Independent
Tenure on this board
12.7 yrs
7 nominees · 4 ballot items.
Four proposals: election of seven directors; ratification of Wolf & Company, P.C. as independent auditors; a non-binding advisory vote to approve named executive officer compensation for 2025 (Say on Pay); and a non-binding advisory vote on the frequency of future Say on Pay votes (Board recommends every three years).
Elect seven directors to the Board to hold office until the next annual meeting or until their successors are duly elected and qualified.
Ratify the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the upcoming year.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers for 2025.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers for 2025. Management frames this as an advisory mechanism required by Rule 14a-21 and emphasizes that the Compensation Committee values investor feedback and will consider the result in future compensation decisions. The Company states a clear pay-for-performance philosophy: compensation is structured to reward executives for achieving financial and operational goals, with a mixture of near-term and longer-term incentives (including equity awards and performance-contingent options tied to Adjusted EBITDA targets). The vote is advisory and non-binding, meaning it will not directly change contractual pay but serves as a governance signal to the Compensation Committee and Board. In the specific company context, the proxy discloses that pay includes significant equity-based awards and performance metrics tied to Adjusted EBITDA, while the company reported net losses in recent years—information relevant to evaluating alignment. The Board’s recommendation to vote FOR reflects its view that the program aligns management and shareholder interests and that shareholder input should inform future design. A thoughtful investor review should weigh the advisory nature of the vote, the explicit performance metrics and vesting conditions, the magnitude and structure of equity awards granted in 2025, and the company’s recent financial performance when deciding whether to support the proposal. If approved, the result would endorse current compensation philosophy and practices; if opposed, it would signal investor concerns that could prompt the Compensation Committee to revise targets, metrics, or pay mix.
Non-binding advisory vote to select whether future non-binding advisory votes on executive compensation should occur every one, two or three years (Board recommends three years).
This management proposal asks shareholders to indicate, in a non-binding advisory manner, whether the Company should hold future say-on-pay votes every one, two, or three years. The request is mandated periodically by the SEC and is advisory; it does not bind the Board or Compensation Committee but serves as a governance signal. The Board recommends a three-year frequency, arguing that triennial votes provide regular and direct feedback without encouraging short-termism in executive pay design. For investors, the trade-off is between more frequent (annual) accountability versus multi-year cycles that allow compensation programs time to operate and performance metrics to materialize; given Tecogen’s use of multi-quarter Adjusted EBITDA performance triggers and equity awards with multi-year vesting, a three-year cycle gives time for those incentives to play out. The Board’s recommendation aligns with a governance posture that prioritizes strategic stability in pay programs while remaining responsive to shareholder input; however, shareholders who prefer annual accountability may vote differently to signal demand for more frequent engagement. The advisory nature of the vote means investors should view the outcome as directional; a strong shareholder preference for a different frequency would likely prompt the Compensation Committee to reassess cadence but would not automatically change policy. Evaluating this proposal requires weighing the company’s size, the multi-year nature of its performance metrics, historical pay-for-performance alignment, and investor preference for oversight cadence.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.6% | 769,964 | $2M |
| 2 | BARD ASSOCIATES INC | 2.3% | 688,309 | $2M |
| 3 | Clear Harbor Asset Management, LLC | 2.2% | 650,000 | $2M |
| 4 | Portolan Capital Management, LLC | 1.5% | 443,555 | $1M |
| 5 | HERALD INVESTMENT MANAGEMENT Ltd | 1.4% | 420,000 | $1M |
| 6 | Arosa Capital Management LP | 1.2% | 350,000 | $896K |
| 7 | Palisades Investment Partners, LLC | 1.1% | 333,907 | $855K |
| 8 | UBS Group AG | 1.0% | 301,430 | $772K |
| 9 | Meros Investment Management, LP | 1.0% | 291,705 | $747K |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.9% | 272,300 | $697K |
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