Roger Deschenes
About Roger Deschenes
Roger P. Deschenes (age 66) is Tecogen’s Chief Accounting Officer, having consulted in September 2020 and joined in March 2021; he is a Certified Management Accountant with a B.S. in Business Administration from Salem State University . Company performance during his tenure shows Pay-vs-Performance TSR progression ($100 initial investment) of $105 (2022), $65 (2023), and $121 (2024), while net income was $(2,447,927) (2022), $(4,598,108) (2023), and $(4,760,238) (2024) . He has worked part-time (~30 hours/week) in 2023–2024, aligning cost discipline with a compensation framework tied to Adjusted EBITDA outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L3 Security Detection Systems, Inc. | Division Chief Financial Officer | 2017–2018 | Led divisional finance in high-tech manufacturing; public-company rigor to ops/controls |
| Implant Sciences Corporation | VP Finance, CFO, CAO | 2008–2017 | Built finance, reporting, and controls through growth and regulatory demands |
| Beacon Roofing Supply, Inc. | Vice President, Finance | 2006–2007 | Strengthened finance processes in distribution; cash cycle and margin focus |
| Saucony, Inc. | VP Controller, CAO, Assistant Treasurer | 1990–2006 | End-to-end accounting leadership; multi-role expansion in consumer products |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Salem State University | Degree: B.S. Business Administration | — | Formal finance foundation supports technical accounting leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 142,425 | 151,886 |
| Bonus ($) | — | — |
| Option awards ($) | 15,188 | — |
| All other compensation ($) | 1,363 | 1,326 |
| Total ($) | 158,976 | 153,212 |
Performance Compensation
| Metric | Target/Condition | Role Eligibility | Payout | Vesting/Timing |
|---|---|---|---|---|
| One-time performance bonus | Company achieves two consecutive quarters of positive Adjusted EBITDA > 2%, inclusive of bonus accruals | CAO included | $35,000 | Upon achievement; one-time payment |
| Equity awards (options) | Time- and performance-based vesting by grant; see schedules below | CAO | N/A (grant-date FV varies) | By award terms (below) |
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Shares owned directly | 24,998 | 24,998 |
| Options – exercisable | 77,500 | 96,250 |
| Options – unexercisable | 62,500 | 43,750 |
| Total beneficial ownership (shares) | 102,498 | 121,248 |
| Ownership as % of shares outstanding | <1% | <1% |
- Pledging/Hedging: Tecogen prohibits executives/directors from pledging shares or entering derivative/hedging transactions in company stock .
- Stock ownership guidelines: Not disclosed.
- Compliance: No delinquent Section 16 reports for officers/directors reported for 2024; company states timely compliance .
Option Award Detail and Vesting Schedules
| Grant (as of 12/31) | Exercisable 2024 | Unexerc. 2024 | Strike ($) | Expiration | Vesting/Conditions | Exercisable 2025 | Unexerc. 2025 |
|---|---|---|---|---|---|---|---|
| 9/21/2020 (performance) | 25,000 | 25,000 | 0.78 | 9/21/2030 | 50% vests at Adj. EBITDA ≥2% two consecutive quarters; remaining 50% at ≥3% for four consecutive quarters; initial target achieved 6/30/2022 | 25,000 | 25,000 |
| 1/21/2022 (time-based) | 26,250 | 26,250 | 1.10 | 1/21/2032 | 50% vests 1/21/2023; 50% vests 1/21/2024, subject to continued employment | 52,500 | — |
| 9/20/2023 (time-based) | — | 37,500 | 0.88 | 9/20/2033 | 50% vests 9/20/2024; 50% vests 9/20/2025, subject to continued employment | 18,750 | 18,750 |
Employment Terms
- Start and status: Consulted September 2020; joined March 2021 as CAO; part-time (~30 hours/week) in 2023–2024 .
- Employment agreement: Company has not entered employment agreements with named executive officers; equity plans include change-of-control acceleration provisions .
- Change-of-control economics:
- 2006 Plan: In change of control, unassumed/substituted options may become fully exercisable or be cashed out; if assumed/substituted and employment terminated within 6 months post-CoC (with exceptions), outstanding options vest immediately .
- 2022 Plan: Unless otherwise provided, all outstanding options vest and restricted stock restrictions lapse immediately prior to change of control .
- Severance: Change-of-control severance agreements disclosed only for COO (Panora) and General Counsel (Whiting); none disclosed for CAO .
- Clawback: “Policy for the Recovery of Erroneously Awarded Incentive Compensation” adopted March 28, 2025; applies to current/former executive officers for 3 fiscal years preceding a restatement; recovery required unless impracticable .
- Insider trading policy: Prohibits hedging and pledging; governance documents posted on company website (textual reference only) .
Company Performance (Context for Pay-for-Performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR value of $100 initial investment ($) | 105 | 65 | 121 |
| Net Income (Loss) ($) | (2,447,927) | (4,598,108) | (4,760,238) |
Risk Indicators & Red Flags
- Legal proceedings: Company states no material proceedings involving directors/officers/affiliates with material adverse interest to Tecogen .
- Governance controls: Material weakness noted in IT general controls and disclosure controls; remediation ongoing (context in 2024 10‑K) .
- Related-party financing: Director loans with potential conversion to common stock; mandatory prepayment upon change of control; extended maturities to July 31, 2026 (Hatsopoulos) and conversion permitted (Lewis) .
- Section 16 compliance: 2024 timely compliance for officers/directors; directors had late filings in 2023 (not Deschenes) .
Compensation Structure Analysis
- Mix and trend: 2024 cash-centric pay (salary, no equity grants) for Deschenes; 2023 included modest option grant value ($15,188) .
- Performance linkage: One-time 2024 bonus plan clearly tied to Adjusted EBITDA (>2% for two consecutive quarters), supporting pay-for-performance alignment for CAO .
- Equity terms: Options predominantly low strikes ($0.78–$1.10–$0.88) with near-term vesting milestones (2024–2025), implying potential realizable value contingent on performance and market conditions .
Investment Implications
- Alignment: Prohibition on pledging/hedging and explicit clawback strengthen alignment and downside protection; bonus linked to Adjusted EBITDA supports operational discipline .
- Retention/overhang: Upcoming option vesting through 2025 (especially 9/20/2023 grant) creates retention hooks but may add potential selling pressure around vest dates; no individual severance for CAO reduces change-of-control liabilities .
- Governance/controls: Noted control weaknesses (IT/disclosure) warrant monitoring for remediation progress; related-party financing with conversion features can be dilutive in stress scenarios .
- Performance backdrop: Despite improved TSR in 2024, persistent net losses indicate execution risk; bonus trigger based on Adjusted EBITDA >2% offers a clear milestone to track for incentive payouts .