Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Lead Independent Director and Director Compensation

On July 12, 2012, the Board of Directors of Mechanical Technology, Incorporated (the "Company") appointed Kevin G. Lynch as the Lead Independent Director. The Board of Directors also established a cash compensation policy for non-employee directors. The Lead Independent Director shall receive cash compensation of $20,000 per year, with an additional $10,000 payable if the Company achieves certain profitability for the year ending December 31, 2012. The remaining non-employee directors shall each receive cash compensation of $10,000 per year, with an additional $5,000 payable if the Company achieves certain profitability for the year ending December 31, 2012. Fifty percent of the annual cash compensation shall be paid immediately, and twenty-five percent shall be paid at the end of each of the third and fourth calendar quarters. The additional performance-based cash compensation, if any, shall be paid upon the completion of the audit of the financial statements for the year ending December 31, 2012.