PLUG POWER INC, DEF 14A filed on 4/30/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PLUG POWER INC.
Entity Central Index Key 0001093691
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
Value of Initial Fixed $100
Investment Based on:
(4)
Year(1)
Summary
Compensation
Table Total
for PEO
(2)
Compensation
Actually Paid
to PEO
(3)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
(2)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(3)
Plug Power
Total
Shareholder
Return
Peer Group
Total
Shareholder
Return
(5)
GAAP Net
Income
($mil.)
GAAP
Revenue
($mil.)
2025
$ 4,400,653 $ 5,508,082 $ 2,814,078 $ 3,151,734 $ 6 $ 64 $ (1,632) $ 710
2024
$ 2,240,079 $ (406,623) $ 2,760,755 $ 1,749,209 $ 6 $ 48 $ (2,105) $ 629
2023
$ 7,252,805 $ (4,110,966) $ 3,697,805 $ (1,575,440) $ 13 $ 60 $ (1,369) $ 891
2022
$ 766,555 $ (75,973,705) $ 935,683 $ (26,246,111) $ 36 $ 65 $ (724) $ 701
2021
$ 52,248,305 $ 3,988,254 $ 23,665,540 $ 11,696,569 $ 83 $ 97 $ (460) $ 502
(1)
Andrew J. Marsh served as the PEO for the entirety of 2025, 2024, 2023, 2022 and 2021. Our Non-PEO NEOs for the applicable years were as follows:

2025: Jose Luis Crespo, Paul B. Middleton, Dean Fullerton and Benjamin Haycraft

2024: Sanjay K. Shrestha, Paul B. Middleton, Dean Fullerton and Gerard L. Conway, Jr.

2023: Paul B. Middleton, Sanjay K. Shrestha, Gerard L. Conway, Jr. and Jose Luis Crespo

2022: Paul B. Middleton, Sanjay K. Shrestha, Gerard L. Conway, Jr., Jose Luis Crespo, Dirk Ole Hoefelmann and Keith C. Schmid

2021: Paul B. Middleton, Sanjay K. Shrestha, Dirk Ole Hoefelmann, and Gerard L. Conway, Jr.
(2)
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEO, Mr. Marsh, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs.
(3)
Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for Mr. Marsh and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts.
(4)
Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K.
(5)
“Peer Group” represents the NASDAQ Clean Edge Green Energy Index, a published industry index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.
The following table provides a reconciliation of the Summary Compensation Table totals to CAP for the PEO and the average of the Non-PEO NEOs, as required by SEC rules.
2025
2024
2023
2022
2021
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
Summary Compensation Table Total
4,400,653 2,814,078 $ 2,240,079 $ 2,760,755 $ 7,252,805 $ 3,697,805 $ 766,555 $ 935,683 $ 52,248,305 $ 23,665,540
Minus Change in Pension Value Reported in SCT for the Covered Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Pension Value Service
Cost for the Covered
Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Minus Stock Award Value
and Option Award Value
Reported in SCT for the
Covered Year
$ (2,655,000) $ (911,771) $ (1,612,500) $ (1,635,938) $ (6,485,000) $ (3,242,500) $ 0 $ (517,333) $ (50,800,000) $ (22,887,250)
Plus Year End Fair Value
of Equity Awards
Granted During the
Covered Year that
Remain Outstanding and
Unvested as of Last Day
of the Covered Year
3,613,251 1,204,417 $ 1,102,500 $ 1,323,516 $ 2,945,000 $ 1,472,500 $ 0 $ 324,000 $ 52,156,620 $ 22,534,449
Plus Year over Year
Change in Fair Value as
of the Last Day of the
Covered Year of
Outstanding and
Unvested Equity
Awards Granted in Prior
Years
368,492(1) 77,673(1) $ (1,553,923) $ (582,721) $ (6,350,608) $ (2,967,601) $ (73,054,958) $ (25,617,390) $ (40,367,440) $ (9,546,769)
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year
$ 0 $ 0 $ 0 $ 106,031 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Year over Year
Change in Fair Value as
of the Vesting Date of
Equity Awards Granted
in Prior Years that
Vested During the
Covered Year
(219,314) (29,850) $ (123,779) $ (41,495) $ (1,473,163) $ (535,644) $ (3,685,302) $ (1,371,071) $ (9,249,231) $ (2,069,401)
Minus Fair Value at the
End of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the
Covered Year
$ 0 (2,813) $ (459,000) $ (180,939) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Value of Dividends or
other Earnings Paid on
Stock or Option Awards
Not Otherwise Reflected
in Fair Value or Total
Compensation for the
Covered Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Compensation Actually Paid
5,508,082 3,151,734 $ (406,623) $ 1,749,209 $ (4,110,966) $ (1,575,440) $ (75,973,705) $ (26,246,111) $ 3,988,254 $ 11,696,569
(1)
A performance-based tranche of equity awards granted in a prior year was modified during 2025 to remove performance conditions, such that vesting was based solely on continued service. This modification increased the fair value of the award as of December 31, 2025 compared to December 31, 2024.
In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
       
Company Selected Measure Name Revenue        
Named Executive Officers, Footnote
(1)
Andrew J. Marsh served as the PEO for the entirety of 2025, 2024, 2023, 2022 and 2021. Our Non-PEO NEOs for the applicable years were as follows:

2025: Jose Luis Crespo, Paul B. Middleton, Dean Fullerton and Benjamin Haycraft

2024: Sanjay K. Shrestha, Paul B. Middleton, Dean Fullerton and Gerard L. Conway, Jr.

2023: Paul B. Middleton, Sanjay K. Shrestha, Gerard L. Conway, Jr. and Jose Luis Crespo

2022: Paul B. Middleton, Sanjay K. Shrestha, Gerard L. Conway, Jr., Jose Luis Crespo, Dirk Ole Hoefelmann and Keith C. Schmid

2021: Paul B. Middleton, Sanjay K. Shrestha, Dirk Ole Hoefelmann, and Gerard L. Conway, Jr.
       
Peer Group Issuers, Footnote
(5)
“Peer Group” represents the NASDAQ Clean Edge Green Energy Index, a published industry index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.
       
PEO Total Compensation Amount $ 4,400,653 $ 2,240,079 $ 7,252,805 $ 766,555 $ 52,248,305
PEO Actually Paid Compensation Amount $ 5,508,082 (406,623) (4,110,966) (75,973,705) 3,988,254
Adjustment To PEO Compensation, Footnote
(3)
Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for Mr. Marsh and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts.
The following table provides a reconciliation of the Summary Compensation Table totals to CAP for the PEO and the average of the Non-PEO NEOs, as required by SEC rules.
2025
2024
2023
2022
2021
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
Summary Compensation Table Total
4,400,653 2,814,078 $ 2,240,079 $ 2,760,755 $ 7,252,805 $ 3,697,805 $ 766,555 $ 935,683 $ 52,248,305 $ 23,665,540
Minus Change in Pension Value Reported in SCT for the Covered Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Pension Value Service
Cost for the Covered
Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Minus Stock Award Value
and Option Award Value
Reported in SCT for the
Covered Year
$ (2,655,000) $ (911,771) $ (1,612,500) $ (1,635,938) $ (6,485,000) $ (3,242,500) $ 0 $ (517,333) $ (50,800,000) $ (22,887,250)
Plus Year End Fair Value
of Equity Awards
Granted During the
Covered Year that
Remain Outstanding and
Unvested as of Last Day
of the Covered Year
3,613,251 1,204,417 $ 1,102,500 $ 1,323,516 $ 2,945,000 $ 1,472,500 $ 0 $ 324,000 $ 52,156,620 $ 22,534,449
Plus Year over Year
Change in Fair Value as
of the Last Day of the
Covered Year of
Outstanding and
Unvested Equity
Awards Granted in Prior
Years
368,492(1) 77,673(1) $ (1,553,923) $ (582,721) $ (6,350,608) $ (2,967,601) $ (73,054,958) $ (25,617,390) $ (40,367,440) $ (9,546,769)
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year
$ 0 $ 0 $ 0 $ 106,031 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Year over Year
Change in Fair Value as
of the Vesting Date of
Equity Awards Granted
in Prior Years that
Vested During the
Covered Year
(219,314) (29,850) $ (123,779) $ (41,495) $ (1,473,163) $ (535,644) $ (3,685,302) $ (1,371,071) $ (9,249,231) $ (2,069,401)
Minus Fair Value at the
End of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the
Covered Year
$ 0 (2,813) $ (459,000) $ (180,939) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Value of Dividends or
other Earnings Paid on
Stock or Option Awards
Not Otherwise Reflected
in Fair Value or Total
Compensation for the
Covered Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Compensation Actually Paid
5,508,082 3,151,734 $ (406,623) $ 1,749,209 $ (4,110,966) $ (1,575,440) $ (75,973,705) $ (26,246,111) $ 3,988,254 $ 11,696,569
(1)
A performance-based tranche of equity awards granted in a prior year was modified during 2025 to remove performance conditions, such that vesting was based solely on continued service. This modification increased the fair value of the award as of December 31, 2025 compared to December 31, 2024.
       
Non-PEO NEO Average Total Compensation Amount $ 2,814,078 2,760,755 3,697,805 935,683 23,665,540
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,151,734 1,749,209 (1,575,440) (26,246,111) 11,696,569
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for Mr. Marsh and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts.
The following table provides a reconciliation of the Summary Compensation Table totals to CAP for the PEO and the average of the Non-PEO NEOs, as required by SEC rules.
2025
2024
2023
2022
2021
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
PEO
Average
Non-PEO
NEOs
Summary Compensation Table Total
4,400,653 2,814,078 $ 2,240,079 $ 2,760,755 $ 7,252,805 $ 3,697,805 $ 766,555 $ 935,683 $ 52,248,305 $ 23,665,540
Minus Change in Pension Value Reported in SCT for the Covered Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Pension Value Service
Cost for the Covered
Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Minus Stock Award Value
and Option Award Value
Reported in SCT for the
Covered Year
$ (2,655,000) $ (911,771) $ (1,612,500) $ (1,635,938) $ (6,485,000) $ (3,242,500) $ 0 $ (517,333) $ (50,800,000) $ (22,887,250)
Plus Year End Fair Value
of Equity Awards
Granted During the
Covered Year that
Remain Outstanding and
Unvested as of Last Day
of the Covered Year
3,613,251 1,204,417 $ 1,102,500 $ 1,323,516 $ 2,945,000 $ 1,472,500 $ 0 $ 324,000 $ 52,156,620 $ 22,534,449
Plus Year over Year
Change in Fair Value as
of the Last Day of the
Covered Year of
Outstanding and
Unvested Equity
Awards Granted in Prior
Years
368,492(1) 77,673(1) $ (1,553,923) $ (582,721) $ (6,350,608) $ (2,967,601) $ (73,054,958) $ (25,617,390) $ (40,367,440) $ (9,546,769)
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year
$ 0 $ 0 $ 0 $ 106,031 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Year over Year
Change in Fair Value as
of the Vesting Date of
Equity Awards Granted
in Prior Years that
Vested During the
Covered Year
(219,314) (29,850) $ (123,779) $ (41,495) $ (1,473,163) $ (535,644) $ (3,685,302) $ (1,371,071) $ (9,249,231) $ (2,069,401)
Minus Fair Value at the
End of the Prior Year of
Equity Awards that
Failed to Meet Vesting
Conditions in the
Covered Year
$ 0 (2,813) $ (459,000) $ (180,939) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Plus Value of Dividends or
other Earnings Paid on
Stock or Option Awards
Not Otherwise Reflected
in Fair Value or Total
Compensation for the
Covered Year
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Compensation Actually Paid
5,508,082 3,151,734 $ (406,623) $ 1,749,209 $ (4,110,966) $ (1,575,440) $ (75,973,705) $ (26,246,111) $ 3,988,254 $ 11,696,569
(1)
A performance-based tranche of equity awards granted in a prior year was modified during 2025 to remove performance conditions, such that vesting was based solely on continued service. This modification increased the fair value of the award as of December 31, 2025 compared to December 31, 2024.
       
Compensation Actually Paid vs. Total Shareholder Return
Relationship between CAP and TSR. The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between PEO and average Non-PEO NEOs CAP and our TSR.
[MISSING IMAGE: bc_capvstsr-4c.jpg]
       
Compensation Actually Paid vs. Net Income
Relationship between CAP and GAAP Net Income. The graph below illustrates the relationship between the PEO and average Non-PEO NEOs CAP and our GAAP net income.
[MISSING IMAGE: bc_capvsnetinc-4c.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
Relationship between CAP and GAAP Revenue (our Company-Selected Measure). The graph below illustrates the relationship between the PEO and average Non-PEO NEOs CAP and the Company’s GAAP revenue.
[MISSING IMAGE: bc_capvsrevenue-4c.jpg]
       
Total Shareholder Return Vs Peer Group
Relationship between CAP and TSR. The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between PEO and average Non-PEO NEOs CAP and our TSR.
[MISSING IMAGE: bc_capvstsr-4c.jpg]
       
Tabular List, Table
Performance Measures Used to Link Company Performance and CAP. The following is a list of performance measures that in our assessment represent the most important performance measures used by the Company to link CAP to the named executive officers for 2025. Each metric below is used for purposes of determining payouts under our annual incentive program. Please see the section titled “Compensation Discussion and Analysis” for a further description of these metrics and how they are used in the Company’s executive compensation program.
Revenue
Gross Margin
Individual Performance Goals
       
Total Shareholder Return Amount $ 6 6 13 36 83
Peer Group Total Shareholder Return Amount 64 48 60 65 97
Net Income (Loss) $ (1,632,000,000) $ (2,105,000,000) $ (1,369,000,000) $ (724,000,000) $ (460,000,000)
Company Selected Measure Amount 710,000,000 629,000,000 891,000,000 701,000,000 502,000,000
PEO Name Andrew J. Marsh        
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Gross Margin        
Measure:: 3          
Pay vs Performance Disclosure          
Name Individual Performance Goals        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,655,000) (1,612,500) (6,485,000) 0 (50,800,000)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,613,251 1,102,500 2,945,000 0 52,156,620
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 368,492 (1,553,923) (6,350,608) (73,054,958) (40,367,440)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (219,314) (123,779) (1,473,163) (3,685,302) (9,249,231)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (459,000) 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (911,771) (1,635,938) (3,242,500) (517,333) (22,887,250)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,204,417 1,323,516 1,472,500 324,000 22,534,449
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 77,673 (582,721) (2,967,601) (25,617,390) (9,546,769)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 106,031 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (29,850) (41,495) (535,644) (1,371,071) (2,069,401)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,813) (180,939) 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true