Ahmed Ghoniem
About Ahmed Ghoniem
Ahmed F. Ghoniem (age 73) has served as an independent director of Tecogen since 2008. He is the Ronald C. Crane Professor of Mechanical Engineering at MIT, Director of the Center for 21st Century Energy, and Head of Energy Science and Engineering; he holds a Ph.D. in Mechanical Engineering from UC Berkeley and M.S./B.S. degrees from Cairo University . He currently chairs the Nominating & Governance Committee and is a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT | Assistant Professor; later Ronald C. Crane Professor of Mechanical Engineering | Joined 1983; ongoing | Leads Center for 21st Century Energy; head of Energy Science & Engineering; broad energy initiatives |
| Tecogen | Director | Since 2008 | Board service with focus on governance and compensation oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT Center for 21st Century Energy | Director | Ongoing | Leadership in energy-related initiatives and programs |
| MIT (Energy Science & Engineering) | Head | Ongoing | Program leadership; strategic oversight |
| Other public company boards | — | — | No current public company directorships disclosed for Dr. Ghoniem in proxy biography |
Board Governance
- Independence: Board determined Compensation Committee members (incl. Ghoniem) and Nominating & Governance Committee members meet NYSE American/OTCQX independence criteria .
- Committee composition:
- Compensation Committee: Earl R. Lewis III (Chair), Angelina M. Galiteva, Ahmed F. Ghoniem; held 1 formal meeting in 2024 .
- Nominating & Governance Committee: Ahmed F. Ghoniem (Chair), Susan F. Hirsch, Earl R. Lewis; held 0 formal meetings in 2024; oversees corporate governance guidelines and Board self-evaluation .
- Audit Committee: Angelina M. Galiteva (Chair), Susan F. Hirsch, John M. Albertine; held 4 meetings in 2024; Galiteva is SEC “financial expert” .
- Board activity and attendance: Two formal Board meetings and two written consents in 2024; all current directors attended all Board meetings; independent directors meet in executive session at least twice annually .
- 2025 Annual Meeting vote outcome for director election: Ahmed F. Ghoniem received 8,531,818 votes for, 254,106 withheld; 4,775,165 broker non-votes .
RED FLAG: Nominating & Governance Committee did not hold a formal meeting in 2024, a potential signal of limited formal governance activity .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Company paid no cash compensation to non-employee directors in 2023 and 2024 . |
| Committee membership fees | $0 | No cash fees disclosed; directors eligible for equity only . |
| Committee chair fees | $0 | No cash fees disclosed; equity policy governs director compensation . |
| Meeting fees | $0 | No cash fees disclosed . |
| Reimbursements | Reasonable travel expenses reimbursed | Standard practice . |
Performance Compensation
| Year | Award Type | Shares/Units | Grant Date | Fair Value | Vesting | Source |
|---|---|---|---|---|---|---|
| 2024 | Stock Options | 25,000 | 2024-06-06 | $8,950 | 25% annually over 4 years | Director comp table and equity policy ; Form 4 shows 25,000 options award on meeting date |
| 2025 | Stock Options | 25,000 | 2025-07-24 | — | 25% annually over 4 years | Equity policy indicates options at re‑election; Form 4 shows 25,000 options award; exercise price $8.35 |
| Policy (ongoing) | Options | 100,000 initial; 25,000 on each re‑election | Policy adopted March 2022 | <=$100,000 annual cap for non‑employee director awards | Vests in equal installments over 4 years | Policy details under 2022 Stock Incentive Plan and director compensation policy |
- Performance metrics: None disclosed for director awards; options vest time-based (no revenue/EBITDA/TSR targets for directors) .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No interlocks disclosed; Compensation Committee members have never been Company employees; no compensation committee interlocks in 2024 . |
Expertise & Qualifications
- Mechanical engineering and energy systems expert; leadership across energy initiatives at MIT .
- Academic recognition: Associate Fellow, AIAA; Fellow, ASME; KAUST Investigator Award .
- Education: Ph.D., UC Berkeley; M.S./B.S., Cairo University .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| Ahmed F. Ghoniem | 146,473 | <1% | April 25, 2025 |
- Shares outstanding reference for calculation context: 24,985,261 shares as of April 25, 2025 .
- Hedging/pledging: Company prohibits directors and executive officers from hedging or pledging company stock .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2025-07-28 | 2025-07-24 | Award (A) | Stock Option (Right to Buy) | 25,000 | $8.35 | 237,723 | |
| 2024-06-18 | 2024-06-06 | Award (A) | Stock Options (Right to Buy) | 25,000 | $0.77 | 212,723 |
Governance Assessment
-
Positive signals
- Long-tenured independent director with deep technical energy expertise; chairs Nominating & Governance and serves on Compensation, supporting board effectiveness .
- Board and committee independence affirmed; Audit Committee has an SEC financial expert; all directors attended all Board meetings in 2024 .
- Director compensation aligned to equity (options), with no cash retainer or meeting fees; hedging/pledging prohibited, promoting alignment .
- No compensation committee interlocks; members have not been Company employees .
-
Watch items / red flags
- Nominating & Governance Committee held zero formal meetings in 2024; suggests limited formalized governance activity and potential oversight gaps .
- Board met formally only twice in 2024; while small-cap norms vary, low formal meeting cadence warrants monitoring relative to complexity and strategic needs .
- 2025 vote shows 254,106 “withheld” votes for Ghoniem; while elected by plurality, track withheld trends for emerging shareholder concerns .
-
Compensation structure analysis
- Options-only director compensation with time-based vesting; no performance metrics tied to director awards (no EBITDA/TSR/ESG KPIs), indicating low at-risk, performance-conditional pay for directors .
- Annual cap for non-employee director awards ($100,000) under 2022 Plan mitigates excess equity grants; standard CoC provisions apply to plan awards .
-
Related-party exposure
- No related-party transactions disclosed for Ghoniem; advisory agreement noted for another director (Hatsopoulos), not directly implicating Ghoniem .
Overall, Ghoniem’s independence, technical expertise, and equity-based pay support alignment, but the absence of formal N&G committee meetings in 2024 is a governance quality concern that investors should monitor for remediation .