Patrick Joggerst
PLUG POWERAbout Patrick Joggerst
Independent Class III Director at Plug Power; age 67; appointed July 2023; serving on the Compensation Committee and the Corporate Governance & Nominating Committee; term continuing until the 2026 annual meeting . Founder and principal of J21 Consulting Group; previously CMO and EVP Business Development at Ribbon Communications (Jan 2018–Nov 2021) and senior executive roles at GENBAND (2015–2017); B.S. in Foreign Service (international commerce and finance), Georgetown University .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Ribbon Communications Inc. | Chief Marketing Officer; EVP Business Development | Jan 2018 – Nov 2021 | Publicly traded provider of software, analytics and cloud solutions for communications services . |
| GENBAND | EVP Global Sales & Marketing | Jan 2016 – Dec 2017 | Carrier and enterprise network transformation solutions provider . |
| GENBAND | Chief Marketing Officer; EVP | Mar 2015 – Jan 2016 | Marketing and executive leadership roles . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J21 Consulting Group | Founder & Principal | Current | Management consulting focused on organization transformation and sales acceleration . |
| Other public company boards | None disclosed in proxy biography | — | — . |
Board Governance
- Independence: The Board determined Mr. Joggerst is independent under Nasdaq rules .
- Board meetings: 16 meetings in FY2024; each director attended at least 75% of Board and committee meetings during their service period .
- Committees and meeting cadence:
- Compensation Committee member; 6 meetings in FY2024 .
- Corporate Governance & Nominating Committee member; 5 meetings in FY2024 .
- Compensation Committee interlocks: None requiring disclosure; no PLUG executive officers served on another entity’s board/compensation committee with reciprocal relationships .
| Committee | Role | FY2024 Meetings | Independence Status |
|---|---|---|---|
| Compensation Committee | Member | 6 | Independent . |
| Corporate Governance & Nominating | Member | 5 | Independent . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $38,192 | $80,000 |
| Stock Awards ($) | — | $112,500 |
| Option Awards ($) | $152,055 | $82,599 |
| Total ($) | $190,247 | $275,099 |
| Election to take retainer in stock (value) | $19,096 | $80,000 |
Director fee structure (retainers; FY2024):
| Component | Chair ($) | Member ($) |
|---|---|---|
| Board annual retainer | $125,000 (Chairman of the Board) | $60,000 (other directors) |
| Audit Committee | $25,000 | $20,000 |
| Compensation Committee | $20,000 | $10,000 |
| Corporate Governance & Nominating | $15,000 | $10,000 |
| Strategy & Financing | $15,000 | $10,000 |
| Regulatory Affairs | $15,000 | $10,000 |
Retainers paid 50% cash and 50% stock by default; directors may elect up to 100% in stock or up to 80% in cash; stock issued for retainers is fully vested at issuance .
Performance Compensation
Non-employee director equity awards are time-based (no performance metrics):
| Award Parameter | Initial Grant (on appointment) | Annual Grant (each tenure year) | Vesting | Exercise/Term | Acceleration |
|---|---|---|---|---|---|
| Option grant value | $225,000 / closing price = shares; strike = FMV on grant date | $112,500 / closing price = shares; strike = FMV on grant date | Full vest on earlier of 1-year anniversary or next annual meeting ≥50 weeks after prior meeting; service-contingent | Options expire 10 years from grant | Options and RS fully vest immediately prior to a “Sale Event” with continued service through consummation |
| Restricted stock grant value | — | $112,500 / closing price = shares | Same as above (full vest timing) | N/A | Same as above |
| Director compensation cap: total equity + cash compensation to any non-employee director limited to $950,000 per calendar year under the Amended 2021 Plan . |
Other Directorships & Interlocks
| Category | Detail | Period |
|---|---|---|
| Compensation Committee interlocks | None requiring disclosure | FY2024; FY2023 |
| Reciprocal executive-director relationships | None; no PLUG executive served as director/comp committee member of entities whose executives served as PLUG directors/comp committee | FY2024; FY2023 |
Expertise & Qualifications
- 25+ years in technology, software, marketing, and telecommunications; senior go-to-market and business development leadership .
- Education: B.S. in Foreign Service (international commerce and finance), Georgetown University .
Equity Ownership
As of June 9, 2025 proxy data (positions measured at Dec 31, 2024 where noted):
| Metric | Amount |
|---|---|
| Shares beneficially owned | 146,170 |
| Ownership as % of outstanding | Less than 1% (outstanding shares 1,146,559,359) |
| Options outstanding (included in beneficial ownership) | 57,923 shares issuable upon exercise |
| Restricted stock held (Dec 31, 2024) | 37,375 shares |
| Options held (Dec 31, 2024) | 57,923 options |
Governance Assessment
- Independence and committee workload: Independent director with active roles on Compensation and Corporate Governance & Nominating; committee cadence (Comp: 6 mtgs; CG&N: 5) indicates engagement .
- Attendance: Board met 16 times in FY2024 and each director met at least the 75% attendance threshold, indicating baseline engagement .
- Alignment: Elected to take full $80,000 retainer in stock in FY2024, increasing ownership alignment; received time-based RS ($112,500) and options ($82,599 accounting value) consistent with director plan .
- Ownership guidelines: Directors have a 5x base director fee stock ownership guideline, with compliance required by the earlier of five years from appointment or guideline effective date; as of Dec 31, 2024, directors serving ≥5 years (and officers, except Mr. Shrestha) were in compliance. Joggerst, appointed in 2023, is within the five-year compliance window .
- Controls and investor-friendly policies: Company prohibits hedging/pledging and re-pricing of options; maintains clawback policy; no excise tax gross-ups; single-trigger severance not provided—collectively supportive of governance quality .
- Conflicts/related parties: No related-party transactions >$120,000 since Jan 1, 2024, reducing conflict risk .
- Compensation cap: Amended 2021 Plan caps total director compensation at $950,000 per year, limiting pay escalation risk .
RED FLAGS: None disclosed related to attendance shortfalls, related-party transactions, or option repricing in the period reviewed .