Kavita Mahtani
PLUG POWERAbout Kavita Mahtani
Kavita Mahtani, age 54, has served as an independent Class I director of Plug Power since 2022. She is Chief Financial Officer of HSBC Bank plc, overseeing accounting, regulatory reporting, stress testing, and capital management; previously she held senior finance leadership roles at Citigroup (Global Head of Asset & Liability Management; CFO, Global Corporate & Investment Banking; Global Head of FP&A) and roles at Morgan Stanley and Merrill Lynch. She holds a B.S. in Economics from The Wharton School and an MBA from the University of Chicago Booth School of Business . She serves on Plug’s Audit Committee and Strategy & Financing Committee and is considered independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup, Inc. | Managing Director—Global Head of Asset & Liability Management | — | Led enterprise ALM; liquidity/stress testing expertise |
| Citigroup, Inc. | Chief Financial Officer, Global Corporate & Investment Banking | — | CFO oversight across CIB; capital and performance management |
| Citigroup, Inc. | Managing Director—Global Head of Financial Planning & Analysis | — | Enterprise FP&A leadership; budgeting/forecasting |
| Morgan Stanley | Finance roles (unspecified) | — | Investment banking/markets finance exposure |
| Merrill Lynch & Co., Inc. | Finance roles (unspecified) | — | Large-scale financial institution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HSBC Bank plc | Chief Financial Officer | Current | Responsible for financial operations, regulatory reporting, stress testing, capital management |
No other public-company directorships disclosed for Ms. Mahtani .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Mahtani is independent under Nasdaq rules |
| Committees | Audit Committee (member); Strategy & Financing Committee (member) |
| Committee Chair Roles | None disclosed for Ms. Mahtani |
| Board Meetings (FY2024) | 16 meetings; each director attended at least 75% of Board and committee meetings |
| Audit Committee Meetings (FY2024) | 4 meetings |
| Strategy & Financing Committee Meetings (FY2024) | 2 meetings |
| Annual Meeting Attendance | 2024 annual meeting: 8 of 9 directors attended (individual attendance not specified) |
| Years of Service | Director since 2022; Class I continuing in office until 2027 Annual Meeting |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board Annual Retainer | $60,000 | Non-Chair director retainer |
| Audit Committee Member Retainer | $20,000 | Member fee |
| Strategy & Financing Committee Member Retainer | $10,000 | Member fee |
| Cash Fees Earned | $90,000 | As reported for Ms. Mahtani |
| Election to Receive Retainer in Stock | $90,000 | Ms. Mahtani elected to receive $90,000 of annual retainer in common stock in lieu of cash |
| Pay Mix Policy (Plan) | 50% cash / 50% stock; directors may elect up to 100% stock or up to 80% cash | Common stock issued for retainers is fully vested at grant, valued at FMV on grant date |
Performance Compensation
| Equity/Term | FY2024 Value | Structure/Terms |
|---|---|---|
| Annual Restricted Stock Award | $112,500 | Vests in full on first anniversary of grant date or next annual meeting at least 50 weeks after prior year’s annual meeting |
| Annual Stock Option Award | $82,599 (accounting fair value) | Annual program sizes options at $112,500 divided by closing price on grant date; 10-year expiry; exercise price = FMV on grant date; vest as above |
| Initial Director Option (upon appointment) | $225,000 sizing (plan) | Vests in full on first anniversary; 10-year expiry; accelerate on “Sale Event” |
| Change-of-Control Treatment | Accelerated vesting (single-trigger) | All director RS and options become fully vested immediately prior to consummation of a “Sale Event,” subject to continued service through event |
| Minimum Vesting and Director Compensation Limit | ≥1-year minimum vesting (exceptions up to 5% pool); Director comp limit $950,000 per calendar year | Amended 2021 Plan features |
Performance metrics tied specifically to director compensation are not disclosed (director equity is time-based; no TSR/revenue/EBITDA metrics indicated for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | During 2024, Compensation Committee had no interlocks or relationships requiring disclosure; Ms. Mahtani is not a member of this committee |
| Shared Directorships with Competitors/Suppliers/Customers | None disclosed for Ms. Mahtani |
| Related Party Transactions | None >$120,000 involving any related party since Jan 1, 2024 (company-wide disclosure) |
Expertise & Qualifications
- Senior global finance leadership (banking CFO, ALM, FP&A, capital management) suitable for Audit Committee oversight and financing strategy work .
- Board states her qualifications include growth strategies, M&A implementation, and leadership .
- Independent director status; Board and committee composition reflects emphasis on audit-qualified directors .
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Total Beneficial Ownership (shares) | June 9, 2025 | 182,225 | Includes options per SEC beneficial ownership rules |
| Ownership (% of outstanding) | June 9, 2025 | ~0.016% | Computed from 182,225 / 1,146,559,359 shares outstanding; proxy denotes “<1%” |
| Options Held (shares) | Dec 31, 2024 | 65,044 | Non-employee director stock options outstanding |
| Restricted Stock Held (shares) | Dec 31, 2024 | 37,375 | Annual director RS holdings per table |
| Hedging/Pledging | Prohibited | Company policy does not allow hedging or pledging of equity |
Insider Trades
| File Date | Transaction Date | Form | Description |
|---|---|---|---|
| Apr 8, 2024 | Apr 1, 2024 | Form 4 | Disclosed award of common stock under Non‑Employee Director Compensation Plan; filing was late per Section 16(a) summary |
Governance Assessment
- Board effectiveness: Independent Audit and Strategy & Financing committee membership aligns with Ms. Mahtani’s deep banking CFO background; Audit Committee met 4 times and Strategy & Financing met 2 times in FY2024, supporting oversight cadence .
- Alignment and incentives: Director pay is equity-heavy and time-based; Ms. Mahtani elected to take $90,000 of retainer in stock, increasing skin‑in‑the‑game and alignment with shareholders .
- Attendance and engagement: Board held 16 meetings; each director attended at least 75% of Board and committee meetings, indicating baseline engagement (individual rates not disclosed) .
- Conflicts and related-party exposure: Company reports no related-party transactions >$120,000 since Jan 1, 2024; no interlocks disclosed for Compensation Committee and Ms. Mahtani is not a member, reducing conflict risk .
- Pay structure risk indicators: Director equity accelerates on a “Sale Event” (single-trigger), which some investors view as less performance‑linked; however, this is common for non‑employee director awards .
- Compliance note: One late Form 4 filing (Apr 8, 2024) for an Apr 1, 2024 stock award — administrative RED FLAG but limited severity; overall Section 16 compliance otherwise timely per proxy .
RED FLAGS
- Single-trigger change‑of‑control acceleration for director equity (options/RS) .
- Late Form 4 filing on Apr 8, 2024 for Apr 1, 2024 director stock award .
Additional Governance Policies Noted
- Company maintains clawback policy applying to cash and equity incentive compensation; prohibits hedging/pledging; disallows option repricing without stockholder approval; no excise tax gross‑ups; no single‑trigger severance arrangements for executives (policy overview) .
Overall, Ms. Mahtani’s finance expertise, committee roles, independence, and equity-forward compensation profile support investor confidence, with limited governance concerns primarily tied to standard director equity acceleration mechanics and one late administrative filing .