UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934 (Amendment

(Amendment No.    )

Plug Power Inc.

(Name of Registrant as Specified In Its Charter)

PLUG POWER INC.

968 Albany Shaker Road

Latham, NYNew York 12110

April 5, 2019July 9, 2021

Dear Stockholder:

You are cordially invited to attend the 20192021 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Plug Power Inc., a Delaware corporation (the "Company"(“Plug Power”),. In light of the COVID-19 pandemic, the meeting is scheduled to be held on Thursday, May 9, 2019,via live audio webcast at www.virtualshareholdermeeting.com/PLUG2021, July 30, 2021, at 10:00 a.m., Eastern Time, atTime. There will not be a physical meeting location, and stockholders will not be able to attend the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018.Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions online during the virtual meeting. You will need the 16-digit control number, which is located on your proxy card, to attend the Annual Meeting. Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Proxy Statement.

The proxy statement,Proxy Statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the Annual Meeting as well as information on how you can vote your shares and submit questions at the Annual Meeting. Only holders of record of Plug Power’s common stock at the close of business on June 16, 2021 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meeting.Meeting online. You may vote over the internet, by telephone or by mail. By submitting your proxy materials, you will save the Company the expense of further proxy solicitation. Please note that all votes cast by telephone or on the Internet must be cast prior to 11:59 p.m., Eastern Time, on July 29, 2021.

If you have any questions, please contact Mackenzie Partners, Inc., which is assisting with the solicitation, toll-free at (800) 322-2885 or at proxy@mackenziepartners.com.

        ThankWe hope that you for yourwill join us on July 30, 2021. Your investment and continued support of Plug Power.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2019:
Power are very much appreciated.

Our official Notice of Annual Meeting of Stockholders and Proxy Statement are available at:
www.proxyvote.com

IMPORTANT VOTING INFORMATION

STOCKHOLDERS MAY REQUEST ELECTRONIC DELIVERY OF PROXY DOCUMENTS.
Sincerely,

 Plug Power Inc. has made materials for its 2019 annual meeting of stockholders (the "Annual Meeting") to be held on Thursday, May 9, 2019, at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018, available to stockholders on the Internet via www.proxyvote.com or via sendmaterial@proxyvote.com. Upon request, printed versions or e-mail versions of these materials will be made available to stockholders through www.proxyvote.com, by telephoning 1-800-579-1639 or by emailing sendmaterial@proxyvote.com. Further instructions to stockholders can be found on the notice of the Annual Meeting.

INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING

        In accordance with our security procedures, all stockholders attending the Annual Meeting must present valid picture identification upon entry.

Andrew J. Marsh

President and Chief Executive Officer

PLUG POWER INC.

968 Albany Shaker Road

Latham, NYNew York 12110

(518) 782-7700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, May 9, 2019July 30, 2021

NOTICE IS HEREBY GIVEN that the 20192021 Annual Meeting of Stockholders (the “Annual Meeting”) of Plug Power Inc., a Delaware corporation (the "Company"“Company”), will be held on Thursday, May 9, 2019,July 30, 2021, via the Internet at www.virtualshareholdermeeeting.com/PLUG2021, at 10:00 a.m. Eastern Time, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018 (the "Annual Meeting") for the purpose of considering and voting upon:

1.

The election of three Class II Directors each to hold office until the Company's 2022 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified or until such director's earlier resignation or removal;



2.

The approval of an Amendment and Restatement of the Company's Second Amended and Restated 2011 Stock Option and Incentive Plan as described in the accompanying proxy statement;



3.

The approval of the advisory resolution regarding the compensation of the Company's named executive officers as described in the accompanying proxy statement;



4.

The ratification of KPMG LLP as the Company's independent auditors for 2019; and



5.

1.

The election of three (3) Class I Directors, each to hold office until the Company’s 2024 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal;

2.

The approval of the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock from 750,000,000 shares to 1,500,000,000 shares as described in the accompanying proxy statement;

3.

The approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan as described in the accompanying proxy statement;

4.

The approval of the non-binding advisory resolution regarding the compensation of the Company’s named executive officers as described in the accompanying proxy statement;

5.

The ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2021; and

6.

Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

In light of the COVID-19 pandemic, this year’s Annual Meeting will be held in a virtual-only meeting format. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting and any adjournments or postponements thereof.

PLUG POWER INC.
968 Albany Shaker Road

Latham, NYNew York 12110

(518) 782-7700

How can I attend the Annual Meeting?

We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting and any adjournments or postponements thereof.

What is "householding" and how does it affect me?

        With respect to eligible stockholders who share a single address, welive online at www.virtualshareholdermeeting.com/PLUG2021. The webcast will start at 10:00 a.m., Eastern Time, on July 30, 2021. Stockholders may send only one notice or proxy statement to that address unless we receive instructions to the contrary from any stockholder at that address. This practice, known as "householding", is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate notice or proxy statement in the future, he or she may contact Plug Power Inc., 968 Albany Shaker Road, Latham, New York 12110, Attn: Investor Relations or call the Company at (518) 782-7700vote and ask for Investor Relations. Eligible stockholders of record receiving multiple copies of our notice or proxy statement can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting the nominee.

        We hereby undertake to deliver promptly, upon written or oral request, a copy of the notice or proxy statement to a stockholder at a shared address to which a single copy of the document was delivered. Requests should be directed to Investor Relations at the address or phone number set forth above.

What should I do if I receive more than one set of voting materials?

        You may receive more than one set of voting materials, including multiple copies of the notice forquestions while attending the Annual Meeting or this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a notice ofonline. In order to be able to attend the Annual Meeting, for shares heldyou will need the 16-digit control number, which is located on your proxy card. Instructions on how to participate in your name and a notice or voting instruction card for shares held in street name. Please follow the directions provided in the notice for the Annual Meeting and each additional notice or voting instruction card you receive to ensure that all your shares are voted.also posted online at www.proxyvote.com.

What is the record date and what does it mean?

The record date to determine the stockholders entitled to notice of, and to vote at, the Annual Meeting is the close of business on March 22, 2019June 16, 2021 (the "Record Date"“Record Date”). The Record Date was established by the Board of Directors as required by Delaware law. On the Record Date, 243,904,166568,317,504 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and 2,620 shares of the Company's Series C Redeemable Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"“Common Stock”), were issued and outstanding and entitled to vote at the Annual Meeting. As of the Record Date, the Series C Preferred Stock was convertible into 2,782,075 shares of Common Stock. As of the record date, there were approximately 1,346811 holders of record of the Common Stock and two holders of record of the Series C Preferred Stock. However, management believes that a significant number of shares of Common Stock are held by brokers, under a "nominee name"banks or other nominees and that the number of beneficial stockholders of thebeneficially holding our Common Stock in “street name” exceeds 92,000.703,000.

Who is entitled to vote at the Annual Meeting?

Only holders of record of the Common Stock and the Series C Preferred Stock at the close of business on the Record Date may vote at the Annual Meeting or any adjournment or postponement thereof.

Annual Meeting has been sent directly to you by us. If your shares are held in a stock brokerage accountthrough one or by a bankmore brokers, banks or other nominee, thenominees, such broker, bank or nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in "street name"“street name”. A noticeYou will receive the Notice of the Annual Meeting, or this proxy statementProxy Statement and the voting instruction card have been forwarded tofrom the third party or parties through which you by your nominee.hold our shares. As the beneficial owner, you have the right to direct your nominee on how to vote your shares. You will receive instructions from your nominee explaining how you can vote your shares and whether they permit Internet or telephone voting. Follow the instructions from your nominee included with these proxy materials, or contact your nominee to request a proxy form. We encourage you to provide voting instructions to your nominee. This ensures that your shares will be voted at the Annual Meeting according to your instructions.

What is a broker non-vote?

Under New York Stock Exchange ("NYSE"(“NYSE”) rules, if you hold shares through a bank, broker or other institution and you do not timely provide voting instructions to them before the Annual Meeting, that firm has the discretion to vote your shares only on proposals that are routine as determined by the NYSE. Such firm will not have the discretion to vote your shares on proposals that are non-routine as determined by the NYSE. Broker non-votes occur when shares represented at the Annual Meeting held by a broker are not voted on a matter because the broker has not received voting instructions from the beneficial owner or person entitled to vote such shares and either the broker does not have discretionary voting authority on the matter or the broker chooses not to vote on a matter for which it has discretionary voting authority.

Your bank, broker or other nominee will enclose theprovide you with instructions with the proxy materials they send you. The telephone and Internet voting procedures are designedthat you must follow to authenticate stockholders' identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.

What if I do not specify how I want my shares voted?

If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the designated proxies will vote your shares for each proposal as to which you provide no voting instructions, in the following manner:

Proposal 1—1 – FOR the election of each of the three nominees of the Board of Directors as a Class III Director of the Company;Company, each to hold office until the Company’s 2024 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal;

Proposal 2—2 – FORthe approval of the Amendment and RestatementFifth Certificate of amendment of the Company's Second Amended and Restated 2011Certificate of Incorporation of the Company;

Proposal 3 – FOR the approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan;

Proposal 3—4 – FOR the approval of thenon-binding advisory resolution regarding the compensation of the Company'sCompany’s named executive officers; and

Proposal 4—5 – FOR the ratification of KPMG LLP as the Company'sCompany’s independent auditors for 2019.2021.

If you are a street name“street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee may be able to vote those shares. See "What“What is a broker non-vote?"” above.

How are abstentions and broker non-votes treated?

Abstentions are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. Abstentions will have no effect in determining the outcome of the election of directors (Proposal 1). For each of Proposals 2, 3 and 4, abstentions will be included in determining the number of shares present and entitled to vote on the Proposal, thus having the effect of a vote against the Proposal.

        Broker broker non-votes, if any, are included in the determination of the number of shares present at the virtual Annual Meeting for determining a quorum at the meeting. Broker For Proposal 1, abstentions and broker non-votes if any, are not counted will have no effect in determining the numberoutcome of shares presentthe election of directors. For Proposal 2, abstentions and entitled to votebroker non-votes will be treated as votes cast against such proposal. For Proposals 3, 4 and 5, abstentions will thereforebe treated as votes cast against such proposal, while broker non-votes will have no effect on the outcomevote for Proposals 1, 2, 3 and 4.such proposal.

What are the solicitation expenses and who pays the cost of this proxy solicitation?

Our Board of Directors is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Common Stock and collecting voting instructions. We may use our officers and employees to ask for proxies, as described below.proxies. These officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of $15,000 plus reimbursement of expenses. The fees of MacKenzie Partners, Inc. as well as the reimbursement of expenses of MacKenzie Partners, Inc. will be borne by us.

you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a Notice of the Annual Meeting for shares held in your name and a notice or voting instruction card for shares held in “street name.” Please follow the directions provided in the notice for the Annual Meeting and each additional notice or voting instruction card you receive to ensure that all your shares are voted.

Who can help answer my questions?

The information provided above in this "Question“Question and Answer"Answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement.Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this proxy statement. If you have any questions, or need additional material, pleaseProxy Statement. Please feel free to contact the firm assisting us in the solicitation of proxies, MacKenzie Partners, Inc., if you have any questions or need assistance in voting your shares. Banks and brokers may call MacKenzie Partners, Inc. at (212) 929-5500. Shareholders may contact MacKenzie Partners, Inc. toll-free at (800) 322-2885 or at PROXY@MACKENZIEPARTNERS.COM.

INFORMATION ABOUT OUR DIRECTORS

The number of directors of the Company is presently fixed at nine (9)ten (10), and the Board of Directors currently consists of nine (9)ten (10) members. The Board of Directors is divided into three classes, with three (3) directors in Class I, three (3) directors in Class II, and three (3)four (4) directors in Class III. Directors in Classes I, II and III serve for three-year terms with one class of directors being elected by the Company'sCompany’s stockholders at each Annual Meeting of Stockholders.

The Board of Directors has nominated George C. McNamee, Johannes M. Roth,Andrew J. Marsh, Gary K. Willis, and Gregory L. KenausisMaureen O. Helmer for re-election as Class III Directors.

        The Board of Directors has determined that Ms. Helmer and Messrs. McNamee, Willis, Silver, Roth, Kenausis, Schneider and Graves are independent directors as defined in Rule 5605(a)(2) under the Marketplace Rules of the National Association of Securities Dealers, Inc. (the "NASDAQ Rules").

        The positions of Chief Executive Officer and Chairman of the Board are currently each filled by a different individual, Andrew Marsh and George C. McNamee, respectively. If the position of Chairman of the Board is vacant, or if he or she is absent, the Chief Executive Officer presides, when present, at meetings of stockholders and of the Board of Directors.

Set forth below is certain information regarding the directors of the Company including the three Class II Directors who have been nominated for re-election at the Annual Meeting. The ages of and biographical information regarding the nominees for re-election and each director who is not standing

Class II Directors

Class III Directors

The Board of Directors has serveddetermined that Messes. Helmer and Harriman, Dr. Kenausis, Dr. Song and Messrs. McNamee, Willis, Silver, Roth and Schneider are independent directors as Chief Executive Officer, Presidentdefined in Rule 5605(a)(2) under the Marketplace Rules of the National Association of Securities Dealers, Inc. (the “NASDAQ Rules”).

Investor Agreement

Pursuant to the Investor Agreement (the “Investor Agreement”), dated as of February 24, 2021, between the Company, Grove Energy Capital LLC (“Grove Energy”), SK Holdings, Co., Ltd (“SK Holdings”), and member ofSK E&S Co., Ltd. (“SK E&S”), Grove Energy is entitled to designate one person (the “SK Designee”) to be appointed to the Board of Directors of the Company since April 2008. As President and CEO, Marsh plans and directs all aspects ofCompany.

Grove Energy has the organization's policies and objectives, and is focused on buildingright to require the Board to nominate a company that leverages Plug Power's combination of technological expertise, talented people and focus on sales growth to continue the Company's leadership stance in the future alternative energy economy. Previously, Mr. Marsh was a co-founder of Valere Power, where he served as CEO and Board Member from the Company's inception in 2001 through its sale to Eltek ASA in 2007. Under his leadership, Valere grew into a profitable global operation with over 200 employees and $90 million in revenues derived from the sale of DC power productsSK Designee for election to the telecommunications sector. During Mr. Marsh's tenure, Valere Power received many awards such asBoard by the Tech Titan award as the fastest growing technology company in the Dallas/Fort Worth area and the Red Herring Top 100 Innovator Award. Prior to founding Valere, he spent almost 18 years with Lucent Bell Laboratories in a variety of sales and technical management positions. Mr. Marsh represents the Company in its role as supporting member of the Hydrogen council, a global initiative of leading energy, transport and industry companies with a united vision and long-term ambition for hydrogen to foster the energy transition. Mr. Marsh is a member of the board of directors of GEVO, Inc. and the Capital Region Center for Economic Growth. Mr. Marsh holds a Bachelor of Science in Electrical Engineering Technology from Temple University, where he is a member of the 2017 Gallery of Success, a Master of Science in Electrical Engineering from Duke University and a Masters of Business Administration from Southern Methodist University. We believe Mr. Marsh's qualifications to sit on our Board include his record of success in leadership positions in technology companies having attributes similar to our Company, his extensive experience in

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company held thirteen meetings during the fiscal year ended December 31, 2020 (“Fiscal 2020”). The Board has established three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. During Fiscal 2020, each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which he or she has been a director) and (2) the total number of meetings of all committees of the Board on which the director served (during the periods that he or she served).

Audit Committee

The Audit Committee consists of Messrs. GravesDr. Kenausis (Chair), and Mr. Willis, Kenausis, and Ms.Messes. Harriman and Helmer. Kimberly A. Harriman was appointed as a member of the Audit Committee on February 18, 2021. The Audit Committee held sevenfive meetings during Fiscal 2018 and each member attended at least 75% of the meetings during the period in which such person served on the committee.2020.

Audit Committee Report

The Audit Committee of the Board is currently composed of four directors, each of whom is an independent director as defined in the NASDAQ Rules and the applicable rules of the Securities and Exchange Commission ("SEC").SEC. In addition, the Board has made a determinationdetermined that Mr. GravesDr. Kenausis qualifies as an "audit“audit committee financial expert"expert” as defined in the applicable rules of the SEC. Mr. Graves'Dr. Kenausis’ designation by the Board as an "audit“audit committee financial expert"expert” is not intended to be a representation that he is an expert for any purpose as a result of such designation, nor is it intended to impose on him any duties, obligations, or liability greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board in the absence of such designation.

The Audit Committee'sCommittee’s primary responsibility is for oversight of the Company'sCompany’s accounting and financial reporting processes, audits of the Company'sCompany’s financial statements, and internal control over financial reporting. A more complete description of the Audit Committee'sCommittee’s functions is set forth in the Audit Committee'sCommittee’s charter which is published on the "Investors"“Investors” section of the Company'sCompany’s website at www.plugpower.com. Our website is not incorporated into or a part of this Proxy Statement.

In accordance with the Audit Committee'sCommittee’s charter, management has the primary responsibility for the financial statements and the financial reporting process, including maintaining an adequate system of internal controls over financial reporting. The Company'sCompany’s independent auditors,registered public accounting firm, KPMG LLP, ("KPMG"), reportreports directly to the Audit Committee and are responsible for performing an independent

The Audit Committee reviewed and discussed with management of the Company and KPMG LLP the Company's 2018 quarterly unaudited interimCompany’s audited consolidated financial statements and 2018 annual consolidated financial statements,for the fiscal year ended December 31, 2020, including management'smanagement’s assessment of the effectiveness of the Company'sCompany’s internal controls over financial reporting as of December 31, 2018. Management has represented to2020.

On March 16, 2021, the Company and the Audit Committee concluded that, because of errors identified in the Company'sCompany’s previously issued financial statements, the Company’s audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and its unaudited quarterly consolidated financial statements as of and for each of the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, September 30, 2020 and 2019 and December 31, 2019 were preparedrestated. These errors were identified after the Company reported its 2020 fourth quarter and year end results on February 25, 2021. The Company determined that these errors were the result of a material weakness in accordance with U.S. generally accepted accounting principles,internal control over financial reporting which are described in Part II, Item 9A, “Controls and Procedures” in the Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”).

Management performed an assessment of the effectiveness of our internal control over financial reporting and concluded that theour internal control over financial reporting was not effective as of December 31, 2018.2020. Management identified the following deficiency in internal control over financial reporting as of December 31, 2020: the Company did not maintain a sufficient complement of trained, knowledgeable resources to execute its responsibilities with respect to internal control over financial reporting for certain financial statement accounts and disclosures. As a consequence, the Company did not conduct an effective risk assessment process that was responsive to changes in the Company’s operating environment and did not design and implement effective process-level controls activities in the following areas:

As reported in the Form 10-K and the Form 10-Q for the quarter ended March 31, 2021, the Company continues to take steps to remediate this material weakness and will continue to take further steps until such remediation is complete. These steps include the following:

The Company also intends to deploy new tools and tracking mechanisms to help enhance and maintain the appropriate documentation surrounding its classification of operating expenses.

The Company will report regularly to the Audit Committee on the progress and results of the remediation plan, including the identification, status, and resolution of internal control deficiencies.

As the Company works to improve its internal control over financial reporting, the Company may modify its remediation plan and may implement additional measures as it continues to review, optimize and enhance its financial reporting controls and procedures in the ordinary course. The material weakness will not be considered remediated until the remediated controls have been operating for a sufficient period of time and can be evidenced through testing that they are operating effectively. The material weakness has not been remediated as of March 31, 2021. For more information about the restatement, including impacts on the Company’s financial statements, and the Company’s remediation plan, see the Form 10-K that is available at www.proxyvote.com.

Additionally, the Audit Committee has discussed with KPMG anyLLP other matters required to be discussed under professional standards which include, among other items, matters related to the conduct of the audits of the Company's annual consolidated financial statements and internal control over financial reporting.standards. The Audit Committee has also discussed related party transactions, the critical accounting policies used in the preparation of the Company'sCompany’s annual consolidated financial statements, alternative treatments of financial information within U.S generally accepted accounting principlesGAAP that KPMG LLP discussed with management, if any, and the ramifications of using such alternative treatments and other written communications between KPMG LLP and management.

KPMG LLP has provided to the Audit Committee the written disclosures and the letter required by the applicable Public Company Accounting Oversight Board requirements for independent auditors'public accounting firm’s communications with audit committees concerning auditor independence, and the Audit Committee discussed with KPMG LLP that firm'sfirm’s independence. The Audit Committee has also concluded that KPMG'sKPMG LLP’s performance of services is compatible with KPMG'sKPMG LLP’s independence.

        The Audit Committee also discussed with KPMG their overall scope and plans for their audits of the consolidated financial statements and internal control over financial reporting, and met with KPMG, with and without management present, to discuss the results of their audits and the overall quality of the Company's financial reporting. The Audit Committee also discussed with KPMG whether there were any audit problems or difficulties, and management's response.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, of Directors, and the Board has approved, the inclusion of audited consolidated financial

consolidated financial statements; (3) "tax fees"“tax fees” are fees for tax compliance, tax advice, and tax planning; and (4) "all“all other fees"fees” are fees for any services not included in the first three categories.

The Audit Committee approvedpre-approved all audit and non-auditaudit-related services provided to the Company by KPMG LLP during Fiscal 2018.2020.

Compensation Committee

The Compensation Committee consists of Messrs. Willis (Chair), McNamee,Roth and Roth,McNamee, each of whom is an independent director under the NASDAQ Rules. The Compensation Committee held fourfive meetings during Fiscal 2018.2020. See "Compensation“Compensation Committee Report"Report” and "Compensation“Compensation Committee Interlocks and Insider Participation"Participation” for a further description of the activities of the Compensation Committee and its activities in Fiscal 2018.2020. The Compensation Committee'sCommittee’s primary responsibilities include (i) dischargingreviewing, prescribing and approving compensation policies, plans and programs that are appropriate for the responsibilitiesCompany in light of all relevant circumstances, that provide incentives to achievement of the Board relating to compensationCompany’s goals and objectives, that are consistent with the culture of the Company'sCompany and that further the overall goal of building stockholder value; and (ii) reviewing and approving changes to the Company’s executive officers (ii) providing oversight ofand management team as the Company's benefit, perquisiteCompany’s needs and employee equity programs, and (iii) reviewing the adequacy of the Company's management succession plans.priorities evolve over time. A more complete description of the Compensation Committee'sCommittee’s functions is set forth in the Compensation Committee'sCommittee’s charter which is published on the "Investors"“Investors” section of the Company'sCompany’s website atwww.plugpower.com. Our website is not incorporated into or a part of this Proxy Statement.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee (the "Governance Committee") consists of Ms. Helmer (Chair) and Messrs. Roth, Schneider Roth and Silver, each of whom is an independent director under the NASDAQ Rules. The Corporate Governance and Nominating Committee held four meetings during Fiscal 2018.2020. The Corporate Governance Committee'sand Nominating Committee’s responsibilities include (i) establishing criteria for Board and

to the ethical conduct of our business and our long-standing commitment to honesty, fair dealing and full compliance with all laws affecting our business. In the event that we amend or waive certain provisions of our code of conduct in a manner that requires disclosure under applicable rules, we intend to provide such required disclosure on our website in accordance with applicable SEC and NASDAQ Rules. Our code of ethics is available on our website at www.plugpower.com under Investor Relations. Our website is not incorporated into or a part of this Proxy Statement.

Director Compensation

The Compensation Committee periodically reviews the Company's Company’s Non-Employee Director Compensation Plan (the "Plan"“Plan”) to ensure that the compensation aligns the directors'directors’ interests with the long-term interests of the stockholders and that the structure of the compensation is simple, transparent and easy for stockholders to understand. The Compensation Committee also considers whether the Plan fairly compensates the Company'sCompany’s directors when considering the work required in a company of the size and scope of the Company.Company, and looks at peer group compensation for directors to determine whether our director compensation is reasonable and competitive in relation to our peers. Employee directors do not receive additional compensation for their services as directors.

During 2018, the Compensation Committee engaged Radford, part of Aon plc, (Radford) as an independent compensation consultant to aid the Compensation Committee in its oversight of executive compensation and non-employee director compensation. See "Independent Compensation Consultant" under "Executive Compensation" for further discussion.

        Pursuant2020, pursuant to the Plan, upon initial election or appointment to the Board, each non-employee directors receive director received a non-qualified stock options equivalentoption to purchase a number of shares equal to $150,000 in value,divided by the closing price of our Common Stock on the grant date, with an exercise price equal to fair market value of the Common Stock on the grant date and that becomebecomes fully vested and exercisable on the first anniversary of the grant date. Each year of a non-employee director's tenure, theIn 2020, each director receivesreceived an annual equity grant equivalentcomprised of (i) a non-qualified stock option for a number of shares equal to $125,000 in value that is paid 50% in non-qualified stock options$62,500 divided by the closing price of our Common Stock on the date of grant and 50% in(ii) a number of shares of restricted Common Stock.Stock equal to $62,500 divided by the closing price of our Common Stock on the grant date. The stock option portion of the grant has an exercise price equal to the fair market value of our Common Stock on the grant date and becomes fully vested and exercisable on the first anniversary of the grant date. The restricted Common Stock grant becomes fully vested on the first anniversary of the grant date.

        UnderDuring 2020, under the Plan, each non-employee director iswas paid an annual retainer of $40,000 ($85,000 for any non-employee Chairman) for his or her services. Committee members receivereceived additional annual retainers for their service on committees of the Board in accordance with the following table:

directors upon initial election to the Board and annually. The adjustments to the annual retainer and equity grants were designed to be competitive with Financial Accounting Standardsour 2020 peer group.

Effective January 1, 2021, pursuant to the Plan, upon initial election or appointment to the Board, ("FASB") Accounting Standards Codification ("ASC") Topic 718. Pursuanteach non-employee director (other than Dr. Song) will receive a non-qualified stock option to SEC rules, the amounts shown exclude the impactpurchase a number of estimated forfeitures. Fair value is calculated usingshares equal to $225,000 divided by the closing price of our Common Stock on the grant date, with an exercise price equal to fair market value of our Common Stock on the grant date and that becomes fully vested and exercisable on the first anniversary of the grant date. Each year of a non-employee director’s tenure, the director (other than Dr. Song) will receive an equity grant comprised of (i) a non-qualified stock option for a number of shares equal to $112,500 divided by the closing price of our Common Stock on the date of grant. Stock awards granted to directors vest immediately. For additional information on stock awards, refer to note 15the grant and (ii) a number of the Company's consolidated financial statements in our Form 10-K for the year ended December 31, 2018, as filed with the SEC. These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value that will be recognized by the non-employee directors. As of December 31, 2018, the following non-employee directors each held 29,621 shares of restricted stock: Gary Willis, George McNamee, Gregory Kenausis, Johannes Minoh Roth, Gregory Graves, Maureen Helmer, and Lucas Schneider.

Board Membership Criteria

The Corporate Governance and Nominating Committee has established criteria for membership on the Board. These criteria include the following specific, minimum qualifications that the Corporate Governance and Nominating Committee believes must be met by a Corporate Governance Committee-and Nominating Committee recommended nominee for a position on the Board:

•

The nominee must have high personal and professional integrity, must have demonstrated exceptional ability and judgment, and must be expected, in the judgment of the Corporate Governance

Nominating Committee will apply the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate'scandidate’s integrity, business acumen, age, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all shareholders. Our Corporate Governance Guidelines specify that the value of diversity on the Board should be considered by the Corporate Governance and Nominating Committee in the director identification and nomination process. The Corporate Governance and Nominating Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The Corporate Governance and Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Company believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law. For a more comprehensive discussion of our Corporate Governance and Nominating Committee'sCommittee’s current policy with regard to the consideration of director candidates, please refer to "Policies“Policies Governing Director Nominations."”

To review the effectiveness of assessing the diverse skills, qualifications and backgrounds of director nominations, the Board and each of the three standing Board Committees conduct annual self-evaluations. In addition, the Corporate Governance and Nominating Committee monitors the effectiveness of these procedures on an ongoing basis.

CORPORATE RESPONSIBILITY

Plug Power recognizes that environmental, social and governance issues are of increasing importance to many investors. We are proud to have published our first Corporate Environmental, Social, and Governance (“ESG”) report this year. The report contains information about our approach to ESG and details our efforts to link environmental and social impacts to our business strategy to lead the global green hydrogen economy. The ESG report is posted on our website. As part of our ESG efforts, we are committed to fostering a positive and engaging culture of inclusion, care and support where all people throughout our global workforce can thrive. We believe that a diverse workforce and inclusive workplace is essential to our innovation and growth. We are also dedicated to strengthening and improving the quality of life in our communities through partnerships, engagement and employee giving. We believe that working together with our communities creates better outcomes on issues that matter to us all. Corporate responsibility is an enterprise-wide commitment and our executive team, supported by our Board of Directors, monitors and supports our corporate responsibility efforts.

People and Communities

We believe in making a positive impact in the communities where we live and work. From organizations dedicated to health, housing and development and children and families in need — we strive to empower the local community through philanthropic efforts. We also encourage our employees to donate to charitable organizations of their choice.

Education

We are active in educational engagement and seek to broaden the educational opportunities of students in our communities who demonstrate a passion for science and technology that extends beyond the classroom. Through hosting education tours for local school groups, supporting local science fairs and participating in the Future Cities program, we are working to empower the next generation of inventors.

Sustainability

We are committed to integrating sustainability into our day-to-day operations to conserve, protect and improve the environment we live in.

Diversity and Inclusion

We invest in the long-term development and engagement of our employees by aspiring to have an increasingly diverse workforce, inclusive environment, training and development programs and a culture where our people can thrive. We are committed to providing and supporting a work environment that promotes equality of opportunity among our employees. We strive for our workforce to be truly representative of all sections of society and for each employee to feel respected and able to perform at his or her best. In the United States, 23.6% of our employee population is considered diverse and 14.9% is female.

Environmental, Health and Safety Policy

As a leader in innovative solutions and services that drive technology advancements in the fuel cell industry, Plug Power is committed to responsible business — for our people and for the environment. This responsibility extends from our operations, to our diverse eco-system of partners, and to our customers. We are committed to continued integration and improvement of environmental, health and safety (EHS) management practices into our business.

To demonstrate our commitment, Plug Power strives to:

Plug Power leadership has developed and endorses this EHS Policy. In this capacity, leadership is responsible for communicating this policy to our stakeholders, as well as for its effective implementation. All Plug Power employees, suppliers and contractors are expected to uphold this policy and adhere to relevant company EHS policies, procedures and requirements.

Climate Change Policy

Climate change is a serious environmental, social and economic threat that calls for immediate and collaborative action among all sectors of society. Plug Power acknowledges its role in addressing this global issue and is committed to minimizing its greenhouse gas (GHG) emissions by:

Plug Power leadership takes ownership and monitors our performance in reducing GHG emissions and mitigating climate change by factoring this into our organization’s strategies.

Sustainability and Safety

We are committed to providing a safe and healthful working environment for our employees, which includes maintaining compliance with all applicable federal, state and local laws, rules and regulations relating to workplace safety and conditions. We strive for zero work-related injuries or illnesses. To that end, we have implemented written programs, including a Health and Safety Program and an Injury and Illness Prevention Program, which set forth our policies and procedures for workplace safety, hazard identification and correction, compliance, communication, investigations, training and recordkeeping. Any significant safety or health matters are communicated to the Executive Management team, the appropriate Board of Director committees and/or the full Board of Directors.

Contacting the Board of Directors

You may contact any director of the Company by writing to them c/o Plug Power Inc., 968 Albany Shaker Road, Latham, New York 12110, Attention: Corporate Secretary. Your letter should clearly specify the name of the individual director or group of directors to whom your letter is addressed. Any communications received in this manner will be forwarded as addressed.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “estimate,” “predict,” “potential,” “continue” or other similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements.

Sanjay K. Shrestha joined the Company as Chief Strategy Officer in 2019. Prior to joining Plug Power, Mr. Shrestha served as the Chief Investment Officer of Sky Solar Holdings, which owned and operated solar projects in Japan, Europe and the Americas, and President of Sky Capital America, which owned and operated solar projects in North and South America, since 2015. Under his leadership, Sky Capital America built and acquired over 100MW of operating solar assets and secured a pipeline over 100MW. He also sourced various types of financing solutions to support this growth, including project debt, construction equity and long-term equity. Before global solar IPP, he led the renewables investment banking effort at FBR Capital Markets since 2013. During 2014, and under his leadership, the firm was ranked among the top renewable energy underwriters in the United States. Prior to joining FBR Capital Markets, Mr. Shrestha was the global head of renewables research coverage at Lazard Capital Markets. During his tenure at Lazard Capital Markets, he was a member of the Institutional Investor All America Research team and was also ranked as one of the top five stock pickers on a global basis. Prior to Lazard Capital Markets, Mr. Shrestha was at First Albany Capital, where he built the firm’s renewables and industrial research practice. Mr. Shrestha serves as an independent director on the board of directors of Fusemachines, an artificial intelligence talent and education solutions company. Mr. Shrestha received a Bachelor of Science from The College of Saint Rose. He brings to the Company almost two decades of experience in the broader clean tech sector.

Jose Luis Crespojoined the Company as Vice President of Business and International Sales in 2014. He was promoted to Vice President of Global Sales in January of 2015.2015 and in 2016 he was also named General Manager for Hypulsion, the Company’s wholly owned European subsidiary. Prior to joining the Company, Mr. Crespo served as Vice President of International Value Stream at Smiths Power, a supplier of power distribution, conditioning, protection and monitoring solutions for data centers, wireless communications and other critical or high-value electrical systems, from 2009 to 2013. Mr. Crespo holds a MastersMaster in Business Administration from the University of Phoenix and a degree in Telecommunications Engineering from the Engineering University of Madrid, Spain.

Martin D. Hulljoined Plug Power Inc. as Corporate Controller and Chief Accounting Officer in April 2015. Prior to that, he was a principal and director with the certified public accounting firm of Marvin and Company, P.C. from November 2012 to March 2015. Prior to that, Mr. Hull was with KPMG LLP, serving as partner from October 2004 to September 2012, and has a total of 24 years of public accounting experience. Mr. Hull holds a BachelorsBachelor of Business Administration with a concentration in Accounting from the University of Notre Dame.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis discusses our compensation policies and determinations that apply to our named executive officers. When we refer to our “named executive officers” we are referring to the following individuals:

While the discussion in this section is focused on our named executive officers, many of our executive compensation programs apply broadly across our executive ranks. The following discussion should be read together with the compensation tables and related disclosures set forth below.

Executive Summary

Our Response to the Covid-19 Pandemic

Like all companies, Plug Power was impacted by the Covid-19 pandemic. We provide whatrose to the challenge and our response is reflective of our culture and our commitment to our employees, to our customers and to society. Below are a few highlights:

The Covid-19 pandemic has highlighted the importance of innovative technology-driven solutions and imaginative human capital management to address an unprecedented crisis; it has also revealed just how interconnected we are as a society. We are proud of our Company’s response, and we are grateful for the extraordinary contribution of our employees to the success of Plug Power.

2020 Business and Strategic Highlights

2020 was an exceptional year for the Company. The Company successfully executed on its strategic growth pillars to reach significant milestones during 2020. 2020 results include the following achievements that impacted executive compensation:

In addition, the Company made significant progress in solidifying its global leadership position in green hydrogen solutions by executing term sheets for a joint venture in France with Groupe Renault, a top automotive player, and a joint venture in Asia with a subsidiary of SK Holdings to bring hydrogen solutions to Korea, China and Vietnam, which joint ventures were announced in January 2021.

Stockholder Value Creation

Below is a competitiveline graph comparing the percentage change in the cumulative total return of the Company’s Common Stock, based on the market price of the Company’s Common Stock, with the total return of companies included within the NASDAQ Clean Edge Green Energy Index (CELS) and the companies included within the Russell 2000 Index (RUT) for the period commencing December 31, 2015 and ending December 31, 2020. The calculation of the cumulative total return assumes a $100 investment in the Company’s Common Stock, the

NASDAQ Clean Edge Green Energy Index (CELS) and the Russell 2000 Index (RUT) Index on December 31, 2015 and the reinvestment of all dividends, if any.

CEO 2020 Actual Pay Mix		Average Other NEO 2020 Actual Pay Mix

Base salary reflects received base salary in fiscal 2020.

Key elements of our compensation programs include the following:

Executive Compensation Practices

The Compensation Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

Setting Executive Compensation

The Compensation Committee is responsible for reviewing, and recommending to the Board for approval, the compensation of our executive officers, including our named executive officers. The Compensation Committee is composed entirely of non-employee directors who are “independent” as that term is defined in the applicable NASDAQ Rules. In making its recommendations regarding executive compensation, our Compensation Committee annually reviews the performance of our executives with our Chief Executive Officer, and our Chief Executive Officer makes recommendations to our executive management team through a combination ofCompensation Committee with respect to the appropriate base salary, annual incentive bonuses and performance measures, and grants of long-term equity incentive compensation, and broad-based benefits programs. We place emphasis on pay-for-performance based incentive compensation, which is designed to rewardawards for each of our executives based onother than himself. The Chairman of the achievement of predetermined performance goals. This Compensation Discussion and Analysis explains our compensation objectives, policies and practicesCommittee makes recommendations to the Compensation Committee with respect to each individual serving as ourthe Chief Executive Officer or Chief Financial Officer during 2018Officer’s compensation. The Compensation Committee makes its determination regarding executive compensation and then makes a recommendation to the Board for approval. The Board discusses the Compensation Committee’s recommendations and ultimately approves the compensation of the executive officers.

In setting executive base salaries and annual cash bonuses and granting equity incentive awards, the Compensation Committee and the three most highly-compensated executive officers other thanBoard consider compensation for comparable positions in the market, the historical compensation levels of our Chief Executive Officerexecutives, individual performance as compared to our expectations and Chief Financial Officer, whoobjectives, our desire to motivate our employees to achieve short and long-term results that are collectively referredin the best interests of our stockholders, and a long-term commitment to as the "named executive officers."our Company.

ObjectivesIndependent Compensation Consultant

For purposes of Our Executive Compensation Programs

        Ourevaluating 2020 compensation programs for each of our named executive officers are designed to achieve the following objectives:

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Attract and retain talented and experienced executives;



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Motivate and reward executives whose knowledge, skills and performance are critical tomaking 2020 compensation decisions, our success;



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Provide a competitive compensation package which is weighted towards pay-for-performance and in which total compensation is primarily determined by Company and individual results and the creation of shareholder value;



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Ensure fairness among the executive management team by recognizing the contributions each executive makes to our success; and

Based on data compiled by Radford at the time of the peer group review, our revenues and market capitalization margin were at the 12^th and 49^th percentiles, respectively, in relation to the peer group.

As an additional reference, our Compensation Committee also uses data from the Radford Global Technology executive compensation survey (the “Radford Survey”) to evaluate the competitive market generally when formulating its recommendation for the total direct compensation packages for our executive officers. The Radford Survey provides compensation market intelligence and is widely used within the technology industry.

Due to the nature of our business, we also compete for executive talent with companies outside our peer group, including public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater compensation potential.

In setting compensation, the Compensation Committee considers each executive’s level and job performance, his duties and responsibilities at the Company compared to the duties and responsibilities of executive officers in similar positions at the peer group companies and in the survey data, other circumstances unique to the Company, and evaluates whether the compensation elements and levels provided to our executives are generally appropriate relative to their responsibilities at the Company and compensation elements and levels provided to their counterparts in the peer group or within survey data. The Compensation Committee also instructed Radfordconsiders both objective and subjective criteria to reviewevaluate Company and individual performance, which allows it to exercise informed judgment and not rely solely on rigid benchmarks. Accordingly, the public disclosureCompensation Committee does not formulaically tie compensation decisions to any particular percentile level of total compensation paid to executives at the peer group companies or survey data.

Looking ahead to 2021—Our peer group for 2021, as approved by our peer companies concerning their executive compensation models and guidelines and compare them to our actual compensation practices.Compensation Committee, is comprised of the following 22 companies:

Our revenues and market capitalization margin were at the 23^rd and 100^th percentiles, respectively, in relation to the peer companies for 2018 included the following: AeroVironment, Allied Motion Technologies, Ambarella, Ballard Power Systems, CalAmp, Clean Energy Fuels, Clearfield, DSP Group, EMCORE, FormFactor, FuelCell Energy, Harmonic, Inphi, KVH Insdustries, Maxwell Technologies, MTS Systems, Nanometrics, PAR Technology, Phototronics, Rambus, Stoneridge, and Thermon Group.group.

Role of Stockholder Say-On-Pay VotesSay-on-Pay

        Following the resultsWe pay careful attention to any feedback we receive from our say-on-pay frequency vote conducted in connection withstockholders about our 2017executive compensation program. At our 2020 Annual Meeting of stockholders in which the highest number of votes were cast for an "annual" frequency forStockholders, we conducted our non-binding advisory vote on executive compensation, we now provide our stockholders with the opportunity to cast an annual non-binding, advisory vote on the compensation of our named executive officers, (a "say-on-pay" vote). The next say-on-pay frequencycommonly referred to as a “say-on-pay” vote, on executive compensation will occur no later than our annual meeting of stockholders in 2023.

        In accordance with Section 14Athe Dodd-Frank Wall Street Reform and Consumer Protection Act of the Exchange Act, we are providing the Company's stockholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers at the Annual Meeting (See Proposal 3). At our last annual meeting of stockholders held in May 2018, we asked our stockholders, through an advisory vote, to approve the compensation of our named executive officers. The advisory vote received the approval of 72%2010. Approximately 81% of the votes cast by stockholders on this proposal were cast in support of the proposal.compensation paid to our named executive officers. Although the results of the say on paysay-on-pay vote are advisory and not binding on the Company, the Board or the Compensation Committee, we value the opinions of our stockholders and take the results of the say-on-paysay-on- pay vote into account when making decisions regarding the compensation of our named executive officers. In response to the advisory vote, the Company solicited feedback from certain of our shareholders and as a result of the feedback received, we have modified our equity compensation practices to include the grant of a mix of stock options and restricted stock to our named executive officers for 2018. We continued to be receptive to input from stockholders concerning our executive compensation programs and consider any such feedback when making design adjustments to our plans.

Our Executive Compensation ProgramsProgram

        OurThe primary components of our executive compensation primarily consists ofprogram are base salary, annual cash incentive bonuses and long-term equity incentive compensation and broad-based benefits programs.compensation. Consistent with the emphasis we place on pay-for-performance based incentive compensation,pay-for- performance, annual performance-based bonuses and long-term equity incentive compensation in the form of stock options, premium priced stock options and restricted stock constitute a significant portion of our total executive compensation.

Base Salary

        We pay our executives a base salary which we review and determine annually. We believe that a competitive base salary is a necessary element of any compensation program designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance. Base salaries are in part, established based on the individual experience, skills, expected contributionssmallest component of our executives,each executive officer’s total direct compensation and our executives' performance during the prior year.

        Afterrepresent a review of 2017 base salaries,fixed amount paid to each executive for performing his or her normal duties and in consideration of the recommendations made by Radford, the annual base salaries of our named executive officers for 2018 and 2017 were as follows: Mr. Marsh—$600,000 in both 2018 and 2017; Mr. Middleton—$375,000 in both 2018 and 2017; Mr. Schmid—$391,000 in both 2018 and 2017; Mr. Conway—$335,000 in 2018 and $280,000 in 2017; and Mr. Crespo—$220,000 in both 2018 and 2017.responsibilities. Our executives'executives’ base salaries reflect the initial base salaries that we negotiated with each of our executives at the time of his or her initial employment or promotion and our subsequent adjustments to these amounts to reflect market increases, the growth and stage of development of our Company, our executives'executives’ performance and increased experience, any changes in our executives'executives’ roles and responsibilities, and other factors. The initialfollowing table sets forth the annual base salaries that we negotiatedfor our named executive officers for each of 2019 and 2020, as well as the percentage increase year-over-year. Consistent with our executives werepay-for-performance philosophy, the increases are merit based on our understandingin recognition of the market at the time, the

below sets forth, for each named executive officer, the threshold, target and target performance attainment levels are intended to provide for correspondingly greater or lesser incentivesstretch annual bonus opportunity, both as a percentage of the named executive officer’s year-end base salary and in the event that performance is within an appropriate range above or below the target performance attainment level.dollars.

 In order to link

After completion of the fiscal year, initially the Chief Executive Officer and other members of management, as appropriate, make a recommendation to the Compensation Committee of the Board for each executive's potentialexecutive’s bonus amount based on histhe level of attainment of each of his individual performancethe Company goals (with the exception of the Chief Executive Officer himself whose level of attainment is evaluated by the Compensation Committee directly).

The Compensation Committee determined the 2020 annual cash incentive awards for the named executive officers using the following framework: