Maureen Helmer
PLUG POWERAbout Maureen O. Helmer
Independent director at Plug Power since 2004; age 68. Former Chair of the New York State Public Service Commission (PSC) with deep expertise in energy regulation, policy, and government affairs. Education: B.S. from the State University at Albany and J.D. from the University of Buffalo Law School; admitted to practice law in New York . Class I Director; committee roles include Audit member and Chair of both Corporate Governance & Nominating and Regulatory Affairs; term continuing until the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York State PSC | Chair | 1998–2003 | Also chaired NY State Board on Electric Generation Siting and the Environment; oversight of energy regulation . |
| New York State PSC | Commissioner | 1997–1998 | Regulatory leadership . |
| New York State PSC | General Counsel | 1995–1997 | Legal leadership in energy regulation . |
| New York Legislature | Counsel to Senate Energy Committee and other positions | 1984–1995 | Energy policy advisory roles . |
| Barclay Damon LLP | Senior member, Energy & Telecom Regulatory Practice | Until 2021 (retired) | Advised international energy, telecom, industrial companies . |
| Couch White LLP; solo practitioner | Partner; solo practitioner | 2003–2006 | Energy/government affairs advisory . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NARUC (Electricity Committee) | Vice Chair | Not specified | Also NARUC Board of Directors member . |
| NY State Cyber-Security Task Force | Appointed member | Not specified | State-level cybersecurity advisory . |
| Center for Internet Security | Board member | 2012–2016 | Non-profit governance . |
| Center for Economic Growth | Board member | 2008–2016 | Regional economic development . |
| New York Women in Communications and Energy | Board member | 1990–2016 | Industry non-profit . |
Board Governance
- Independence: The Board determined Ms. Helmer is independent under Nasdaq Rule 5605(a)(2) .
- Committees (FY2024): Audit member; Corporate Governance & Nominating Chair; Regulatory Affairs Chair. Audit held 4 meetings; Corporate Governance & Nominating held 5; Regulatory Affairs held 2 .
- Board meetings and attendance: Board held 16 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings .
- Committee responsibilities: Corporate Governance & Nominating sets membership criteria, nominates directors, oversees governance guidelines ; Regulatory Affairs oversees compliance programs, policies, and legal/regulatory adherence ; Audit oversees financial reporting, internal controls, auditor engagement; Helmer serves on Audit with all members independent .
- Diversity note: Board of nine includes two female directors and one director who self-identified as LGBTQ+ .
Committee and meeting activity (trend):
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 13 | 16 |
| Audit Committee meetings | 7 | 4 |
| Corporate Governance & Nominating meetings | 5 | 5 |
| Regulatory Affairs Committee meetings | 0 (discussions only) | 2 |
Fixed Compensation
- Retainer structure (FY2024): Board member retainer $60,000; Chair/member fees: Audit Chair $25,000/Member $20,000; Compensation Chair $20,000/Member $10,000; Corporate Governance & Nominating Chair $15,000/Member $10,000; Strategy & Financing Chair $15,000/Member $10,000; Regulatory Affairs Chair $15,000/Member $10,000. Retainer paid 50% cash/50% stock by default, with election up to 100% stock or up to 80% cash; stock issued for retainers is fully vested at issuance .
- FY2024 Non-Employee Director Compensation (Helmer): Fees $110,000; Stock Awards $112,500; Option Awards $82,599; Total $305,099. Helmer elected to receive $110,000 of her retainer in common stock in lieu of cash .
| Component ($) | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 185,000 | 110,000 |
| Stock Awards (grant-date fair value) | 112,500 | 112,500 |
| Option Awards (grant-date fair value) | 79,576 | 82,599 |
| Total | 377,076 | 305,099 |
| In-lieu stock election (portion of retainer) | 55,000 | 110,000 |
Additional details:
- As of Dec 31, 2024 Helmer held 37,375 restricted shares; director restricted grants vest in full on first anniversary of grant .
- As of Dec 31, 2024 Helmer held options to purchase 100,658 shares .
Performance Compensation
- Structure: Annual director equity grants consist of (i) stock options for a number of shares equal to $112,500 divided by the closing price on grant date, and (ii) restricted common stock equal to $112,500 divided by the closing price; options expire 10 years; annual awards vest in full on the earlier of the first anniversary or the next annual meeting at least 50 weeks after the prior meeting; initial director option award $225,000 value vests in 1 year .
- No performance metrics apply to director equity grants (time-based vesting only) .
| Award Type | Grant Basis | Vesting | Expiration | Notes |
|---|---|---|---|---|
| Annual stock options | $112,500 / closing price | Full vest: first anniversary or next annual meeting ≥50 weeks later | 10 years | Exercise price = fair market value at grant; sale event accelerated vesting . |
| Annual restricted stock | $112,500 / closing price | Full vest on first anniversary | N/A | Fully vested at issuance for retainer shares; annual RS vest on first anniversary . |
| Initial director option (on joining) | $225,000 / closing price | Full vest on first anniversary | 10 years | Accelerated vesting upon “Sale Event” . |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Plug Power .
- Compensation Committee interlocks: None disclosed; Comp Committee members were independent and not Company officers in 2024; no reciprocal interlocks with other entities’ executives .
Expertise & Qualifications
- Energy regulation and policy expert; prior NY PSC Chair/Commissioner/General Counsel; NARUC leadership; cybersecurity task force membership. Legal credentials (NY bar) with extensive advisory experience to energy, telecom, and industrial firms; education B.S. and J.D. .
Equity Ownership
- Beneficial ownership (as of June 9, 2025): 351,474 shares; <1% of shares outstanding .
- As of Dec 31, 2024: 37,375 restricted shares held; options outstanding 100,658 .
- Stock ownership guidelines: Directors must hold equity equal to 5x base director fee; as of Dec 31, 2024, all non-employee directors with ≥5 years’ service (includes Helmer) were in compliance .
- Hedging/Pledging: Prohibited by Insider Trading Policy (no short sales, derivatives, margin, or pledging Company securities) .
Insider transactions (Form 4; most recent set):
| Transaction Date | Type | Security | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-01-02 | A (award) | Common Stock | 3,056 | 4.50 | 148,195 | |
| 2024-04-01 | A (award) | Common Stock | 7,994 | 3.44 | 156,189 | |
| 2024-06-05 | A (award) | Common Stock | 37,375 | 0.00 | 193,564 | |
| 2024-06-05 | A (award) | Stock Option (Right to Buy) | 37,375 | 3.01 | 37,375 options | |
| 2024-07-01 | A (award) | Common Stock | 11,803 | 2.33 | 205,367 | |
| 2024-10-01 | A (award) | Common Stock | 12,168 | 2.26 | 217,535 | |
| 2025-01-02 | A (award) | Common Stock | 12,911 | 2.13 | 230,446 | |
| 2025-04-01 | A (award) | Common Stock | 20,370 | 1.35 | 250,816 | |
| 2025-07-01 | A (award) | Common Stock | 18,456 | 1.49 | 269,272 | |
| 2025-07-03 | A (award) | Stock Option (Right to Buy) | 76,531 | 1.47 | 76,531 options | |
| 2025-07-03 | A (award) | Common Stock | 76,531 | 0.00 | 345,803 | |
| 2025-10-01 | A (award) | Common Stock | 11,803 | 2.33 | 357,606 |
Director Compensation Program Details
- Non-Employee Director Compensation Plan aims for alignment, simplicity, and market competitiveness; annual equity mix of options + restricted stock; default 50% cash/50% stock retainer, with election flexibility .
- Director compensation limit under Amended 2021 Plan: total awards plus cash compensation capped at $950,000 per director per year .
- Minimum vesting: generally ≥1 year, with limited exceptions including annual director grants vesting at the next annual meeting at least 50 weeks later .
Related Party Transactions and Policies
- Related party transactions: None exceeding $120,000 since Jan 1, 2024 involving directors or immediate family .
- Audit Committee pre-approves all auditor services; Deloitte fees (FY2024 vs FY2023) total $5.65M vs $5.89M; oversight of financial reporting, controls, and compliance .
- Insider Trading Policy prohibits hedging and pledging of Company securities .
- Clawback policy compliant with Nasdaq rules; recovery of excess incentive compensation upon restatement over prior 3 fiscal years regardless of misconduct .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: approximately 78.3% of votes cast; Board noted concerns about underwater equity retention and bonus zero payouts, leading to retention awards and waiver of certain executive stock option hurdles in 2024/2025; CEO elected to take 50% of 2025 base salary and bonus in stock .
Governance Assessment
- Strengths: Long-tenured independent director with deep regulatory expertise; chairs compliance and governance committees—critical areas given Plug’s operational and regulatory risk profile . Strong policies on hedging/pledging, stock ownership (5x fee) with compliance for long-tenured directors (including Helmer), and clawbacks . Audit oversight robust; all Audit members independent .
- Alignment: Helmer elected to receive full retainer in stock ($110,000), reinforcing ownership alignment; annual equity grants and meaningful beneficial ownership (351,474 shares as of June 9, 2025; <1%) .
- Watch items: While not applicable to directors, the Compensation Committee’s 2025 waiver of executive PSO stock price hurdles to time-based vesting is a governance signal to monitor for dilution and pay-for-performance rigor; however, no director-specific pay anomalies or related-party exposures are disclosed .
- Attendance and engagement: Board/committee meeting cadence increased vs prior year; disclosure confirms at least 75% attendance for each director, but individual attendance rates are not provided—continued tracking warranted .