Gregory Kenausis
PLUG POWERAbout Gregory L. Kenausis
Gregory L. Kenausis is an independent Class II director of Plug Power, serving since October 2013, and is age 55 as of the 2025 proxy filing . He is the founding partner and Chief Investment Officer of Grand Haven Capital AG (since 2005), leading research, trading, and fund operations/structure . He holds a B.S. in Chemical Engineering from Yale and a Ph.D. in Biomedical/Medical Engineering from the University of Texas at Austin, with board qualifications in investments, business development/strategy, management, and equity capital markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grand Haven Capital AG | Founding Partner & Chief Investment Officer | 2005–present | Head of research and trading; responsible for managing fund’s operations and structure |
| Various companies (consulting) | Business Consultant | Not specified | Focus on business development, strategy, and valuation; extensive consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grand Haven Capital AG | Founding Partner & Chief Investment Officer | 2005–present | Investment firm leadership role; no other public company directorships disclosed in the proxy |
Board Governance
- Independence: The Board determined Kenausis is independent under Nasdaq Rules .
- Committee assignments: Audit Committee member; Compensation Committee member; Strategy and Financing Committee Chair .
- Attendance and engagement: In fiscal 2024 the Board held 16 meetings; Audit met 4 times; Compensation met 6 times; Strategy & Financing met 2 times, with each director attending at least 75% of the aggregate Board and applicable committee meetings; eight of nine directors attended the 2024 annual meeting .
- Risk oversight: Audit oversees accounting/financial reporting/cybersecurity compliance; Compensation oversees compensation risk; Corporate Governance and Nominating oversees succession/ESG; Strategy & Financing (chaired by Kenausis) oversees long-term strategic risks/opportunities and capital decisions .
- Insider trading, hedging, pledging: Company policy prohibits hedging, short sales, derivative trading, margin pledging, and pledge modifications by directors .
- Stock ownership guidelines: Directors must hold stock equal to 5x base director fee, measured via a fixed-share guideline; as of year-end 2024, all non-employee directors with 5+ years of service (including Kenausis) were in compliance .
Fixed Compensation
| Component | Annual Amount | Detail |
|---|---|---|
| Board retainer | $60,000 | Paid 50% cash, 50% stock unless director elects different mix |
| Audit Committee (member) | $20,000 | Annual retainer for committee service |
| Compensation Committee (member) | $10,000 | Annual retainer for committee service |
| Strategy & Financing Committee (Chair) | $15,000 | Annual retainer for chair role |
| Total fees earned (FY2024) | $105,004 | Reported as cash/stock fees; director elected to receive $78,752 of fees in stock |
- Director equity retainer structure: Upon initial election, non-employee directors receive a one-time non-qualified option grant sized at $225,000 divided by grant-date closing price, 10-year term, vesting after one year; annually, they receive a $112,500 non-qualified option and $112,500 restricted stock grant, both vesting in full on the earlier of first anniversary or next annual meeting ≥50 weeks later; option exercise price equals fair market value at grant .
Performance Compensation
| Award Type | FY2024 Grant Value | Vesting/Tenor | Holdings at 12/31/2024 |
|---|---|---|---|
| Restricted Stock (annual grant) | $112,500 | Vests in full on earlier of first anniversary or next annual meeting ≥50 weeks later | 37,375 shares of restricted stock outstanding |
| Stock Options (annual grant) | $82,599 | 10-year term; exercise price at grant-date fair market value; vest in full on earlier of first anniversary or next annual meeting ≥50 weeks later | 140,658 options outstanding |
- Mix and structure: Director compensation emphasizes equity (restricted stock and options), aligning incentives with shareholders; directors may elect a higher share portion of retainers (up to 100%) to increase alignment .
- Repricing protection: Company does not allow option repricing without stockholder approval .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards or disclosed interlocks beyond Plug Power |
Expertise & Qualifications
- Financial/investment expertise (CIO of investment firm; equity capital markets experience) .
- Strategy, valuation, and business development expertise from extensive consulting background .
- Technical academic credentials (B.S. Chemical Engineering, Ph.D. Biomedical/Medical Engineering) supporting analytical rigor in risk/strategy oversight .
Equity Ownership
| Metric | As of Q1 2024 Proxy | As of Q1 2025 Proxy |
|---|---|---|
| Shares beneficially owned | 376,549 (includes 101,134 shares issuable upon exercise of options) | 494,437 (less than 1% of outstanding shares) |
| Restricted stock held | Not disclosed (aggregate director holdings as of 12/31/2023 did not list him) | 37,375 shares restricted stock held as of 12/31/2024 |
| Options held | Not disclosed at 12/31/2023 in table | 140,658 options held as of 12/31/2024 |
| Ownership guidelines compliance | In compliance (5x fee guideline for directors with 5+ years) | In compliance (as of 12/31/2024) |
- Hedging/pledging: Prohibited under Company policy, reducing misalignment risk .
Governance Assessment
- Board effectiveness: Kenausis chairs the Strategy & Financing Committee, providing direct oversight of long-term strategy, capital allocation, and strategic transactions; he also serves on Audit and Compensation, strengthening his engagement in financial reporting and pay governance .
- Independence and attendance: Independent under Nasdaq standards, with the Board and committees meeting frequently in 2024 and each director meeting at least the 75% attendance threshold, supporting active oversight .
- Alignment: Elected to take a substantial portion of fees in stock ($78,752), and receives annual equity grants, which—combined with compliance with stock ownership guidelines—supports skin-in-the-game and shareholder alignment .
- Conflicts/related-party exposure: Proxy discloses no related-party transactions since Jan 1, 2024; insider policy prohibits hedging/pledging, and no interlocks or external public boards are disclosed for Kenausis—overall low conflict indicators .
- Compensation oversight context: The Compensation Committee (including Kenausis) engaged FW Cook as independent consultant; Company has a clawback policy and does not allow option repricing without stockholder approval, indicating governance-conscious pay practices; 2024 say-on-pay support was ~78.3%, signaling mixed but generally supportive shareholder sentiment .
Fixed Compensation
| FY | Fees Earned/Paid (Cash) | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| 2023 | $107,059 | $112,500 | $79,576 | $299,135 |
| 2024 | $105,004 | $112,500 | $82,599 | $300,103 |
- Payment mix election (FY2024): Chose $78,752 of retainers in common stock in lieu of cash, increasing equity alignment .
- Committee fee schedule: Audit Chair $25k/member $20k; Compensation Chair $20k/member $10k; Corporate Governance & Nominating Chair $15k/member $10k; Strategy & Financing Chair $15k/member $10k; Regulatory Affairs Chair $15k/member $10k; board retainer $60k (Chairman $125k); retainers paid 50% cash/50% stock by default .
Performance Compensation
| Award Element | Structure | FY2024 Detail |
|---|---|---|
| Annual restricted stock | $112,500 of shares at grant-date closing price; vest full on earlier of 1-year or next annual meeting ≥50 weeks later | Granted and reported as $112,500; 37,375 RS shares outstanding at year-end |
| Annual stock options | $112,500 equivalent in options; exercise price at grant-date FMV; 10-year term; vest schedule as above | Reported fair value $82,599; 140,658 options held at 12/31/2024 |
- No director performance metrics are disclosed; director equity vests time-based per policy; the Company disallows option repricing without stockholder approval .
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction |
|---|---|---|
| None disclosed | — | No related-party transactions disclosed involving Kenausis; none exceeding $120,000 since Jan 1, 2024 |
Expertise & Qualifications
- Investment management and capital markets expertise as CIO/founding partner of Grand Haven Capital AG .
- Strategic consulting background in business development, valuation, and strategy .
- STEM academic training (Yale; UT Austin) supporting analytical, risk, and technical oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Gregory L. Kenausis (as of June 9, 2025) | 494,437 | * (<1%) |
| Gregory L. Kenausis (as of April 1, 2024) | 376,549 | * (<1%) |
- 2024 footnote: includes 101,134 shares issuable upon exercise of outstanding options (part of beneficial ownership calculation) .
- Prohibition on hedging/pledging mitigates misalignment risk .
- Compliance with stock ownership guidelines noted for 5+ year directors at year-end 2024 .
Governance Assessment
- Strengths: Independent status, chairing Strategy & Financing Committee, engagement across core oversight committees (Audit, Compensation), equity-aligned pay structure and personal election to receive fees in stock, and compliance with ownership guidelines—collectively support investor confidence in board oversight rigor and alignment .
- Watch items: The Company’s broader governance context includes significant capital proposals (authorized shares increase and reverse stock split) and a super-voting Series F preferred used solely to mirror common votes on the reverse split; though not specific to Kenausis, these reflect heightened governance sensitivity for investors tracking dilution and capital structure decisions overseen by the full Board and Strategy & Financing Committee .
- Conflicts: No related-party transactions or interlocks disclosed for Kenausis; insider policy restrictions and independence classification further reduce conflict risk .
Note: “*” denotes less than 1% ownership as presented in the proxy tables .