DEF 14A of Gevo, Inc.
Filed Apr 9, 2024 · FY20230001104659-24-045206
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | Page | | CEO Pay Ratio | 49 | | Pay Versus Performance | 50 | | Security Ownership of Certain Beneficial Owners and Management | 53 | | Equity Compensation Plan Information Table | 55 | | Certain Relationships and Related Party Transactions | 56 | | Policies and Procedures for Related Party Transactions | 56 | | Transactions with Related Persons | 56 | | Indemnification Agreements with Directors and Executive Officers | 56 | | Householding of Proxy Materials | 57 | | Stockholder Proposals and Director Nominations | 57 | | Annual Report | 58 | | Other Matters | 58 |
Nominees for Election as Class II Directors with Terms Expiring in 2027
Nominees for Election as Class II Directors with Terms Expiring in 2027 The nominees listed below have been recommended by the Nominating and Corporate Governance Committee to be elected to serve as Class II directors. There are no family relationships among our directors or executive officers. If either director nominee is unable or declines to serve as a director, the Board may designate another nominee to fill the vacancy and the proxy will be voted for that nominee.
Nominees for Election as Class II Directors with Terms Expiring in 2027
| Andrew J. Marsh |
Nominees for Election as Class II Directors with Terms Expiring in 2027
| Director Age: 68 Director Since: February 2015 Board Committees: Compensation Committee (Chair) Independent: Yes | Since April 2008, Mr. Marsh has served as President and Chief Executive Officer of Plug Power Inc., an alternative energy technology provider engaged in the design, development, manufacture, and commercialization of fuel cell systems for the industrial off-road markets worldwide. Previously, Mr. Marsh was a co-founder of Valere Power (“Valere”), where he served as Chief Executive Officer and a board member from Valere’s inception in 2001 through its sale to Eltek ASA in 2007. Prior to founding Valere, Mr. Marsh spent almost 18 years with Lucent Bell Laboratories in a variety of sales and technical management positions. Mr. Marsh is a prominent voice leading the hydrogen and fuel cell industry. Nationally, Mr. Marsh previously served the Chairman of the Fuel Cell and Hydrogen Energy Association and served as a member of the Hydrogen and Fuel Cell Tactical Committee. We believe Mr. Marsh’s qualifications to sit on our Board include his years of experience as an executive in the alternative energy industry. |
Nominees for Election as Class II Directors with Terms Expiring in 2027
| Jaime Guillen |
Nominees for Election as Class II Directors with Terms Expiring in 2027
| Director Age: 62 Director Since: August 2021 Board Committees: Audit Committee (Chair) Independent: Yes | Since 2014, Mr. Guillen has served as a Managing Partner at Faros Infrastructure Partners LLC, an investment firm with offices in United Kingdom, United States and Mexico. Mr. Guillen is also the Head of Asset Management for Mexico Infrastructure Partners and has approximately 30 years of experience in equity investments, project finance, project development, commercial contract negotiations, and company operations in a variety of sectors including energy, transport, natural resources, private equity and fund management. Earlier in his career, Mr. Guillen worked for major international firms including as Chief Executive Officer of Alterra Partners, Managing Director for Bechtel Enterprises and as a Vice President of Bechtel Financing Services. Mr. Guillen currently serves as the Chairman of the Board of Directors of Polaris Infrastructure Inc. (TSX: PIF), a Toronto-based publicly listed company engaged in the operation, acquisition and development of renewable energy projects in Latin America. We believe Mr. Guillen’s qualifications to sit on our Board include his years of experience as an executive and involvement in project finance. |
Incumbent Class I Directors with Terms Expiring in 2026
Incumbent Class I Directors with Terms Expiring in 2026
Incumbent Class I Directors with Terms Expiring in 2026
| ANGELO AMORELLI |
Incumbent Class I Directors with Terms Expiring in 2026
| Director Age: 61 Director Since: October 2023 Board Committees: Compensation Committee Independent: Yes | Since January 2023, Mr. Amorelli has been retired. From January 1989 to December 2022, Mr. Amorelli served in various roles at bp plc (“BP”), an international energy company, including Senior Vice President — Applied Sciences from July 2020 to December 2022, and Vice President — Group Research from April 2015 to June 2020, and prior to that role, Mr. Amorelli served in a variety of technical, operational and commercial roles from January 1989 to April 2015. We believe Mr. Amorelli’s qualifications to sit on our Board include his decades of experience in the energy industry and his expertise in clean-energy technologies. |
Incumbent Class I Directors with Terms Expiring in 2026
| CAROL J. BATTERSHELL |
Incumbent Class I Directors with Terms Expiring in 2026
| Director Age: 62 Director Since: January 2023 Board Committees: Audit Committee and Compensation Committee Independent: Yes | Since 2019, Ms. Battershell has served as Chief Executive Officer at Battersea Energy LLC, an energy consulting company, and she is a seasoned executive with nearly 40 years in the energy sector in the United States and internationally. She served for ten years at the U.S. Department of Energy (“DOE”) from June 2008 to July 2018. Her last role at DOE was as Principal Deputy Director in the Office of Policy, and prior to that role, Ms. Battershell progressed through other roles of increasing complexity with responsibilities for several multi-billion dollar programs. Ms. Battershell began her career as a Refinery Engineer and progressed to Vice President of BP’s Alternative Energy business over the 25 years she spent with BP. Ms. Battershell currently serves on the Board of Directors and chairs the HR committee for BluEarth Renewables Inc., a private renewable energy developer and operator; and previously served on the Board of Directors for Arotech Corporation, a portable energy solution and training simulator company, from 2016-2017, where she served as the chair of the Nominating Committee and as a member of the Audit Committee. We believe Ms. Battershell’s qualifications to sit on our Board include her years of experience within the energy industry and experience with the DOE. |
Incumbent Class I Directors with Terms Expiring in 2026
| PATRICK R. GRUBER |
Incumbent Class I Directors with Terms Expiring in 2026
| Chief Executive Officer and a Director Age: 63 Director Since: 2007 Board Committees: None Independent: No, serves as CEO of the Company | Prior to joining the Company, from 2005 to 2007, Mr. Gruber was President and Chief Executive Officer of Outlast Technologies, Inc. (“Outlast Technologies”), a technology and marketing company primarily serving the textile industry, where he was responsible for all aspects of Outlast Technologies’ business. Previously, Mr. Gruber co-founded NatureWorks LLC (formerly Cargill Dow, LLC) (“NatureWorks”) and served as Vice President, Technology and Operations, and Chief Technology Officer from 1997 to 2005, where he was responsible for all aspects of the business, including project, application and process technology development. From 2007 to May 2012, Mr. Gruber served on the board of directors of Segetis, Inc. From 2007 to January 2012, Mr. Gruber served on the board of directors of Green Harvest Technologies, LLC and from 2007 to 2008, he served on the board of directors of Outlast Technologies. In 2011, Mr. Gruber was awarded the University of Minnesota Outstanding Achievement Award. In 2008, Mr. Gruber was awarded the first ever George Washington Carver Award, recognizing significant contributions by individuals in the field of industrial biotechnology and its application in biological engineering, environmental science, biorefining and bio-based products. We believe Mr. Gruber’s qualifications to sit on our Board include his day-to-day knowledge of our company and its operations and his deep experience in our industry. |
Incumbent Class III Directors with Terms Expiring in 2025
Incumbent Class III Directors with Terms Expiring in 2025
Incumbent Class III Directors with Terms Expiring in 2025
| WILLIAM H. BAUM, Chairman of the Board |
Incumbent Class III Directors with Terms Expiring in 2025
| Director Age: 79 Director Since: January 2016 Board Committees: Nominating and Corporate Governance Committee (Chair) Independent: Yes | Since January 2015, Mr. Baum has operated a consulting business advising small biofuel and renewable chemical companies on a variety of commercial matters. Mr. Baum served as Chief Business Development Officer of Genomatica, Inc. from September 2010 until April 2014. From August 1997 to September 2010, Mr. Baum served in various roles at Diversa Corporation (now known as Verenium Corporation), a biotechnology company focused on the development of biofuels, including Vice President Sales and Marketing from August 1997 to November 1999, Senior Vice President, Business Development from November 1999 to July 2002 and Executive Vice President, Business Development from July 2002 to August 2010. Prior to joining Diversa, Mr. Baum served as the Vice President of Global Sales and Marketing at International Specialty Products, Inc., a specialty chemicals company, and held a variety of executive positions, both in the United States and internationally, at Betz Laboratories, Inc., a specialty chemicals company. Mr. Baum currently serves as a director on the board of directors for CanBiocin Inc., Watt Companies, Inc. and Arzeda Corporation. Previously, Mr. Baum served on the Board of Leaf Resources Limited (ASX: LER) from June 2017 to July 2022. We believe Mr. Baum’s qualifications to sit on our Board include his business development experience in the biofuels and biotechnology industries. |
Incumbent Class III Directors with Terms Expiring in 2025
| MARY KATHRYN (KATIE) ELLET |
Incumbent Class III Directors with Terms Expiring in 2025
| Director Age: 50 Director Since: January 2024 Board Committees: None Independent: Yes | Since October 2021, Ms. Ellet has served as President, H2E and Mobility for Air Liquide Hydrogen Energy, LLC. From August 2020 to September 2021, Ms. Ellet served as Chief Executive Officer for EC Industrial Holdings, LLC. From May 2006 to June 2020, Ms. Ellet served in various roles at SI Group, Inc., including Vice President — Oilfield Solutions from October 2018 to June 2020, Senior Director Strategic Markets — Fuels, Lubes and Surfactants from April 2014 to September 2018, Director Strategic Business Intelligence from September 2012 to April 2014, Production Manager from October 2010 to August 2012 and Environmental, Health, Safety and Quality Manager from May 2006 to October 2010. Ms. Ellet began her career as an engineer for BASF Corporation. We believe Ms. Ellet’s qualifications to sit on our Board include her extensive expertise and practical understanding of renewable energy applications, chemical products, hydrogen, go-to-market strategies, growth strategies, IP portfolio growth and management, and critical business intelligence. |
Incumbent Class III Directors with Terms Expiring in 2025
| GARY W. MIZE |
Incumbent Class III Directors with Terms Expiring in 2025
| Director Age: 73 Director Since: September 2011 Board Committees: Audit Committee and Nominating and Corporate Governance Committee Independent: Yes | Since October 2009, Mr. Mize has held the position of partner and owner at MR & Associates. Since March 2021, Mr. Mize has served as the Lead Director of Darling Ingredients, Inc. (“Darling”) and is Chair of its nominating and corporate governance committee. Mr. Mize has served as a director of Darling since May 2016 and previously served as a member of its audit committee, compensation committee and environmental, social and governance committee. From October 2020 to November 2023, Mr. Mize served as a director of United Malt Group Limited and served as a member of its environment, health and safety committee and its nominations and remuneration committee. Mr. Mize also served as non-executive Chairman at Ceres Global AG from December 2007 to April 2010, as an independent director of Ceres Global AG and as a member of its audit committee (Chair) from October 2013 to December 2021. In addition, Mr. Mize served Noble Group, Hong Kong, as Global Chief Operating Officer and Executive Director from July 2003 to December 2005 and Non-Executive Director from December 2005 to December 2006. Previously, he was President of the Grain Processing Group at ConAgra Foods, Inc., President and Chief Executive Officer of ConAgra Malt and held various positions at Cargill, Inc. Mr. Mize brings international business experience to the Board having previously held expatriate positions in Switzerland, Brazil and Hong Kong. We believe Mr. Mize’s qualifications to sit on our Board include his international experience, coupled with his decades of experience in agribusiness. |
Incumbent Class III Directors with Terms Expiring in 2025
| PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Incumbent Class III Directors with Terms Expiring in 2025
The Audit Committee has appointed Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and urges you to vote for the ratification of Grant Thornton LLP’s appointment. Grant Thornton LLP has served as our independent registered public accounting firm since the fiscal year ended December 31, 2016. Stockholder ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm is not required by our Second Amended and Restated Bylaws (“Bylaws”) or otherwise. However, the Board is submitting the appointment of Grant Thornton LLP to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to retain Grant Thornton LLP. Even if the selection is ratified, the Board and the Audit Committee may, in their discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of our Company and our stockholders. We expect representatives of Grant Thornton LLP to virtually attend the Annual Meeting and be available to respond to appropriate questions by stockholders. Additionally, the representatives of Grant Thornton LLP will have the opportunity to make a statement if they so desire.
Information Regarding Board Committees
Information Regarding Board Committees Our Board has established a standing Audit Committee, a standing Compensation Committee and a standing Nominating and Corporate Governance Committee to devote attention to specific subjects and to assist the Board in the discharge of its responsibilities. All three committees operate under written charters adopted by our Board, each of which is available on our website at https://investors.gevo.com/ under the heading “Governance.” The following table provides membership as of April 9, 2024 and meeting information for 2023 for each of the Board committees.
Information Regarding Board Committees
| Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Angelo Amorelli | | ● | | | Carol J. Battershell | ● | ● | | | William H. Baum | | | C | | Mary Kathryn Ellet | | | | | Patrick R. Gruber | | | | | Jaime Guillen | C | | | | Andrew J. Marsh | | C | | | Gary W. Mize | ● | | ● | | Total Meetings Held in 2023 | 5 | 6 | 5 |
Information Regarding Board Committees
C Committee Chair ● Member Below is a description of each committee of our Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable rules and regulations regarding “independence” and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.
Information Regarding Board Committees
| Audit Committee |
Information Regarding Board Committees
| Members: • Jaime Guillen (Chair) • Carol J. Battershell • Gary W. Mize | Each of the members of our Audit Committee is a non-employee member of our Board. Our Board has determined that all members of our Audit Committee meet the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has further determined that Mr. Guillen is an audit committee financial expert, as that term is defined under the applicable rules of the SEC, and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq, a copy of which can be found on our website at https://investors.gevo.com/ under the heading “Governance.” On an annual basis, the Audit Committee reviews and evaluates its written charter and the performance of the committee and its members, including compliance of the committee with its written charter. |
Information Regarding Board Committees
Meetings During 2023: Five. Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee appoints the independent registered public accounting firm; evaluates the independent registered public accounting firm’s qualifications, independence and performance; determines the engagement of the independent registered public accounting firm; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly consolidated financial statements; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law; reviews our consolidated financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; reviews our critical accounting policies and estimates; and annually reviews the Audit Committee charter and the committee’s performance. As noted above, the Audit Committee also reviews cybersecurity risks and receives regular reports from our Chief People Officer on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.
Information Regarding Board Committees
| COMPENSATION COMMITTEE |
Information Regarding Board Committees
| Members: • Andrew J. Marsh (Chair) • Angelo Amorelli • Carol J. Battershell | Each of the members of our Compensation Committee is a non-employee member of our Board. Mr. Marsh serves as the Chair of the Compensation Committee. Our Board has determined that each of the members of our Compensation Committee is an independent or outside director under the applicable rules and regulations of the SEC, Nasdaq and the Internal Revenue Code of 1986, as amended, relating to Compensation Committee independence. The Board also considered whether any member of the Compensation Committee has a relationship to us which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by us to such director, and whether such director is affiliated with us, one of our subsidiaries or an affiliate of one of our subsidiaries. The Board concluded that there are no business relationships that would interfere with the exercise of independent judgment by any of the members of our Compensation Committee. The Compensation Committee operates under a written charter, a copy of which can be found on our website at https://investors.gevo.com/ under the heading “Governance.” On an annual basis, the Compensation Committee reviews and evaluates its written charter and the performance of the committee and its members, including compliance of the committee with its written charter. |
Information Regarding Board Committees
Meetings During 2023: Six. Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and sets the compensation of these officers based on such evaluations. The Compensation Committee, which is comprised of independent directors, approves all issuances of stock options and other awards under our equity incentive plans. The Committee may form and delegate authority to subcommittees, as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Board to grant stock awards under the Company’s equity incentive plans to persons who are not then subject to Section 16 of the Exchange Act.
Information Regarding Board Committees
| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
Information Regarding Board Committees
| Members: • William H. Baum (Chair) • Gary W. Mize | Each of the members of our Nominating and Corporate Governance Committee is a non-employee member of our Board. Mr. Baum serves as the Chair of the Nominating and Corporate Governance Committee. Our Board has determined that each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of the SEC and Nasdaq relating to Nominating and Corporate Governance Committee independence. The Nominating and Corporate Governance Committee operates under a written charter, a copy of which can be found on our website at https://investors.gevo.com/ under the heading “Governance.” On an annual basis, the Nominating and Corporate Governance Committee reviews and evaluates its written charter and the performance of the committee and its members, including compliance of the committee with its written charter. |
Information Regarding Board Committees
Meetings During 2023: Five. Key Responsibilities: The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies, reporting and making recommendations to our Board concerning governance matters, overseeing our environmental, social and governance (ESG) matters, overseeing our talent management and overseeing our health and safety matters.
Board Diversity
Board Diversity The following chart summarizes certain self-identified personal characteristics of our directors for both the current year and the immediately prior year in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related instructions:
Board Diversity
| Board Diversity M atrix |
Board Diversity
| | As of April 9, 2024 | | As of April 10, 2023 | | | Total Number of Directors | 8 | | 7 | | | | Female | Male | Female | Male | | Part I: Gender Identity | | | | | | Directors | 2 | 6 | 2 | 5 | | Part II: Demographic Background | | | | | | Hispanic or Latinx | — | 1 | — | 1 | | White | 2 | 5 | 2 | 4 | | LGBTQ+ | 1 | | — | |
Consideration of Director Nominees
Consideration of Director Nominees Director Qualifications There are no specific minimum qualifications that the Board requires to be met by a director nominee recommended for a position on our Board, nor are there any specific qualities or skills that are necessary for one or more members of our Board to possess, other than as are necessary to meet the requirements of the rules and regulations applicable to us. The Nominating and Corporate Governance Committee considers a potential director candidate’s experience, areas of expertise and other factors relative to the overall composition of our Board and its committees, including the following characteristics: experience, judgment, commitment (including having sufficient time to devote to the Company), skills, diversity and expertise appropriate for the Company. In assessing potential directors, the Nominating and Corporate Governance Committee may consider the current needs of the Board and the Company to maintain a balance of knowledge, experience and capability in various areas. Stockholder Nominations The Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether a candidate was recommended by a stockholder or not. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board at an annual meeting of stockholders must do so by delivering a written recommendation to the Nominating and Corporate Governance Committee, c/o Gevo, Inc., 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112, Attn: Corporate Secretary, by the time period set forth in our Bylaws. See “Stockholder Proposals and Director Nominations.” Each written recommendation must set forth, among other information as set forth in our Bylaws: • the name and address of the stockholder of record and any beneficial owner on whose behalf the nomination is being made; • the class, series and number of shares of common stock of the Company, and any convertible securities of the Company, that are beneficially owned by the stockholder of record and any beneficial owner on whose behalf the nomination is being made; • any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such stockholder of record and any beneficial owner on whose behalf the nomination is being made; • any proxy, agreement, arrangement, understanding or relationship pursuant to which such stockholder of record and any beneficial owner on whose behalf the nomination is being made has or shares a right to vote any shares of any class or series of the Company; • any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder of record and any beneficial owner on whose behalf the nomination is being made; • a representation that such stockholder of record is a holder of record of stock of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate such proposed director; • the proposed director candidate’s name, age, business address and residential address; • complete biographical information for the proposed director candidate, including the proposed director candidate’s principal occupation or employment and business experience for at least the previous five years; • the class and number of shares of common stock of the Company that are beneficially owned by the proposed director candidate and any convertible securities of the Company that are beneficially owned by the director candidate as of the date of the written recommendation; a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any such nominating stockholder, on the one hand, and each proposed nominee, his or her respective affiliates and associates and any other persons with whom such proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in the Bylaws), on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such nominating stockholder were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant; • a completed and signed questionnaire, representation and agreement from the director candidate, as further described in our Bylaws; and • any other information relating to the proposed director candidate that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A promulgated under the Exchange Act. Director candidate nominations from stockholders must be provided in writing and must include the written consent of each proposed nominee to serve as a director if so elected. Stockholders are advised to review our Bylaws, which contain additional requirements with respect to director nominations. If a proposed director candidate is recommended by a stockholder in accordance with the procedural requirements discussed above, the Corporate Secretary will provide the foregoing information to the Nominating and Corporate Governance Committee. Evaluating Nominees for Director
Consideration of Director Nominees
Our Nominating and Corporate Governance Committee considers director candidates that are suggested by members of the committee, other members of our Board, members of management, advisors and our stockholders who submit recommendations in accordance with the requirements set forth in our Bylaws, as described above. Our Board has in the past engaged a third-party search firm to identify potential candidates for consideration by the Nominating and Governance Committee and election to our Board. The Nominating and Corporate Governance Committee may, in the future, retain third-party search firms to identify Board candidates on terms and conditions acceptable to the Nominating and Corporate Governance Committee to assist in the process of identifying or evaluating director candidates. The Nominating and Corporate Governance Committee evaluates all nominees for director using the same approach whether they are recommended by stockholders or other sources. The Nominating and Corporate Governance Committee reviews candidates for director nominees in the context of the current composition of our Board and committees, the operating requirements of the Company and the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers the director nominee’s qualifications, diversity, skills and such other factors as it deems appropriate given the current needs of the Board, the committees and the Company, to maintain a balance of knowledge, experience, diversity and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Board, the committees and the Company during their term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee will also determine whether the nominee must be independent for Nasdaq purposes, which determination will be based upon applicable Nasdaq listing standards and applicable SEC rules and regulations. Although we do not have a formal diversity policy, when considering diversity in evaluating director nominees, the Nominating and Corporate Governance Committee focuses on whether the nominees can contribute varied perspectives, skills, experiences and expertise to the Board. The Nominating and Corporate Governance Committee will evaluate the proposed director’s candidacy, including proposed candidates recommended by stockholders, and recommend whether the Board should nominate the proposed director candidate for election by our stockholders.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Consistent with the previous year and the recommendation by our independent compensation consultant, our Board compensation policy provides for the following compensation to our non-employee directors: Annual Equity Grant. Each non-employee director receives an annual equity grant under the Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”) in an amount valued at $125,000, subject to approval by the Compensation Committee. The annual equity grants vest on the first anniversary of the grant date. Annual Cash Retainers. Each non-employee member of our Board receives an annual cash retainer of $85,000, which is paid in arrears. The Chairman receives an additional annual cash retainer of $25,000; the Chair of the Audit Committee receives an additional annual cash retainer of $15,000; the Chair of the Compensation Committee receives an additional annual cash retainer of $15,000; and the Chair of the Nominating and Corporate Governance Committee receives an additional cash retainer of $10,000. Each member of a committee of the Board (other than the Chairs of such committees) receives an additional cash retainer of $5,000 for each committee they participate on. Effective after the Annual Meeting, upon recommendation by our compensation consultant after review of peer and market data, and approval by the Compensation Committee, the annual cash retainer for the Chairman will be increased to $50,000 and the annual cash retainer for the Chair for the Audit Committee will increase to $20,000. The Compensation Committee periodically reviews the compensation paid to non-employee directors to ensure that the compensation aligns the directors’ interests with the long-term interests of the stockholders. The Compensation Committee also considers whether the compensation paid to non-employee directors fairly compensates the Company’s directors when considering the work required in a company of the size and type of the Company. In addition, the Compensation Committee considers other relevant factors, including periodic independent market assessments, director recruitment considerations and peer group compensation for non-employee directors to determine whether the Company’s non-employee director compensation is reasonable and competitive. Each non-employee director is also reimbursed for reasonable travel and other expenses in connection with attending meetings of the Board and any committee on which he or she serves. We do not compensate Mr. Gruber, our Chief Executive Officer, for his service on the Board.
2023 Director Compensation Table
2023 Director Compensation Table The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2023:
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Angelo Amorelli(2) | $10,739 | 105,001 | 115,740 | | Carol J. Battershell(3) | $81,733 | 177,002 | 258,735 | | William H. Baum | $120,000 | 125,001 | 245,001 | | Ruth I. Dreessen(4) | $36,699 | — | 36,699 | | Jaime Guillen | $100,000 | 125,001 | 225,001 | | Andrew J. Marsh | $100,000 | 125,001 | 225,001 | | Gary W. Mize | $100,000 | 125,001 | 225,001 |
2023 Director Compensation Table
Represents the grant date fair value of restricted stock computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 16 to our consolidated financial statements included in our 2023 Annual Report.. (2) Mr. Amorelli joined the Board in October 2023 and received an award of $105,001 in restricted stock, which represents a proportional award of restricted stock for the remainder of the year of service ending at the Annual Meeting. (3) Ms. Battershell joined the Board in January 2023 and received an award of $52,001 in restricted stock, which represents a proportional award of restricted stock for the remainder of the year of service ending at the 2023 Annual Meeting of Stockholders. (4) Ms. Dreessen’s service on the Board concluded at the end of her term on May 22, 2023. The aggregate number of stock option and restricted stock awards outstanding for each of our non-employee directors as of December 31, 2023 is as follows:
2023 Director Compensation Table
| Name | Number of Vested Stock Options | Number of Unvested Stock Options | Number of Unvested Shares of Restricted Stock | | Angelo Amorelli(1) | — | — | 102,942 | | Carol J. Battershell(2) | — | — | 129,223 | | William H. Baum | 65,885 | — | 100,807 | | Ruth I. Dreessen(3) | — | — | — | | Jaime Guillen | 65,885 | — | 100,807 | | Andrew J. Marsh | 65,920 | — | 100,807 | | Gary W. Mize | 65,920 | — | 100,807 |
2023 Director Compensation Table
(1) Mr. Amorelli joined the Board in October 2023. (2) Ms. Battershell joined the Board in January 2023. Ms. Dreessen’s service on the Board concluded at the end of her term on May 22, 2023. The following table sets forth certain information about our executive officers, as of April 9, 2024:
2023 Director Compensation Table
| Name | Age | Position(s) | | Patrick R. Gruber | 63 | Chief Executive Officer and Director | | Christopher M. Ryan | 62 | President and Chief Operating Officer | | L. Lynn Smull | 63 | Chief Financial Officer | | Paul D. Bloom | 50 | Chief Carbon Officer and Chief Innovation Officer | | Andrew L. Shafer | 62 | Chief Customer, Marketing and Brand Officer | | Kimberly T. Bowron | 54 | Chief People Officer | | Alisher Nurmat | 54 | Vice President, Accounting and Treasurer |
2023 Director Compensation Table
Biographical information for Mr. Patrick R. Gruber is provided above in this proxy statement as part of Proposal 1 — Election of Directors. Christopher M. Ryan has served as President and Chief Operating Officer of the Company since June 2011, having previously served the Company as its Chief Technology Officer from September 2012 through March 2021 and its Executive Vice President, Business Development between June 2009 and June 2011. Prior to joining the Company, he co-founded NatureWorks in 1997. Mr. Ryan served as Chief Operating Officer for NatureWorks from 2008 to 2009 and Chief Technology Officer for NatureWorks from 2005 to 2008, where he was involved in the development and commercialization of that company’s new bio-based polymer from lab-scale production in 1992 through the completion of a $300 million world-scale production facility. Prior to 1992, Mr. Ryan served for four years in Corporate R&D for HB Fuller Company, a specialty chemical company. He has over 25 years of experience in strategic leadership, business development and research and product development in bio-based materials. L. Lynn Smull has served as Chief Financial Officer of the Company since December 2019. Prior to joining the Company, Mr. Smull served as Chief Financial Officer of One Energy Enterprises, a wind-powered electric generation developer, constructor and owner, from April 2018 to August 2019. From September 2016 to March 2018, he served as President of WElink Energy US, LLC, a solar-powered electric generation developer, constructor and owner. Prior to WElink Energy US, LLC, Mr. Smull served as Head of Foresight Group US, LLC, a renewable energy private equity investor from March 2015 to August 2016, and as a private equity investment consultant with LLS Consulting from April 2013 to March 2015. Mr. Smull has over 30 years of experience in capital raising, investing, lending and M&A while working for firms such as Table Rock Capital, Bechtel, Salomon Brothers, Bank of America and Calpine. Paul D. Bloom has served as Chief Carbon Officer and Chief Innovation Officer of the Company since September 2021, having previously served the Company as its Chief Technology Officer from March 2021 through September 2021. Prior to joining the Company, Mr. Bloom served as Vice President, Sustainable Materials for Archer-Daniels-Midland Company (“ADM”), a publicly-traded food processing and commodities trading company, from March 2020 until March 2021. From November 2013 through March 2020, Mr. Bloom served as Vice President, Process and Chemical Research at ADM and prior to that Mr. Bloom served in a series of commercial and technical roles of increasing responsibility at ADM between 2001 and 2013. Andrew L. Shafer has served as Chief Customer, Marketing and Brand Officer since November 2023. Prior to joining the Company, Mr. Shafer served as the sole proprietor of Shafer’s Innovation and Business Building Services, a management consulting business, from February 2016 to October 2023. From November 2007 to January 2016, Mr. Shafer served as Executive Vice President responsible for Sales and Market Development, as well as Corporate Brand and Communications and Strategic Partnerships for Elevance Renewable Sciences , Inc. From December 2003 to November 2007, Mr. Shafer served as Business Development Manager for Cargill, Inc. From 1997 to December 2003, Mr. Shafer served as Commercial Director for Cargill Dow, LLC. Kimberly T. Bowron has served as Chief People Officer of the Company since September 2021, having previously served as the Chief Human Resources Officer from June 2021 until September 2021. Before joining the Company, from November 2018 to June 2021, Ms. Bowron was Director of Human Resources at Texas Petrochemicals Group (“TPC Group”), a private chemicals company. From 2017 to 2018, Ms. Bowron served as the Vice President of Human Resources at Health Consultants Incorporated, a private products and services company. From 2014 to 2016, Ms. Bowron served as Senior Vice President, Human Resources at Alert Logic, Inc., a privately held cyber security company, and from 2007 to 2014, she served as Chief Administrative Officer for Cadre Services Inc., a diversified oil field services company. Alisher Nurmat has served as the Vice President, Accounting and Treasurer of the Company since August 2023, having previously served as the Vice President and Controller from October 2021 until August 2023. Previously, Mr. Nurmat served as Vice President of Finance and Corporate Controller for Gold Resource Corporation, a publicly-traded gold and silver mining company, from November 2019 until September 2021. From July 2014 until November 2019, Mr. Nurmat served as the Corporate Controller for Gold Resource Corporation. Mr. Nurmat served as Assistant Controller for Alacer Gold Corporation, a publicly-traded gold mining company, from April 2012 to April 2014. Mr. Nurmat also previously served in various audit-related roles for Deloitte Touche Tohmatsu Limited and PricewaterhouseCoopers LLP. This Compensation Discussion and Analysis provides information about our executive compensation program as it relates to the following “named executive officers” whose compensation information is presented in the tables and accompanying narratives following this discussion:
2023 Director Compensation Table
| Name | Position(s) | | Patrick R. Gruber | Chief Executive Officer | | L. Lynn Smull | Chief Financial Officer | | Christopher M. Ryan | President and Chief Operating Officer | | Paul D. Bloom | Chief Carbon Officer and Chief Innovation Officer | | Kimberly T. Bowron | Chief People Officer | | Timothy J. Cesarek(1) | Chief Commercial Officer |
2023 Director Compensation Table
(1) Mr. Cesarek resigned from the Company on September 22, 2023.
Executive Compensation Philosophy and Objectives
Executive Compensation Philosophy and Objectives Our primary objective with respect to executive compensation is to attract, retain and motivate superior executive talent with the skills and experience to successfully execute our business strategy. Our executive compensation program is designed to: • provide short-term competitive incentives that reward the achievement of critical goals that directly correlate to long-term strategy fulfillment and the enhancement of stockholder value; • align the interests of our executives with those of our stockholders by utilizing long-term equity incentives that reward performance through success of the corporation, with the ultimate objective of increasing long-term stockholder value; • provide long-term incentives that promote executive retention; and • align our executives with the long-term strategic goals and objectives approved by our Board. To achieve these objectives, our executive compensation program ties a significant portion of each named executive officer’s cash compensation to key corporate financial and strategic goals. We have also historically provided a portion of our executive compensation in the form of equity awards that vest over time, which we believe helps to retain our named executive officers and aligns their interests with those of our stockholders by allowing them to participate in our long-term performance as reflected in the trading price of our common stock. Role of Compensation Committee, Management and Compensation Consultant Our Compensation Committee makes all compensation decisions regarding our named executive officers. Our Compensation Committee is charged with, among other things, the responsibility of reviewing our named executive officer compensation policies and practices. Our Chief Executive Officer annually reviews the performance of each of our named executive officers, other than himself, and, based on these reviews, makes recommendations to our Compensation Committee regarding salary adjustments, annual incentive bonus payments and equity incentive awards for such named executive officers. The Compensation Committee believes it is valuable to consider the recommendations of our Chief Executive Officer with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of our named executive officers, he is in a unique position to provide the Compensation Committee with perspective into the performance of our executive officers in light of our business at a given point in time. While the Compensation Committee considers the Chief Executive Officer’s reviews and recommendations, the Compensation Committee decides the compensation of our named executive officers and also considers, among other things, company and individual performance, peer group data and recommendations from the Compensation Committee’s independent compensation consultant, as further described below. As part of the 2023 compensation process, our Compensation Committee retained Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”) as its independent compensation consultant. Aon served in this capacity from March 2021 until August 2023. Aon provided advisory services with respect to executive and equity compensation as directed by the Compensation Committee. From time to time, Aon provided additional services to management in the areas of non-executive compensation, with all such services being approved by the chair of the Compensation Committee before any services were provided. Prior to engaging Aon, our Compensation Committee considered the independence of Aon in accordance with the applicable regulations mandated by Nasdaq and the SEC. After conducting this assessment, our Compensation Committee did not identify any conflicts of interest with respect to Aon. Beginning in August 2023, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. Prior to engaging FW Cook, our Compensation Committee considered the independence of FW Cook in accordance with the applicable regulations mandated by Nasdaq and the SEC. After conducting this assessment, our Compensation Committee did not identify any conflicts of interest with respect to FW Cook. The Compensation Committee took the results of Aon’s comparative analyses of our peer group (as described below), as well as the considerations provided by Aon with respect to components and levels of compensation for our named executive officers, under advisement in determining competitive market practice in our industry. The Compensation Committee considered the assessment of peer group market compensation, historical compensation levels, subjective assessments of individual performance and worth and other subjective factors in establishing and approving the various elements of our executive compensation program for 2023. After considering the data and information provided by Aon, the Compensation Committee made its own determinations about the compensation granted in 2023 to our Chief Executive Officer, our other named executive officers and our non-employee directors. Peer Group Our Compensation Committee has identified certain peer group data with the assistance of Aon. Our peer companies are selected from publicly-traded companies based in the U.S. in similar or adjacent industries and then further refined to more closely align with us based on revenue, market capitalization, employee headcount, and competition for executive talent. The Compensation Committee also takes into consideration our stage of development, net income (loss), other key financial metrics, and the lack of many direct peers in our industry and competitors for talent. At the time the peer group was approved by the Compensation Committee, our market capitalization was positioned at approximately the 31st percentile of our peer group, and our annual revenue was positioned at approximately the 18th percentile of our peer group. The Compensation Committee believes that the companies selected to our peer group are broadly comparable to us and represent our labor market for talent for key leadership positions. Our Compensation Committee reviews our peer group annually to determine if adjustments are necessary to ensure that it continues to be relevant or if additional peer companies or groups are necessary to provide appropriate information on market practices and compensation levels. The Compensation Committee, based on analysis and recommendations from Aon, approved our peer group in March 2023.
Executive Compensation Philosophy and Objectives
| Our peer group for 2023 compensation purposes was: | | | | Advanced Emissions Solutions, Inc. | Aemetis, Inc. | Aeva Technologies, Inc. | | Amyris, Inc. | Centrus Energy Corp. | Clean Energy Fuels Corp. | | Danimer Scientific, Inc. | Energy Fuels Resources Corporation | Energy Recovery, Inc. | | Eos Energy Enterprises, Inc. | FuelCell Energy, Inc. | FutureFuel Corp. | | Hyliion Corp. | LanzaTech Global, Inc. | Montauk Renewables, Inc. | | NextDecade Corporation | Origin Materials, Inc. | Ouster, Inc. | | PureCycle Technologies, Inc. | REX American Resources Corp. | Talos Energy Inc. | | Tellurian Inc. | Vertex Energy, Inc. | View, Inc. | | Workhorse Group, Inc. | | |
Annual Cash Incentives
Annual Cash Incentives The Compensation Committee believes that annual incentive bonuses that are awarded to our named executive officers based on Company and individual performance goals provide our named executive officers additional incentive to outperform our financial goals, increase stockholder value and ensure that we attract and retain talented named executive officers. Each year, the Compensation Committee establishes a target annual incentive award for each named executive officer expressed as a percentage of the executive’s base salary, based on various factors, including the results of Aon’s comparative assessment regarding annual incentive award targets for comparable positions at peer companies, the estimated contribution and responsibility of the individual named executive officer and market practices. For 2023, the targets for our named executive officers and actual payouts were as follows:
Annual Cash Incentives
| Named Executive Officer | 2023 Annual Incentive Target (As a Percentage of Base Salary) | Actual 2023 Annual Incentive Payment (As a Percentage of Base Salary) | | Patrick R. Gruber | 100% | 100% | | L. Lynn Smull | 65% | 65% | | Christopher M. Ryan | 80% | 80% | | Paul D. Bloom | 80% | 80% | | Kimberly T. Bowron | 65% | 65% | | Timothy J. Cesarek(1) | 65% | —% |
Annual Cash Incentives
(1) Our Compensation Committee, at their discretion, assesses the achievement of corporate and individual goals and performance at the end of each fiscal year to determine the appropriate bonus for each named executive officer. The Compensation Committee approved the annual incentive bonuses at 100% of target amounts based on the following factors:
Annual Cash Incentives
| 2023 Goal and Related Achievements | Target Bonus Percentage | Performance Modifier | Bonus Payment Percentage | | Renewable Natural Gas (“RNG”) injected into the pipeline in an amount greater than 300,000 MMBtu • We injected greater than 300,000 MMBtu into the pipeline. | 15% | 110% | 16.5% | | Manage operating expenses and stay under budget. • We managed to keep our operating expenses under the budgeted amount for 2023. | 10% | 150% | 15.0% | | Enter into a licensing deal for, and continue development of, our ethanol-to-olefins (“ETO”) technology. • We entered into a joint development agreement with LG Chem, Ltd. and received initial payments under the agreement in 2023. | 15% | 150% | 22.5% | | Verity meets certain operational goals by December 31, 2023 • We provided a prototype of our Verity biofuel producer tool to one of our customers. • We signed agreements with three biofuels customers for Verity. | 20% | 100% | 20.0% | | Extend the licensing agreement with Axens North America, Inc. for two years. • The Master Framework Agreement with Axens North America, Inc. was extended into 2024 but didn’t meet all of the conditions necessary to satisfy the goal. | 10% | —% | —% | | Continue to progress the Net-Zero Projects. • We entered into the due diligence and term sheet negotiation phase for a $950 million loan guarantee from the Department of Energy. • Advanced project engineering with our EPC partners. • Substantially completed negotiation of our EPC agreements. | 30% | 87% | 26.0% | | Total | 100% | | 100% |
Annual Cash Incentives
In addition, as noted above, in May 2023, the Compensation Committee awarded the Special Net-Zero 1 Bonus due to significant progress by the Company in achieving financial close for the Net-Zero 1 project. The Special Net-Zero 1 Bonus was equal to a 50% attainment of our prior 2022 goal for the financial close of the Net-Zero 1 project.
Equity Incentive Awards
Equity Incentive Awards We believe that our long-term performance is enhanced through equity awards to our named executive officers. Equity awards are designed to reward our named executive officers for maximizing stockholder value over time, retain the services of our named executive officers, ensure focus on long-term value creation and our strategic objectives and align the long-term interests of our named executive officers with those of our stockholders. All equity incentive awards granted to our named executive officers are approved by our Compensation Committee. Equity incentive awards to our named executive officers and other direct reports of the chief executive officer are made in the form of premium-priced stock options with exercise prices at a premium to the closing market price of our common stock on the date of grant and time-vesting restricted stock awards, each of which vest in three equal installments on the first three anniversaries of the grant date. In 2023, we added a one-year minimum vesting period to the 2010 Plan, subject to an allowable pool of up to five percent (5%) of the number of shares authorized for issuance under the plan that may be granted without regard to the one-year minimum vesting requirement. We believe that equity incentive awards: • provide our named executive officers with a strong link to our long-term performance by enhancing their accountability for long-term decision making. Since stock options realize value only through stock price appreciation, the value realized upon the exercise of vested stock options directly aligns the compensation earned with the value stockholders receive over the same period; • create an ownership culture by aligning the interests of our named executive officers with the creation of long-term value for our stockholders; and • further our goal of executive retention. The equity awards granted to our named executive officers in 2023 were as follows:
Equity Incentive Awards
| Named Executive Officer | Premium-Priced Stock Options (#)(1) | Restricted Stock (#)(1) | | Patrick R. Gruber | 742,924 | 742,924 | | L. Lynn Smull | 207,222 | 207,222 | | Christopher M. Ryan | 266,220 | 266,220 | | Paul D. Bloom | 207,222 | 207,222 | | Kimberly T. Bowron | 85,499 | 85,499 | | Timothy J. Cesarek(2) | 207,222 | 207,222 |
Equity Incentive Awards
(1) Premium-priced stock options and restricted stock awards vest in three equal installments on the first three anniversaries of the grant date. (2) Mr. Cesarek resigned from the Company on September 22, 2023 and forfeited his unvested equity awards. In 2023, the Compensation Committee granted our named executive officers an equity mix of 50% premium-priced stock options and 50% restricted stock that vest in three equal installments on the first three anniversaries of the grant date. The premium-priced stock options granted in 2023 have a strike price that is approximately 10% greater than the closing price of our common stock on the date of grant. The Compensation Committee sets targets for annual equity compensation for each of the executive officers. The targets are informed by a survey of our peer group’s and similar companies’ pay practices. The Compensation Committee does not target a specific percentile ranking against our peer group and may grant long-term incentive awards at the higher end of the range for a variety of factors, including individual performance, but typically targets the 50th percentile for base salaries and bonuses and targets the 50th percentile for equity compensation. The actual grant date value of equity compensation awarded is individually determined at the discretion of the Compensation Committee. Consideration is given to the individual’s skills, experience and future potential to positively impact the Company’s performance, prior years’ award values, equity ownership level in the Company, as well as the individual’s and Company’s performance in the prior year. The ultimate value of equity grants is dependent on our stock price on the date of exercise and reflects the Compensation Committee’s attempt to further incent and align the long-term interests of our executives with those of our stockholders, while providing a strong retention tool. We consider premium-priced stock option grants to our named executive officers as performance-based since they have an exercise price equal to the closing price of our stock on the grant date plus a premium, which was an approximately 10% premium over the closing price of our stock on the date of grant in 2023. One third of the option shares and restricted stock awards vest on the first anniversary of the grant date, with the remaining option shares and restricted stock awards vesting in annual installments over the subsequent two years, provided that the named executive officer remains in continuous service with us as of each vesting date. The premium-priced stock options granted in 2023 require the stock price to stay at or above the strike price for such option for at least 20 consecutive trading days (or 30 calendar days) before the stock option can be exercised by the grantee. Other Compensation Policies and Practices
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements We have entered into employment agreements with certain of our named executive officers. Each of these agreements provides the applicable named executive officer with certain severance benefits in connection with certain terminations of the executive’s employment both before and after a change in control. During 2022, the Compensation Committee approved and adopted the Gevo, Inc. Change in Control Severance Plan (the “CIC Plan”) for eligible employees of the Company. The participants in the CIC Plan include certain of the Company’s executive officers that do not have employment agreements with the Company and certain other members of the Company’s senior management. The CIC Plan provides the applicable participant with certain severance benefits in connection with a double-trigger change in control (i.e., termination of the executive’s employment by the Company without Cause (as defined in the CIC Plan) or the executive’s resignation from the Company for Good Reason (as defined in the CIC Plan) within 30 days prior to or 12 months following the Change in Control (as defined in the CIC Plan)). The Compensation Committee believes that reasonable severance and change in control protections for the named executive officers strengthens our competitive compensation package by providing us with a recruitment and retention benefit, aligns the interests of the named executive officers with those of the stockholders and ensures continued dedication to the Company in change in control situations that may result in personal uncertainties.
Accounting Considerations
Accounting Considerations ASC Topic 718, Compensation - Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options and restricted stock under our equity incentive award plans will be accounted for under ASC Topic 718. We will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table summarizes the compensation earned by our named executive officers during the years ended December 31, 2023, 2022 and 2021:
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Patrick R. Gruber Chief Executive Officer | 2023 | 634,808 | 806,250 | 1,181,249 | 1,062,381 | 61,470 | 3,746,158 | | | 2022 | 552,855 | 312,500 | 1,588,299 | 945,300 | 60,800 | 3,459,754 | | | 2021 | 500,000 | 450,000 | 5,208,084 | 4,800,222 | 60,573 | 11,018,879 | | L. Lynn Smull Chief Financial Officer | 2023 | 381,185 | 327,600 | 329,483 | 296,327 | — | 1,334,595 | | | 2022 | 360,000 | 117,000 | 382,999 | 227,947 | — | 1,087,946 | | | 2021 | 320,769 | 188,325 | 1,953,032 | 1,800,083 | — | 4,262,209 | | Christopher M. Ryan President and Chief Operating Officer | 2023 | 421,512 | 423,093 | 423,290 | 380,695 | — | 1,648,590 | | | 2022 | 415,000 | 155,625 | 568,001 | 338,052 | — | 1,476,678 | | | 2021 | 385,192 | 265,132 | 2,604,042 | 2,400,111 | — | 5,654,477 | | Paul D. Bloom(5) Chief Carbon Officer and Chief Innovation Officer | 2023 | 382,777 | 361,600 | 329,483 | 296,327 | — | 1,370,187 | | | 2022 | 360,000 | 72,000 | 358,550 | 213,396 | — | 1,003,946 | | | 2021 | 276,923 | 101,116 | 2,313,032 | 1,800,083 | 59,900 | 4,551,054 | | Kimberly T Bowron Chief People Officer(6) | 2023 | 307,065 | 245,775 | 135,943 | 122,264 | — | 811,047 | | Timothy J. Cesarek(7) Chief Commercial Officer | 2023 | 341,377 | 58,500 | 329,483 | 296,327 | — | 1,025,687 | | | 2022 | 360,000 | 117,000 | 387,749 | 230,776 | — | 1,095,525 | | | 2021 | 354,615 | 210,600 | 1,953,032 | 1,800,083 | — | 4,318,330 |
2023 Summary Compensation Table
(1) The “Bonus” column represents discretionary bonuses earned pursuant to our annual incentive bonus program. Under the terms of their respective employment agreements, each executive is eligible to receive a bonus based on the achievement of certain business goals set by our Board on an annual basis. In addition, also includes the Special Net-Zero 1 Bonus. See ‘‘ — Annual Cash Incentives” above. (2) Represents the grant date fair value of restricted stock and option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 16 to our consolidated financial statements included in our 2023 Annual Report. (3) The option awards and restricted stock awards typically are scheduled to vest in three equal installments on the first three anniversaries of the grant date, subject to the named executive officer’s continued service on the vesting date. Refer to the “Outstanding Equity Awards at Fiscal Year-End” table below for additional information on vesting periods. (4) For Mr. Gruber, represents $34,577, $34,060 and $30,000 for payments to maintain a corporate apartment in 2023, 2022 and 2021, respectively, and $26,893, $26,740 and $30,573 for related tax gross-up assistance in 2023, 2022 and 2021, respectively. For Mr. Bloom, represents a relocation bonus of $59,900 in 2021. (5) Mr. Bloom joined the Company in April 2021. (6) Ms. Bowron joined the Company in June 2021, but she is a named executive officer for the first time in 2023.
Grants of Plan-Based Awards Table for 2023
Grants of Plan-Based Awards Table for 2023 The following table summarizes certain information regarding grants made to each of the Named Officers during 2023 under the 2010 Plan:
Grants of Plan-Based Awards Table for 2023
| Name | Type of Award | Grant Date | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh)(2) | Grant date fair value of stock and option awards ($) | | Patrick R. Gruber | Stock Option | 8/3/2023(1) | — | 742,924 | 1.75 | 1,062,381 | | | Restricted Stock | 8/3/2023(1) | 742,924 | — | — | 1,181,249 | | L. Lynn Smull | Stock Option | 8/3/2023(1) | — | 207,222 | 1.75 | 296,327 | | | Restricted Stock | 8/3/2023(1) | 207,222 | — | — | 329,483 | | Christopher M. Ryan | Stock Option | 8/3/2023(1) | — | 266,220 | 1.75 | 380,695 | | | Restricted Stock | 8/3/2023(1) | 266,220 | — | — | 423,290 | | Paul D. Bloom | Stock Option | 8/3/2023(1) | — | 207,222 | 1.75 | 296,327 | | | Restricted Stock | 8/3/2023(1) | 207,222 | — | — | 329,483 | | Kimberly T. Bowron | Stock Option | 8/3/2023(1) | — | 85,499 | 1.75 | 122,264 | | | Restricted Stock | 8/3/2023(1) | 85,499 | — | — | 135,943 | | Timothy J. Cesarek | Stock Option | 8/3/2023(1) | — | 207,222 | 1.75 | 296,327 | | | Restricted Stock | 8/3/2023(1) | 207,222 | — | — | 329,483 |
Grants of Plan-Based Awards Table for 2023
(1) The options and restricted stock are scheduled to vest in three equal installments on the first three anniversaries of the grant date, subject to the executive officer’s continued service on the vesting date. The options granted to each of the Named Officers during 2023 were premium-priced options. Refer to “Compensation Discussion and Analysis — Executive Compensation Philosophy and Objectives — Elements of Our Executive Compensation Program — Equity Incentive Awards” above for more information.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows the outstanding equity awards of our named executive officers as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | | Patrick R. Gruber | 8/3/2023 | — | 742,924(2) | 1.75 | 8/3/2033 | 1,529,072(5) | 1,773,724 | | | 7/26/2022 | 147,380 | 294,762(3) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 697,200 | 348,600(4) | 4.98 | 8/20/2031 | — | — | | | 7/9/2015 | 178 | — | 876.00 | 7/29/2025 | — | — | | L. Lynn Smull | 8/3/2023 | — | 207,222(2) | 1.75 | 8/3/2033 | 443,457(6) | 514,410 | | | 7/26/2022 | 35,539 | 71,075(3) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 261,450 | 130,725(4) | 4.98 | 8/20/2031 | — | — | | Christopher M. Ryan | 8/3/2023 | — | 266,220(2) | 1.75 | 8/3/2033 | 596,994(7) | 692,513 | | | 7/26/2022 | 52,705 | 105,411(3) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 384,600 | 174,300(4) | 4.98 | 8/20/2031 | — | — | | | 8/9/2018 | 64,327(10) | — | 3.45 | 8/9/2028 | — | — | | | 7/9/2015 | 156 | — | 876.00 | 7/29/2025 | — | — | | Paul D. Bloom | 8/3/2023 | — | 207,222(2) | 1.75 | 8/3/2033 | 436,721(8) | 506,596 | | | 7/26/2022 | 33,270 | 66,541(3) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 261,450 | 130,725(4) | 4.98 | 8/20/2031 | — | — | | Kimberly T. Bowron | 8/3/2023 | — | 85,499(2) | 1.75 | 8/3/2033 | 168,922(9) | 195,950 | | | 7/26/2022 | 15,468 | 30,937(3) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 75,000 | 37,500(4) | 4.98 | 8/20/2031 | — | — |
Outstanding Equity Awards at Fiscal Year-End
(1) Based on the closing price of a share of the Company’s common stock on the Nasdaq Capital Market of $1.16 on December 29, 2023. (2) Assuming continued employment, the stock options will vest in increments of 33.33% on August 3, 2024, August 3, 2025 and August 3, 2026. (3) Assuming continued employment, the stock options vested or will vest in increments of 33.33% on July 26, 2023, July 26, 2024 and July 26, 2025. (4) Assuming continued employment, the stock options vested or will vest in increments of 33.33% on August 20, 2022, August 20, 2023 and August 20, 2024. (5) Assuming continued employment, the restricted stock awards will vest as follows: 218,774 on July 26, 2024; 247,641 on August 3, 2024; 348,600 on August 20, 2024; 218,774 on July 26, 2025; 247,641 on August 3, 2025; and 247,642 on August 3, 2026. (6) Assuming continued employment, the restricted stock awards will vest as follows: 52,755 on July 26, 2024; 69,074 on August 3, 2024; 130,725 on August 20, 2024; 52,755 on July 26, 2025; 69,074 on August 3, 2025; and 69,074 on August 3, 2026. (7) Assuming continued employment, the restricted stock awards will vest as follows: 78,237 on July 26, 2024; 88,740 on August 3, 2024; 174,300 on August 20, 2024; 78,237 on July 26, 2025; 88,740 on August 3, 2025; and 88,740 on August 3, 2026. (8) Assuming continued employment, the restricted stock awards will vest as follows: 49,387 on July 26, 2024; 69,074 on August 3, 2024; 130,725 on August 20, 2024; 49,387 on July 26, 2025; 69,074 on August 3, 2025; and 69,074 on August 3, 2026. (9) Assuming continued employment, the restricted stock awards will vest as follows: 15,468 on July 26, 2024; 28,499 on August 3, 2024; 37,500 on August 20, 2024; 15,469 on July 26, 2025; 28,500 on August 3, 2025; and 28,500 on August 3, 2026. Represents a stock appreciation right (SAR) award that may be settled upon vesting in cash or shares of common stock, in the Company’s sole discretion.
Option Exercises and Stock Vested Table for 2023
Option Exercises and Stock Vested Table for 2023 The following table summarizes certain information regarding vesting of restricted stock during 2023 for each of the named executive officers. No stock options were exercised by our named executive officers in 2023.
Option Exercises and Stock Vested Table for 2023
| | Stock awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Patrick R Gruber | 567,374 | 866,447 | | L. Lynn Smull | 183,479 | 276,595 | | Christopher M. Ryan | 252,537 | 381,826 | | Paul D. Bloom | 194,180 | 290,882 | | Kimberly T. Bowron | 70,188 | 107,823 | | Timothy J. Cesarek | 184,134 | 277,676 |
Option Exercises and Stock Vested Table for 2023
(1) The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date.
Pension Benefits
Pension Benefits We currently have no defined benefit pension plans covering any of the named executive officers.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We currently have no nonqualified deferred compensation plans covering any of the named executive officers.
Employment Arrangements
Employment Arrangements Patrick R. Gruber In June 2010, we entered into an employment agreement with Mr. Gruber, which became effective upon the closing of our initial public offering. Under his employment agreement (as amended in December 2011 and February 2015), Mr. Gruber’s base salary was initially set at $500,000 per year, subject to annual review and adjustment by our Board. Mr. Gruber is eligible to receive an annual bonus of up to 50% of his base salary based on the achievement of certain business goals set by our Board, and he may receive additional bonus amounts at the discretion of our Board. Pursuant to the terms of the employment agreement, Mr. Gruber is eligible to receive an annual incentive award with a fair market value equal to $850,000 on the date of grant, consisting of restricted stock and/or stock options, and he is eligible to receive additional stock awards at the discretion of our Board. Mr. Gruber is also entitled to participate in or receive benefits under all of our existing and future incentive programs and will continue to be eligible to participate in all employee benefit plans, including retirement plans, health care plans and fringe benefit plans, that are afforded generally to our executive officers. If Mr. Gruber’s employment is terminated as a result of his disability or death, he or his estate will be entitled to receive his full base salary through the date of termination as well as an additional lump-sum payment equal to his annual base salary at the rate in effect at the time of such termination. If Mr. Gruber’s employment is terminated without cause (as defined in his employment agreement) (other than by death or disability), or if he terminates his employment with us for good reason (as defined in his employment agreement), he will be entitled to receive his full base salary through the date of termination, a bonus equal to the average of the annual bonuses paid to him in each of the three years preceding the termination, prorated to the date of termination, and, provided that he executes a general release of claims in favor of the Company within 60 days of the date of termination, he shall also receive a lump-sum payment equal to two years of his base salary then in effect plus 200% of his eligible bonus for the preceding year. Additionally, Mr. Gruber and his family will receive continued coverage under any Company sponsored group health plan in which he was enrolled at the time of his termination for a period of 12 months following his termination date and, immediately prior to such termination date, all of his outstanding unvested stock options and other equity awards shall immediately vest. Mr. Gruber’s employment agreement also provides certain payments and benefits to Mr. Gruber in circumstances involving a change in control, as described below in the section entitled “— Potential Payments upon Termination and Change of Control.” L. Lynn Smull In November 2019, we entered into an offer letter agreement with Mr. Smull. Under the offer letter agreement, Mr. Smull’s base salary was initially set at $300,000, subject to annual review and adjustment by our Board. Mr. Smull is eligible to receive an annual bonus of up to 40% of his base salary and an annual incentive award in equity of up to 30% of his annual salary, each of which may or may not be granted in the sole discretion of our Board. Mr. Smull is an at-will employee of the Company and his employment relationship can be terminated by either him or us for any reason, at any time, with or without notice and with or without cause. Upon termination of Mr. Smull’s employment with the Company for any reason, he will receive payment for all unpaid salary and unused paid time off accrued and earned as of the date of termination of employment, and his benefits will be continued under the Company’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. In the event that Mr. Smull is terminated for any reason (other than a change in control), Mr. Smull will be entitled to a payment of three months of his annual base salary. Mr. Smull may also be entitled certain payments and benefits in circumstances involving a change in control, as described below in the section entitled “— Potential Payments upon Termination and Change of Control.” Christopher M. Ryan In June 2010, we entered into an employment agreement with Mr. Ryan, which became effective upon the closing of our initial public offering. Under the employment agreement, Mr. Ryan’s base salary was initially set at $325,000 per year, subject to annual review and adjustment by our Board. Mr. Ryan is eligible to receive an annual bonus of up to 40% of his base salary based on the achievement of certain business goals set by our Board on an annual basis and may receive additional bonus amounts at the discretion of our Board. Pursuant to the terms of the employment agreement, Mr. Ryan is eligible to receive an annual incentive award with a fair market value equal to $200,000 on the date of grant, consisting of restricted stock and/or stock options, and is eligible to receive additional stock awards at the discretion of our Board. Mr. Ryan is also entitled to participate in or receive benefits under all of our existing and future incentive programs and will continue to be eligible to participate in all employee benefit plans, including retirement plans, health care plans and fringe benefit plans, that are afforded generally to our executive officers. If Mr. Ryan’s employment is terminated as a result of his disability or death, he or his estate will be entitled to receive his full base salary through the date of termination as well as an additional lump-sum payment equal to his annual base salary at the rate in effect at the time of such termination. If Mr. Ryan’s employment is terminated without cause (as defined in his employment agreement) (other than by death or disability), or if he terminates his employment with us for good reason (as defined in his employment agreement), he will be entitled to receive his full base salary through the date of termination, a bonus equal to the average of the annual bonuses paid to him in each of the three years preceding the termination, prorated to the date of termination, and, provided that he executes a general release of claims in favor of the Company within 60 days of the date of termination, he shall also receive a lump-sum payment, equal to one year of his base salary then in effect plus 100% of his eligible bonus for the preceding year. Additionally, Mr. Ryan and his family will receive continued coverage under any Company sponsored group health plan in which he was enrolled at the time of his termination for a period of six months following his termination date and, immediately prior to such termination date, all of his outstanding unvested stock options and other equity awards shall immediately vest. Mr. Ryan’s employment agreement also provides certain payments and benefits to Mr. Ryan in circumstances involving a change in control, as described below in the section entitled “— Potential Payments upon Termination and Change of Control.” Paul D. Bloom In February 2021, we entered into an offer letter agreement with Mr. Bloom. Under the offer letter agreement, Mr. Bloom’s base salary was initially set at $360,000, subject to annual review and adjustment by our Board. Mr. Bloom is eligible to receive an annual bonus of up to 40% of his base salary and an annual incentive award in equity of up to 70% of his annual salary, each of which may or may not be granted in the sole discretion of our Board.
Employment Arrangements
Mr. Bloom is an at-will employee of the Company and his employment relationship can be terminated by either him or us for any reason, at any time, with or without notice and with or without cause. Upon termination of Mr. Bloom’s employment with the Company for any reason, he will receive payment for all unpaid salary and unused paid time off accrued and earned as of the date of termination of employment, and his benefits will be continued under the Company’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. In the event that Mr. Bloom is terminated for any reason (other than a change in control), Mr. Bloom will be entitled to a payment of six months of his annual base salary and up to 50% of his target bonus (if bonus targets have already been achieved as determined by our Board). Mr. Bloom may also be entitled certain payments and benefits in circumstances involving a change in control, as described below in the section entitled “— Potential Payments upon Termination and Change of Control.” Kimberly T. Bowron In May 2021, we entered into an offer letter agreement with Ms. Bowron. Under the offer letter agreement, Ms. Bowron’s base salary was initially set at $260,000, subject to annual review and adjustment by our Board. Ms. Bowron is eligible to receive an annual bonus of up to 40% of her base salary and an annual incentive award in equity of up to 70% of her annual salary, each of which may or may not be granted in the sole discretion of our Board. Ms. Bowron is an at-will employee of the Company and her employment relationship can be terminated by either her or us for any reason, at any time, with or without notice and with or without cause. Upon termination of Ms. Bowron’s employment with the Company for any reason, she will receive payment for all unpaid salary and unused paid time off accrued and earned as of the date of termination of employment, and her benefits will be continued under the Company’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Ms. Bowron may also be entitled certain payments and benefits in circumstances involving a change in control, as described below in the section entitled “— Potential Payments upon Termination and Change of Control.”
Potential Payments upon Termination and Change of Control
Potential Payments upon Termination and Change of Control Pursuant to the employment agreements with Messrs. Gruber and Ryan, in the event of a change of control, each of these executives (if still employed by the Company) is entitled to receive a lump-sum payment equal to two times the sum of (i) his annual base salary in effect immediately prior to such change of control and (ii) 100% of his eligible bonus for the year preceding the change of control. If upon or within 90 days after a change of control, either Messrs. Gruber or Ryan is terminated without cause, or terminates his employment with us for good reason, he will keep the change of control payment described above and he and his family will be entitled to receive continued coverage under any Company sponsored group health plan in which he was enrolled at the time of his termination for a period of six months following his termination date (or twelve months in the case of Mr. Gruber), but he will not be entitled to any other termination benefits. On the date Messrs. Gruber or Ryan becomes entitled to receive a change of control payment, all of his outstanding unvested stock options and other equity awards shall immediately vest. Change of control is defined in the employment agreements for Messrs. Gruber and Ryan as the acquisition by any person or group of all or substantially all of our assets through sale, lease, transfer, conveyance or other disposition, or the acquisition by any person or group of beneficial ownership of more than 40% of our outstanding voting stock. As of November 29, 2022, the CIC Plan was approved and adopted by the Compensation Committee for eligible employees of the Company. The participants in the CIC Plan will include certain of the Company’s executive officers and certain other members of the Company’s senior management. Each of Messrs. Smull and Bloom and Ms. Bowron are participants in the CIC Plan. Under the CIC Plan, if a Change in Control (as defined in the CIC Plan) occurs and Messrs. Smull or Bloom’s or Ms. Bowron’s employment is terminated by the Company without Cause (as defined in the CIC Plan) or Messrs. Smull or Bloom or Ms. Bowron resigns from the Company for Good Reason (as defined in the CIC Plan) within 30 days prior to or 12 months following the Change in Control, Messrs. Smull or Bloom or Ms. Bowron will be entitled to the following payments and benefits in addition to any earned and accrued base salary, vacation time and other accrued benefits that have not been paid as of the effective date of termination: • any unvested equity awards held by the participant will become fully vested and exercisable or payable (which, for performance-based equity awards, means vesting as if the performance goals had been attained at the target performance level), • monthly salary continuation benefits for 12 months following the effective date of termination, • payment of the target annual bonus for the fiscal year during which the termination of employment occurs, and • reimbursement by the Company for the proportionate cost of the premiums due for COBRA (as defined in the CIC Plan) continuation coverage under the Company’s group health plans for the participant, and the participant’s spouse and dependent children for the shorter of 12 months following cessation of employment and the date on which the participant is no longer entitled to COBRA continuation coverage under the Company’s group health plans. Messrs. Smull and Bloom’s and Ms. Bowron’s right to receive the Change in Control benefits under the CIC Plan is subject to and contingent upon the participant’s timely execution, without subsequent revocation, of a Release (as defined in the CIC Plan). The following table summarizes the potential payments and benefits payable to Messrs. Gruber and Ryan upon (i) a termination of employment without cause or resignation for good reason and (ii) a change of control (no termination required), as well as the additional benefits available upon termination without cause or resignation for good reason upon or within 90 days after a change of control, in each case assuming that such termination and change of control, where applicable, occurred on December 31, 2023.
Potential Payments upon Termination and Change of Control
| | Termination Without Cause or Resignation for Good Reason | | | | Change of Control (No Termination Required) | | | Termination Without Cause or Resignation for Good Reason Upon or Within 90 Days After a Change of Control | | Name | Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Benefits ($) | Base Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Benefits ($) | | Patrick R. Gruber | 1,300,000 | 1,822,917 | 1,733,724 | 38,974 | 1,300,000 | 1,300,000 | 1,733,724 | 38,974 | | Christopher M. Ryan | 431,600 | 626,563 | 692,513 | 14,782 | 863,200 | 690,560 | 692,513 | 14,782 |
Potential Payments upon Termination and Change of Control
(1) Amounts calculated based on the aggregate amount by which the fair market value of our common stock exceeded the aggregate exercise price of such awards as of December 31, 2023. The following table summarizes the potential payments and benefits payable to each of Messrs. Smull and Bloom and Ms. Bowron upon (i) a termination of employment without cause (and no change in control) and (ii) upon termination without cause or resignation for good reason within 30 days prior to or 12 months after a change in control, in each case assuming that such termination and change in control, where applicable, occurred on December 31, 2023.
Potential Payments upon Termination and Change of Control
| | Termination Without Cause and no Change in Control | | | Termination Without Cause or Resignation for Good Reason Within 30 Days Prior to or 12 Months After a Change in Control | | | | | Name | Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Benefits ($) | | L. Lynn Smull | 103,500 | — | — | 414,000 | 269,100 | 514,410 | 13,564 | | Paul D. Bloom | 203,500 | 162,800 | — | 407,000 | 325,600 | 506,596 | 38,974 | | Kimberly T. Bowron | — | — | — | 333,500 | 216,775 | 195,950 | 26,656 |
Potential Payments upon Termination and Change of Control
(1) Amounts calculated based on the aggregate amount by which the fair market value of our common stock exceeded the aggregate exercise price of such awards as of December 31, 2023.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Patrick R. Gruber, our Chief Executive Officer, and the annual total compensation of our “Median Employee”. For 2023, our last completed fiscal year: • the annual total compensation of our Chief Executive Officer was $3,746,158; and • the annual total compensation of our Median Employee was $165,000. Based on this information, for 2023 the ratio of the annual total compensation of our Chief Executive Officer to the Median Employee was 22 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. We used the following material assumptions, adjustments and estimates to identify the Median Employee and to determine the annual total compensation of our Chief Executive Officer and the Median Employee: • We determined that, as of December 31, 2023, our employee population consisted of approximately 95 individuals (excluding the Chief Executive Officer) who were working at the Company and its consolidated subsidiaries. This population consisted of our full-time, part-time and temporary employees. • To identify the Median Employee from our employee population (excluding the Chief Executive Officer), we first determined each employee’s base salary as of December 31, 2023. For any employees that were employed for less than the full fiscal year, we annualized their base salary for the full fiscal year. Then we determined the overtime earnings and annual cash bonus paid during fiscal year 2023 as reflected in our payroll records, and the grant value of restricted stock and stock options granted during fiscal year 2023. Then we identified our Median Employee from our employee population based on this compensation measure. • In accordance with the SEC rules, we determined the Chief Executive Officer’s 2023 annual total compensation to be equal to $3,746,158, which represents the amount reported for fiscal year 2023 for our Chief Executive Officer in the “Total” column of our “Summary Compensation Table” above. • In accordance with the SEC rules, we determined the Median Employee’s 2023 total annual compensation to be equal to $165,000, which represents the amount of such employee’s compensation for fiscal year 2023 that would have been reported in our “Summary Compensation Table” in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K if the employee had been a named executive officer for fiscal year 2023.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and the compensation of the Company’s named executive officers. The table below presents information on the compensation of our principal executive officer (“PEO”) and our non-PEO named executive officers (“NEOs”) in comparison to certain performance metrics for 2023, 2022 and 2021. The metrics are not those that the Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” is required by the SEC’s rules. Neither compensation actually paid nor the total amount reported in the 2023 Summary Compensation Table above reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, compensation actually paid was calculated by adjusting the 2023 Summary Compensation Table Total values for the applicable year as described in the footnotes to the table:
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) (in thousands) | | 2023 | $3,746,158 | $1,540,840 | $1,238,021 | $615,511 | $27.29 | $(66,215) | | 2022 | $3,459,754 | $(3,182,280) | $1,166,024 | $(1,342,507) | $44.71 | $(98,007) | | 2021 | $11,018,879 | $11,870,240 | $4,696,518 | $4,650,892 | $100.71 | $(59,203) |
Pay Versus Performance
The PEO for 2023, 2022 and 2021 is Mr. Gruber. The Non-PEO NEOs for whom the average compensation is presented in this table for 2022 and 2021 are Messrs. Smull, Ryan, Cesarek and Bloom. The Non-PEO NEOs for whom the average compensation is presented in this table for 2023 are Messrs. Smull, Ryan, Cesarek and Bloom and Ms. Bowron. (2) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance
| PEO | | | Fiscal Year | 2023 | | Summary Compensation Table Total | $3,746,158 | | Minus: Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | $(2,243,630) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,615,860 | | Plus: Change in Fair Value as of Fiscal Year-End of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years | $(1,109,306) | | Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(468,242) | | Minus: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Compensation Actually Paid | $1,540,840 |
Pay Versus Performance
| Non-PEO NEOs | | | Fiscal Year | 2023 | | Average Summary Compensation Table Total | $1,238,021 | | Minus: Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | $(549,317) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $333,281 | | Plus: Change in Fair Value as of Fiscal Year-End of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years | $(252,773) | | Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(153,701) | | Minus: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Average Compensation Actually Paid | $615,511 |
Pay Versus Performance
In accordance with Item 402(v) of Regulation S-K, we are providing the following graphical descriptions of the relationships between information presented in the Pay Versus Performance table on compensation actually paid and each of total shareholder return (“TSR”) or net income (loss). We do not utilize TSR and net income (loss) in our executive compensation program. As described in more detail above in the section “Compensation Discussion and Analysis,” part of the compensation our named executive officers are eligible to receive consists of annual cash bonuses that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for achievement towards these goals. Additionally, we view premium-priced stock options, which are part of our executive compensation program, as related to company performance although not directly tied to TSR, because they provide value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These stock option awards intend to align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Relationship Between Compensation Actually Paid and Company TSR Based on an Initial Fixed $100 Investment (“TSR Per $100”)
Compensation Actually Paid vs. Company TSR Per $100
Compensation Actually Paid vs. Company TSR Per $100 Relationship Between Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid vs. Company Net Income (Loss)
Compensation Actually Paid vs. Company Net Income (Loss) The following table sets forth information about the beneficial ownership of our common stock as of March 25, 2024 by: • each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our common stock; • each named executive officer and each director; and • all of our executive officers and directors as a group. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Gevo, Inc., 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. This table is based upon information supplied by our officers, directors and the Schedules 13D and 13G that have been filed with the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days of March 25, 2024 through the exercise of any stock option or SAR. The inclusion of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of, or receives the economic benefit from, such shares and we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. All unvested restricted stock awards are included in each holder’s beneficial ownership as holders are entitled to voting rights upon issuance of the restricted stock awards. Applicable percentages are based on 241,778,266 shares of common stock outstanding on March 25, 2024.
Compensation Actually Paid vs. Company Net Income (Loss)
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | | Beneficial Owners of More Than 5% of Our Common Stock: | | | | BlackRock, Inc.(1) | 19,242,742 | 8.0% | | The Vanguard Group(2) | 13,395,378 | 5.5% | | Named Executive Officers and Directors: | | | | Patrick R. Gruber(3) | 3,808,404 | 1.2% | | L. Lynn Smull(4) | 1,200,676 | * | | Christopher M. Ryan(5) | 1,660,165 | * | | Paul D. Bloom(6) | 892,657 | * | | Kimberly T. Bowron(7) | 339,289 | * | | Angelo Amorelli | 102,942 | * | | Carol J. Battershell | 129,223 | * | | William H. Baum(8) | 284,564 | * | | Mary Kathryn Ellet | 62,821 | * | | Jaime Guillen(8) | 259,931 | * | | Andrew J. Marsh(9) | 339,589 | * | | Gary W. Mize(9) | 321,066 | * | | All Executive Officers and Directors as a Group (14 persons)(10) | 9,733,329 | 4.0% |
Compensation Actually Paid vs. Company Net Income (Loss)
* Represents beneficial ownership of less than 1%. (1) Based solely on a Schedule 13G/A filed with the SEC on January 25, 2024 by BlackRock, Inc. The address for the stockholder is 50 Hudson Yards, New York, NY 10001. (2) Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group. The address for the stockholder is 100 Vanguard Blvd., Malvern, PA 19355. (3) Includes 844,758 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2024. (4) Includes 296,989 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2024. (5) Includes (i) 401,461 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2024 and (ii) 64,327 SARs exercisable within 60 days of March 25, 2024. The SARs may be settled upon vesting in cash or shares of common stock, in the Company’s sole discretion. (6) Includes 294,720 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2024. (7) Includes 90,468 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2024. (8) Includes 65,885 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2024. (9) Includes 65,920 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2024. Includes 2,262,248 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2024 and (ii) 64,327 SARs exercisable within 60 days of March 25, 2024. The SARs may be settled upon vesting in cash or shares of common stock, in the Company’s sole discretion.
Compensation Actually Paid vs. Company Net Income (Loss)
| EQUITY COMPENSATION PLAN INFORMATION TABLE |
Compensation Actually Paid vs. Company Net Income (Loss)
The following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2023:
Compensation Actually Paid vs. Company Net Income (Loss)
| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)(2) | | Equity Compensation Plans Approved by Stockholders: | | | | | 2010 Plan | 8,109,123 | $3.51 | 13,613,130 | | Employee Stock Purchase Plan | — | — | 190 | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | 8,109,123 | $3.51 | 13,613,320 |
Compensation Actually Paid vs. Company Net Income (Loss)
(1) Consists only of outstanding stock options. Awards issuable under the 2010 Plan may include stock options, SARs, restricted stock, RSUs and other stock-based awards.
Compensation Actually Paid vs. Company Net Income (Loss)
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
Indemnification Agreements with Directors and Executive Officers
Indemnification Agreements with Directors and Executive Officers We have entered into indemnification agreements with our directors and executive officers under which we agreed to indemnify those individuals under the circumstances and to the extent provided for in the agreements, for expenses, damages, judgments, fines, settlements and any other amounts they may be required to pay in actions, suits or proceedings which they are or may be made a party or threatened to be made a party by reason of their position as a director, officer or other agent of ours, and otherwise to the fullest extent permitted under Delaware law and our Bylaws. We also have an insurance policy covering our directors and executive officers with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise. We believe that these provisions and insurance coverage are necessary to attract and retain qualified directors, officers and other key employees.
Indemnification Agreements with Directors and Executive Officers
| HOUSEHOLDING OF PROXY MATERIALS |
Indemnification Agreements with Directors and Executive Officers
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are the Company’s stockholders may be “householding” our proxy materials. A single copy of the proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the proxy materials, please (1) notify your broker, (2) direct your written request to Gevo, Inc., c/o Corporate Secretary, 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112 or (3) call Investor Relations at (303) 858-8358. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request householding of their communications should contact their brokers. In addition, upon written or oral request to the address or telephone number set forth above, we will promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which a single copy of the documents was delivered.
Indemnification Agreements with Directors and Executive Officers
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS |
Indemnification Agreements with Directors and Executive Officers
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders. Any proposal of a stockholder intended to be included in our proxy statement for the 2025 Annual Meeting of Stockholders pursuant to Rule 14a-8 must be received by us no later than December 10, 2024, unless the date of our 2025 Annual Meeting of Stockholders is more than 30 days before or after May 21, 2025, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials. All proposals should be directed to our Corporate Secretary, at 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112. Pursuant to the terms of our Bylaws, stockholders wishing to submit proposals or director nominations for consideration at our 2025 Annual Meeting of Stockholders, including those that are not to be included in such proxy statement and proxy, must provide timely notice in writing to our Corporate Secretary, at 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112. Pursuant to our Bylaws, to be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not later than the close of business on February 20, 2025 nor earlier than January 21, 2025; provided, however, that if the date of the 2025 Annual Meeting of Stockholders is more than 30 days before or more than 70 days after such anniversary date, notice by stockholders to be timely must be so delivered, or mailed and received, not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made. Stockholders are advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations. In addition to satisfying the requirements under our Bylaws with respect to advance notice of any nomination, any shareholder that intends to solicit proxies in support of director nominees other than the Company’s nominees must comply with all the requirements of Rule 14a-19 promulgated under the Exchange Act.
Indemnification Agreements with Directors and Executive Officers
| ANNUAL REPORT |
Indemnification Agreements with Directors and Executive Officers
We will provide to any stockholder entitled to vote at our Annual Meeting, at no charge, a copy of our 2023 Annual Report, including the financial statements contained therein. Requests should be directed to: Gevo, Inc., Attention: Corporate Secretary, 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado, 80112, telephone (303) 858-8358.
Indemnification Agreements with Directors and Executive Officers
| OTHER MATTERS |
Indemnification Agreements with Directors and Executive Officers
The Board knows of no other matters that will be presented for consideration at our Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. By Order of the Board of Directors, E. Cabell Massey Vice President, Legal and Corporate Secretary April 9, 2024 GEVO, INC.345 INVERNESS DRIVE SOUTH BUILDING C, SUITE 310 ENGLEWOOD, CO 80112 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 20, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 16, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/GEVO2024You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 20, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 16, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following:1. Election of Class II DirectorsNominees01) Andrew J. Marsh02) Jaime Guillen ForWithholdFor AllTo withhold authority to vote for anyAllAllExceptindividual nominee(s), mark “For AllExcept” and write the number(s) of thenominee(s) on the line below.000 R1.0.0.61 _ 0000639162 The Board of Directors recommends you vote FOR proposals 2 and 3.2.To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. 3.To cast an advisory (non-binding) vote to approve the compensation of our named executive officers. NOTE: To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date ForAgainst Abstain000 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.comGEVO, INC.2024 Annual Meeting of StockholdersMay 21, 2024, 2:00 PM (MDT)This proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) L. Lynn Smull, E. Cabell Massey and Alisher Nurmat, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of GEVO, INC. that the stockholder(s) is/are entitled to vote at the 2024 Annual Meeting of Stockholders to be held live via audio webcast at www.virtualshareholdermeeting.com/GEVO2024, at 2:00 PM, MDT on May 21, 2024, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.R1.0.0.62 _ 0000639162 Continued and to be signed on reverse side