Gerard Conway
PLUG POWERAbout Gerard Conway
Gerard L. Conway, Jr. (age 60) is Plug Power’s General Counsel, Corporate Secretary, and Executive Vice President. He has served as GC & Corporate Secretary since September 2004, became EVP in March 2009, and previously joined Plug in July 2000 as Associate General Counsel and Director of Government Relations; he is also the company’s Compliance Officer for securities matters and Vice President of Government Affairs since 2005 . Conway holds a BA in English and Philosophy from Colgate University and a JD from Boston University School of Law . Company-level performance context during recent years shows cumulative TSR declining from $1,073 to $67 on a $100 basis (2020→2024), GAAP revenue rising from $502M (2021) to $629M (2024), while GAAP net income remained negative, reflecting execution and financing challenges in the hydrogen buildout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plug Power | Associate General Counsel & Director of Government Relations | 2000–2004 | Built government relations capability; supported legal, contracts, alliances |
| Plug Power | General Counsel & Corporate Secretary | 2004–present | Led corporate/securities, contracts, IP; corporate governance and compliance |
| Plug Power | Executive Vice President | 2009–present | Senior leadership; cross-functional oversight of legal, compliance |
| Plug Power | Vice President, Government Affairs | 2005–present | Advocacy on energy policies/regulations US and international |
| Featherstonhaugh, Conway, Wiley & Clyne, LLP | Associate (Gov’t relations, business/corporate law) | ~1996–2000 | External legal experience; government relations specialization |
External Roles
No external board roles disclosed for Conway. He is Plug’s Compliance Officer for securities matters, an internal role .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 426,923 (paid) / $440,000 rate |
| Target Bonus (% of Base) | Not disclosed | Not disclosed | 100% of base; threshold $286,000, target $440,000, max $594,000 |
| Annual Bonus Paid ($) | — | 150,000 | 0 (annual plan payout) |
| Retention Bonus ($) | — | — | 110,000 (cash) |
Notes:
- Plug’s 2024 annual bonus framework set threshold at 50% base, target 100%, maximum 150%; Conway’s plan-based thresholds per proxy show $286k/$440k/$594k .
- 2024 earned payout under annual plan was 0% for all NEOs; Conway nonetheless received a retention bonus .
Performance Compensation
Annual Plan Metrics and Outcomes (Company-level, 2024)
| Metric | Weight | Threshold | Target | Stretch | Actual | Payout Impact |
|---|---|---|---|---|---|---|
| Gross Margin in Q4 | 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% | Not disclosed (competitive sensitivity) | Not disclosed | Not disclosed | Not disclosed; plan judged vs targets | 0% |
Earned payout: 0% of target for 2024 .
Equity Grants and Vesting (Conway)
| Grant Type | Grant Date | Shares | Exercise Price | Vesting Terms | Performance Condition |
|---|---|---|---|---|---|
| PSOs | 4/26/2024 | 375,000 | $2.41 | 3 equal annual installments after grant | Original 30-day VWAP ≥ $7.50 by 4/30/2025; waived 4/21/2025 (now time-based only) |
| Time-based Options | 4/26/2024 | 375,000 | $2.41 | 3 equal annual installments after grant | None (time-based) |
| Restricted Stock (Retention) | 5/9/2024 | 119,134 | — | 25% at grant; 25% at 90, 180, 360 days | None (service-based) |
Additional context:
- 2023 PSO tranche vesting was tied to VWAP hurdles at $9.84, $11.81, $13.77; earned portions vest over time while unearned portions are forfeited .
- Conway’s option grants from 2018–2023 have various exercise prices and schedules; see Outstanding Awards table below .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,872,516 shares (<1% of outstanding) |
| Options counted in beneficial ownership | Includes 1,528,335 shares issuable upon option exercise (within 60 days) |
| Outstanding Awards Snapshot (12/31/2024) | Key grants: 9/22/21 options 570,000 exercisable at $26.92 ; 5/18/23 options 166,667 exercisable / 333,333 unexercisable at $7.87 ; 4/26/24 options 375,000 unexercisable at $2.41 ; 4/26/24 PSOs 375,000 (performance condition waived in 2025) |
| Unvested Restricted Stock (12/31/2024) | 29,784 shares; market value $63,440 at $2.13 closing price |
| Ownership Guidelines | 3x base salary for NEOs; compliance as of 12/31/2024 (all officers subject, except Shrestha) |
| Hedging/Pledging | Prohibited for directors/officers (short sales, derivatives, hedging; margin accounts; pledging) |
Employment Terms
| Provision | Base Case (No CIC) | Change-in-Control (CIC within 12 months) |
|---|---|---|
| Severance Cash | Lump sum = 1x annual base salary | Lump sum = 100% of (average base over 3 yrs or current higher) + 100% of (average bonus over 3 yrs or last-year higher) |
| Equity Vesting | Vested options exercisable for 12 months post-termination | Accelerated vesting equal to 12 months of additional service on stock options/awards; PSOs earn/accelerate per sale price and CIC treatment |
| Health Benefits | Company continues paying its share of premiums for 12 months (Conway) | Same 12-month premium coverage for Conway |
| Legal/Arbitration Fees | Not specified | Reasonable legal/arbitration fees covered (except frivolous/bad-faith cases) |
| Conditions | General release; compliance with non-compete/non-solicit/confidentiality (breach forfeits benefits) | Same |
| Illustrative Values (12/31/2024) | Conway: $526,664 package value if terminated without cause (no CIC) | Conway: $643,744 package value with termination qualifying after CIC |
Compensation Structure & Policies
- 2024 Say-on-Pay approval: ~78.3% .
- Pay practices: No option repricing without stockholder approval; robust stock ownership guidelines; clawback policy compliant with Nasdaq—recovers excess incentive comp over 3 fiscal years upon accounting restatement, regardless of misconduct .
- Market benchmarking: Committee used a limited renewable energy sample set (BE, FCEL, GTLS, ENPH, FSLR, RUN, SEDG, SPWR, WOLF) to sense-check market pay; not tied to a strict percentile .
Compensation Mix and 2024 Actions (Conway-specific)
| Component | 2024 Actions |
|---|---|
| Base & Bonus | Base increased to $440,000; annual plan paid 0%; retention cash bonus $110,000 |
| Equity | PSOs (375k) at $2.41, performance hurdle waived in April 2025 → time-based vesting; time-based options (375k) at $2.41; retention RS (119,134) with rapid four-quarters vest |
| Governance Signal | Waiver of PSO stock-price hurdle for Conway, CEO, and COO (April 21, 2025) to address retention amid market conditions and underwater awards |
Risk Indicators & Red Flags
- Modification of performance awards: PSO price hurdle waived (April 2025) for Conway, CEO, COO, converting PSOs to time-based vesting—improves retention but dilutes pay-for-performance rigor (not a “repricing” of strike price but a material easing of vesting conditions) .
- Hedging/pledging: Prohibited policy reduces misalignment risk .
- Related-party transactions: None above $120k involving executives since Jan 1, 2024 .
- Section 16 compliance: Conway had one late Form 4 filing (tax withholding event disclosure on 8/9/2024), administrative impact only .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Plug Total Shareholder Return (Value of $100) | $1,073 | $893 | $391 | $142 | $67 |
| GAAP Net Income ($M) | -93 | -460 | -724 | -1,369 | -2,105 |
| GAAP Revenue ($M) | — | 502 | 701 | 891 | 629 |
Context: Company TSR deteriorated notably since 2020; revenue scaled then retrenched in 2024 amid sector and funding pressures; net losses widened, influencing zero annual bonus payout outcomes and retention-driven equity modifications .
Equity Ownership Detail (Outstanding Awards at FY-End 2024 – Selected Conway Grants)
| Grant | Exercisable | Unexercisable | PSOs (Unearned/Earned status) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| 9/22/2021 | 570,000 | — | — | $26.92 | 9/22/2028 |
| 5/18/2023 (time-based) | 166,667 | 333,333 | — | $7.87 | 5/18/2030 |
| 5/18/2023 (PSOs) | — | — | 250,000 PSOs (earned in part per VWAP tiers) | $7.87 | 5/18/2030 |
| 4/26/2024 (time-based) | — | 375,000 | — | $2.41 | 4/26/2031 |
| 4/26/2024 (PSOs) | — | — | 375,000 PSOs; hurdle waived 4/21/2025 → time-based vesting | $2.41 | 4/26/2031 |
| Unvested RS | — | — | 29,784 shares (MV $63,440 at 12/31/2024) | — | — |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~78.3% .
- Investor feedback themes: concerns about retentive power of underwater equity and consecutive zero annual bonuses; Board responded with targeted retention awards and PSO hurdle waivers for certain executives .
Compensation Peer Group (Benchmarking Approach)
- Limited sample set used to gauge market: Bloom Energy (BE), FuelCell Energy (FCEL), Chart Industries (GTLS), Enphase (ENPH), First Solar (FSLR), Sunrun (RUN), SolarEdge (SEDG), SunPower (SPWR), Wolfspeed (WOLF) .
- No formulaic percentile targeting; judgment-based adjustments .
Policies: Clawback, Hedging/Pledging, Ownership
- Clawback: Recover excess incentive comp for current/former executive officers for 3 fiscal years preceding a required restatement; regardless of misconduct .
- Hedging/Pledging: Prohibited (short sales; derivatives; hedging; margin accounts; pledging) .
- Ownership Guidelines: CEO 5x; NEOs 3x; compliance noted as of 12/31/2024 for officers subject (except Shrestha) .
Investment Implications
- Alignment vs. retention: Zero 2024 bonus payouts reinforce pay-for-performance discipline, but the April 2025 waiver of PSO hurdles for Conway (and others) shifts equity toward time-based vesting—improving retention yet weakening performance linkage; monitor future award design and potential shareholder reaction .
- Selling pressure risk: Most recent disclosures show tax-withholding-related Form 4 activity rather than discretionary selling; beneficial ownership includes a large option component, meaning realizable value depends on recovery in share price .
- Contractual protections: 1x base severance and CIC double-trigger economics with 12-month equity acceleration and benefits reduce transition risk but may increase payout sensitivity in strategic events; PSO sale-event treatment can accelerate earned tranches .
- Governance signals: Strong policies (clawback, hedging/pledging bans, ownership guidelines) offset risk; say-on-pay support at ~78% suggests moderate investor acceptance, but equity plan expansion and PSO modifications warrant continued scrutiny amid negative TSR and losses .