Colin Angle
PLUG POWERAbout Colin Angle
Colin Angle (age 57) is an independent Class III director of Plug Power, appointed in August 2024, with a term continuing to the 2026 Annual Meeting. He co‑founded iRobot Corporation, serving as CEO (1997–Jan 2024) and chair (2008–Jan 2024), and previously worked at NASA’s JPL on behavior‑controlled rovers that led to Sojourner on Mars in 1997. He holds a B.S. in Electrical Engineering and an M.S. in Computer Science from MIT and currently serves as a director of private biotech company Ixcela, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iRobot Corporation | Chief Executive Officer | Jun 1997 – Jan 2024 | Co‑founder; led company growth and product commercialization |
| iRobot Corporation | Chairman of the Board | Oct 2008 – Jan 2024 | Board leadership during scaling phase |
| iRobot Corporation | Director | Oct 1992 – May 2024 | Long‑standing director through public company evolution |
| NASA Jet Propulsion Laboratory (JPL) | Engineer (behavior‑controlled rovers) | Contributed to 1997 Sojourner mission | Advanced robotics and autonomy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ixcela, Inc. (private) | Director | Not disclosed | Biotech company focusing on gut health |
Board Governance
- Committee memberships: Compensation Committee member; Strategy and Financing Committee member (independent) .
- Independence: The Board determined Angle is independent under Nasdaq Rules .
- Board meetings and attendance: The Board held 16 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings . Compensation Committee held 6 meetings; Strategy & Financing Committee held 2 meetings in FY2024 .
- Annual meeting attendance policy: All directors are expected to attend; 8 of 9 directors attended the 2024 annual meeting .
- Leadership: Separate Chair (George C. McNamee) and CEO roles maintained; independent oversight structure .
- Compliance/ethics: Code of Conduct; Insider Trading Policy prohibits hedging/pledging/margin; robust governance guidelines .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 25,576 | Portion elected in stock: $12,788 |
| Stock Awards | — | No FY2024 director stock award disclosed for Angle |
| Option Awards (grant‑date fair value) | 167,987 | Initial option award per Director Plan; 10‑year term |
| Total | 193,563 | Sum of above |
Director fee schedule (context for Board service): Annual Board retainer $60,000; Chair retainer $125,000; committee retainers: Audit Chair $25k/Member $20k; Compensation Chair $20k/Member $10k; Corporate Governance Chair $15k/Member $10k; Strategy & Financing Chair $15k/Member $10k; Regulatory Affairs Chair $15k/Member $10k. Retainers paid 50% cash / 50% stock by default (director can elect different mix) .
Performance Compensation
| Equity Award Term | Detail |
|---|---|
| Grant date | Aug 16, 2024 (initial non‑employee director option award) |
| Instrument | Non‑qualified stock options |
| Options outstanding at 12/31/2024 | 101,810 options |
| Exercise price | Fair market value on grant date (per plan) |
| Vesting | Vests in full on first anniversary of grant date (subject to continued service) |
| Expiration | 10 years from grant |
Note: The proxy discloses options outstanding at year‑end (101,810) but does not specify the exact number granted on Aug 16, 2024 in the delinquent filing section; the option terms follow the Director Compensation Plan .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Interlocks |
|---|---|---|---|
| iRobot Corporation | Public | CEO, Chair, Director (past) | No compensation committee interlocks disclosed at PLUG in 2024 |
| Ixcela, Inc. | Private | Director | N/A |
- Compensation Committee interlocks: PLUG discloses none for 2024; Angle and other members were independent non‑employees .
Expertise & Qualifications
- Technical/operating: Robotics and autonomy (NASA JPL Sojourner lineage); decades of product and commercialization leadership at iRobot .
- Board leadership: Former public company CEO and chair; applicable to strategy and oversight at PLUG .
- Education: B.S. Electrical Engineering; M.S. Computer Science, MIT .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 13,309 (less than 1% of outstanding) |
| Options outstanding | 101,810 (as of 12/31/2024) |
| Ownership guidelines | Directors: 5x base director fee; compliance within 5 years of appointment |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Insider Trades and Section 16 Compliance
| Date | Transaction | Security | Quantity | Price/Terms | Filing Notes |
|---|---|---|---|---|---|
| Aug 16, 2024 | Initial director grant | Stock options | Not disclosed in proxy (101,810 options outstanding at YE 2024) | Exercise price = FMV on grant date; 10‑yr term; vests at 1 year | Form 4 was filed late on Aug 22, 2024 |
- Section 16(a) compliance: Company reported late Form 4 for Angle regarding the Aug 16, 2024 option grant; other named late filings listed for select insiders .
Governance Assessment
-
Strengths
- Independent director with deep technology and scaling experience; sits on Strategy & Financing and Compensation committees, aligning expertise with strategic oversight .
- Board and committee activity robust (16 Board meetings; Compensation 6; Strategy & Financing 2); all directors met ≥75% attendance threshold in 2024 .
- Strong policies: prohibitions on hedging/pledging and margin, stock ownership guidelines (5x director fee target), code of conduct and clawback policy in place .
- No related‑party transactions involving directors/officers ≥$120,000 since Jan 1, 2024 (other than as disclosed) .
-
Watch items / potential red flags
- Section 16 timeliness: Angle’s late Form 4 filing for initial option grant (administrative process risk) .
- Compensation Committee decision in Apr 2025 to waive the stock‑price hurdle for 2024 PSOs for certain executives (CEO, COO, GC) shifts pay mix toward time‑based equity; may raise investor concerns about pay‑for‑performance rigor despite underperformance; Angle serves on the committee .
- Say‑on‑pay support at 2024 annual meeting was 78.3%, indicating moderate but not overwhelming shareholder endorsement of executive pay; an area for continued engagement by the Compensation Committee .
-
Shareholder engagement and oversight
- Company engaged with major holders; uses independent consultant (FW Cook) for comp benchmarking; no comp committee interlocks/insider participation disclosed .
Director Compensation Structure (Context)
| Element | Design |
|---|---|
| Initial award (new director) | Non‑qualified stock options equal to $225,000/closing price; vest at 1 year; 10‑year term; FMV exercise price |
| Annual award (after initial year) | Option ($112,500/price) + Restricted Stock ($112,500/price); vest at 1 year or next annual meeting ≥50 weeks later |
| Retainers | Board and committee retainers; default 50% cash/50% stock; director may elect higher stock portion |
Implications: Angle’s 2024 pay was largely equity‑based (options), aligning incentives with shareholder value, with meaningful at‑risk component through vesting/term structure .
Related-Party Transactions (Conflicts Screen)
- Policy requires review/approval; Company reports no related‑party transactions ≥$120,000 since Jan 1, 2024 other than as disclosed; none noted involving Angle .
Say‑on‑Pay & Shareholder Feedback (Context for Comp Committee Work)
| Item | Outcome |
|---|---|
| 2024 Say‑on‑Pay (advisory) | 78.3% approval of votes cast |
| Key investor feedback themes | Concern on underwater equity/zero bonuses; retentive actions taken in 2024–2025 (including waiver of PSO price hurdle for certain executives) |
As a Compensation Committee member, Angle is part of the group directly responsible for addressing shareholder feedback on pay and maintaining alignment with performance .
Summary
Angle brings credible operating and technical expertise and is independent, with equity‑aligned director pay and no disclosed conflicts. Monitoring points for investors include the Compensation Committee’s 2025 waiver of PSO price hurdles for certain executives, and one late Section 16 filing. Overall, his committee assignments (Compensation; Strategy & Financing), independence, and equity ownership structure support governance effectiveness, with continued scrutiny warranted on pay‑for‑performance decisions by the committee .