John Whiting
About John Whiting
John K. Whiting, IV is General Counsel (since January 2018) and Secretary (since November 2019) of Tecogen Inc. (TGEN). He is 64 years old as of April 25, 2025 and holds a BA (University of Vermont), JD (Boston University School of Law), and MBA (Babson College) . Company TSR (SEC-defined $100 initial value) tracked 105 in 2022, 65 in 2023, and 121 in 2024, while net losses widened to $(4.76)M in FY24 and revenues declined to $22.6M; EBITDA remained negative, indicating ongoing operating challenges * *. Tenure performance context: he has served over 7+ years in legal leadership through cost discipline programs and incentive structures primarily tied to Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tecogen Inc. | General Counsel | Jan 2018 – present | Oversees legal, governance, insider trading policy, and equity plan documentation |
| Tecogen Inc. | Secretary | Nov 2019 – present | Corporate secretary responsibilities; proxy and governance processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inspired Therapeutics LLC | General Counsel & CFO | Apr 2017 – Nov 2024 | Led legal and finance functions at private therapeutics company |
| Vero Biotech LLC (formerly GeNO LLC) | VP, General Counsel & Secretary | Jan 2012 – 2017 | Clinical/regulated medtech legal leadership |
| Pharos LLC & Levitronix LLC | VP, General Counsel & Secretary | 2009 – 2011 | Legal oversight at engineering/technology businesses |
| American Renal Associates Inc. | VP & General Counsel | 2002 – 2008 | Public-company governance and healthcare legal leadership |
| Thermo Electron Corp. (Thermo Fisher Scientific) | Associate General Counsel | 1996 – 2002 | Corporate transactions and compliance at Fortune company |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 164,100 | 163,800 | 171,685 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | 21,998 | 15,188 | — |
| All Other Compensation ($) | 2,188 | 1,981 | 2,301 |
| Total ($) | 188,286 | 180,969 | 173,986 |
| Perquisites breakdown ($) | 2022 insurance: 2,188 | 2023 insurance 1,481; 401k 500; total 1,981 | 2024 insurance 1,301; 401k 1,000; total 2,301 |
Notes:
- Services are part-time (~30 hours/week in 2023 and 2024) .
- No guaranteed annual cash bonus; see performance plan below.
Performance Compensation
| Program/Grant | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| One-time Performance Bonus (adopted Mar 1, 2024) | Adjusted EBITDA > 2% after bonus accruals for 2 consecutive quarters | Not disclosed | Two consecutive quarters > 2% | Not disclosed | $35,000 (General Counsel) upon achievement | N/A (cash bonus) |
| Stock Options (Jul 9, 2020) | Adjusted EBITDA % of revenue | 50% tranche each | 50% vest at ≥2% for two consecutive quarters; remaining 50% vest at ≥3% for four consecutive quarters | First 50% achieved and vested 6/30/2022 | Equity vest (no cash) | Time/performance; accelerated on change-of-control |
| Annual Time-based Options (2018–2019–2022–2023) | Continued service | N/A | 25% per year over 4 years (2018–2019–2019 grants) or 50% per year (2022–2023 grants) | On schedule | Equity vest (no cash) | Standard annual vest schedules; accelerated on change-of-control |
Key details of Whiting’s outstanding equity (as of 12/31/2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| Jan 16, 2018 | 10,000 | — | 2.50 | 1/16/2028 | 25% annually over 4 years |
| Dec 11, 2018 | 50,000 | — | 3.80 | 12/11/2028 | 25% annually over 4 years |
| Jun 11, 2019 | 50,000 | — | 3.76 | 6/11/2029 | 25% annually over 4 years |
| Jul 9, 2020 | 100,000 | 100,000 | 0.71 | 7/9/2030 | Performance (EBITDA %); 50% vested 6/30/2022; rest at 3% for four quarters |
| Jan 21, 2022 | 52,500 | — | 1.10 | 1/21/2032 | 50% vest 1/21/2023; 50% 1/21/2024 |
| Sep 20, 2023 | 18,750 | 18,750 | 0.88 | 9/20/2033 | 50% vest 9/20/2024; 50% 9/20/2025 |
Change-of-control (CoC) vesting mechanics:
- Options under both 2006 and 2022 plans vest 100% immediately before closing of CoC (single-trigger acceleration), with plan-level definitions of CoC events .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 281,886 shares/derivatives, comprising 636 common shares and 281,250 currently exercisable options; additional 118,750 options not currently exercisable |
| Ownership % of outstanding | 1.1% of common stock (based on 24,985,261 shares) |
| Vested vs. unvested breakdown | Vested/exercisable options: 281,250; unexercisable options: 118,750 (as of Apr 25, 2025) |
| Pledging/Hedging | Company prohibits hedging and pledging by directors and executive officers |
| Stock ownership guidelines | Not disclosed in proxy materials |
| Upcoming vesting | 50% of Sep 20, 2023 grant scheduled for vest on Sep 20, 2025 (9,375 options) |
Employment Terms
- Employment agreements: Company has not entered into employment agreements with named executive officers .
- CoC severance: Change-of-Control Severance Agreement provides one year of salary and other benefits if terminated by Company without good cause or by employee for good reason following a CoC (double trigger) .
- Equity acceleration on CoC: Options vest 100% immediately prior to CoC closing; 2022 Plan explicitly provides option/restricted stock acceleration .
- Clawback policy: Adopted March 28, 2025; requires recovery of excess incentive compensation paid to current/former executive officers if a material financial restatement is required; lookback three fiscal years; no indemnification permitted .
- Insider trading policy: Prohibits hedging and pledging; insider trading controls maintained .
- Non-compete/non-solicit/garden leave/consulting: Not disclosed for Mr. Whiting; Company disclosed consulting arrangements for other executives (e.g., Locke) but none for Whiting .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 25,002,614 * | 25,139,419 * | 22,619,536 * |
| EBITDA ($) | (1,958,050)* | (3,882,107)* | (3,775,190)* |
| Net Income ($) | (2,447,927) | (4,598,108) | (4,760,238) |
Notes:
- Values retrieved from S&P Global. EBITDA values marked with an asterisk are provided without document citations and originate from S&P Global data.*
- Pay-versus-performance TSR ($100 initial): 105 (2022), 65 (2023), 121 (2024) .
Compensation Structure Analysis
- Mix shift: Cash salary modest and stable; option awards lower in 2024 vs. 2023 and 2022; no RSUs/PSUs disclosed for Whiting, indicating higher risk-tied equity solely via options .
- Performance metrics: Executive incentives emphasize Adjusted EBITDA thresholds tied to % of revenue; 2020 grants included stringent multi-quarter EBITDA hurdles; a 2024 one-time bonus adds near‑term EBITDA focus .
- Guaranteed vs. at-risk: No guaranteed annual bonus; equity vests performance/time-based with CoC acceleration .
- Repricing/modification: No option repricing disclosed; vest accelerations defined by plan .
Risk Indicators & Red Flags
- Operating losses: Persistent net losses and negative EBITDA across 2022–2024 *.
- CoC acceleration: Single-trigger option acceleration on CoC may diminish retention post-transaction (offset by double-trigger severance for cash) .
- Hedging/pledging: Prohibited (mitigates misalignment risk) .
- Clawback: Present (mitigates financial reporting risk tied to incentives) .
Compensation Peer Group & Say-on-Pay
- Peer group: Not disclosed.
- Say-on-Pay: Advisory vote proposed in 2024; results not disclosed in the proxy .
Expertise & Qualifications
- Education: BA (Political Science/History), JD, MBA .
- Domain experience: Longstanding legal leadership in healthcare, industrials, and technology; public-company governance exposure .
- Board service: Not a director; serves as corporate Secretary and senior officer .
Investment Implications
- Alignment: Heavy use of options and prohibition of hedging/pledging support alignment; absence of RSUs/PSUs suggests higher reliance on market/value creation via option leverage .
- Performance linkage: Incentive design focuses on Adjusted EBITDA % targets; the achievement of initial hurdles (50% vest in 2022) validates operational progress, but negative EBITDA and net losses raise execution risk for sustained performance thresholds *.
- Retention: No employment contract; double-trigger severance at one year salary and benefits provides moderate retention post-CoC; upcoming 2025 vest dates add near‑term retention hooks .
- Trading signals: Upcoming vesting (Sep 20, 2025) could coincide with potential Form 4 activity; one-time 2024 EBITDA bonus may influence near-term operating decisions . Monitoring insider transactions and EBITDA trend progression is warranted.
* Values retrieved from S&P Global.