Abinand Rangesh
About Abinand Rangesh
Abinand Rangesh, age 40, is Tecogen’s Chief Executive Officer (since January 30, 2023) and a director (appointed June 2021). He previously also served as Chief Financial Officer and Treasurer from June 16, 2021 until July 24, 2025 when those roles were separated and delegated to the CFO; he continues as CEO and director . He holds both Ph.D. and undergraduate engineering degrees from the University of Cambridge and has multiple design patents and peer‑reviewed publications; prior to Tecogen, he was an executive in renewable energy and software startups and served as CTO at LumiSolair, which earned a 2013 EPA award . Pay‑versus‑performance disclosures show TSR values of $121 in 2024, $65 in 2023, and $105 in 2022, alongside net losses of $(4,760,238), $(4,598,108), and $(2,447,927), respectively, indicating a challenging performance backdrop during his tenure . Recent operating results: Q3 2025 revenue was $7.18 million with net loss of $2.13 million; adjusted EBITDA was negative for Q3 and year‑to‑date 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tecogen Inc. | Chief Financial Officer & Treasurer | Jun 16, 2021 – Jul 24, 2025 | Led finance while company pursued AI/data center opportunities; role separation in 2025 to enhance internal controls . |
| Tecogen Inc. | Director | Appointed Jun 2021 – Present | Board service with management perspective; not on key committees . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LumiSolair | Chief Technology Officer | Pre‑2016 (prior to joining Tecogen); company won 2013 EPA award | Demonstrated technical leadership and innovation; recognition via EPA award . |
| Renewable energy and software startups | Executive roles | Pre‑2016 | Sector expertise relevant to Tecogen’s clean energy solutions . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Other Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 201,010 | — | — | — | 2,484 (insurance + 401k match) |
| 2023 | 167,500 | — | — | 56,700 (grant‑date fair value) | 2,001 (insurance + 401k match) |
Notes: No cash bonus paid in 2023–2024 to Rangesh per proxy SCT .
Performance Compensation
Equity Awards and Vesting
| Grant Date | Instrument | Quantity (#) | Strike ($) | Expiration | Vesting | Performance Linkage |
|---|---|---|---|---|---|---|
| Dec 12, 2016 | Stock Options | 10,000 (Exercisable) | 3.91 | 12/12/2026 | 25% on 12/12/2017; then annual anniversaries | Change‑of‑control acceleration possible . |
| Jul 9, 2020 | Stock Options | 25,000 Exercisable; 25,000 Unexercisable | 0.71 | 7/9/2030 | Performance‑based: 50% vests after two consecutive quarters with Adjusted EBITDA ≥2% of revenue; remaining 50% requires 3% for four consecutive quarters. 50% vested on 6/30/2022 . | EBITDA targets . |
| Jan 21, 2022 | Stock Options | 70,000 Exercisable | 1.10 | 1/21/2032 | 50% vest 1/21/2023; 50% vest 1/21/2024 | Time‑based; change‑of‑control acceleration possible . |
| Sep 20, 2023 | Stock Options | 70,000 Exercisable; 70,000 Unexercisable | 0.88 | 9/20/2033 | 50% vest 9/20/2024; 50% vest 9/20/2025 | Time‑based; change‑of‑control acceleration possible . |
| Jul 24, 2025 | Restricted Stock Award | 53,892 | — | — | 25% per year | Retention‑aligned equity . |
| Jul 24, 2025 | Incentive Stock Options | 24,075 | Closing price on 7/24/2025 | — | 25% per year | Time‑based . |
| Jul 24, 2025 | Non‑Qualified Stock Options | 12,048 | Closing price on 7/24/2025 | — | 25% per year | Time‑based . |
Aggregate grant‑date fair value of July 24, 2025 awards to Rangesh was approximately $600,000 .
Annual/One‑Time Bonus Metrics
| Plan | Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Executive Officer Target Bonus Plan (adopted Mar 1, 2024) | Adjusted EBITDA | Company achieves two consecutive quarters of positive Adjusted EBITDA exceeding 2% (inclusive of bonus accruals) | Adjusted EBITDA was negative in 2024 and for Q3/YTD 2025 per disclosures | CEO eligible one‑time $50,000 upon achievement | At‑risk, contingent; not disclosed as paid . |
Pay‑Versus‑Performance (PEO)
| Year | Compensation Actually Paid to PEO ($) | TSR: Value of $100 Investment ($) | Net Income (Loss) ($) |
|---|---|---|---|
| 2024 | 196,850 | 121 | (4,760,238) |
| 2023 | 214,162 | 65 | (4,598,108) |
| 2022 | 305,068 | 105 | (2,447,927) |
Clawback policy (adopted March 28, 2025) requires recoupment of excess incentive compensation after a financial restatement over the three preceding completed fiscal years; applies to current/former executive officers, including equity awards tied to financial reporting measures .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 185,301 shares; represents less than 1% of shares outstanding (24,985,261) . |
| Options outstanding | See Performance Compensation table for grant‑level detail and exercisability . |
| Vested vs unvested | As of 12/31/2024: 10,000 options vested (2016 grant); 25,000 vested and 25,000 unvested (2020 grant); 70,000 vested (2022 grant); 70,000 vested and 70,000 unvested (2023 grant). July 24, 2025 grants are time‑vested 25% annually . |
| Pledging/hedging | Company prohibits directors and executive officers from pledging or engaging in hedging/derivative transactions in company stock . |
| Ownership guidelines | No explicit multiple‑of‑salary stock ownership guidelines disclosed for executives/directors in the proxy . |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment agreement | Company has not entered into employment agreements with named executive officers (including CEO) . |
| Severance | Change‑of‑control severance agreements disclosed for Panora and Whiting (1 year of salary + benefits); none disclosed for Rangesh . |
| Change‑of‑control equity | Option awards under 2006 and 2022 plans include acceleration of vesting upon change of control . |
| Non‑compete / non‑solicit / garden leave | Not disclosed for CEO in proxy/filings . |
| Clawback | Recovery policy adopted March 28, 2025, administered by Compensation Committee; restatement‑triggered recoupment applies to incentive compensation . |
| Insider trading policy | Hedging/monetization transactions and pledging prohibited without advance approval; policy posted on governance website . |
Board Governance
- Board service: Director since June 2021; continues as CEO and director; not a committee member (Audit, Compensation, Nominating/Governance staffed by independent directors) .
- Independence: As a management director (CEO), Rangesh is not independent; committee members meet NYSE American/OTCQX independence criteria per Board disclosures .
- Chair and leadership: Chairperson of the Board is Angelina M. Galiteva; Lead Director is John N. Hatsopoulos; CEO and Chair roles are separated, mitigating combined‑role concerns .
- Attendance: Board held two formal meetings in 2024; all current directors attended all Board meetings; independent directors meet in executive sessions at least twice annually .
- CFO separation: On July 24, 2025 the Board separated CFO/Treasurer roles from CEO to enhance internal control segregation; Rangesh resigned as CFO/Treasurer and remained CEO/director .
Director Compensation
- Employee‑director policy: Rangesh receives no additional director compensation as an employee .
- Non‑employee directors: Equity‑only orientation; policy grants 100,000 options upon initial appointment and 25,000 options upon re‑election; vest annually over four years . Reported 2024 director option award value per director was $8,950; no cash fees; reasonable expenses reimbursed .
Performance & Track Record
- Strategic initiatives: CEO commentary highlights AI data center cooling opportunity, expanded LOIs, engagement with large developers, and positive feedback from major AI chip companies; increased R&D and engine investments to improve service margins .
- Financial outcomes: Q3 2025 revenue $7.18 million; net loss $2.13 million; adjusted EBITDA negative for Q3 and YTD 2025, reflecting margin pressure and investment spend .
- Governance enhancements: Role separation of CFO/Treasurer from CEO in 2025 to strengthen internal controls .
Compensation Structure Analysis
- Shift toward equity: No equity awards to CEO in 2024; option awards in 2023 ($56,700 grant‑date fair value); significant new RSU/option package in July 2025 (~$600,000 grant‑date fair value) vesting 25% annually, indicating an increased emphasis on retention and long‑term alignment .
- Performance‑linked options: 2020 option grant ties vesting to Adjusted EBITDA thresholds; half remains unvested as of 12/31/2024, reinforcing pay‑for‑performance conditioning .
- Guaranteed vs at‑risk: Cash compensation is modest (base salary ~$201k in 2024) with meaningful at‑risk equity introduced in 2025; clawback policy strengthens linkage to accurate financial reporting .
- Consultant use: No compensation consultant engaged for employee/executive compensation in 2024; CEO is instrumental in designing and recommending plans and awards, with Committee approval and potential Board ratification .
Risk Indicators & Red Flags
- Ownership concentration: Directors and executive officers and related parties collectively beneficially own ~43% of outstanding shares, potentially influencing shareholder votes and corporate actions .
- Related party financing: Director Earl R. Lewis converted a $500,000 note plus accrued interest into 240,256 shares on May 1, 2025, an equity‑friendly conversion but a related‑party transaction worth monitoring .
- Say‑on‑pay: No advisory vote on executive compensation disclosed for 2025 meeting; proposals covered director elections and auditor ratification .
- Hedging/pledging: Prohibited by policy, reducing misalignment risk .
- Clawback: Adopted in 2025, lowering misconduct risk; recovery would apply to incentive comp after restatements .
Equity Ownership & Instruments Detail
| Item | Count/Value |
|---|---|
| Beneficial shares (CEO) | 185,301; <1% of class . |
| Options exercisable (by grant) | 10,000 @ $3.91 exp 12/12/2026; 25,000 @ $0.71 exp 7/9/2030; 70,000 @ $1.10 exp 1/21/2032; 70,000 @ $0.88 exp 9/20/2033 . |
| Options unexercisable (by grant) | 25,000 @ $0.71 exp 7/9/2030; 70,000 @ $0.88 exp 9/20/2033 . |
| 2025 RSU award | 53,892 shares; vests 25% annually; grant‑date value included in ~$600k aggregate award . |
Employment Contracts, Severance, and Change‑of‑Control Economics
| Provision | CEO (Rangesh) |
|---|---|
| Employment Agreement | None disclosed . |
| Severance (CoC) | None disclosed for CEO; Panora and Whiting have CoC severance (1 year salary + benefits) . |
| Equity Acceleration (CoC) | Options under 2006/2022 plans may accelerate vesting upon change‑of‑control . |
| Clawback | Applies to incentive compensation tied to financial reporting measures for three prior fiscal years in event of restatement . |
Committee Composition and Governance
| Committee | Members | CEO Role |
|---|---|---|
| Audit | Angelina M. Galiteva (Chair), Susan Hirsch, John M. Albertine; all independent; 4 meetings in 2024 | Not a member . |
| Compensation | Earl R. Lewis III (Chair), Angelina M. Galiteva, Ahmed F. Ghoniem; all independent | CEO designs/recommends plans; Committee approves; potential Board ratification . |
| Nominating & Governance | Ahmed F. Ghoniem (Chair), Susan Hirsch, Earl R. Lewis; all independent | Not a member . |
Investment Implications
- Alignment: 2025 equity package with multi‑year vesting and prohibition on hedging/pledging strengthens alignment; performance‑conditioned 2020 options keep part of CEO equity at risk until EBITDA targets are met .
- Retention and selling pressure: New RSU/options vest 25% annually starting from 2025 grants, creating predictable vesting that can lead to periodic Form 4 activity; clawback and insider‑trading policy mitigate risk of opportunistic sales .
- Governance: CEO is a director but not chair; Board committees are independent and active, and CFO/Treasurer role separation in 2025 enhances control environment—positive for governance and audit quality .
- Performance execution risk: Negative adjusted EBITDA and net losses in recent periods indicate execution risk; CEO is advancing data center cooling strategy and R&D investments, but investors should monitor conversion of LOIs to purchase orders and margin trajectory .