George McNamee
PLUG POWERAbout George C. McNamee
George C. McNamee, age 78, has served on Plug Power’s board since 1997 and as Chairman since 1997. He is an independent director under Nasdaq rules, with a background in investment banking and extensive public-company board leadership experience; he holds a B.A. from Yale University . His tenure includes leading board special committees, chairing audit committees, and presiding over executive sessions of independent directors as part of Plug’s separated Chair/CEO structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Albany Companies Inc. | Chairman | Not disclosed | Led through technological change and crisis management |
| FA Tech Ventures | Managing Partner | Not disclosed | Information and energy technology venture capital leadership |
| New York Stock Exchange | Director; Chair of NYSE Foundation | 1999–2004 | Governance leadership at market infrastructure institution |
| Group of Thirty | Chair, Clearance & Settlement Reform Committee | Post-1987 | Led post-crash systemic reform effort |
| The Albany Academies | Trustee/Director | Not disclosed | Civic governance involvement |
| Albany Medical Center | Finance Committee Chair | 12 years | Chaired finance oversight |
| MapInfo (now Pitney Bowes) | Early-stage investor/director/mentor | Not disclosed | Guided company to public markets |
| META Group (now Gartner Group) | Early-stage investor/director/mentor | Not disclosed | Guided company to public markets |
| iRobot Corporation | Director; Lead Director | Director 1999–2016; Lead Director 11 years | Board leadership at a major robotics firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HyVia (Plug JV with Renault SAS) | Director | Jul 2021–Oct 2024 | Received $12,500 per quarter for service |
| Yale University | Sterling Fellow | Not disclosed | Recognition of contributions |
| American Friends of Eton College | Trustee | Not disclosed | Educational non-profit governance |
| Several private companies | Director | Not disclosed | Ongoing private company board roles |
Board Governance
| Committee | Role | Chair? | FY2024 Meetings |
|---|---|---|---|
| Compensation Committee | Member | No (Chair: Gary K. Willis) | 6 |
| Corporate Governance & Nominating Committee | Member | No (Chair: Maureen O. Helmer) | 5 |
| Strategy & Financing Committee | Member | No (Chair: Gregory L. Kenausis) | 2 |
| Regulatory Affairs Committee | Member | No (Chair: Maureen O. Helmer) | 2 |
- Independence: Board determined McNamee is independent under Nasdaq rules .
- Attendance: In FY2024, each director attended at least 75% of aggregate Board and committee meetings; eight of nine directors attended the 2024 annual meeting .
- Board leadership: Plug separates the Chair and CEO; McNamee sets Board agendas, presides over Board meetings and executive sessions of independent directors .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 205,000 | Chairman annual retainer is $125,000; Board member retainer $60,000; committee fee schedule below |
| Committee Fee Schedule (policy) | — | Audit: Chair $25,000; Member $20,000. Compensation: Chair $20,000; Member $10,000. Corporate Governance: Chair $15,000; Member $10,000. Strategy & Financing: Chair $15,000; Member $10,000. Regulatory Affairs: Chair $15,000; Member $10,000 |
| Retainer Mix Policy | — | Total retainer paid 50% cash/50% stock by default; directors may elect up to 100% stock or up to 80% cash |
| Election to take retainer in stock | 128,126 | McNamee elected to receive $128,126 of retainers in common stock in lieu of cash |
Performance Compensation
| Equity Component (FY2024) | Grant Date Fair Value ($) | Shares/Units | Vesting / Terms |
|---|---|---|---|
| Annual Restricted Stock | 112,500 | Notional shares based on grant-date price | Vests in full upon earlier of first anniversary or next annual meeting ≥50 weeks after prior annual meeting; accelerates at Sale Event |
| Annual Stock Options | 82,599 | Options; number set by $112,500/price policy for annual grants | 10-year term; strike at grant-date fair market value; vests on same annual schedule; accelerates at Sale Event |
| Options held (12/31/2024) | — | 149,622 | Outstanding options to purchase common stock |
| Restricted stock held (12/31/2024) | — | 37,375 | Restricted shares held at year-end |
- Initial director equity policy: $225,000 initial non-qualified option grant upon appointment; vests on first anniversary; 10-year term; strike at fair market value; accelerates at Sale Event .
Other Directorships & Interlocks
| Company/Entity | Type | Overlap/Interlock |
|---|---|---|
| iRobot Corporation | Prior public board (Lead Director) | Colin Angle (former iRobot CEO) joined Plug’s board in Aug 2024; shared historical network, not concurrent interlock |
| HyVia JV (Renault SAS) | JV board | McNamee served until Oct 2024; received $12,500 per quarter |
| Mechanical Technology Inc.; Home Shopping Network | Prior public boards | Historical service; enhances governance/industry exposure |
Expertise & Qualifications
- Investment banking background with broad exposure to financing and M&A; seasoned public-company board leadership including chairing audit committees and leading special committees .
- Strategic oversight at market institutions (NYSE director; chaired NYSE Foundation) and systemic market reforms (post-1987 Group of Thirty) .
- Recognized by Yale Science and Engineering Association; extensive civic and educational governance roles .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| George C. McNamee | 1,165,923 | <1% | Includes 149,622 options exercisable within 60 days; 300,000 shares in family trust; 191 spouse; 315 children |
- Ownership guidelines: Directors targeted to 5x base director’s fee; as of 12/31/2024, all non-employee directors with ≥5 years’ service (incl. McNamee) complied with guidelines .
- Hedging/pledging: Company policy prohibits hedging and pledging of Plug stock by directors and officers .
Governance Assessment
- Election signal: McNamee was re-elected Class II director in 2025; however, his withhold votes (51,979,683) exceeded those of other Class II nominees (Bonney: 37,175,711; Kenausis: 38,270,886), signaling some shareholder concern with long-tenured leadership and/or committee actions .
- Say-on-pay: 2024 support was ~78.3%; 2025 advisory vote passed (For: 219,177,523; Against: 55,316,977; Abstain: 9,456,106), indicating continued but scrutinized investor support for compensation .
- Compensation committee oversight: As a Compensation Committee member, McNamee participated during a period when the committee waived the stock-price vesting hurdle on 2024 PSOs for the CEO and two officers (April 21, 2025) to address retention and market conditions—an investor-sensitive action that reduces performance linkage and may be viewed as a governance red flag if not well justified .
- Related-party transactions: Company reports no related-party transactions >$120,000 since Jan 1, 2024 beyond disclosures; McNamee’s HyVia JV fees are disclosed; no loans or pledging reported—lower conflict risk .
- Board structure: Separation of Chair/CEO roles with McNamee as independent Chairman is positive for oversight; he presides over executive sessions of independent directors, enhancing board effectiveness .
- Attendance: Meets engagement thresholds (≥75% attendance across Board/committees in FY2024); policy expects annual meeting attendance, with 8 of 9 directors attending in 2024 .
RED FLAGS
- Waiver of performance-based vesting on executive PSOs in 2025 reduces pay-for-performance rigor .
- Elevated withhold votes on McNamee’s re-election versus peers may indicate investor appetite for refreshment or concerns about compensation oversight .
Positive Signals
- Independent Chair with long governance experience; strong committee coverage (Compensation, Governance, Strategy, Regulatory) .
- Ownership guideline compliance and prohibition on hedging/pledging support alignment .
Director Compensation (FY2024 summary)
| Metric | Amount ($) |
|---|---|
| Total Compensation | 400,099 |
| Cash Fees | 205,000 |
| Stock Awards (annual RS) | 112,500 |
| Option Awards (annual options) | 82,599 |
| Additional fees (HyVia JV) | $12,500 per quarter (JV board service) |
Voting Outcomes (2025 Annual Meeting)
| Proposal | Outcome | For | Against | Abstain | Notes |
|---|---|---|---|---|---|
| Elect Class II Directors (incl. McNamee) | Elected | McNamee: 231,970,923 | 51,979,683 | — | Broker non-votes: 209,615,406 |
| Reverse Stock Split | Approved | 27,023,485,874 | 17,749,292,789 | 720,787,349 | Includes Series F Preferred mirroring votes |
| Authorized Share Increase | Not approved (did not meet outstanding majority) | 415,854,005 | 69,496,674 | 8,215,333 | Failed “shares outstanding” threshold |
| Officer Exculpation | Not approved (did not meet outstanding majority) | 236,380,667 | 41,166,963 | 6,402,976 | Indicates governance sensitivity |
| 2021 Plan Share Increase | Approved | 230,914,326 | 46,760,977 | 6,275,303 | Equity pool expansion |
| Say-on-Pay | Approved | 219,177,523 | 55,316,977 | 9,456,106 | Advisory approval |
Equity Ownership Details (as of June 9, 2025)
| Component | Shares |
|---|---|
| Total beneficial ownership | 1,165,923 |
| Options included (exercisable ≤60 days) | 149,622 |
| Family trust | 300,000 |
| Spouse | 191 |
| Children | 315 |
| Ownership as % of outstanding | <1% |
Compensation Committee Analysis (context for oversight)
- Independent consultant FW Cook; market-competitive review without formulaic percentile targeting; comparator set focused on renewables and adjacent tech (BE, FSLR, SPWR, GTLS, FCEL, RUN, ENPH, SEDG, WOLF) .
- 2024 consolidated annual bonus paid 0% to most NEOs based on performance shortfalls (e.g., revenue $629m vs $950m–$1.05b target; cash usage $977m vs $675m–$725m target), reflecting rigor; CFO/COO had guaranteed bonuses under employment agreements .
- 2024 executive options were underwater as of April 30, 2025; committee waived PSO stock-price hurdle for CEO/COO/GC to address retention—controversial but disclosed .
Governance Notes & Policies
- Stock ownership guidelines: 5x for directors; compliance by long-tenured directors .
- Insider Trading Policy: prohibits hedging, short sales, pledging, margin purchases, and certain donations; strengthens alignment .
- Clawback: Nasdaq-compliant compensation recovery policy for restatements covering 3 fiscal years; applies to cash and equity .
Conclusion
McNamee brings deep governance and capital markets expertise as independent Chairman, with broad committee engagement and strong attendance, supporting board effectiveness . Investor signals to monitor include elevated withhold votes on his re-election and the Compensation Committee’s 2025 waiver of PSO hurdles for select executives, which may draw scrutiny on pay-for-performance alignment . Overall alignment is supported by ownership guideline compliance and robust anti-hedging/pledging policies .