Employee Benefit Plans | 20. Employee Benefit Plans 2011 and 2021 Stock Option and Incentive Plan The Company has issued stock-based awards to employees and members of its Board of Directors (the “Board”) consisting of stock options and restricted stock and restricted stock unit awards. The Company accounts for all stock-based awards to employees and members of the Board as compensation costs in the consolidated financial statements based on their fair values measured as of the date of grant. These costs are recognized over the requisite service period. Stock-based compensation costs recognized, excluding the Company’s matching contributions of $2.6 million and $3.0 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were $21.3 million and $42.4 million for the three months ended September September The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands): Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Cost of sales $ 1,459 $ 3,115 $ 5,544 $ 8,231 Research and development 2,028 2,935 6,621 6,982 Selling, general and administrative 17,784 36,392 42,224 104,278 $ 21,271 $ 42,442 $ 54,389 $ 119,491 Option Awards The Company issues options that are time and performance-based awards. All option awards are determined to be classified as equity awards. Service Stock Options Awards The following table reflects the service stock option activity for the nine months ended September 30, 2024: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding as of December 31, 2023 17,336,362 $ 11.37 7.86 $ 11,391 Options exercisable as of December 31, 2023 8,288,944 11.84 6.18 7,250 Options unvested as of December 31, 2023 9,047,418 10.94 9.39 4,141 Granted 6,194,625 2.45 — — Exercised (47,500) 2.09 — — Forfeited (2,869,251) 15.98 — — Options outstanding as of September 30, 2024 20,614,236 $ 8.07 7.35 $ 476 Options exercisable as of September 30, 2024 8,733,294 11.56 5.63 342 Options unvested as of September 30, 2024 11,880,942 $ 5.51 8.62 $ 134 The weighted average grant date fair value of the service stock options granted during the nine months ended September September The total fair value of the service stock options that vested during the nine months ended September Compensation cost associated with service stock options represented approximately $3.7 million and $8.6 million of the total share-based payment expense recorded for the three months ended September September September Market Condition Stock Option Awards The following table reflects the market condition stock option award activity for the nine months ended September Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Terms Value Options outstanding as of December 31, 2023 21,925,000 $ 21.32 5.27 $ — Options exercisable as of December 31, 2023 2,782,000 26.9 4.7 — Options unvested as of December 31, 2023 19,143,000 20.50 5.35 — Granted 2,952,500 2.42 — — Exercised — — — — Forfeited (12,311,500) 25.45 — — Options outstanding as of September 30, 2024 12,566,000 $ 12.83 5.44 $ — Options exercisable as of September 30, 2024 5,372,667 22.46 4.36 — Options unvested as of September 30, 2024 7,193,333 $ 5.63 6.24 $ — The weighted average grant-date fair value of the market condition stock options granted during the nine months ended September September September Compensation cost associated with market condition stock options represented approximately $9.3 million and $18.4 million of the total share-based payment expense recorded for the three months ended September September September September September As of September market condition stock options was $0 as of September September Restricted Stock and Restricted Stock Unit Awards The following table reflects the restricted stock and restricted stock unit activity for the nine months ended September 30, 2024 (in thousands except share amounts): Weighted Aggregate Average Grant Date Intrinsic Shares Fair Value Value Unvested restricted stock as of December 31, 2023 6,732,884 $ 15.66 $ 30,298 Granted 1,075,557 2.81 — Vested (1,784,759) 15.81 — Forfeited (1,199,185) 17.22 — Unvested restricted stock as of September 30, 2024 4,824,497 $ 12.35 $ 10,903 The weighted average grant-date fair value of the restricted stock and restricted stock unit awards granted during the nine months ended September 30, 2024 and 2023 was $2.81 and $12.57, respectively. The total fair value of restricted shares of stock and restricted stock unit awards that vested for the nine months ended September 30, 2024 and 2023 was $28.2 million and $41.0 million, respectively. Compensation cost associated with restricted stock and restricted stock unit awards represented approximately $8.3 million and $15.0 million for the three months ended September 30, 2024 and 2023, respectively. Compensation cost associated with restricted stock and restricted stock unit awards represented approximately $27.3 million and $42.1 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, there was $39.2 million of unrecognized compensation cost related to restricted stock and restricted stock unit awards to be recognized over the weighted average period of 1.49 years. Included in the total unvested restricted stock and restricted stock units as of September 30, 2024, there were 375,000 restricted stock units outstanding with a performance target. The Company recorded expense associated with the restricted stock units with a performance target of $0.4 million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively. The Company recorded expense associated with the restricted stock units with a performance target of $1.7 million and $0.4 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 there was $1.4 million of unrecognized compensation cost related to the restricted stock units outstanding with a performance target to be recognized over the weighted average period of 1.83 years. 401(k) Savings & Retirement Plan The Company issued 3,305,494 shares of common stock and 872,026 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the nine months ended September 30, 2024 and 2023, respectively. The Company’s expense for this plan was approximately $2.6 million and $3.0 million during the three months ended September 30, 2024 and 2023, respectively. The Company’s expense for this plan was approximately $8.9 million and $9.0 million during the nine months ended September 30, 2024 and 2023, respectively. Non-Employee Director Compensation The Company granted 83,085 shares of common stock and 13,662 shares of common stock to non-employee directors as compensation during the three months ended September 30, 2024 and 2023, respectively. The Company granted 210,315 shares of common stock and 35,444 shares of common stock to non-employee directors as compensation during the nine months ended September 30, 2024 and 2023, respectively. All common stock issued is fully vested at the time of issuance and is valued at fair value on the date of issuance. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.1 million and $0.1 million during the three months ended September 30, 2024 and 2023, respectively. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.5 million and $0.3 million during the nine months ended September 30, 2024 and 2023, respectively. |