Susan Hirsch
About Susan Hirsch
Susan F. Hirsch (age 72 as of April 25, 2025) is an independent director of Tecogen Inc. (TGEN), appointed in September 2023; she serves on the Audit Committee and the Nominating & Governance Committee, with a background in investment management and finance and a BS in Accounting from Brooklyn College . The Board determined that she meets independence criteria for the committees and is qualified based on her prior experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuveen Asset Management LLC (TIAA/TIAA-CREF) | Managing Director & Portfolio Manager | 2005–Feb 2021 | Managed >$20B incl. TIAA-CREF Large-Cap Growth Fund |
| Jennison Associates (Prudential Financial unit) | Executive Vice President & Portfolio Manager | Dates not disclosed | Led Mid-Cap Growth and Technology Sector portfolios |
| Lehman Brothers Global Asset Management | Investment management role | Dates not disclosed | Senior portfolio experience |
| Delphi Asset Management | Senior Portfolio Manager | Dates not disclosed | Selected Growth Stock Portfolio leadership |
| Smith Barney; Lehman Brothers | Analyst | Early career; dates not disclosed | Top-ranked institutional analyst (small-cap growth): 1991, 1992, 1993 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Agenus Inc. (public biotech) | Director | Since 2020 | Audit & Finance Committee |
| Baruch College Fund | Trustee | Current | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met four times in FY2024; chair is Angelina M. Galiteva; Board determined all members meet NYSE American/OTCQX independence criteria .
- Committee assignments: Nominating & Governance Committee member; no formal meeting held in 2024; chair is Ahmed F. Ghoniem; independence affirmed for members .
- Board attendance: Two formal Board meetings in 2024 plus two written consents; all current directors attended all Board meetings; independent directors hold at least two executive sessions annually without management .
- Board composition and roles: Seven-member Board; John N. Hatsopoulos is Lead Director .
- Election results signal investor support: At the June 10, 2025 annual meeting, Hirsch received 8,679,952 votes “For,” 105,972 “Withheld,” with 4,775,165 broker non-votes .
Fixed Compensation
- Policy: No cash compensation was paid to non-employee directors in 2023 and 2024; non‑employee directors are eligible for stock or option awards under equity incentive plans; reimbursement of reasonable travel/meeting expenses; employee-directors receive no additional pay .
- Director equity grant policy (adopted March 2022): 100,000 options upon initial appointment; 25,000 options upon re-election/reappointment; options vest in equal installments over four years .
| Year | Fees Earned (Cash, $) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 8,950 | 8,950 |
Performance Compensation
- No performance-based (metric-tied) compensation for non-employee directors was disclosed; director pay is comprised of equity options per policy .
| Performance Metric | Applies to Director Compensation | Notes |
|---|---|---|
| Revenue growth | No | Not used for director pay |
| EBITDA/Adjusted EBITDA | No | Executive bonus plan only (not directors) |
| TSR percentile | No | Not disclosed for directors |
| ESG goals | No | Not disclosed for directors |
| Other financial/operational metrics | No | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Entity | Relationship to TGEN | Interlock/Conflict Notes |
|---|---|---|
| Agenus Inc. | Unrelated industry (biotech) | No TGEN compensation committee interlocks in FY2024; no current comp committee members were ever TGEN employees . |
| Baruch College Fund | Non-profit | No related-party transactions disclosed involving this entity . |
Expertise & Qualifications
- 40+ years in investment management/finance, including senior PM roles at Nuveen (managed >$20B) and Jennison; recognized as top-ranked institutional analyst (small-cap growth) in 1991–1993 .
- BS in Accounting (Brooklyn College) .
- Board determined she is qualified to serve based on her prior experience .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 275,416 | Includes direct shares and options exercisable within 60 days |
| Ownership (% of outstanding) | 1.1% | Based on 24,985,261 shares outstanding as of April 25, 2025 |
| Direct shares held | 250,416 | As disclosed in footnote (11) |
| Options exercisable (within 60 days) | 25,000 | Currently exercisable |
| Options not currently exercisable | 100,000 | From initial appointment grant; vest over four years |
| Hedging/Pledging | Prohibited | Company policy prohibits pledging and derivatives; no pledges disclosed |
Governance Assessment
-
Positive signals:
- Independence and committee service (Audit; Nominating & Governance) affirmed by the Board, supporting oversight quality .
- Strong investor support in 2025 director election, with 8.68M “For” votes and low withholds, indicating market confidence .
- Equity-heavy director pay with no cash fees in 2023–2024 aligns incentives with shareholders; standardized vesting schedule promotes retention .
- All directors had 100% attendance at Board meetings in 2024; Audit Committee met four times, indicating baseline engagement .
-
Watch items / RED FLAGS:
- Nominating & Governance Committee did not hold a formal meeting in 2024, which may signal limited governance process rigor; monitoring future cadence is prudent .
- Board held only two formal meetings in 2024, a low cadence versus typical public-company norms; reliance on informal discussions may dilute structured oversight .
- Related-party financing: the company borrowed $1.0M from director/principal stockholder John N. Hatsopoulos and $0.5M from director Earl R. Lewis, III, with conversion features added in 2025; while unanimously approved and subject to policy/committee review, director-creditor relationships can create perceived conflicts and require robust independent oversight .
- Concentrated insider holdings and family trusts are material in TGEN’s cap table; continued disclosure and audit committee oversight of related-party dynamics is important .
-
Controls mitigating conflict risk:
- Formal related-party transactions policy with Audit Committee review/approval; director recusal when implicated .
- Audit Committee pre-approval for auditor services; independence and chartered responsibilities documented .
Notes on Data Availability
- No director-specific stock ownership guidelines or compliance disclosures were provided; hedging/pledging prohibitions apply broadly to directors and officers .
- No director meeting fees or cash retainers were paid in 2023–2024; equity option grants per policy are disclosed without individual grant dates for Hirsch beyond exercisability status .
- Insider trading Form 4 activity is not detailed in the proxy; Section 16(a) compliance was timely for FY2024 .