severance equal to 1x (salary + target bonus), paid over 12 months; up to 12 months subsidized medical/dental/vision . |
| Severance (CIC double‑trigger) | If qualifying termination within 60 days prior to or 12 months post a change in control: 2x (salary + target bonus) over 12 months; up to 18 months subsidized benefits; initial 2021 options and RSUs become fully vested; options remain exercisable for 1 year; if acquirer does not assume options, unvested initial options vest at transaction close . |
| Restrictive covenants | Confidentiality (perpetual); IP assignment; 1‑year non‑compete; 18‑month non‑solicitation of customers/vendors/partners and of employees/contractors (post‑termination) . |
| Clawback | Awards subject to forfeiture/disgorgement for policy/covenant breaches or as required by law/exchange standards . |
| Ownership policy | 3x salary guideline for executives; five years to comply; retention requirement if not in compliance . |
| Hedging/pledging | Prohibited (no pledging or margin accounts; no hedging/monetization) . |
| Cash deferral | Executives elected to forgo compensation payments beginning June 2024; amounts accrued as a liability . |
Performance & Track Record (Company context during Coffey’s tenure)
| Year | Value of initial $100 investment (TSR proxy) | Net Loss (per PVP table) |
|---|---|---|
| 2022 | −73.77 | −74,337 |
| 2023 | −86.73 | −71,397 |
| 2024 | −97.58 | −40,994 |
Additional governance and capital structure context:
- 2021 Equity Incentive Plan share pool increased (April 29, 2024) and further expansion approved Oct 22, 2025 to 1,011,627 shares with an evergreen from 2027–2046 (≤3% outstanding per year); Say‑on‑Pay also approved Oct 22, 2025 .
- Nasdaq delisting determination Oct 28, 2025; shares now expected to trade OTC as “ADNH” (and “ADNWW” for public warrants) .
Investment Implications
- Pay‑for‑performance alignment: Coffey’s cash comp is salary‑centric with a 100% target bonus but zero payouts in 2022–2024 and a mid‑2024 cash deferral election, indicating constrained realizable cash compensation amidst weak performance and liquidity stress; equity reliance is limited by deeply underwater options and small RSU overhang, reducing near‑term monetization risk but also diluting incentive value .
- Retention and change‑in‑control economics: Standard 1x severance outside CIC and 2x with double‑trigger CIC protection plus accelerated vesting of initial 2021 awards create moderate retention value and potential CIC alignment; non‑compete (1 year) and non‑solicit (18 months) mitigate transition risk .
- Ownership alignment and trading pressure: Beneficial ownership of 40,772 shares (1.24% of outstanding) including options exercisable within 60 days suggests meaningful alignment versus a small float; underwater option strike ($310.80 vs $5.00 at 12/31/24) implies minimal option‑related selling pressure; hedging/pledging prohibitions and ownership guidelines further align interests .
- Governance and dilution watch‑items: 2025 approvals increased the equity plan capacity with a long‑dated evergreen, a potential source of dilution if utilized aggressively; however, NEOs received only initial 2021 grants with no new awards in 2022–2024, tempering near‑term dilution from executive equity .
- Macro context: Continued net losses and extreme negative TSR through 2024, plus an October 2025 Nasdaq delisting determination, elevate execution and financing risk; these factors can impact talent retention, recruitment, and the value of at‑risk compensation .