Gary Willis
PLUG POWERAbout Gary K. Willis
Independent Class III director of Plug Power Inc. since 2003 (age 79). Former President (1992–1999) and CEO (1993–1999) of Zygo Corporation; previously President & CEO of The Foxboro Company. Holds a B.S. in Mechanical Engineering from Worcester Polytechnic Institute. Determined independent under Nasdaq rules and currently serves on multiple Plug committees, chairing the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zygo Corporation | President | 1992–1999 | Led operations and growth in metrology/optics markets |
| Zygo Corporation | Chief Executive Officer | 1993–1999 | Strategic leadership during late-1990s cycle |
| Zygo Corporation | Director | 1992–2000; 2004–2014 | Chairman 1998–2000; post-2014 acquired by AMETEK |
| The Foxboro Company | President & CEO | Not disclosed | Led process control instrumentation firm |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Zygo Corporation | Public (acquired) | Director; Chairman | 1992–2000 (Chair 1998–2000); 2004–2014 | Acquired by AMETEK in 2014 |
| Other current public company boards | Public | — | — | None disclosed in proxy |
Board Governance
- Independence and tenure: Independent director (Nasdaq Rule 5605) with service since 2003 .
- Current Plug committee assignments: Audit; Compensation (Chair); Corporate Governance & Nominating; Regulatory Affairs; Strategy & Financing .
- Meeting cadence and attendance: Board held 16 meetings in FY2024; each director attended at least 75% of Board and assigned committee meetings. Committee meetings in FY2024: Audit (4), Compensation (6), Corporate Governance & Nominating (5), Strategy & Financing (2), Regulatory Affairs (2) .
- Board leadership: Independent Chairman (George C. McNamee) separate from CEO; structure reviewed annually .
Fixed Compensation (Director Pay)
| Component (FY2024) | Willis Amount |
|---|---|
| Fees earned/paid (director + committee retainers) | $130,000 (elected to receive in stock) |
| Annual board retainer policy | $60,000 for directors; $125,000 for Chair |
| Committee retainers policy | Audit Chair $25,000 / Member $20,000; Compensation Chair $20,000 / Member $10,000; Corporate Governance & Nominating Chair $15,000 / Member $10,000; Strategy & Financing Chair $15,000 / Member $10,000; Regulatory Affairs Chair $15,000 / Member $10,000 |
Notes:
- Retainers paid 50% cash / 50% stock by default; directors may elect higher stock mix; stock issued is fully vested at issuance .
Performance Compensation (Director Equity and Vesting)
| Equity Element | Structure | Vesting |
|---|---|---|
| Initial option grant (upon joining board) | Non-qualified options sized to $225,000 at grant-date price | Cliff vest on first anniversary; 10-year term |
| Annual grant | Split: Options sized to $112,500 + Restricted Stock sized to $112,500 | Vest in full at first anniversary or next annual meeting ≥50 weeks later; options 10-year term |
| Willis 2024 reported equity compensation | Stock awards $112,500; Option awards $82,599 (grant-date fair value) | As per plan above |
Additional holdings context (as of 12/31/2024):
- Options held by Willis: 219,622 (aggregate count, may include vested/unvested) .
- Restricted stock outstanding for each non-employee director (including Willis): 37,375 shares (as of 12/31/2024) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; Willis was not an employee/officer in 2024 and there were no interlocking relationships requiring disclosure .
- Related party transactions: Company states no related party transactions >$120,000 since 1/1/2024 other than those disclosed; policy requires pre-approval and review for related parties (directors/officers/5% holders and immediate family) .
Expertise & Qualifications
- Mechanical engineering background; extensive CEO/Chair experience in industrial technology (Zygo; Foxboro) .
- Governance: Chairs Plug’s Compensation Committee; serves on Audit, Corporate Governance & Nominating, Regulatory Affairs, and Strategy & Financing committees, reflecting broad oversight across finance, compliance, and strategy .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 781,188 shares (less than 1% of outstanding) |
| Included options | 219,622 shares issuable upon option exercise included in beneficial ownership |
| Restricted stock (as of 12/31/2024) | 37,375 shares (per non-employee director list) |
| Pledging/Hedging | Prohibited by Insider Trading Policy (no pledging, no hedging, no margin) |
| Ownership guidelines | Directors must hold 5x base director fee; as of 12/31/2024, all non-employee directors with ≥5 years’ service were in compliance (includes Willis) |
Governance Assessment
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Strengths:
- Long tenure with deep institutional knowledge and continuity, paired with service across five key committees and chairing the Compensation Committee, indicating high engagement and influence in board effectiveness .
- Independent status, strong attendance culture (≥75% for all directors in FY2024), and separation of Chair/CEO roles support robust oversight .
- Ownership alignment: meaningful equity holdings; compliance with stringent 5x ownership guideline; hedging/pledging prohibited .
-
Watch items / potential red flags:
- As Compensation Committee Chair, Willis oversaw 2025 pay actions that waived performance price hurdles on 2024 performance stock options (PSOs) for CEO and two executives, converting them to time-based vesting “in light of market conditions” and retention needs. While retention rationale is stated, investors may view this as weakening pay-for-performance rigor; offsetting context includes zero 2024 bonus payouts for most NEOs and underwater options at 4/30/2025 .
- Say-on-pay support in 2024 was 78.3%—a passing result but below typical large-cap medians—indicating notable shareholder scrutiny of compensation practices; Compensation Committee cited investor outreach and retention concerns as drivers of adjustments .
-
Conflicts/related-party:
- No related-party transactions disclosed; interlocks absent; strong related-party review policy in place .
-
Shareholder alignment signals:
- Director pay structure mixes retainers with annual equity (options + RS) and allows election to take retainers in stock; Willis elected equity for his fees in 2024, increasing alignment with shareholders .
Overall: Willis brings seasoned operator and board leadership experience to Plug’s board and exerts significant influence as Compensation Committee Chair. The 2025 waiver of PSO hurdles is a key governance focal point for investors evaluating pay-for-performance discipline versus acute retention priorities amidst operational and stock volatility .