Andrew Marsh
PLUG POWERAbout Andrew Marsh
Andrew J. Marsh, age 69, has served as Plug’s CEO since April 2008 and as a director since 2008; effective Oct 10, 2025 he was appointed Executive Chair and will remain CEO until March 2026, when Jose Luis Crespo becomes CEO, with George McNamee named Lead Director to enhance independent oversight . He holds a B.S. (Temple), M.S. in Electrical Engineering (Duke), and an MBA (Southern Methodist), previously co-founding Valere Power (CEO) and spending ~18 years at Lucent Bell Labs . 2024 results tied to compensation showed revenue of $629 million and GAAP net loss of $(2,105) million; Plug’s TSR value in the SEC “Pay vs. Performance” table was $67 (from a $100 baseline in 2019), underscoring pay-for-performance tension . Say‑on‑pay support in 2024 was 78.3% as the board engaged on retention concerns and underwater awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plug Power Inc. | Chief Executive Officer; Director | 2008–present | Led transition to integrated hydrogen ecosystem; long-tenured CEO during scale-up of electrolyzers and hydrogen supply . |
| Valere Power | Co-founder, CEO, Director | 2001–2007 | Scaled to >$90M revenue in DC power; achieved profitable global ops; sold to Eltek ASA . |
| Lucent Bell Laboratories | Sales & Technical Management | ~1983–2001 | Various leadership roles across sales/engineering in telecom equipment . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gevo, Inc. (public) | Director | Current | Renewable chemicals/advanced biofuels board seat . |
| Fuel Cell & Hydrogen Energy Association | Former Chairman | Historical | Industry advocacy leadership . |
| DOE Hydrogen & Fuel Cell Technical Advisory Committee (HTAC) | Committee Member | Historical | Advisory to DOE hydrogen program (committee disbanded Jan 2021) . |
| Hydrogen Council | Supporting Member representative | Ongoing | Global hydrogen industry initiative participation . |
Fixed Compensation
- 2024 base salary: $800,000 (up 6.7% vs. 2023’s $750,000) .
- 2024 total reported compensation: $2,240,079 (Salary $783,654; Option Awards $1,612,500; Other comp $23,925; no bonus) .
- 2024 say‑on‑pay support: 78.3%; board cited concerns on retention given underwater equity and consecutive zero bonuses .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 750,000 | 783,654 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | 6,485,000 | 1,612,500 |
| All Other Comp ($) | 16,555 | 17,805 | 23,925 |
| Total ($) | 766,555 | 7,252,805 | 2,240,079 |
Performance Compensation
Annual bonus framework (Target = 100% of salary; 50% threshold; 150% max). For 2024, all named executives (including the CEO) earned 0% given underperformance on six weighted metrics .
| 2024 Metric | Weight | Threshold | Target | Stretch | Actual | Payout |
|---|---|---|---|---|---|---|
| Q4 Gross Margin | 20% | -5% | 0% | 5% | -122% | 0% |
| Cash Usage | 20% | $750M | $725–675M | $650M | $977M | 0% |
| Revenue | 15% | $900M | $950M–$1.05B | $1.1B | $629M | 0% |
| Bookings | 15% | $800M | $1.05–$1.3B | $1.5B | $408M | 0% |
| Inventory | 10% | $800M | $750–$675M | $650M | $855M | 0% |
| Plant Construction & Investment | 20% | Confidential targets | Confidential | Confidential | Confidential | 0% |
Equity awards and vesting:
- 2024 grants to CEO: 750,000 Performance Stock Options (PSOs) and 750,000 time-based options (TBOs), both at $2.41 exercise price; 3-year equal annual vesting .
- PSO hurdle originally required 30-day VWAP ≥ $7.50 by Apr 30, 2025; as of Dec 31, 2024 not earned and all 2024 options were underwater. On Apr 21, 2025, the Compensation Committee waived the price hurdle for PSOs held by Marsh (and two others), converting them to time-based vesting (no change to strike). PSOs for two other executives were forfeited in full .
- CEO 2024 cash bonus: $0 (target $800,000; 0% payout) .
| CEO 2024 Equity Awards | Grant Date | Type | Shares | Exercise Price | Vesting |
|---|---|---|---|---|---|
| Annual Equity | 4/26/2024 | Time-based Options | 750,000 | $2.41 | 1/3 on each of the first three anniversaries . |
| Annual Equity | 4/26/2024 | PSOs | 750,000 | $2.41 | Performance hurdle waived 4/21/2025; now time-based over 3 years . |
Program design notes:
- 2024 long-term equity was 100% options (50% PSOs / 50% time-based). All 2024 options were underwater as of Apr 30, 2025, prompting the hurdle waiver for select officers to address retention risk; this weakens strict pay-for-performance but addresses continuity concerns during a stressed cycle .
- CEO elected to take 50% of his 2025 base salary and annual cash bonus in stock, a positive alignment signal investors requested .
Equity Ownership & Alignment
- Beneficial ownership: 3,874,606 shares (includes 2,983,334 options exercisable); <1% of shares outstanding (7.67% top holder: Norges Bank). All directors and executives as a group hold ~1.41% .
- Stock ownership guidelines: CEO 5x salary; officers/directors largely in compliance as of Dec 31, 2024 (except one officer, not the CEO) .
- Hedging/pledging: Prohibited (including short sales, derivatives, and pledging/margin) under the Insider Trading Policy—reduces misalignment/forced sale risk .
- Clawback: Nasdaq-compliant policy adopted Oct 2, 2023; applies to cash and equity incentive compensation upon restatement regardless of misconduct .
| Ownership Detail | Value |
|---|---|
| CEO Beneficial Ownership (incl. options) | 3,874,606 shares; <1% of outstanding |
| Ownership Guidelines | CEO 5x salary; in compliance as of 12/31/24 |
| Hedging/Pledging | Prohibited |
Vesting/calendar and selling pressure:
- 2024 CEO options: 250k TBOs vest annually on 4/26/2025, 4/26/2026, 4/26/2027; 250k PSOs (now time-based) vest on the same cadence, creating incremental potential option exercises starting 2025 if in-the-money; underwater status as of 4/30/2025 muted near-term exercise pressure .
Employment Terms
- Agreement: Auto-renewing one-year term .
- Termination without cause: Lump-sum 1x base salary + 1x prior-year bonus; 12 months of equity vesting acceleration (as if employed one additional year) and 12 months health benefits .
- Change-in-control (CIC) double-trigger (within 12 months): Lump-sum 3x (salary + three-year average bonus or prior year if higher); 12 months equity vest acceleration; 12 months health benefits .
- Illustrative values as of Dec 31, 2024:
- Without cause (non‑CIC): ~$926,330 .
- CIC termination: ~$3,101,138 (modified cutback; no excise tax gross-ups) .
| Provision | CEO Terms |
|---|---|
| Base; Target Bonus | $800,000 base; 100% target bonus |
| Severance (no-cause) | 1x base + 1x prior-year bonus; 12 months vesting acceleration; 12 months benefits |
| CIC (double-trigger) | 3x (base + avg/prior bonus); 12 months vesting acceleration; 12 months benefits; modified cutback; no gross-ups |
| Example Value (12/31/24) | Non‑CIC: ~$926k; CIC: ~$3.10M |
Board Governance and Director Service
- Board service: Class I director (term to 2027); not a member of board committees .
- Leadership structure at June 2025: Independent Chair (George C. McNamee) separate from CEO; board cites benefits of split roles .
- Leadership transition Oct 10, 2025: Marsh appointed Executive Chair; Lead Director (McNamee) designated; Crespo to become CEO upon 2025 10‑K filing (expected March 2026). Executive Chair is not independent; Lead Director role and committee independence mitigate concentration of power .
- Board meetings/attendance: 16 meetings in 2024; all directors ≥75% attendance .
- Director compensation: Employee directors (incl. CEO) receive no extra pay for board service .
- Voting mechanics note: Company issued one share of Series F Mirroring Preferred Stock to Marsh solely to mirror common vote proportion for Reverse Split proposal; redeemed promptly after vote—mechanism does not override common holders who vote .
Compensation Structure Analysis
- Mix and shifts: 2024 equity was entirely options (50% PSOs/50% time-based), reducing near-term share issuance versus RSUs but increasing reliance on stock price recovery; waiver converting CEO PSOs to time-based (April 2025) increases probability of vesting without a price hurdle—retention positive but weakens pay-for-performance stringency .
- Cash vs equity: Base rose 6.7% after several years flat; no 2024 bonus to CEO (0% plan payout), keeping cash low; CEO committed to take 50% of 2025 base and bonus in shares—alignment signal responsive to investor feedback .
- Clawback/No hedging/No pledging/No gross‑ups: Governance-friendly protections in place .
- Peer benchmarking: Committee references a small renewable/clean-tech comparator set; uses judgment rather than strict percentile targeting; engages independent consultant FW Cook .
Performance & Track Record
- Company performance context relevant to pay: 2024 revenue $629M, GAAP net income $(2,105)M; TSR value in “Pay vs Performance” fell to $67 against a $100 baseline (since 2019)—aligns with 0% annual bonus payout to CEO .
- Strategic actions: 2025–2026 succession announced to transition CEO role to Crespo with Marsh as Executive Chair, emphasizing continuity and execution focus; public communications highlighted profitability and margin goals under the new leadership alignment .
Director (Board) Compensation (Context)
- Non-employee director pay includes cash and equity retainers; committee chair/membership fees disclosed. CEO receives no additional director compensation .
- Board independence: Majority independent; Audit, Compensation, and Governance committees fully independent .
Say‑on‑Pay & Shareholder Feedback
- Support: 78.3% approval in 2024; outreach to investors surfaced retention/underwater equity concerns and desire for CEO direct stock investment—addressed via retention actions (non‑CEO) and CEO’s 2025 stock election; PSO hurdle waiver (CEO and two NEOs) also executed in April 2025 to mitigate retention risk .
Risk Indicators & Red Flags
- Underperformance vs incentive plan (0% payout) and TSR decline—aligns outcomes with results .
- PSO hurdle waiver for CEO weakens pay rigor; however, all 2024 options were underwater as of April 30, 2025, limiting immediate monetization and supporting retention rationale .
- Strong guardrails: No hedging/pledging, robust clawback, no excise tax gross-ups .
- Governance optics: Executive Chair role (from Oct 2025) reduces independence at the chair; Lead Director designation partially mitigates .
Investment Implications
- Alignment: 0% bonus outcome and underwater options demonstrate downside alignment; CEO’s 2025 stock election is a positive signal. The PSO hurdle waiver, however, introduces time-based vesting for a large award, diluting strict performance linkage; investors may monitor future grant structures and hurdle rigor .
- Retention vs dilution: Converting PSOs to time-based aids retention amid a stressed cycle; if shares recover above strikes, 2024 grants could become valuable with staggered vesting starting 2025—watch for potential selling windows and exercise behavior .
- Governance: Transition to Executive Chair with a Lead Director balances continuity with oversight; sustained independent committee leadership and continuing say-on-pay responsiveness will be key during the CEO transition phase (through March 2026) .
- Risk watchlist: Execution on margin/cash metrics embedded in annual bonuses, capital needs (authorized share increases/reverse split flexibility), and any further equity plan usage will influence compensation alignment and potential dilution overhang .