Angelina Galiteva
About Angelina M. Galiteva
Angelina M. Galiteva (age 58) is Chairperson of the Board of Tecogen Inc. and serves as Chair of the Audit Committee and member of the Compensation Committee; she has chaired the Board since 2005 and is identified by the Board as an audit committee financial expert . Her background includes founding and chairing the Renewables 100 Policy Institute, chairing the World Council for Renewable Energy, serving on the California ISO Board of Governors since 2011, and leadership in energy policy consulting; she holds a M.S. in Environmental and Energy Law, a J.D. from Pace University School of Law, and a B.S. from Sofia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renewables 100 Policy Institute | Founder & Chair of the Board | Since 2008 | Global renewable energy policy advocacy |
| World Council for Renewable Energy (WCRE) | Chairperson | Since 2003 | Legislative and policy initiatives for renewables |
| California ISO (CAISO) | Board of Governors | Since 2011 | Oversight of California electricity grid operations |
| New Energy Options, Inc. | Principal | Since 2006 | Integration of sustainable energy solutions |
| Renewable Energy Policy & Strategy Consulting | Strategic Consultant | Since 2004 | Energy policy and strategy advisory |
External Roles
| Organization Type | Organization | Position | Notes |
|---|---|---|---|
| Non-profit | Renewables 100 Policy Institute | Founder & Chair | Energy transition advocacy |
| NGO/Policy body | WCRE | Chairperson | Policy development for renewable technologies |
| Grid operator | CAISO | Board of Governors | Governance for California grid reliability/markets |
| Private company | New Energy Options, Inc. | Principal | Sustainable energy integration |
| Consulting | Renewable Energy Policy & Strategy | Strategic Consultant | Advisory on energy policy/strategy |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Board leadership | Chairperson of the Board; CEO and Chair roles separated | |
| Lead Director | John N. Hatsopoulos | |
| Committees | Audit (Chair: Galiteva); Compensation (Member: Galiteva); Nominating & Governance (not listed for Galiteva) | |
| Audit Committee independence | All members independent; Galiteva deemed “audit committee financial expert” | |
| Compensation Committee independence | All members independent; one formal meeting in 2024 | |
| Nominating & Governance independence | All members independent; no formal meeting in 2024 | |
| Board meetings in 2024 | Two formal meetings; all current directors attended all Board meetings | |
| Executive sessions | Independent directors meet at least twice annually without management | |
| Cybersecurity oversight | Board delegates cybersecurity risk oversight to Audit Committee |
- The company prohibits directors/officers from hedging or pledging Tecogen stock .
- The Board adopted an incentive compensation clawback policy on March 28, 2025 (administered by the Compensation Committee) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | Company paid no cash compensation to non-employee directors in 2023–2024 |
| Committee membership fees | $0 | Not disclosed; company states no cash director compensation |
| Committee chair fees | $0 | Not disclosed; no cash director compensation |
| Meeting fees | $0 | Not disclosed; no cash director compensation |
Performance Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Option Awards (grant-date fair value) | $8,950 | Option awards under equity plans; director policy: 100,000 options at initial appointment, plus 25,000 options upon reelection/reappointment; vesting in equal installments over four anniversaries |
| Non-employee director annual award limit | N/A (limit provision) | 2022 Plan caps non-employee director awards at $100,000 aggregate per calendar year |
- Director compensation is equity-centric (options) with time-based vesting; no director-specific performance metrics were disclosed for 2024 director awards .
Other Directorships & Interlocks
| Category | Organization | Role | Public Company? |
|---|---|---|---|
| Energy grid operator | CAISO | Board of Governors | No (independent system operator) |
| Non-profit | Renewables 100 Policy Institute | Founder & Chair | No |
| NGO/Policy | WCRE | Chairperson | No |
| Private company | New Energy Options, Inc. | Principal | No |
- No public company directorships are disclosed for Ms. Galiteva in the proxy .
Expertise & Qualifications
- Legal and energy policy credentials: M.S. in Environmental & Energy Law; J.D. (Pace University); B.S. (Sofia University) .
- Renewable energy leadership spanning non-profit, policy, and grid governance (CAISO) .
- Audit committee financial expert designation by the Board .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned directly | 50,000 | Held by Ms. Galiteva |
| Options exercisable (within 60 days) | 133,750 | Currently exercisable options |
| Options unexercisable | 66,250 | Not currently exercisable; excluded from beneficial figure |
| Total beneficial ownership (shares + exercisable options) | 183,750 | As disclosed in beneficial ownership table |
| Shares outstanding (Record Date) | 24,985,261 | As of April 25, 2025 |
| Ownership % of outstanding | 0.74% | Computed: 183,750 / 24,985,261 (calculation using ) |
- Company policy prohibits directors from hedging or pledging Tecogen stock, reducing alignment risk from collateralization .
Governance Assessment
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Strengths:
- Board Chair and CEO roles are separated, enhancing oversight; Audit Committee chaired by Galiteva with financial expert designation; all key committees comprised of independent directors .
- Board and committee activity disclosed; all directors attended all Board meetings in 2024; independent directors hold executive sessions at least twice annually .
- Equity-centric director pay with no cash fees; vesting over four years supports longer-term alignment; non-employee director annual award cap under the 2022 Plan .
- Clawback policy implemented in March 2025 (executive incentive pay), and strict prohibition on hedging/pledging by directors/officers .
-
Watch items / RED FLAGS:
- Related-party financing from other directors: $1.0M loan capacity and two notes from John N. Hatsopoulos (extended to July 31, 2026 with cash-or-share conversion) and $0.5M note from Earl R. Lewis (cash-or-share conversion); potential dilution and independence considerations for capital structure decisions (not involving Galiteva directly) .
- Only two formal Board meetings in 2024 (small-company context acknowledged by Tecogen); may necessitate close monitoring of cadence versus strategic needs .
- No compensation consultant engaged in 2024 for executive/employee compensation; places greater onus on committee process rigor .
- Section 16 compliance noted as timely for 2024, but proxy does not list specific Form 4 transactions; ongoing monitoring of insider trading forms recommended .
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Independence and conflicts:
- No related-party transactions disclosed involving Ms. Galiteva; committee independence affirmed; Audit Committee oversight of related-party transaction policy is in place .