Plug Power (PLUG) Proxy filing summary

Executive summary

• Focus on improving execution, financial discipline, and long-term shareholder value, with Project Quantum Leap driving cost reductions and operational improvements since 2024.

• Revenue grew to $710 million in 2025, a 13% increase year-over-year, with positive gross profit in Q4 2025 and reduced cash usage compared to 2024.

• Strategic priorities include material handling, electrolyzers, and hydrogen supply, with a strong customer base and over 74,000 fuel cell systems deployed.

• Targeting positive EBITDAS in Q4 2026, leveraging improved pricing, cost discipline, and operating leverage.

Voting matters and shareholder proposals

• Election of four Class III Directors to serve until 2029.

• Approval of an amendment to the 2021 Stock Option and Incentive Plan to increase reserved shares by 25,000,000.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

Board of directors and corporate governance

• Board consists of ten members divided into three classes, with a mix of long-tenured and recently appointed directors.

• Leadership structure separates CEO and Chairman roles, with a Lead Independent Director providing additional oversight.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, Strategy and Financing, and Regulatory Affairs.

• Board refreshment and diversity are emphasized, with two female directors and one LGBTQ+ member.