Earl Lewis III
About Earl R. Lewis III
Independent director of Tecogen Inc. (TGEN), age 81, serving since 2014; holds a B.S. from Clarkson College of Technology . Chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee; Board applies NYSE American independence standards to committee members . In 2025 director elections, Lewis received 8,592,848 votes “For” vs. 193,076 “Withheld” (broker non‑votes 4,775,165), indicating strong shareholder support .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FLIR Systems | Chairman; CEO & President | CEO/President 2000–May 2013; Chairman & senior consultant since May 2013 | Led growth and governance at a leading sensing company |
| Thermo Instrument Systems | CEO & President | 1998–2000 (President in 1997; COO in 1996) | Senior operating leadership in instrumentation |
| Thermo Optek Corporation | CEO & President | 1994–1996 | Optical instrumentation leadership |
| Thermo Jarrell Ash Corporation | President; senior ops/manufacturing roles | 1988–1994; senior roles since 1984 | Built manufacturing and operations capability |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Harvard Bioscience | Chairman of the Board | 2013–June 2018 |
| Clarkson University | Trustee | Disclosed as Trustee; historical disclosure as of 2016 |
Board Governance
- Committee leadership: Compensation Committee (Chair: Earl R. Lewis III; members: Angelina M. Galiteva, Ahmed F. Ghoniem); held one formal meeting in 2024; no compensation consultant engaged in 2024 .
- Nominating & Governance Committee (Chair: Ahmed F. Ghoniem; members: Susan F. Hirsch, Earl R. Lewis III); no formal meeting in 2024 .
- Audit Committee (Chair: Angelina M. Galiteva; members: Susan F. Hirsch, John M. Albertine); held four meetings in 2024; Galiteva qualifies as “audit committee financial expert” .
- Attendance and engagement: Two formal Board meetings in 2024 plus two actions by written consent; all current directors attended all Board meetings; independent directors meet at least twice annually in executive session .
- Board structure: Chairperson role separated from CEO; John N. Hatsopoulos serves as Lead Director .
- Listing/standards: Directors meet NYSE American/OTCQX independence criteria; the company’s common stock is registered on NYSE American .
Fixed Compensation
| Component | 2024 | 2023 |
|---|---|---|
| Annual cash retainer | $0 | $0 |
| Meeting fees | $0 | $0 |
| Committee chair/member fees | $0 | $0 |
| Equity – Option awards (grant‑date fair value recognized) | $8,950 | $12,475 |
| Total | $8,950 | $12,475 |
- Policy: Non‑employee directors receive options under a policy adopted March 2022—100,000 options on initial appointment and 25,000 options upon each re‑election; options vest in equal installments over the first, second, third, and fourth anniversaries of grant; no cash compensation paid in 2023–2024; directors reimbursed reasonable expenses .
- Historical context: Prior policies included per‑meeting cash fees ($500/day) for non‑employee directors in earlier years (e.g., 2015–2018) .
Performance Compensation
| Director Equity Policy Terms | Details |
|---|---|
| Initial grant | 100,000 stock options; time‑based vesting (25% annually over four years) |
| Re‑election grant | 25,000 stock options; time‑based vesting (25% annually over four years) |
| Annual award limit (2022 Plan) | Max aggregate to a non‑employee director does not exceed $100,000 per calendar year |
| Plan features | Options, restricted stock, and stock awards; standard change‑of‑control full vesting provisions unless otherwise provided |
- No performance metrics disclosed for director compensation (equity awards are time‑based; performance metrics such as EBITDA targets apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| FLIR Systems | Chairman & senior consultant | No related‑party transactions disclosed with FLIR; no supplier/customer interlocks reported for TGEN in the proxy beyond director loans noted below . |
| Harvard Bioscience | Chairman (past) | Historical role; no current related‑party exposure disclosed . |
- Proxy states: except as described (director loans), no transactions meeting SEC related‑party thresholds involving directors/officers/5% holders since the last completed fiscal year .
Expertise & Qualifications
- Senior operating and P&L leadership across instrumentation and sensing businesses (Thermo Instrument Systems; Thermo Optek; Thermo Jarrell Ash; FLIR Systems), with board‑level governance experience and technology industry domain knowledge .
- Academic credential: B.S. (Clarkson College of Technology); historical trustee role signals institutional governance exposure .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares + options within 60 days) | 760,750 shares | 3.0% of outstanding (based on 24,985,261 shares as of April 25, 2025) |
| Common shares held | 727,000 | Direct holdings (12) |
| Options exercisable within 60 days | 33,750 | Currently exercisable (12) |
| Options not currently exercisable | 66,250 | Unexercisable at report date (12) |
| Pledging/hedging | Prohibited for directors and officers | Company policy bans hedging/derivatives and pledging of company stock |
- Section 16 compliance: The 2024 proxy disclosed Mr. Lewis filed a Form 5 on April 16, 2024 covering seven late Form 4s (24 purchase transactions, 39,165 shares)—a procedural compliance issue to monitor .
Insider Trades (Disclosure Highlights)
| Item | Detail |
|---|---|
| Late filings (Section 16(a)) | Mr. Lewis reported 24 purchase transactions (39,165 shares) late via Form 5 filed April 16, 2024 |
Related‑Party Exposure (Director Loans)
| Date | Counterparty | Amount | Rate | Maturity/Terms | Conversion Rights |
|---|---|---|---|---|---|
| Oct 9, 2023 (agreement) | Earl R. Lewis III | Up to $0.5M (plus optional additional $0.5M) contingent on $1M outstanding from Hatsopoulos | AFR at drawdown | One year from note issuance; mandatory prepay on change of control; customary events of default; transferable per note conditions | As of Jan 14, 2025, Lewis may elect repayment in cash or convert balance into common shares at 30‑day average closing price prior to conversion |
| Sept 18, 2024 (note issued) | Earl R. Lewis III | $500,000 | 4.57% per annum | One‑year maturity; interest due at maturity | |
| Corporate approvals | Board approved loan agreements; structured alongside $1M financing from Director John N. Hatsopoulos | — | — | Notes subject to change‑of‑control prepayment; aligns liquidity with governance oversight | — |
- Policy framework: Related‑party transactions reviewed under a written policy by the CFO and independent Audit Committee; interested directors excluded from approval discussions; certain routine categories deemed non‑material .
Director Election Results (2025)
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Earl R. Lewis III | 8,592,848 | 193,076 | 4,775,165 |
Governance Assessment
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Strengths:
- Long‑tenured operating executive and former public‑company chairman; deep sector expertise .
- Committee leadership (Compensation Chair) with Board‑affirmed independence; all directors attended all Board meetings in 2024; independent executive sessions at least twice annually .
- Strong shareholder support in 2025 election; director pay primarily equity, no cash retainers in 2023–2024; anti‑hedging/pledging policy supports alignment .
-
Watch‑items / RED FLAGS:
- Director loan and subsequent convertibility to equity create potential conflict/perception risks (pricing, dilution), though approved under related‑party policy and at modest interest; mandatory prepay on change of control mitigates some risks .
- Section 16 late filings (Form 5 catching up multiple purchase transactions) indicate prior reporting control gaps; monitor future timeliness and volume of insider purchases .
- Compensation Committee held only one formal meeting in 2024 and did not engage an external consultant; appropriate for company scale, but limits external benchmarking rigor .
-
Net: Lewis brings significant governance and operating experience with material personal ownership (3%); the financing arrangement deserves ongoing scrutiny for pricing, conversion timing, and dilution implications, balanced against the company’s liquidity needs and Board oversight .