Paul Middleton
Chief Financial Officer, Chief Accounting Officer and Executive Vice President at 
PLUG POWER
PLUG POWERExecutive
About Paul Middleton
Paul B. Middleton is Plug Power’s Chief Financial Officer and Executive Vice President since 2014; he added Chief Accounting Officer responsibilities in May 2025 . He is 58, serves on the board of HyVia (Plug’s JV with Renault) since October 2024, and holds an MS in Accounting and BBA from the University of Central Florida; he is a CPA . 2024 incentive metrics (Gross Margin, Cash Usage, Revenue, Bookings, Inventory, Plant Construction & Investment) all missed thresholds, resulting in a 0% company bonus payout, though Middleton’s 2024 bonus was contractually guaranteed (see Performance Compensation) . Plug’s insider trading policy prohibits hedging and pledging; stock ownership guidelines require 3x salary for named executive officers, and officers (other than Shrestha) were in compliance as of Dec 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rogers Corp. | Corporate Controller & Principal Accounting Officer; Treasurer; Interim CFO | 2001–2014 | Senior finance leadership at a global manufacturer; prepared Middleton for CFO/CAO responsibilities at Plug |
| Coopers Industries (Tools Division) | Managed all financial administration | 1997–2001 | End-to-end divisional finance oversight in industrial tools, building operational finance expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HyVia (Plug JV with Renault) | Director | Oct 2024–present | Governance oversight of European hydrogen mobility JV amid restructuring/liquidation challenges disclosed in 2024–2025 |
Fixed Compensation
- Base salary rate increased from $400,000 to $600,000 in 2024 (first increase since 2021), with a mid‑year step up to $600,000 effective Nov 19, 2024 .
- Insider trading policy bans hedging and pledging; stock ownership guidelines require 3x salary for named executive officers .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Actual Salary Paid ($) | $400,000 | $400,000 | $444,770 |
| Base Salary Rate at Year-End ($) | — | $400,000 | $600,000 |
| Target Bonus % of Salary | — | — | 100% |
Performance Compensation
- 2024 annual cash bonus program had a 100% target of base salary; Company performance achieved 0% payout due to misses on all metrics (Gross Margin Q4, Cash Usage, Revenue, Bookings, Inventory, Plant Construction & Investment) .
- Middleton’s 2024 bonus was guaranteed by employment agreement; paid $600,000 despite 0% performance .
| Metric | Weight | Threshold | Target | Stretch | Actual | Payout |
|---|---|---|---|---|---|---|
| Gross Margin in Q4 | 20% | -5% | 0% | 5% | -122% | 0% |
| Cash Usage | 20% | $750M | $725–$675M | $650M | $977M | 0% |
| Revenue | 15% | $900M | $950M–$1.05B | $1.1B | $629M | 0% |
| Bookings | 15% | $800M | $1.05–$1.3B | $1.5B | $408M | 0% |
| Inventory | 10% | $800M | $750–$675M | $650M | $855M | 0% |
| Plant Construction & Investment | 20% | Not disclosed (competitive harm) | Not disclosed | Not disclosed | Not disclosed | 0% |
| Company Payout Result | — | — | — | — | — | 0% |
| Year | Target Bonus ($) | Performance Achievement (%) | Actual Payment ($) |
|---|---|---|---|
| 2024 | $600,000 | 0% | $600,000 (guaranteed) |
| 2023 | — | — | — |
Equity Ownership & Alignment
- Total beneficial ownership: 3,489,111 shares; less than 1% of shares outstanding; includes 1,525,000 shares issuable upon exercise of outstanding options within 60 days .
- Stock ownership guidelines: 3x salary for named executive officers; officers (other than Shrestha) were in compliance at Dec 31, 2024 .
- Prohibition against hedging, short sales, derivative transactions, margin purchases, and pledging company securities .
- Options granted in 2024 remained underwater as of April 30, 2025, reducing near-term exercise-driven selling pressure .
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (shares) | 3,489,111 |
| Ownership % of Outstanding | <1% (“*” in proxy) |
| Shares issuable via options (within 60 days) | 1,525,000 |
| Unvested Restricted Stock at 12/31/24 | 29,784 (retention RS issued 5/9/24) |
| Unvested Restricted Stock (Retention Award) | 1,302,084 (granted 11/19/24) |
Option and Stock Award Holdings (as of 12/31/2024)
| Grant Date | Type | Exercisable (#) | Unexercisable/Unearned (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|---|
| 8/28/2018 | Option | 66,667 | — | 1.96 | 8/28/2028 | — |
| 8/19/2019 | Option | 83,333 | — | 2.23 | 8/19/2029 | — |
| 8/19/2019 | Option | 83,333 | — | 2.62 | 8/19/2029 | — |
| 9/28/2020 | Option | 100,000 | — | 13.20 | 9/28/2030 | — |
| 9/28/2020 | Option | 100,000 | — | 15.51 | 9/28/2030 | — |
| 9/22/2021 | Option | 633,333 | — | 26.92 | 9/22/2028 | — |
| 5/18/2023 | Time-based Option | 166,667 | 333,333 | 7.87 | 5/18/2030 | — |
| 5/18/2023 | PSO | — | 250,000 unearned | 7.87 | 5/18/2030 | 2023 PSOs had multi-price hurdles |
| 4/26/2024 | Time-based Option | — | 375,000 | 2.41 | 4/26/2031 | — |
| 4/26/2024 | PSO | — | 375,000 unearned/forfeited | 2.14 | 4/26/2031 | 2024 PSOs forfeited (not earned) |
| 5/9/2024 | Restricted Stock | — | 29,784 | — | — | Vests 25% grant/90/180/360 days |
| 11/19/2024 | Restricted Stock | — | 1,302,084 | — | — | Vests in 3 equal annual tranches |
Employment Terms
- Executive Employment Agreement dated Nov 19, 2024: initial term through Nov 19, 2026; auto-renewal annually unless notice given by Sept 30; base salary $600,000; eligible for annual bonus with 100% target; 2024 bonus guaranteed ($600,000) .
- Severance: if terminated without Cause, or at end of initial/extended term without mutual extension, lump sum equal to 1x annual base salary; health coverage subsidy equal to 12 months of company share of premiums (lump sum or monthly); vested options exercisable for 12 months .
- Change-in-control (12-month protection window): lump sum equal to 100% of (average base salary over last three fiscal years or salary at CIC if higher) plus 100% of (average annual bonus over last three fiscal years or last-year bonus if higher); accelerated vesting of equity that would vest with 12 additional months’ service; 12 months health subsidy; general release required .
- Equity acceleration on sale events: PSOs determine earned shares immediately prior to sale; if not assumed, earned PSOs accelerate; if assumed, earned shares vest on the earlier of original schedule or termination without Cause/for Good Reason .
Compensation & Incentives (Multi-year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $400,000 | $400,000 | $444,770 |
| Bonus ($) | — | — | $710,000 (includes $600,000 guaranteed annual bonus + $110,000 retention bonus) |
| Stock Awards ($) | — | — | $2,830,002 (incl. $2.5M inducement RS; $330,001 retention RS) |
| Option Awards ($) | — | $3,242,500 | $806,250 |
| Non-Equity Incentive Plan ($) | — | — | — (company payout 0%; bonus paid via guarantee) |
| All Other Compensation ($) | $16,555 | $17,805 | $20,862 |
| Total ($) | $416,555 | $3,660,305 | $4,811,884 |
Performance Compensation (Equity Awards Structure)
| Award Type | Grant | Shares (#) | Vesting | Terms |
|---|---|---|---|---|
| PSO (2024) | 4/26/2024 | 375,000 | 3 equal annual tranches if performance earned | Not earned; forfeited in April 2025 |
| Time-Based Options (2024) | 4/26/2024 | 375,000 | 3 equal annual tranches | Exercise price $2.14; expires 4/26/2031 |
| Retention RS (May 2024) | 5/9/2024 | 119,134 | 25% grant; 25% at 90 days; 25% at 180 days; 25% at 360 days | Value $330,001 |
| Inducement RS (Nov 2024) | 11/19/2024 | 1,302,084 | 3 equal annual tranches | Value ~$2.5M ; acceleration on certain terminations |
Compensation Structure Analysis
- Shift toward retention equity: Middleton received a special inducement RS of ~$2.5M vesting over 3 years plus $440,000 retention package (25% cash; 75% RS with accelerated 360‑day schedule), signaling priority on retention during a period of underwater options and zero bonus payouts .
- Underwater options and PSO outcomes: 2024 PSOs forfeited; time-based options underwater as of April 30, 2025; option hurdle waivers applied to Marsh, Fullerton, Conway—but not to Middleton—indicating stronger performance conditioning for CFO equity .
- Peer benchmarking: Committee used a limited sample of renewable energy companies (e.g., BE, FSLR, SPWR, GTLS, FCEL, RUN, ENPH, SEDG, WOLF) and did not tie decisions formulaically to percentiles, emphasizing judgment across market data and company-specific needs .
- Independent consultant and governance: FW Cook engaged; no conflicts identified; clawback policy updated in 2023 per Nasdaq rules .
Related Party Transactions
- The company disclosed no related party transactions over $120,000 since Jan 1, 2024 involving directors or executive officers .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive); no tax gross-ups for change-in-control benefits (shareholder-friendly) .
- 2024 Section 16 filing timeliness: Middleton filed a late Form 4 (Aug 9, 2024) for tax withholding on RS vesting; administrative, not economic, impact .
- Option repricing: Not disclosed; 2024 PSO hurdle waivers applied to other executives but Middleton’s PSOs were forfeited (no repricing) .
- Say-on-pay approval: 78.3% in 2024; shareholder feedback cited retention concerns due to underwater awards and consecutive zero bonus payouts; actions included retention awards and selective PSO hurdle waivers (not for Middleton) .
Expertise & Qualifications
- MS Accounting; BBA; CPA credential; extensive senior finance leadership across manufacturing and public company finance, now spanning CFO and CAO roles at Plug .
Employment Terms
| Term | Details |
|---|---|
| Agreement Term | Initial through Nov 19, 2026; annual auto-renewals unless notice by Sept 30 |
| Base Salary | $600,000; annual review for increases |
| Bonus | Target 100% of salary; 2024 bonus guaranteed at $600,000 |
| Severance (no Cause / end of term) | Lump sum 1x salary; vested options exercisable for 12 months; health subsidy equal to 12 months company premiums |
| Change-in-Control (12 months) | Lump sum 100% of avg base + 100% of avg bonus (or last-year higher amounts); acceleration as if 12 months service; 12 months health subsidy; release required |
| Equity Acceleration (Sale Event) | Earned PSOs determined at sale; accelerate if not assumed; if assumed, vest on schedule or upon qualifying termination |
Investment Implications
- Retention risk is actively managed: large multi-year RS grant and short-fuse 2024 retention RS mitigate departure risk; PSO forfeiture (no waiver) adds discipline to CFO equity outcomes .
- Selling pressure likely muted near term: 2024 options underwater; RS vesting will trigger periodic tax withholding (Form 4s) but net share issuance supports alignment; hedging/pledging banned .
- Alignment and governance: compliance with ownership guidelines; no tax gross-ups; robust clawback policy; independent compensation process—positive for shareholder alignment .
- Change-in-control economics are moderate (1x salary outside CIC; 1x salary+bonus inside CIC) with limited acceleration (12 months’ vest) reducing windfall risk vs. peers .