John Albertine
About John M. Albertine
John M. Albertine, age 81 as of April 25, 2025, has served as an independent director of Tecogen Inc. since December 7, 2022, and is a member of the Audit Committee. He holds a Ph.D. in Economics from the University of Virginia and an honorary Doctor of Humanities from King’s College, PA, and previously chaired the Economics Department at Mary Washington College (University of Virginia) and served as an adjunct professor at the U.S. Marine Corps Command and Staff College at Quantico .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fruit of the Loom | Vice Chairman; Director | Not disclosed | Corporate leadership; board experience |
| Thermo Electron (Thermo Fisher Scientific) | Director | Not disclosed | Public company board experience; ties to industrials |
| American Precision Industries | Director | Not disclosed | Public company board experience |
| Intersections Inc | Director | Not disclosed | Public company board experience |
| DynaTech Corporation | Director | Not disclosed | Public company board experience |
| Kadant Inc. | Director | Not disclosed | Public company board experience |
| Mary Washington College (UVA) | Chair, Economics Department | Not disclosed | Academic leadership |
| USMC Command & Staff College | Adjunct Professor | Not disclosed | Government/defense academic engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Albertine Enterprises Inc. | Chief Executive Officer | Current | Public policy and advocacy firm in Washington, DC |
| JJ&B | Managing Partner | Current | Investment banking firm |
Board Governance
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board meetings held | 3 | 2 | Not disclosed |
| Board attendance | All directors attended all meetings | All directors attended all meetings | Not disclosed |
| Executive sessions (independent directors) | At least twice annually | At least twice annually | Not disclosed |
| Committee assignments (Albertine) | Audit Committee member | Audit Committee member | Audit Committee member (with Galiteva, Hirsch) |
| Committee meetings (Audit) | 4 | 4 | Not disclosed |
| Independence status | Board determined Albertine is independent per OTCQX/NASDAQ standards | Audit members independent per NYSE American/OTCQX | Audit members independent per NYSE American/OTCQX |
| Lead independent director | John N. Hatsopoulos | John N. Hatsopoulos | John N. Hatsopoulos |
- Board separates Chairperson and CEO roles, with risk oversight allocated across Audit, Compensation, and Nominating & Governance committees .
- Cybersecurity oversight sits with the Audit Committee; periodic reports to the Board; third-party consultant engaged for assessments .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $0 (no cash paid to non-employee directors) | $0 (no cash paid to non-employee directors) |
| Committee membership fees | $0 (not disclosed; no cash comp) | $0 (not disclosed; no cash comp) |
| Committee chair fees | $0 (not disclosed; no cash comp) | $0 (not disclosed; no cash comp) |
| Meeting fees | $0 (not disclosed; no cash comp) | $0 (not disclosed; no cash comp) |
| Expense reimbursement | Reasonable travel reimbursed (policy) | Reasonable travel reimbursed (policy) |
Policy: Non-employee directors receive equity awards per a March 2022 policy—100,000 options upon initial appointment and 25,000 options upon reelection, vesting in four equal annual installments .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Options Awards ($) for Albertine | $12,475 | $8,950 |
| Grant framework | Initial: 100,000 options; Reelection: 25,000 options; 4-year equal vest | Same policy; vesting continues |
| Vesting schedule | Equal tranches on 1st–4th anniversaries | Equal tranches on 1st–4th anniversaries |
- No director-specific performance metrics (e.g., revenue, EBITDA, TSR) are tied to non-employee director compensation; awards are time-based per policy .
Other Directorships & Interlocks
| Current Public Boards | Role | Interlocks/Risk Notes |
|---|---|---|
| None disclosed currently | — | Not disclosed in 2024–2025 proxies |
| Prior Public Boards | Role | Potential Interlocks |
|---|---|---|
| Thermo Electron (Thermo Fisher) | Director | Ties to TGEN directors John N. Hatsopoulos (Thermo co-founder) and Earl R. Lewis (Thermo senior leadership)—network concentration to Thermo ecosystem |
| Fruit of the Loom | Vice Chairman; Director | Broad consumer/industrial exposure |
| American Precision Industries; Intersections Inc.; DynaTech; Kadant Inc. | Director | Broad industrials and services exposure |
- Related-party exposure at TGEN involves financing from directors John N. Hatsopoulos and Earl R. Lewis via promissory notes with conversion features—no involvement by Albertine disclosed. These were unanimously approved; mandatory prepayment on change of control; conversion at average 30-day closing price .
Expertise & Qualifications
- Ph.D. Economist with extensive public company board experience; CEO of a policy advocacy firm and managing partner in investment banking. Brings regulatory, economic policy, and capital markets perspective to Audit oversight .
- Board determination of qualification based on significant board experience and education .
Equity Ownership
| Date (Record) | Beneficial Ownership (Shares) | Breakdown | % of Class |
|---|---|---|---|
| April 9, 2024 | 25,000 | Options exercisable within 60 days; excludes 100,000 unexercisable | <1% |
| April 25, 2025 | 56,250 | Options exercisable within 60 days; excludes 93,750 unexercisable | <1% |
- Company prohibits directors/officers from hedging or pledging company stock (alignment safeguard) .
Governance Assessment
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Strengths:
- Independence and Audit Committee membership with consistent committee attendance amid a small board structure; all directors attended all board meetings in 2023 and 2024, with Audit meeting four times annually .
- Director pay is equity-centric and cash-light ($0 cash in 2023–2024), fostering alignment and cost discipline; option vesting over four years promotes medium-term orientation .
- Hedging/pledging prohibitions reduce misalignment risk .
-
Watch items / potential red flags:
- Network concentration: multiple directors have historical ties to Thermo ecosystem, which may create perceived interlocks or influence channels; appropriate independence processes are disclosed, but investors may monitor decisions affecting Thermo-related relationships .
- Related-party financing by other directors (Hatsopoulos, Lewis) introduces counterparty/optics risk despite board approval and market-rate terms; conversion features can dilute shareholders if exercised. No exposure is disclosed for Albertine .
- Modest director equity award values declined YoY ($12,475 in 2023 to $8,950 in 2024), which could indicate lower grant-date fair values or smaller refreshment; investors may prefer clearer disclosure of grant dates/strike prices for directors similar to executives .
Overall, Albertine appears independent, engaged, and experienced in governance and economic policy, with alignment via equity options and no disclosed related-party transactions. Continued scrutiny of board independence amid director-provided financing and legacy networks is prudent for investor confidence .