John Hatsopoulos
About John N. Hatsopoulos
Lead Director of Tecogen (TGEN), age 91 as of April 25, 2025; on the board since founding (2000) with a gap between June 6, 2018 and February 1, 2019. Former Tecogen CEO/Co-CEO (through March 29, 2018), co‑founder and former President/Vice Chairman of Thermo Electron (now Thermo Fisher Scientific). Education: Athens College (Greece); B.S. in history and mathematics from Northeastern University; honorary doctorates in business administration from Boston College and Northeastern University. Reappointed to Tecogen’s board on February 1, 2019 and currently serves as Lead Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tecogen Inc. | Chief Executive Officer / Co‑Chief Executive Officer | Until March 29, 2018 | Transitioned to Lead Director; deep company knowledge |
| American DG Energy Inc. (ADGE) | CEO/Co‑CEO; Director | CEO/Co‑CEO until ADGE merger in May 2017; board until March 29, 2018 | Oversaw ADGE until merger with Tecogen |
| EuroSite Power Inc. | Chairman | 2009–2016 | Led former affiliate of Tecogen |
| Thermo Electron Corporation (now Thermo Fisher Scientific) | Co‑founder; President; Vice Chairman | Prior to Tecogen | Senior leadership and scaling experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Thermo Electron Corporation (Thermo Fisher Scientific) | Co‑founder; former President/Vice Chairman | Prior | Executive background, industry network |
| EuroSite Power Inc. | Chairman | 2009–2016 | Former affiliate of Tecogen |
| American DG Energy Inc. (ADGE) | Director | Until March 29, 2018 | Post-merger history with TGEN |
Board Governance
| Item | Detail |
|---|---|
| Board role | Lead Director; not shown as member of Audit, Compensation, or Nominating/Governance committees |
| Committee chairs | Audit: Angelina M. Galiteva (Chair); Compensation: Earl R. Lewis III (Chair); Nominating & Governance: Ahmed F. Ghoniem (Chair) |
| Committee independence | Audit, Compensation, and Nominating/Governance committee members determined independent under NYSE American/OTCQX standards |
| Board meetings 2024 | 2 formal meetings; all current directors attended all Board meetings |
| Committee meetings 2024 | Audit: 4 meetings; Compensation: 1 meeting; Nominating/Governance: no formal meeting |
| Executive sessions | Independent directors endeavor to meet at least twice annually without management |
| Independence policy | Board applies NYSE American independence standards and reviews at least annually |
| 2025 election result | Re‑elected with 8,651,493 votes for, 134,431 withheld; broker non‑votes 4,775,165 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director cash retainer | $0 | TGEN paid no cash compensation to non‑employee directors in 2023–2024 |
| Fees earned (Hatsopoulos) | $1 | Paid under advisory arrangement; see Advisory Agreement details below |
| Advisory Agreement salary | $1/year | Advisory Agreement (1/3/2018) – remains advisor and employee (Investor Relations); same benefits as similarly situated employees; extended to March 28, 2026 (as long as services continue) |
| Benefits (advisory role) | Provided | Company to continue employee benefits per modified/extended agreement |
Performance Compensation
| Element | Policy / 2024 Detail | Vesting / Metrics |
|---|---|---|
| Director equity policy | Options: 100,000 upon initial appointment; 25,000 upon each re‑election/re‑appointment | Time‑based vesting in equal installments over 4 anniversaries; no director cash bonuses disclosed; no performance conditions for director equity |
| 2024 director option value | $0 for Hatsopoulos; $8,950 for other non‑employee directors shown | Time‑vested options per policy |
| Non‑employee director cap (2022 Plan) | Max aggregate awards ≤ $100,000 per director per calendar year | Plan terms; also plan allows time‑based stock/option awards; change‑of‑control accelerates vesting unless otherwise provided |
| Performance metrics (directors) | None disclosed | Director compensation not tied to TSR/EBITDA; time‑based vesting only |
Other Directorships & Interlocks
| Person | Interlock / Relationship | Implication |
|---|---|---|
| John N. Hatsopoulos | Founding/leadership at Thermo Electron | Network ties to Thermo alumni on TGEN board |
| Earl R. Lewis III (TGEN Director) | Former CEO/Chairman roles at FLIR; senior roles at Thermo Instrument/Optek/Jarrell Ash | Shared Thermo lineage with Hatsopoulos, potential network interlock |
| John M. Albertine (TGEN Director) | Past Thermo Electron (Thermo Fisher) board member | Additional Thermo link on TGEN board |
Expertise & Qualifications
- Company-building and capital allocation track record (Thermo Electron co‑founder; executive leadership) .
- Deep energy/industrial experience via ADGE/EuroSite Power and long TGEN tenure .
- Education: B.S. (Northeastern), honorary doctorates; seasoned governance background .
Equity Ownership
| Holder/Instrument | Shares/Units | Notes |
|---|---|---|
| Direct holdings (Hatsopoulos) | 988,951 | Directly held by Mr. Hatsopoulos |
| Spouse holdings | 28,225 | Held by Mrs. Hatsopoulos |
| Spouse IRA | 3,325 | IRA for Mrs. Hatsopoulos |
| Options exercisable (Hatsopoulos) | 37,723 | Currently exercisable options |
| Options unexercisable (Hatsopoulos) | 25,000 | Not currently exercisable |
| Total beneficial ownership | 1,058,224 | Represents 4.2% of outstanding shares |
| Disclaimed beneficial ownership | Significant family trust holdings for descendants; disclaimed by Mr. Hatsopoulos | See footnotes; trusts include 1989 and 2011 trusts (trustees Ms. Pacheco, etc.) |
| Hedging/pledging | Prohibited for directors/officers | Company bans hedging/pledging of company stock |
Insider Trades (Recent Activity)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-09-27 | 2024-09-27 | Open market purchase | 10,000 | $0.838 | 988,951 | https://www.sec.gov/Archives/edgar/data/1537435/000153743524000114/0001537435-24-000114-index.htm |
| 2024-09-25 | 2024-09-25 | Open market purchase | 10,000 | $0.8597 | 978,951 | https://www.sec.gov/Archives/edgar/data/1537435/000153743524000112/0001537435-24-000112-index.htm |
Note: Form 4 data fetched programmatically for “Hatsopoulos” at TGEN (2023-01-01 to 2025-11-20); additional records available in the dataset .
Related-Party Exposure (Conflicts)
- Director loans: Company entered agreements with John N. Hatsopoulos (director and principal stockholder) for up to $1.0M (two $500k tranches). Borrowed $500k on Oct 10, 2023 at 5.12% (matures 2 years; payable at maturity; cash or stock repayment; change-of-control prepayment). Borrowed additional $500k on Jul 23, 2024 at 5.06% (1‑year maturity). On Feb 18, 2025, both maturities extended to July 31, 2026 and made convertible at Mr. Hatsopoulos’ discretion at 30‑day average price .
- Advisory Agreement: Mr. Hatsopoulos resigned as director in 2018 then reappointed in 2019; advisory/employee role since 2018 with $1 salary and employee benefits; extended to March 28, 2026 .
- Policy & process: Related party transactions reviewed under written policy by CFO and Audit Committee; director recusal where applicable .
RED FLAGS:
- Convertible related‑party loans from a director/principal stockholder (interest at AFR; change‑of‑control prepayment; convertibility elected in 2025) can raise independence and dilution concerns .
- Ongoing advisory/employee relationship with $1 salary and benefits while serving as director may impair perceived independence .
Governance Assessment
Strengths:
- Strong investor support in 2025 re‑election (8.65M for; low withhold) .
- Full board attendance in 2024; independent committees active (Audit 4x; Comp 1x) .
- Clawback policy adopted March 28, 2025 for erroneously awarded incentive compensation; aligns with modern governance practices .
- Hedging/pledging ban for directors/officers supports alignment with shareholders .
Risks/Concerns:
- Director/principal stockholder loans with subsequent extension and conversion feature (2025) introduce potential conflict, governance and dilution risk; change‑of‑control prepayment rights can also affect transaction dynamics .
- Advisory/employee status (salary/benefits) concurrent with board service may affect independence; John is not on any independent committees, but serves as Lead Director, which could raise optics issues without explicit independence affirmation .
- Board interlocks/network (multiple directors with Thermo lineage) may reduce cognitive diversity, though also offers industry expertise .
Appendix: Additional Reference Tables
Director Compensation (2024)
| Name | Fees Earned Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| John N. Hatsopoulos | 1 | — | — | — | 1 |
Committee Composition (2024)
| Committee | Members |
|---|---|
| Audit | Angelina M. Galiteva (Chair), Susan F. Hirsch, John M. Albertine |
| Compensation | Earl R. Lewis III (Chair), Angelina M. Galiteva, Ahmed F. Ghoniem |
| Nominating & Governance | Ahmed F. Ghoniem (Chair), Susan F. Hirsch, Earl R. Lewis III |