Dean Fullerton
PLUG POWERAbout Dean Fullerton
Dean C. Fullerton is Plug Power’s Chief Operating Officer, appointed July 29, 2024, with 30+ years in supply chain, logistics engineering, and global operations; he previously spent ~14 years at Amazon, leading Global Engineering & Security Services and Amazon’s Hydrogen Economy team, and earlier held roles at UPS, Tompkins Associates, and Gap Inc. . He holds an MBA from San Diego State University and a BS in Business Management from the University of Redlands; age 57 as of the 2025 proxy, and he joined Plug in August 2024 . Compensation emphasizes at‑risk pay: 2024 annual bonus paid 0% company‑wide (except guaranteed bonuses), 2024 options were underwater as of April 30, 2025, and the Compensation Committee waived the $7.50 stock‑price hurdle for performance options on April 21, 2025 to address retention . Governance policies include no hedging/pledging, robust ownership guidelines, clawback policy, and no excise tax gross‑ups (modified cutback applies) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon | Vice President, Global Engineering & Security Services; previously VP North America Engineering Services | ~14 years | Led global engineering services, operations engineering, analytics, reliability/maintenance, global security, real estate transactions, procurement; led Amazon’s Hydrogen Economy team; National Safety Council Green Cross Safety Innovation Award |
| Gap Inc. | Senior Director, North America Engineering & Maintenance | ~2 years | Led engineering and maintenance across North America |
| Tompkins Associates | Principal/Director (Supply chain & logistics engineering consulting) | ~8 years | Led consulting engagements in supply chain/logistics engineering |
| United Parcel Service (UPS) | Industrial Engineering Manager | ~13 years | Operations/industrial engineering leadership |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annual Base Salary ($) | 550,000 | Rate in effect; first year at Plug |
| Salary Actually Paid ($) | 232,693 | Pro‑rated from August 2024 start; footnote clarifies annual rate $550,000 |
| Target Bonus (%) of Salary | 100% | Annual bonus program target equals base salary; 2024 bonus guaranteed by employment agreement |
| 2024 Actual Bonus Paid ($) | 550,000 | Guaranteed per employment agreement |
| Signing Bonus ($) | 275,000 | Subject to full/prorated repayment if departure <2 years |
| All Other Compensation ($) | 1,582 | Company contributions for insurance/benefits |
| 2024 Total Compensation ($) | 2,024,275 | Proxy SCT total |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Bonus | — | $550,000 | $550,000 | 100% (Guaranteed) | Paid for FY2024; plan earned 0% overall for others |
2024 Long‑Term Equity Awards (Options)
| Element | Grant Date | Shares | Exercise Price ($) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Performance Stock Options (PSOs) | 7/31/2024 | 500,000 | 2.47 | Initially required $7.50 VWAP for any 30 consecutive trading days by 4/30/2025; hurdle waived 4/21/2025; now time‑based vesting in 3 equal annual installments | 820,000 |
| Time‑Based Stock Options | 7/31/2024 | 500,000 | 2.47 | Time‑based vesting in 3 equal annual installments following grant date | 145,000 |
| Option Expiration | — | — | — | All 7/31/2024 options expire 7/31/2034 | — |
- 2024 option awards were underwater as of April 30, 2025 .
- 2024 named executive officer option awards for Fullerton total 1,000,000 shares (500k PSOs + 500k time‑based) .
2024 Compensation Mix (from Proxy SCT)
| Component | Amount ($) |
|---|---|
| Salary | 232,693 |
| Bonus | 825,000 (includes $275,000 signing + $550,000 guaranteed target bonus) |
| Option Awards (Grant‑date FV) | 965,000 |
| All Other Compensation | 1,582 |
| Total | 2,024,275 |
Equity Ownership & Alignment
Beneficial Ownership (as of June 9, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Dean C. Fullerton | 343,814 | <1% (*) |
- Company policy prohibits hedging or pledging of equity; robust stock ownership guidelines and a clawback policy apply to cash and equity incentive compensation .
- As of December 31, 2024: Fullerton had no exercisable options; 500,000 unexercisable time‑based options; 500,000 unearned PSOs (later subject to time‑based vesting after hurdle waiver) .
Outstanding Equity Detail (as of 12/31/2024)
| Type | Exercisable (#) | Unexercisable (#) | Unearned PSOs (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Options (7/31/2024 grant) | — | 500,000 | 500,000 | 2.47 | 7/31/2034 |
Employment Terms
Key Agreement Provisions
- Employment start/appointment: July 29, 2024; at‑will employment .
- Base salary: $550,000; eligible for upward increases per annual review .
- Annual bonus: target = 100% of base; 2024 bonus guaranteed .
- Sign‑on bonus: $275,000; full/prorated repayment if departure before 2 years (except RIF) .
- Equity: 1,000,000 stock options at $2.47 exercise price; 50% PSOs (initial $7.50 hurdle by 4/30/2025, waived 4/21/2025), 50% time‑based; vest in three equal annual installments .
- Non‑compete, confidentiality, and non‑solicit agreement required .
- Governing law: California .
Severance (Non‑Change in Control)
| Trigger | Cash Severance | Equity | Health Benefits | Other |
|---|---|---|---|---|
| Termination without Cause | Lump sum equal to 1x then‑current base salary | Vested options exercisable for 12 months | Lump sum or monthly subsidy equal to 12× Company share of monthly premium | Subject to general release; confidentiality compliance |
| Modeled value at 12/31/2024 | $567,815 (approximate, includes salary, benefits, accelerated vesting per disclosure methodology) | Included in modeled value | Included | No gross‑ups; modified cutback not applicable outside CIC |
Severance (Double‑Trigger Change in Control)
| Trigger | Cash Severance | Equity | Health Benefits | Tax Treatment |
|---|---|---|---|---|
| Terminated without Cause or resigns for Good Reason within 12 months of CIC | 100% of the greater of: (i) average base salary over prior 3 fiscal years (or salary immediately prior to CIC if higher) + (ii) average annual bonus over prior 3 fiscal years (or last fiscal year bonus if higher) | Accelerated vesting equal to what would vest over 12 months post‑termination | Lump sum or monthly subsidy equal to 12× Company share of monthly premium | Modified cutback; no excise tax gross‑ups |
| Modeled value at 12/31/2024 | $562,527 (approximate) | Included in modeled value | Included | Modified cutback (no gross‑up) |
Performance & Track Record
- Led global operations engineering, reliability, security, procurement, and real estate at Amazon; spearheaded Hydrogen Economy initiatives; recipient of National Safety Council’s Green Cross Safety Innovation Award .
- Company compensation outcomes: 2024 annual bonus paid 0% for NEOs (except guaranteed arrangements), reflecting stringent performance thresholds; options granted in 2024 were underwater as of April 30, 2025; PSO hurdle waived on April 21, 2025 to address retention concerns amid market conditions .
Compensation Structure Analysis
- Year‑over‑year cash vs equity: 2024 mix skewed to equity via options ($965k grant‑date FV) with guaranteed cash bonus and sign‑on bonus to address recruitment/retention .
- Shift to options: 2024 long‑term awards for NEOs delivered entirely in options (50% PSOs, 50% time‑based); PSO hurdle waiver reduces performance linkage, increasing retention orientation (red flag for pay‑for‑performance purity) .
- Discretionary/guaranteed pay: Guaranteed target bonuses and sign‑on bonus for Fullerton; committee actions responsive to investor feedback about underwater awards and retention risk .
- No option repricing: Committee waived performance hurdle but did not change exercise prices; company prohibits re‑pricing without shareholder approval .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~78.3% support; investor outreach revealed concerns about underwater equity and consecutive zero bonus payouts, prompting retention awards and waiver of PSO hurdle in 2025 .
Equity Ownership & Policies
- Hedging/pledging: Not permitted; clawback applies to cash and equity; robust ownership guidelines maintained (details not specified) .
Investment Implications
- Retention vs performance: Waiver of the $7.50 PSO hurdle (4/21/2025) increases the probability of time‑based vesting and reduces direct stock‑price performance linkage—supportive of retention but dilutive to pay‑for‑performance purity; monitor vesting anniversaries for potential Form 4 activity .
- Near‑term selling pressure: 2024 options were underwater as of April 30, 2025, reducing immediate exercise/sale pressure; however, three‑year vesting creates predictable supply overhang each anniversary of 7/31/2024 grant .
- Alignment: Beneficial ownership of 343,814 shares is <1% of outstanding; policies prohibit hedging/pledging and include clawback, supporting alignment, but ownership magnitude is modest versus options‑based exposure .
- Downside protection and CIC economics: Non‑CIC severance at 1x salary and double‑trigger CIC cash based on average salary+bonus (with modified cutback, no gross‑ups) balance retention with shareholder protections; modeled values at 12/31/2024 were ~$568k (non‑CIC) and ~$563k (CIC), indicating moderate severance exposure .
- Trading signals: Guaranteed 2024 bonus and sign‑on cash boost near‑term income; option vesting cadence and PSO waiver increase the likelihood of time‑based vest‑to‑exercise windows; monitor for policy‑driven modifications and future equity grants as confidence indicators .