Robert Panora
About Robert Panora
Robert A. Panora is President and Chief Operating Officer of Tecogen, serving in this role since the company’s organization in 2000. He is 70 years old as of April 25, 2025, and holds B.S. and M.S. degrees in Chemical Engineering from Tufts University . Panora’s background spans operations, engineering, product development, and commercialization across Tecogen and Thermo Electron (now Thermo Fisher) divisions, including leading development of Tecogen’s first cogeneration product . Company pay-versus-performance disclosures show total shareholder return (TSR) values for a hypothetical $100 investment of $121 in 2024, $65 in 2023, and $105 in 2022, alongside net losses of $(4,760,238), $(4,598,108), and $(2,447,927), respectively, with executive incentive design explicitly tied to EBITDA goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo Electron Corporation (division) | Manager of Product Development; Engineering Manager; Operations Manager | 1984–1990 | Built engineering/operations capabilities and processes pre-Tecogen spinout |
| Thermo Electron Corporation (division) | General Manager, Product Group | 1990–2000 | Led product group overseeing sales, marketing, engineering, service, manufacturing |
| Tecogen | President & COO | 2000–present | Led cross-functional operations; product conceptualization; sales tools; manufacturing scale-up |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American DG Energy (ADGE) | Director of Operations | Aug 2015–completion of ADGE merger | Directed operations integration and execution through merger period |
| American DG Energy (ADGE) | Sole Director | Appointed Mar 29, 2018 | Governance oversight post-merger appointment |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 Current |
|---|---|---|---|
| Base Salary ($) | $161,477 | $164,800 | $200,000 (effective Mar 6, 2025) |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $0 | $0 | Not disclosed |
| All Other Compensation ($) | $1,959 (insurance + 401k match) | $2,471 (insurance + 401k match) | Not disclosed |
Performance Compensation
Annual/One-time Cash Incentives
| Plan | Metric | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Executive Officer Target Bonus Plan (adopted Mar 1, 2024) | Adjusted EBITDA as % of revenue | Two consecutive quarters of positive Adjusted EBITDA > 2% (inclusive of bonus accruals) | $35,000 bonus for COO, payable upon achieving target; no 2024 bonus shown in SCT | One-time payment upon condition; no 2024 payout recorded |
Equity Incentives (Options)
| Grant Date | Type | Strike ($) | Expiration | Exercisable (#) | Unexercisable (#) | Performance/Time Vesting Details | Status/Events |
|---|---|---|---|---|---|---|---|
| May 12, 2016 (Ilios merger exchange) | Option | $0.79 | 04/29/2026 | 12,723 | — | Fully vested upon merger exchange ratio (Ilios to Tecogen) | Outstanding/exercisable as of 12/31/2024 |
| Jul 9, 2020 | Performance Option | $0.71 | 07/09/2030 | 100,000 | 100,000 | 50% vest upon Adjusted EBITDA ≥ 2% of revenue for two consecutive quarters; remaining 50% upon Adjusted EBITDA ≥ 3% for four consecutive quarters; acceleration upon change-of-control | First 50% vested on Jun 30, 2022; remaining 100,000 unexercisable as of 12/31/2024 |
| Jan 21, 2022 | Time-based Option | $1.10 | 01/21/2032 | 52,500 | — | 50% vest on Jan 21, 2023; 50% vest on Jan 21, 2024 | Fully vested 52,500 as of 12/31/2024 |
Pay-versus-Performance Context
| Year | Value of $100 Investment (TSR, $) | Net Income (Loss, $) |
|---|---|---|
| 2022 | 105 | (2,447,927) |
| 2023 | 65 | (4,598,108) |
| 2024 | 121 | (4,760,238) |
Incentive design: Company states PEO/NEO compensation is “at-risk” and tied to EBITDA-based goals, with annual bonuses and majority of equity awards based on operating performance against pre-defined goals .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | Percent of Class | Composition Notes |
|---|---|---|---|
| Robert A. Panora | 165,223 | <1% | Represents currently exercisable options; excludes 100,000 options not currently exercisable |
| Shares Outstanding (reference base) | 24,985,261 | — | Basis for percentage calculation as of Apr 25, 2025 |
- Outstanding awards as of Dec 31, 2024: 12,723 options ($0.79, exp 4/29/2026); 100,000 options ($0.71, exp 7/9/2030) exercisable; 100,000 options ($0.71) unexercisable; 52,500 options ($1.10, exp 1/21/2032) exercisable .
- Company prohibits hedging and pledging by directors and executive officers; no pledges disclosed for Panora .
Employment Terms
- Employment Agreement: Company has not entered into employment agreements with named executive officers (including Panora) .
- Change-in-Control Severance: Panora has a Change of Control Severance Agreement providing one year of salary and other benefits upon termination by the Company without good cause or by the employee for good reason following a change in control (double trigger) .
- Equity Award Acceleration: Option awards under 2006 and 2022 plans include acceleration of vesting upon change of control; see outstanding awards table for potential vesting .
- Clawback: Board adopted a clawback policy on Mar 28, 2025 requiring recoupment of excess incentive compensation in the event of a financial restatement (applies to current/former executive officers; lookback of three completed fiscal years) .
- 2025 Role/Comp Update: Panora increased time commitment to full-time in Feb 2025; Compensation Committee raised base pay to $200,000 on Mar 6, 2025 to address operational needs amid anticipated growth .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: 2023–2024 compensation for Panora was predominantly fixed cash salary with modest benefits; no stock/option awards recorded in SCT for 2023–2024 (equity awards outstanding are from prior grants) .
- Performance-linked equity: Significant 2020 performance option uses Adjusted EBITDA thresholds; half vested when initial target achieved; remaining half contingent on sustained higher EBITDA margins across four consecutive quarters .
- Governance/controls: Clawback policy adoption (Mar 2025) and strict prohibition on hedging/pledging strengthen alignment and reduce risk of misaligned incentives .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives and directors; none disclosed for Panora .
- Employment agreement absence: Flexibility for Company, but may increase retention risk absent longer-term guarantees; mitigated by change-in-control severance .
- Option concentration: Ownership composed of exercisable options (<1% of class); creates potential selling pressure around exercises, but no insider sales data provided in proxy .
Performance & Track Record
- Operational leadership: 31-year tenure across Tecogen and predecessors, spanning sales/marketing, engineering, service, manufacturing; contributed to development of Tecogen’s first cogeneration product and authored core business/sales documents .
- Recent operational focus: Shift back to full-time in 2025, plus hire of experienced Manufacturing Manager to increase throughput .
- Company financials context: TSR improved in 2024 vs 2023; net losses persisted (2022–2024), informing the use of EBITDA-based performance incentives .
Compensation Committee & Governance Notes
- Compensation Committee: Independent members (Chair Earl R. Lewis III, Angelina M. Galiteva, Ahmed F. Ghoniem); one formal meeting in 2024; no compensation consultant engaged in 2024 .
- Equity Plans: 2006 Plan (expires Jan 1, 2026) with 3,838,750 shares reserved (2,737,582 granted as of 12/31/2024); 2022 Plan (term to Mar 8, 2032) with 3,800,000 shares reserved (850,000 granted as of 12/31/2024) .
- Securities Authorized under Plans: 2,752,962 securities to be issued upon exercise outstanding; weighted average exercise price $1.14; 4,058,168 remaining available for future issuance as of Dec 31, 2024 .
Equity Ownership & Vesting Schedules (Detailed)
| Award | Key Vesting Terms | Specific Dates/Events |
|---|---|---|
| Jul 9, 2020 Option (Performance) | 50% vest at Adjusted EBITDA ≥ 2% of revenue for two consecutive quarters; remaining 50% at Adjusted EBITDA ≥ 3% for four consecutive quarters; acceleration upon change-of-control | 50% vested on Jun 30, 2022; 100,000 options unexercisable remain as of 12/31/2024 |
| Jan 21, 2022 Option (Time-based) | 50% vest on first anniversary; 50% on second anniversary; acceleration upon change-of-control | Vested 50% on Jan 21, 2023 and 50% on Jan 21, 2024 |
| May 12, 2016 Ilios Merger Exchange | Fully vested upon merger exchange; exercisable options exchanged at set ratio | 12,723 exercisable as of 12/31/2024; exp 04/29/2026 |
Investment Implications
- Alignment: Panora’s equity exposure is option-heavy with meaningful performance-based vesting history; hedging/pledging prohibitions and clawback policy further align incentives with shareholders .
- Retention/Execution: The 2025 shift to full-time and base salary increase signal commitment to scaling operations; change-in-control severance (double trigger) provides protection without an employment agreement—moderate retention risk mitigated by severance and long-dated options .
- Trading Signals: Upcoming potential exercises relate to low-strike options ($0.71–$1.10) with expirations in 2030–2032; while options can create periodic selling pressure upon exercise, no insider selling data is disclosed here; monitor Form 4 filings for any sales around vesting/exercise windows .
- Performance linkage: Cash bonuses and equity awards are tied to EBITDA metrics; achieving sustained margin targets (≥3% for four quarters) could unlock remaining performance options and may indicate operational inflection—key catalyst to watch .