PLUG POWER INC (PLUG)
Sector: Industrials
2026 Annual Meeting Analysis
PLUG POWER INC · Meeting: June 11, 2026
Directors FOR
1
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Four Class III Directors
Against Analysis
Mr. Crespo was just appointed to the board in March 2026 and technically falls within the 24-month new-director exemption; however, as the company's Chief Revenue Officer and then President during the period of severe stock underperformance (PLUG lost 63% over 3 years while the peer group median declined only 34%, a gap of 28.6 percentage points that exceeds the 20-point policy threshold for negative absolute TSR), he bears direct executive accountability for that underperformance — the 5-year picture is even worse (-88% vs. peer median -73%), so no 5-year mitigant applies. Given his deep operational role during the underperformance period, we vote AGAINST despite the technical board tenure exemption.
Mr. Joggerst has served on the board since July 2023, giving him roughly 2.5 to 3 years of tenure that substantially overlaps with the 3-year underperformance window; PLUG's stock fell 63% over three years while the compensation peer group declined only 34% at the median, a gap of 28.6 percentage points which exceeds the 20-point policy threshold for companies with negative absolute TSR. Checking the 5-year mitigant: the 5-year gap of -15pp (PLUG -88% vs. peer median -73%) does NOT exceed the 20pp threshold, meaning the 5-year record is relatively adequate versus peers — under policy version 1.2, this downgrades the vote from AGAINST to FOR. Accordingly, we vote FOR Mr. Joggerst given that the 3-year underperformance appears to be a recent deterioration against a longer-term record that, while deeply negative in absolute terms, has tracked peers within the policy tolerance.
Mr. Willis has been a director since 2003 and his tenure fully overlaps with the 3-year underperformance period during which PLUG's stock declined 63% versus the peer group median decline of 34%, a shortfall of 28.6 percentage points that exceeds the policy's 20-point trigger for companies with negative absolute returns. However, applying the 5-year mitigant: PLUG's 5-year return of -88% versus the peer median of -73% is a gap of only 15 percentage points, which does not exceed the 20-point threshold — meaning the longer-term record, while poor in absolute terms, has tracked peers within the policy tolerance. Under policy version 1.2, this downgrades the vote from AGAINST to FOR. We vote FOR Mr. Willis with a note that the recent 3-year underperformance is a concern the board must address.
For Analysis
Mr. Angle joined the board in August 2024, which is less than 24 months before the meeting, so he is exempt from the stock performance trigger under policy; his background in robotics, AI, and public company leadership is relevant to Plug Power's technology needs.
Of the four Class III director nominees, we vote AGAINST Jose Luis Crespo due to his deep executive accountability for the company's severe stock underperformance during the period he served as Chief Revenue Officer and President, notwithstanding his recent board appointment. For the remaining three nominees — Colin Angle (exempt as a director under 24 months), Patrick Joggerst, and Gary K. Willis — the 3-year TSR trigger fires given PLUG's -28.6pp gap versus the peer group median, but the 5-year mitigant applies to Joggerst and Willis since the 5-year peer gap of -15pp falls within the 20pp policy tolerance, downgrading those votes to FOR. The result is one AGAINST (Crespo) and three FOR votes.
Say on Pay
✗ AGAINSTCEO
Andrew J. Marsh
Total Comp
$4,400,653
Prior Support
80%%
The most significant concern with Plug Power's 2025 executive compensation program is that the entire long-term incentive program consists of time-vesting stock options with no performance conditions — the committee itself acknowledges this and states it intends to add performance-based awards in the future, but that future intent does not cure the current program design, which our policy treats as incentive pay lacking meaningful performance conditions and therefore effectively fixed pay disguised as variable pay. Compounding this, the company mid-cycle stripped the performance hurdles from 2023 and 2024 performance-based grants, converting them to pure time-based awards, which directly undermines the pay-for-performance link at a time when the stock had severely underperformed peers. The pay-for-performance alignment check also fails: variable compensation is above benchmark levels (driven by large stock option grants, a $1.5M cash payment to the CFO in lieu of equity, and substantial one-time retention bonuses across the team) while PLUG's 3-year total shareholder return of -63% trails the compensation peer group median by 28.6 percentage points — shareholders lost significantly more value than peers while executives received above-market incentive payouts. The prior year say-on-pay support of 80% is above the 70% threshold that would trigger an automatic No, but the structural problems identified above independently warrant a No vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,129,493
Non-Audit Fees
$422,450
Non-audit fees (audit-related fees of $401,288, tax fees of $19,116, and other fees of $2,046, totaling approximately $422,450) represent about 6.9% of audit fees of $6,129,493, which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; Deloitte is a Big 4 firm appropriate for a company of Plug Power's size and complexity.
Overall Assessment
The 2026 Plug Power annual meeting presents a mixed ballot: we vote FOR on auditor ratification (Deloitte fees are clean, no independence concerns) but AGAINST on Say on Pay due to a compensation program that has no performance conditions on long-term equity awards, mid-cycle waiver of previously-granted performance conditions, and substantial above-benchmark incentive pay paid despite severe stock underperformance versus peers. On the director slate, we vote AGAINST CEO Jose Luis Crespo (executive accountability for underperformance during his tenure as Chief Revenue Officer and President) and FOR the remaining three nominees (Colin Angle exempt as a new director; Joggerst and Willis benefit from the 5-year TSR mitigant that shows peer-relative performance within policy tolerance over the longer horizon).
Compensation Peer Group
9 companies disclosed in 2026 proxy filing