Employee Benefit Plans

3 Months Ended

Mar. 31, 2025

Employee Benefit Plans

Employee Benefit Plans

15. Employee Benefit Plans

2011 and 2021 Stock Option and Incentive Plan

Stock-based compensation costs recognized, excluding the Company’s matching contributions of $2.8 million and $3.2 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were $8.5 million and $10.4 million for the three months ended March 31, 2025 and 2024, respectively. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in our 2024 Form 10-K.

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
	March 31, 2025		March 31, 2024
Cost of sales	$	1,087	$	2,006
Research and development		1,137		2,342
Selling, general and administrative		6,249		6,023
	$	8,473	$	10,371

Service Stock Options Awards

During the three months ended March 31, 2025, the Company granted 4,000 service stock option awards at a weighted average exercise price of $1.86. In addition, 1,414,167 service stock option awards were forfeited at a weighted average exercise price of $8.37. The total fair value of the service stock option awards that vested during the three months ended March 31, 2025 and 2024 was approximately $1.9 million and $6.1 million, respectively.

Compensation cost associated with service stock option awards represented approximately $3.5 million and $6.9 million of the total share-based payment expense recorded for the three months ended March 31, 2025 and 2024, respectively. Compensation cost for the three months ended March 31, 2025 included ($0.7) million of reversals due to forfeitures of service stock option awards related to restructuring in the first quarter of 2025. Forfeitures represent the expense related to awards for which the requisite service period was not met. The compensation expense reversals were offset by compensation costs of $4.2 million during the three months ended March 31, 2025. As of March 31, 2025, there was approximately $26.8 million of unrecognized compensation cost related to service stock option awards to be recognized over the weighted average remaining period of 1.78 years.

Market Condition Stock Option Awards

During the three months ended March 31, 2025, the Company did not grant market condition stock option awards. In addition, 547,500 market condition stock option awards were forfeited at a weighted average exercise price of $7.87.

Compensation cost associated with market condition stock option awards represented approximately $0.3 million and ($6.1) million of the total share-based payment expense recorded for the three months ended March 31, 2025 and 2024, respectively. Compensation costs associated with these awards are recognized as the requisite service period is rendered, regardless of when, if ever, the market condition is satisfied. Compensation cost for the three months ended March 31, 2025 and 2024 included ($1.4) million and ($15.2) million of reversals due to forfeitures of unvested market condition stock option awards during the first quarters of 2025 and 2024, respectively. Forfeitures represent the expense related to awards for which the requisite service period was not met. The compensation expense reversals were offset by compensation costs of $1.7 million and $9.1 million during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was approximately $3.5 million of unrecognized compensation cost related to market condition stock option awards to be recognized over the weighted average remaining period of 1.30 years.

As of March 31, 2025, there were 2,513,333 unvested market condition stock option awards for which the employee requisite service period had not been rendered but were expected to vest. The aggregate intrinsic value of these unvested market condition stock option awards was $0 as of March 31, 2025. The weighted average exercise price of these unvested market condition stock option awards was $7.87 and the weighted average remaining contractual term was 5.13 years as of March 31, 2025.

Restricted Stock and Restricted Stock Unit Awards

The following table reflects the restricted stock and restricted stock unit activity during the three months ended March 31, 2025 (in thousands except share amounts):

		Weighted		Aggregate
		Average Grant Date		Intrinsic
	Shares	Fair Value		Value
Unvested restricted stock and restricted stock units as of December 31, 2024	6,750,372	$	7.44	$	14,378
Granted	397,000		2.04		—
Vested	(77,831)		21.42		—
Forfeited	(586,135)		9.22		—
Unvested restricted stock and restricted stock units as of March 31, 2025	6,483,406	$	6.74	$	8,753

The weighted average grant-date fair value of the restricted stock and restricted stock unit awards granted during the three months ended March 31, 2025 and 2024 was $2.04 and $5.23, respectively. The total fair value of restricted stock and restricted stock unit awards that vested during the three months ended March 31, 2025 and 2024 was $1.7 million and $6.6 million, respectively.

Compensation cost associated with restricted stock and restricted stock unit awards represented approximately $4.7 million and $9.6 million for the three months ended March 31, 2025 and 2024, respectively. Compensation cost for the three months ended March 31, 2025 included ($0.9) million of reversals due to forfeitures of restricted stock and restricted stock unit awards during the first quarter of 2025. Forfeitures represent the expense related to awards for which the requisite service period was not met. The compensation expense reversals were offset by compensation costs of $5.6 million during the three months ended March 31, 2025. As of March 31, 2025, there was $27.8 million of unrecognized compensation cost related to restricted stock and restricted stock unit awards to be recognized over the weighted average period of 1.44 years.

Included in the total unvested restricted stock and restricted stock units as of March 31, 2025, there were 250,000 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 $0.6 million for the three months ended March 31, 2025 and 2024, respectively. Compensation cost for the three months ended March 31, 2025 included ($0.7) million of reversals due to forfeitures of restricted stock and restricted stock unit awards during the first quarter of 2025. Forfeitures represent the expense related to awards for which the requisite service period was not met. The compensation expense reversals were offset by compensation costs of $0.3 million during the three months ended March 31, 2025. As of March 31, 2025, there was $0.6 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 1.33 years.

401(k) Savings & Retirement Plan

The Company issued 1,460,079 shares of common stock and 895,258 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the three months ended March 31, 2025 and 2024, respectively.

The Company’s expense for this plan was approximately $2.8 million and $3.2 million during the three months ended March 31, 2025 and 2024, respectively.

Non-Employee Director Compensation

The Company granted 134,491 shares of common stock and 53,598 shares of common stock to non-employee directors as compensation during the three months ended March 31, 2025 and 2024, respectively. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.2 million and $0.2 million during the three months ended March 31, 2025 and 2024, respectively.