Mark Bonney
PLUG POWERAbout Mark J. Bonney
Mark J. Bonney, age 71, has served as an independent director of Plug Power since 2023 and currently chairs the Audit Committee while also serving on the Regulatory Affairs Committee. He is President and Chief Executive Officer of On Board Advisors, LLC, and the Board has designated him as an “audit committee financial expert.” He holds a B.S. in Business from Central Connecticut State University and an MBA from the University of Hartford, reflecting deep finance and operating experience across multiple public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tile Shop Holdings, Inc. | Director | Since July 2020 | Public company board oversight in specialty retail |
| Zix Corporation | Director | Jan 2013 – Dec 2021 (until merger) | Governance oversight in cloud email security |
| SeaChange International, Inc. | Executive Chair & Principal Executive Officer; Independent Chairman; Director | Aug 2017 – Dec 2019; Exec Chair Apr–Oct 2019; Independent Chair Oct–Dec 2019 | Led transition and oversight in end-to-end video software |
| RhythmOne plc (Blinkx/RhythmOne Group) | President & CEO; Interim CFO; Director | May 2018 – Apr 2019; Interim CFO Feb–Apr 2019 | Public company leadership in digital advertising |
| MRV Communications, Inc. | President & CEO; Director | Dec 2014 – Aug 2017; Director Apr 2013 – Aug 2017 | Led sale process; telecom equipment oversight |
| Sigma Designs, Inc. | Director | Aug 2012 – Aug 2015 | SoC semiconductor governance |
| Direct Brands, Inc. | EVP & CFO | 2010 – 2012 | Finance leadership in DTC media |
| JDS Uniphase (JDSU) | VP & GM, Authentication Solutions Group | 2008 – 2010 | Operating leadership in optical/telecom |
| American Bank Note Holographics, Inc. | Director (2003–2005); EVP & CFO (2005–2008) | 2003 – 2008 | Finance/board roles; acquired by JDSU |
| Axsys Technologies, Inc. | President, COO, Director | 1999 – 2002 | Operations leadership in aerospace/defense components |
| Zygo Corporation | CFO | 1993 – 1999 | Financial leadership in precision components |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| On Board Advisors, LLC | President & CEO | Current | Fees earned in cash as Plug director were paid to On Board Advisors, LLC |
| Tile Shop Holdings, Inc. | Director | Since July 2020 | Public, specialty retailer board |
Board Governance
- Committee assignments: Audit Committee Chair; Regulatory Affairs Committee member .
- Independence: The Board determined Mr. Bonney is independent under Nasdaq Rules .
- Audit Committee financial expert: Board designated Mr. Bonney as an “audit committee financial expert” under SEC rules .
- Attendance: In fiscal 2024, Board held 16 meetings; each director attended at least 75% of Board and committee meetings; Audit Committee held four meetings; Regulatory Affairs Committee held two .
- Auditor oversight: Audit Committee (chaired by Bonney) pre-approved all audit and audit-related services by Deloitte & Touche LLP for FY2024; fees disclosed below .
Independent Auditors’ Fees (Oversight Context)
| Metric | FY2024 | FY2023 |
|---|---|---|
| Audit Fees ($) | 5,200,345 | 5,397,650 |
| Audit-Related Fees ($) | 413,986 | 403,307 |
| Tax Fees ($) | 34,977 | 87,553 |
| All Other Fees ($) | 2,046 | 1,895 |
| Total ($) | 5,651,354 | 5,890,405 |
Fixed Compensation (Non-Employee Director; Fiscal 2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Board annual retainer | 60,000 | Standard non-chair director cash/stock mix (electable) |
| Audit Committee Chair retainer | 25,000 | Chair fee |
| Regulatory Affairs Committee member retainer | 10,000 | Member fee |
| Total annual retainer | 95,000 | Bonney elected to receive $95,000 in common stock in lieu of cash |
Note: The proxy also states “Fees earned in cash by Mr. Bonney were paid to On Board Advisors, LLC, Mr. Bonney’s consulting firm” (administrative arrangement; not a related party transaction over $120,000) .
Performance Compensation (Non-Employee Director; Fiscal 2024)
| Award Type | Grant Value ($) | Vesting | Key Terms |
|---|---|---|---|
| Stock Awards (restricted stock) | 112,500 | Vest in full on first anniversary of grant date, or earlier as specified for annual director awards | Valued at closing price on grant date; annual RS awards per Director Compensation Plan |
| Option Awards | 82,599 | Vest in full on first anniversary of grant date or next annual meeting ≥50 weeks after prior meeting | Exercise price = FMV at grant; term 10 years; annual option award sized at $112,500/closing price |
| Initial Director Option (plan feature) | N/A (plan design) | Vest in full on first anniversary; term 10 years | Sized at $225,000/closing price; “double-trigger” vesting on Sale Event if not assumed |
Performance Metric Table (Director Awards)
| Metric | Applies to Director Awards? | Notes |
|---|---|---|
| Revenue growth | No explicit performance metrics disclosed for standard director RS/option grants; awards are time-based | |
| EBITDA/TSR percentile | No explicit performance metrics disclosed for director grants; time-based vesting | |
| ESG goals | Not disclosed for director grants |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Tile Shop Holdings, Inc. | Public | Director | No Plug-related transactions disclosed; no related party transactions >$120,000 since 1/1/2024 |
| Prior: Zix Corporation; SeaChange International; RhythmOne plc; MRV Communications; Sigma Designs | Public | Director/Chair/CEO/CFO roles (various) | Historical roles; no current Plug interlocks disclosed |
Expertise & Qualifications
- Finance and strategy: Former CFO and CEO roles across technology and media; extensive public company board service .
- Audit oversight: Designated audit committee financial expert by Plug Board .
- Education: B.S. in Business; MBA .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of June 9, 2025) | 155,707 shares; includes 57,923 shares issuable upon exercise of outstanding options within 60 days |
| Options held (as of Dec 31, 2024) | 57,923 options |
| Restricted stock held (as of Dec 31, 2024) | 37,375 shares of restricted stock (Bonney among directors listed) |
| Ownership % | Represents less than 1% of outstanding shares; total shares outstanding 1,146,559,359 |
| Stock ownership guidelines | Directors targeted at 5x base director fee; converted to fixed shares using 200-day average stock price; compliance required within five years; as of Dec 31, 2024, all non-employee directors with ≥5 years of service (and officers, except Mr. Shrestha) were in compliance . |
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation; active committee oversight with 4 Audit and 2 Regulatory meetings in FY2024; broad C-suite experience improves board financial rigor and risk oversight .
- Alignment signals: Elected to receive full $95,000 annual retainer in stock; annual equity awards in RS/option mix; director ownership guidelines at 5x base fee .
- Compensation reasonableness: Total 2024 director compensation $290,099 (fees/stock/option), within industry norms and under the plan’s $950,000 annual director cap .
- Conflicts/related party: Fees earned in cash paid to On Board Advisors, LLC; no related party transactions >$120,000 since Jan 1, 2024 disclosed—low conflict risk on current disclosures .
- RED FLAGS: None disclosed regarding hedging/pledging, option repricing, or related-party transactions above threshold; attendance ≥75% across Board and committees .