DEF 14A of Gevo, Inc., Apr 9, 2025

DEF 14A of Gevo, Inc.

Filed Apr 9, 2025 · FY20240001104659-25-033328

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Page | | CEO Pay Ratio | 61 | | Pay Versus Performance | 62 | | Security Ownership of Certain Beneficial Owners and Management | 65 | | Equity Compensation Plan Information Table | 67 | | Certain Relationships and Related Party Transactions | 68 | | Policies and Procedures for Related Party Transactions | 68 | | Transactions with Related Persons | 68 | | Indemnification Agreements with Directors and Executive Officers | 68 | | Householding of Proxy Materials | 70 | | Stockholder Proposals and Director Nominations | 70 | | Annual Report | 71 | | Other Matters | 71 |

  2. Nominees for Election as Class III Directors with Terms Expiring in 2028

    Nominees for Election as Class III Directors with Terms Expiring in 2028 The nominees listed below have been recommended by the Nominating and Corporate Governance Committee to be elected to serve as Class III 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.

  3. Nominees for Election as Class III Directors with Terms Expiring in 2028

    | WILLIAM H. BAUM , Chairman of the Board |

  4. Nominees for Election as Class III Directors with Terms Expiring in 2028

    | Director Age: 80 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. |

  5. Nominees for Election as Class III Directors with Terms Expiring in 2028

    | MARY KATHRYN (KATIE) ELLET |

  6. Nominees for Election as Class III Directors with Terms Expiring in 2028

    | Director Age: 51 Director Since: January 2024 Board Committees: Audit Committee Independent: Yes | Since October 2024, Ms. Ellet has served as the Chief Executive Officer of ETCH , Inc. From October 2021 to September 2024, Ms. Ellet 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. |

  7. Nominees for Election as Class III Directors with Terms Expiring in 2028

    | GARY W. MIZE |

  8. Nominees for Election as Class III Directors with Terms Expiring in 2028

    | Director Age: 74 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. |

  9. Incumbent Class I Directors with Terms Expiring in 2026

    Incumbent Class I Directors with Terms Expiring in 2026

  10. Incumbent Class I Directors with Terms Expiring in 2026

    | ANGELO AMORELLI |

  11. Incumbent Class I Directors with Terms Expiring in 2026

    | Director Age: 62 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. |

  12. Incumbent Class I Directors with Terms Expiring in 2026

    | CAROL J. BATTERSHELL |

  13. Incumbent Class I Directors with Terms Expiring in 2026

    | Director Age: 63 Director Since: January 2023 Board Committees: 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 previously served on the Board of Directors and chaired the HR committee for BluEarth Renewables Inc., a private renewable energy developer and operator, from 2021 to 2024; 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. |

  14. Incumbent Class I Directors with Terms Expiring in 2026

    | PATRICK R. GRUBER |

  15. Incumbent Class I Directors with Terms Expiring in 2026

    | Chief Executive Officer and Director Age: 64 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. |

  16. Incumbent Class II Directors with Terms Expiring in 2027

    Incumbent Class II Directors with Terms Expiring in 2027

  17. Incumbent Class II Directors with Terms Expiring in 2027

    | ANDREW J. MARSH |

  18. Incumbent Class II Directors with Terms Expiring in 2027

    | Director Age: 69 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. |

  19. Incumbent Class II Directors with Terms Expiring in 2027

    | JAIME GUILLEN |

  20. Incumbent Class II Directors with Terms Expiring in 2027

    | Director Age: 63 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. |

  21. Incumbent Class II Directors with Terms Expiring in 2027

    On April 8, 2025, the Board, upon the recommendation of the Compensation Committee, approved an amendment and restatement of the Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan (as amended and restated, the “2010 Plan”), subject to stockholder approval at the Annual Meeting, to increase the number of shares reserved for issuance under the 2010 Plan by 15,000,000 shares. The Board is asking stockholders to approve the amendment and restatement of the 2010 Plan (the “Amended 2010 Plan”). As of March 25, 2025, there were 3,001,469 shares available for issuance under the 2010 Plan, which the Board believes is insufficient to meet the Company’s business objectives and strategies. We are seeking stockholder approval of the Amended 2010 Plan to increase the number of shares available for grant by 15,000,000 shares, which will enable us to have an equity incentive program that allows us to compete with our peer group for key talent. Approval of the Amended 2010 Plan by our stockholders will allow us to grant stock options, restricted stock awards, restricted stock unit awards and other awards at levels determined appropriate by our Board or Compensation Committee in order to secure and retain the services of our employees, directors and consultants, and to provide long-term incentives that align the interests of our employees, directors and consultants with the interests of our stockholders. The Board believes that the future success of the Company depends, in large part, upon our ability to attract, retain and motivate key employees and that the granting of equity awards serves as an important factor in retaining key employees.

  22. Equity Awards Are an Important Part of Our Compensation Philosophy

    Equity Awards Are an Important Part of Our Compensation Philosophy As part of our human capital management strategy, we believe that a broad-based equity compensation program is essential to attract, retain and motivate people with the necessary talent and experience and to provide additional incentive to achieve our short- and long-term business objectives. We believe that our equity program creates a strong link between our employees and our stockholders’ interests. Equity compensation promotes an employee ownership culture, motivates employees to create stockholder value and, because the awards are typically subject to vesting and other conditions, promotes a focus on long-term value creation. Our Board and Compensation Committee believe we must continue to offer competitive equity compensation packages in order to attract and motivate the talent necessary for our continued growth and success in an industry that increasingly relies on equity compensation as a key component of overall employee compensation. The Board and Compensation Committee further believe that the shares currently available for future grant under the 2010 Plan will be insufficient to meet our anticipated retention and recruiting needs. The Amended 2010 Plan will allow us to continue to utilize equity awards as long-term incentives to secure and retain the services of our employees, directors and consultants, consistent with our compensation philosophy and common compensation practices for our industry. We expect to hire additional employees to help us continue to grow as a company and thus, will need to be able to attract talent and be able to use equity compensation to do so. Therefore, our Board believes that the Amended 2010 Plan is in the best interests of our business and our stockholders and unanimously recommends a vote in favor of this Proposal 2.

  23. The Size of Our Share Reserve Request is Reasonable and We Manage Our Equity Use Responsibly

    The Size of Our Share Reserve Request is Reasonable and We Manage Our Equity Use Responsibly Our compensation philosophy reflects broad-based eligibility for equity awards. However, we recognize that equity awards dilute existing stockholders, and, therefore, we are mindful to responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve relative to our industry and broader market norms to ensure that we maximize stockholders’ value by granting the appropriate number of equity awards necessary to attract, reward, and retain employees, directors and consultants. Shares of common stock subject to outstanding awards and shares of common stock reserved for future grants remaining under the 2010 Plan (excluding the proposed 15,000,000 share increase) constitute approximately 10.1% as a percentage of the Company’s common stock outstanding as of March 25, 2025. Shares of common stock subject to outstanding awards and shares of common stock reserved for future grants remaining under the Amended 2010 Plan (including the proposed 15,000,000 share increase) would constitute approximately 16.3% as a percentage of the Company’s common stock outstanding as of March 25, 2025. At this time, we expect that the additional 15,000,000 shares for which we are seeking stockholder approval will be sufficient for our equity compensation program for approximately the next two years. The proposed increase in the authorized shares was determined by comparing our past equity incentive grants to key employees and newly hired employees to our current hiring and retention plan, past equity incentive grants to our independent directors, planned grants to certain key employees as a retention tool, contracted fair value amounts included in the employment agreements of certain of our executive officers, planned grants to our independent directors as a component of their compensation, and the current trading price of our common stock. As of March 25, 2025, approximately 177 persons were eligible to receive awards under the 2010 Plan, including our named executive officers and our non-employee directors. On March 25, 2025, the closing price of the Company’s common stock was $1.25 per share.

  24. Share Reserve

    Share Reserve Subject to Section 3(b) and Section 13 in the Amended 2010 Plan, the aggregate number of shares which may be issued pursuant to awards under the Amended 2010 Plan is the sum of (i) 52,980,074 shares, plus (ii) any shares of common stock that are subject to awards under the Gevo, Inc. 2006 Omnibus Securities and Incentive Plan (the “2006 Plan”) as of February 8, 2011 that subsequently expire, or are forfeited, cancelled, settled or become unexercisable without the issuance of shares. Any shares of our common stock subject to an award under the Amended 2010 Plan will again be available for future awards if the shares for any reason will never be issued to a participant pursuant to the award (for example, due to its settlement in cash rather than in shares) or if the award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder, or if shares are issued under the Amended 2010 Plan to a participant pursuant to an award and thereafter are forfeited to the Company. The following shares will not become available for subsequent awards under the Amended 2010 Plan: (i) shares tendered by a participant as full or partial payment to the Company upon exercise of stock options, (ii) shares reserved for issuance upon grant of SARs, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs, and (iii) shares withheld by, or otherwise tendered to, the Company to satisfy a participant’s tax withholding liabilities with respect to an award. Notwithstanding the other provisions to the contrary, the maximum number of shares of common stock that may be issued upon the exercise of incentive stock options shall equal 3,000,000 shares, as such number may be adjusted pursuant to the Amended 2010 Plan. In addition, notwithstanding anything to the contrary in the Amended 2010 Plan, the value of all awards awarded under the Amended 2010 Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year shall not exceed $1,000,000.

  25. Administration

    Administration Administration of the Amended 2010 Plan will be carried out by our Compensation Committee; provided that our Board may act in lieu of the Compensation Committee at any time. Either our Compensation Committee or our Board may delegate its authority under the Amended 2010 Plan to one or more officers but it may not delegate its authority with respect to making awards to individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As used in this summary, the term administrator means the Compensation Committee, or the Board or its delegate if acting in lieu of the committee. The Amended 2010 Plan provides that we and our affiliates will indemnify members of the administrative committee and their delegates against any claims, liabilities or costs arising from the good faith performance of their duties under the Amended 2010 Plan. The Amended 2010 Plan will release these individuals from liability for good faith actions associated with the Amended 2010 Plan’s administration. Subject to the terms of the Amended 2010 Plan, the administrator has express authority to determine the eligible persons who will receive awards, the number of shares of our common stock to be covered by each award, and the terms and conditions of awards. The administrator has broad discretion to prescribe, amend and rescind rules relating to the Amended 2010 Plan and its administration, to interpret and construe the Amended 2010 Plan and the terms of all award agreements, and to take all actions necessary or advisable to administer the Amended 2010 Plan. Within the limits of the Amended 2010 Plan, the administrator may accelerate the vesting of any awards, allow the exercise of unvested awards, and may modify, replace, cancel or renew any awards. In addition, the administrator may buy-out, or replace, any award, including a stock option or SAR having an exercise price that is above the current fair market value of the underlying shares, with stockholder approval being generally required if options or SARs are granted or modified as part of a re-pricing. Except in connection with awards that are substituted as a condition of the Company’s or an affiliate’s acquiring another entity, awards that may be settled only in cash, or an adjustment for certain changes in capitalization, no portion of an award granted on or after May 22, 2023 under the Amended 2010 Plan may vest before the first anniversary of the date of grant, subject to earlier vesting in whole or in part in connection with a change in control or upon a participant’s death or disability; provided, however, that the Company may grant awards with respect to up to five percent (5%) of the number of shares authorized for issuance under the Amended 2010 Plan without regard to this minimum vesting requirement. The administrator may accelerate the vesting or exercisability of an award in circumstances other than a change in control or a participant’s death or disability, provided that such acceleration does not cause an award that is subject to this minimum vesting requirement to vest or become exercisable prior to the first anniversary of the date of grant.

  26. Types of Awards

    Types of Awards The administrator may grant options that are intended to qualify as incentive stock options, which we refer to as ISOs, only to employees, and may grant all other awards to any eligible persons, which includes consultants, directors, employees and non-employees to whom an offer of employment has been or is being extended. Stock options granted under the Amended 2010 Plan will provide award recipients, or participants, with the right to purchase shares of our common stock at a predetermined exercise price. The administrator may grant stock options that are intended to qualify as ISOs or that are not intended to so qualify, which we refer to as Non-ISOs. The Amended 2010 Plan also provides that ISO treatment may not be available for stock options that become first exercisable in any calendar year to the extent the value of the shares that are the subject of the stock option exceed $100,000, based upon the fair market value of the shares of our common stock on the option grant date. A SAR generally permits a participant who receives it to receive, upon exercise, cash and/or shares of our common stock equal in value to the excess of the fair market value, on the date of exercise, of the shares of our common stock with respect to which the SAR is being exercised, over the exercise price of the SAR for such shares. The administrator may grant SARs in tandem with options, or independently of them. SARs that are independent of options may limit the value payable on its exercise to a percentage. The exercise price of ISOs, Non-ISOs and SARs may not be less than 100% of the fair market value, on the grant date, of the shares of our common stock subject to the award, although the exercise price of ISOs may not be less than 110% of such fair market value for participants who own more than 10% of our shares of common stock on the grant date. To the extent vested and exercisable in accordance with the agreement granting them, a stock option or SAR may be exercised in whole or in part, and from time to time during its term, subject to earlier termination relating to a holder’s termination of employment or service. With respect to stock options, unless otherwise provided in an award agreement, payment of the exercise price may be made in any of the following forms, or combination of them: cash or check in US dollars, certain shares of our common stock or a cashless exercise under a program the administrator approves. The term over which participants may exercise stock options and SARs may not exceed 10 years from the date of grant; five years in the case of ISOs granted to employees who, at the time of grant, own more than 10% of our outstanding shares of common stock. During the term of the Amended 2010 Plan, no participant may receive stock options and SARs that relate to more than 20% of the maximum number of shares of our common stock that are authorized for awards under the Amended 2010 Plan. During any calendar year, no participant may receive ISOs or awards in the aggregate (including ISOs) that relate to more than 20% of the maximum number of shares of our common stock that are authorized for awards under the Amended 2010 Plan. Under the Amended 2010 Plan, the administrator may grant restricted stock that is forfeitable until certain vesting requirements are met, may grant restricted stock units (“RSUs”), which represent the right to receive shares of our common stock after certain vesting requirements are met (or cash under certain circumstances), and may grant a limited number of unrestricted shares as to which the participant’s interest is immediately vested. For restricted awards, the Amended 2010 Plan provides the administrator with discretion to determine the terms and conditions under which a participant’s interests in such awards become vested. The Amended 2010 Plan also authorizes awards of deferred share units in order to permit certain directors, officers, consultants or select members of management to defer their receipt of compensation that would otherwise be payable in cash or shares of our common stock, including shares that would otherwise be issued upon the vesting of restricted stock and RSUs. Deferred share units represent a future right to receive shares of our common stock. Under the Amended 2010 Plan, the administrator may grant performance-based awards, including performance units. Performance awards will vest and/or become payable based upon the achievement, within the specified period of time, of performance objectives applicable to the individual, us, or any affiliate. Performance awards will be payable in shares of common stock, cash or some combination of the two, subject to an individual participant limit, per performance period, of $2,000,000 (for performance units to be settled in cash) and 20% of the maximum number of shares of our common stock that are authorized for awards under the Amended 2010 Plan. The administrator will decide the length of performance periods. The Amended 2010 Plan requires that the administrator specify in writing the performance period to which the award relates, and an objective formula by which to measure whether and the extent to which the award is earned on the basis of the level of performance achieved with respect to one or more performance measures. Each performance measure will be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by us, or such other standard applied by the administrator. Performance measures may vary from performance period to performance period, and from participant to participant, and may be established on a stand-alone basis, in tandem or in the alternative. As a condition to the issuance of shares of our common stock pursuant to awards, the Amended 2010 Plan requires satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the award or the issuance of shares of our common stock. Finally, the Amended 2010 Plan authorizes the awarding of dividend equivalent rights to any eligible person. These rights may be independent of other awards, or attached to awards (other than stock options and SARs), and in all cases represent the participant’s right to receive cash payments or additional awards related to any dividends that we declare and pay to our stockholders during the term of the dividend equivalent right. Unless an award agreement provides otherwise, the distributions attributable to dividend equivalent rights that are attached to other awards shall occur when shares of our common stock are issued to settle the underlying award. Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of other than by will or the laws of descent and distribution, except to the extent the administrator permits lifetime transfers to charitable institutions, certain family members, or related trusts, or as otherwise approved by the administrator.

  27. Change in Control

    Change in Control In the event of a change in control, as defined in the Amended 2010 Plan, the administrator may in its sole and absolute discretion and authority, without obtaining the approval or consent of our stockholders or any participant with respect to his or her outstanding awards, except to the extent an award agreement or employment-related agreement provides otherwise, take one or more of the following actions: (i) arrange for or otherwise provide that each outstanding award will be assumed or substituted with a substantially equivalent award by a successor corporation or a parent or subsidiary of such successor corporation; (ii) accelerate the vesting of awards for any period, so that awards shall vest (and, to the extent applicable, become exercisable) as to the shares of our common stock that otherwise would have been unvested and provide that our repurchase rights with respect to shares of our common stock issued upon exercise of an award shall lapse as to the shares of our common stock subject to such repurchase right; (iii) arrange or otherwise provide for payment of cash or other consideration to participants in exchange for the satisfaction and cancellation of outstanding awards; (iv) terminate all or some awards, provided that the administrator shall provide for vesting of such awards in full as of the date immediately prior to consummation of the change in control; or (v) make such other modifications, adjustment or amendments to outstanding awards or the Amended 2010 Plan as the administrator deems necessary or appropriate. Unless an award agreement or employment-related agreement provides otherwise, in the event a participant holding an award assumed or substituted by the successor corporation in a change in control is involuntarily terminated, as defined in the Amended 2010 Plan, by the successor corporation in connection with, or within 12 months following consummation of, the change in control, then any assumed or substituted award held by the terminated participant at the time of termination shall accelerate and become fully vested and exercisable in full in the case of options and SARs, and any repurchase right applicable to any shares of our common stock shall lapse in full. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the participant’s termination. Finally, if we dissolve or liquidate other than as part of a change in control, all awards will immediately terminate, subject to the ability of the administrator to exercise any discretion that the administrator may exercise in the case of a change in control.

  28. Nonqualified Stock Options (Non-ISOs)

    Nonqualified Stock Options (Non-ISOs) A participant generally will not recognize taxable income upon the grant or vesting of a Non-ISO. Upon the exercise of a Non-ISO, a participant generally will recognize ordinary compensation income in an amount equal to the spread at exercise (i.e., the excess of the fair market value of the shares underlying the Non-ISO on the date of exercise over the exercise price of the Non-ISO). When a participant sells the shares received upon the exercise of a Non-ISO, the participant will recognize short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount realized on the sale of the shares and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater of the fair market value of the shares on the exercise date or the exercise price of the Non-ISO. Any capital gain or loss will be long-term if the participant held the stock for more than one year or otherwise will be short-term.

  29. Incentive Stock Options (ISOs)

    Incentive Stock Options (ISOs) A participant generally will not recognize taxable income upon the grant, vesting or exercise of an ISO, except that the alternative minimum tax may apply. If a participant sells or otherwise disposes of the shares acquired upon exercise of an ISO after the later of: (a) one year from the date the participant exercised the ISO, and (b) two years from the grant date of the ISO (i.e., the “required holding periods”), the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the sale or disposition and the exercise price of the ISO. If a participant sells or otherwise disposes of shares acquired upon exercise of an ISO before the end of the required holding periods, the sale or disposition will constitute a “disqualifying disposition,” and the participant generally will recognize ordinary compensation income in the year of sale or disposition equal to the excess of the fair market value of the shares on the date of exercise over the exercise price of the ISO (or, if less, the excess of the amount realized on the sale or disposition of the shares over the exercise price of the ISO). The balance of the participant’s gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be.

  30. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) A participant generally will not recognize taxable income upon the grant of an RSU award (including an RSU subject to performance-based requirements). Instead, upon the delivery of shares or cash pursuant to an RSU award, the participant will recognize ordinary compensation income equal to the fair market value of the shares or the amount of cash received. Upon a sale of any shares received, the participant will recognize short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount realized on the sale of shares and the participant’s tax basis in the shares, which generally is equal to the fair market value of the shares on the date of transfer to the participant. Any capital gain or loss will be long-term if the participant held the stock for more than one year or otherwise will be short-term.

  31. Plan Benefits

    | Name and Position | Stock Options Awarded in 2024 | Dollar Value of Stock Options(1) | Restricted Stock Awards Granted in 2024 | Dollar Value of Restricted Stock Awards(1) | | Patrick R Gruber, Chief Executive Officer | 1,195,000 | $768,385 | 1,205,000 | $856,350 | | L. Lynn Smull, Chief Financial Officer | 405,500 | $260,737 | 405,500 | $287,905 | | Christopher M. Ryan, President and Chief Operating Officer | 550,000 | $390,500 | 560,000 | $398,400 | | Paul D. Bloom, Chief Business Officer | 475,000 | $305,425 | 485,000 | $345,150 | | Andrew L. Shafer, Chief Customer, Marketing and Brand Officer | 202,500 | $130,208 | 205,500 | $143,775 | | All current executive officers as a group (7 persons) | 3,052,273 | $1,983,884 | 3,092,273 | $2,224,350 | | All current non-executive directors as a group | 1,572,473 | $886,875 | 62,281 | $73,500 | | All employees, including all non-executive officers, as a group | 5,030,946 | $3,280,396 | 5,676,353 | $4,236,141 |

  32. 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, 2025 and meeting information for 2024 for each of the Board committees.

  33. 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 2024 | 5 | 5 | 5 |

  34. 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.

  35. Information Regarding Board Committees

    | Audit Committee |

  36. Information Regarding Board Committees

    | Members: • Jaime Guillen (Chair) • Mary Kathryn Ellet • 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. |

  37. Information Regarding Board Committees

    Meetings During 2024: 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.

  38. Information Regarding Board Committees

    | COMPENSATION COMMITTEE |

  39. 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. |

  40. Information Regarding Board Committees

    Meetings During 2024: Five. 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.

  41. Information Regarding Board Committees

    | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |

  42. 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. |

  43. Information Regarding Board Committees

    Meetings During 2024: 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.

  44. 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

  45. 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.

  46. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Consistent with 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 approximately $126,000, subject to approval by the Compensation Committee. The annual equity grants can be in the form of restricted stock or stock options in the Compensation Committee’s discretion and vest on the first anniversary of the grant date. Starting in 2025, annual equity grants will vest on the earlier of (i) the next annual meeting of stockholders or (ii) the first anniversary of the grant date, to allow for ease of transitions. 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 $50,000; the Chair of the Audit Committee receives an additional annual cash retainer of $20,000; 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. 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. In connection with this review in 2024, effective after the 2024 Annual Meeting of Stockholders, 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 was increased from $25,000 to $50,000 and the annual cash retainer for the Chair for the Audit Committee was increased from $15,000 to $20,000. 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.

  47. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2024:

  48. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Angelo Amorelli | $88,402 | — | 126,696 | 215,098 | | Carol J. Battershell | $94,511 | — | 126,696 | 221,207 | | William H. Baum | $132,500 | — | 126,696 | 259,196 | | Mary Kathryn Ellet(2) | $84,235 | 73,501 | 126,696 | 284,432 | | Jaime Guillen | $102,500 | — | 126,696 | 229,196 | | Andrew J. Marsh | $100,000 | — | 126,696 | 226,696 | | Gary W. Mize | $96,598 | — | 126,696 | 223,294 |

  49. 2024 Director Compensation Table

    Represents the grant date fair value of stock options and restricted stock awards granted during 2024 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“FASB ASC 718”), excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 14 to our consolidated financial statements included in our 2024 Annual Report. (2) Ms. Ellet joined the Board in January 2024 and received an award of $73,501 in restricted stock, which represents a proportional award of restricted stock for the remainder of the year of service ending at the 2024 Annual Meeting of Stockholders and which vests on the first anniversary of the date of grant. The aggregate number of stock option and restricted stock awards outstanding for each of our non- employee directors as of December 31, 2024 is as follows:

  50. 2024 Director Compensation Table

    | Name | Number of Vested Stock Options | Number of Unvested Stock Options | Number of Unvested Shares of Restricted Stock | | Angelo Amorelli | — | 224,639 | — | | Carol J. Battershell | — | 224,639 | — | | William H. Baum | 65,885 | 224,639 | — | | Mary Kathryn Ellet(1) | — | 224,639 | 62,821 | | Jaime Guillen | 65,885 | 224,639 | — | | Andrew J. Marsh | 65,920 | 224,639 | — | | Gary W. Mize | 65,920 | 224,639 | — |

  51. 2024 Director Compensation Table

    The following table sets forth certain information about our executive officers, as of April 9, 2025:

  52. 2024 Director Compensation Table

    | Name | Age | Position(s) | | Patrick R. Gruber | 64 | Chief Executive Officer and Director | | Christopher M. Ryan | 63 | President and Chief Operating Officer | | L. Lynn Smull | 64 | Chief Financial Officer | | Paul D. Bloom | 51 | Chief Business Officer | | Andrew L. Shafer | 63 | Chief Customer, Marketing and Brand Officer | | Kimberly T. Bowron | 55 | Chief People and IT Officer | | Davaajargal (Sylvia) Gendenjamts | 53 | Vice President, Accounting and Treasurer |

  53. 2024 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 Business Officer of the Company since February 2025, having previously served the Company as its Chief Carbon Officer and Chief Innovation Officer from September 2021 through February 2025 and 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 and IT Officer of the Company since November 2024, having previously served as the Chief People Officer from September 2021 through November 2024 and as its 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. Davaajargal (Sylvia) Gendenjamts has served as the Vice President, Accounting and Treasurer of the Company since November 2024. Previously, Ms. Gendenjamts served as Director of Corporate Accounting for Pattern Energy Group, a private developer and operator of wind, solar, transmission, and energy storage projects. From 2017 to 2019, Ms. Gendenjamts served as Accounting Director for Hi-Crush Inc., a public provider of proppant and logistics services for hydraulic fracturing operations. From 2004 to 2017, Ms. Gendenjamts served as Corporate Accounting Manager for ENGIE North America Inc., a private clean energy company. 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:

  54. 2024 Director Compensation Table

    | Name | Position(s) | | Patrick R. Gruber | Chief Executive Officer | | L. Lynn Smull | Chief Financial Officer | | Paul D. Bloom | Chief Business Officer | | Christopher M. Ryan | President and Chief Operating Officer | | Andrew L. Shafer | Chief Customer, Marketing and Brand Officer |

  55. Executive Summary

    | Things We Do: | Things We Don’t Do: | | ✔ Pay for Performance. We link a significant portion of total compensation to performance, including annual bonuses and the grant of performance-based stock options to our named executive officers. ✔ Independent Compensation Committee. The Compensation Committee, comprised solely of independent directors, approves all compensation for our named executive officers. ✔ Independent Compensation Consultant. The Compensation Committee has retained an independent compensation consultant to provide data and information for use in the Committee’s decision-making. ✔ Meaningful Stock Ownership Guidelines. The Chief Executive Officer is expected to own 5x his salary and other senior management is expected to own 3x their salary; directors have a 5x their annual cash retainer holding expectation. | ✘ Excise Tax Gross-Ups. We do not provide our management with “excise tax gross-ups” in the event of a change in control. ✘ Short Sales, Hedging and Pledging. We do not allow our management or directors to engage in hedging (including through derivative securities) or pledging transactions in our stock. ✘ Enhanced Benefit Programs. We do not provide our management with pensions or any other enhanced benefit programs beyond those that are typically available to all other employees. ✘ Option Repricing. We are not permitted to reprice stock options without stockholder approval. ✘ Liberal Share Recycling. Our equity compensation plans do not contain liberal share recycling provisions. Any increase in available shares for equity awards must be approved by stockholders. |

  56. Executive Summary

    | Things We Do: | Things We Don’t Do: | | ✔ Minimum Vesting. Our equity compensation plan includes a one-year minimum vesting period for equity awards, subject to limited exceptions. ✔ Limited Perquisites. Our management receives minimal perquisites. | ✘ Evergreen Provisions. Our equity compensation plans do not contain any “evergreen” provisions to increase shares available for issuance as equity awards. Any increase in available shares for equity awards must be approved by stockholders. |

  57. 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 achieving our long-term strategy and enhancing 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 2024 compensation process, our Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook has served in this capacity since August 2023. FW Cook provides advisory services with respect to executive compensation and incentive design as directed by the Compensation Committee. From time to time, FW Cook provides additional services to management in the areas of non-executive compensation, such as non-employee director compensation and updating the Compensation committee on trends and regulatory developments in executive compensation, with all such services being approved by the chair of the Compensation Committee before any services are provided. 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 FW Cook’s comparative analyses of our peer group (as described below), as well as the considerations provided by FW Cook 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, individual performance and other qualitative factors in establishing and approving the various elements of our executive compensation program for 2024. After considering the data and information provided by FW Cook, the Compensation Committee made its own determinations about the compensation granted in 2024 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 FW Cook. 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. 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. For 2024, the Compensation Committee, based on analysis and recommendations from FW Cook, removed Advanced Emissions Solutions, Inc., Amyris, Inc. FutureFuel Corp., Talos Energy Inc. and View, Inc. from the peer group and approved the following peer group in November 2023:

  58. Executive Compensation Philosophy and Objectives

    | Our peer group for 2024 compensation purposes was: | | | | Aemetis, Inc. | Aeva Technologies, 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. | | Hyliion Corp. | LanzaTech Global, Inc. | Montauk Renewables, Inc. | | NextDecade Corporation | Origin Materials, Inc. | Ouster, Inc. | | PureCycle Technologies, Inc. | REX American Resources Corp. | Tellurian Inc. | | Vertex Energy, Inc. | Workhorse Group, Inc. | |

  59. 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 and increase stockholder value. 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 FW Cook’s comparative assessment regarding annual incentive award targets for comparable positions at peer companies, the expected contribution and responsibility of the individual named executive officer and market practices. For 2024, the targets for our named executive officers, which were unchanged from 2023 as a percentage of base salary, and actual payouts were as follows:

  60. Annual Cash Incentives

    | Named Executive Officer | 2024 Annual Incentive Target (As a Percentage of Base Salary) | Actual 2024 Annual Incentive Payment (As a Percentage of Base Salary) | | Patrick R. Gruber | 100% | 120.5% | | L. Lynn Smull | 65% | 78.3% | | Christopher M. Ryan | 80% | 96.4% | | Paul D. Bloom | 80% | 96.4% | | Andrew L. Shafer | 65% | 78.3% |

  61. Annual Cash Incentives

    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 120.5% of target amounts based on the following factors:

  62. Annual Cash Incentives

    | 2024 Goal and Related Achievements | Target Bonus Percentage | Performance Modifier | Bonus Payment Percentage | | Renewable Natural Gas (“RNG”) project met certain financial thresholds. • We sold Investment Tax Credits for net cash proceeds of approximately $14 million. | 15% | 120% | 18.0% | | Secure agreements to accelerate ethanol-to-olefins development. • We extended our Joint Development Agreement with LG Chem, Ltd. and entered into a new strategic alliance with Axens. | 10% | 150% | 15.0% | | Verity meets certain operational and financial goals. • Verity achieved its first revenue, it released a new version of the grower tool and brought in multiple new customers. | 15% | 150% | 22.5% | | Restructure RNG project bonds. • We remarketed the RNG bonds in April and continue to investigate other transaction structures for those bonds. | 10% | 100% | 10.0% | | Expand the Climate-Smart Farm to Flight program. • Enrolled over 125,000 acres in the growers’ program in 2024; and submitted all necessary documentation to the U.S. Department of Agriculture for reimbursement under our grant. | 10% | 100% | 10.0% | | Continue to progress the Net-Zero Projects. • Received a conditional commitment for a $1.4 billion loan guarantee from the Department of Energy. • Advanced project engineering. • Purchased ethanol and carbon capture and sequestration assets of Red Trail Energy, LLC | 30% | 100% | 30.0% | | Meet safety standards. • 3-year average total recordable incident rate of 1.01, which was less than the goal of 1.1. | 10% | 150% | 15.0% | | Total | 100% | | 120.5% |

  63. 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. All equity incentive awards granted to our named executive officers are approved by our Compensation Committee. For 2024, equity incentive awards to our named executive officers and other direct reports of the chief executive officer were made in the form of performance-based stock options and time-vesting restricted stock awards, each of which vest in three equal installments on the first three anniversaries of the grant date. The equity awards granted to our named executive officers in 2024 were as follows:

  64. Equity Incentive Awards

    | Named Executive Officer | Performance-Based Stock Options (#)(1) | Restricted Stock (#)(1) | | Patrick R. Gruber | 1,195,000 | 1,205,000 | | L. Lynn Smull | 405,500 | 405,500 | | Christopher M. Ryan | 550,000 | 560,000 | | Paul D. Bloom | 475,000 | 485,000 | | Andrew L. Shafer | 202,500 | 202,500 |

  65. Equity Incentive Awards

    (1) Performance-based stock options and restricted stock awards vest in equal installments on the first three anniversaries of the grant date. In May 2024, the Compensation Committee granted our named executive officers an equity mix of 50% performance-based stock options and 50% restricted stock that vest in equal installments on the first three anniversaries of the grant date. 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 pay practices. The Compensation Committee generally targets a grant value of around the 50th percentile compared to the peer group for each executive officer, though the Compensation Committee may decide to award more or less than such amount to any individual executive officer based on a variety of factors, such as 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 for stock options and the date of sale for any shares received upon vesting of restricted stock and exercise of options, which further incentivizes and aligns the long-term interests of our executives with those of our stockholders. We consider the stock option grants to our named executive officers as performance-based since they have a condition on exercisability where the closing price of our stock must be greater than $1.00 (which is approximately 41% greater than the strike price on the options) for 20 consecutive trading days after the grant date. 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, which provides a strong retention tool. In addition to the normal equity award grants, in September 2024, we also granted each of Messrs. Gruber, Ryan, and Bloom with a one-time restricted stock grant in the amount of 10,000 shares as consideration for each of them agreeing to be bound by a non-compete provision following termination of their employment. Additional information about the non-compete can be found below under the heading “Employment Arrangements.” Other Compensation Policies and Practices

  66. 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. Specifically, during 2024, we entered into amended and restated employment agreements with Mr. Gruber and Mr. Ryan and entered into an employment agreement with Mr. Bloom. We also maintain 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.

  67. 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.

  68. Equity Grant Timing

    Equity Grant Timing We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment. As discussed above, currently, we grant stock options and restricted stock awards. We do not have a formal policy regarding the timing of awards of stock options in relation to our disclosure of material nonpublic information; however, our Compensation Committee does not target our grants of stock option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Each fiscal year, our Compensation Committee, with input from FW Cook, makes the determinations of whether to grant equity awards and in what amounts. The Compensation Committee reviews and approves annual grants of equity awards to (i) our non-employee directors at one of its regularly scheduled meetings in the spring; and (ii) our employees and officers at one of its regularly scheduled meetings during the late spring or summer. During 2024, the Company did not issue any stock options to our named executive officers during the period beginning four business days before and ending one business day after (i) the filing of the Company’s Annual Report on Form 10-K, (ii) the filing of any of the Company’s Quarterly Reports on Form 10-Q, or (iii) the filing or furnishing of a Current Report on Form 8-K disclosing material nonpublic information.

  69. Equity Grant Timing

    | COMPENSATION COMMITTEE REPORT |

  70. Equity Grant Timing

    The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on that review and those discussions, it recommended to the Board of Directors that the foregoing Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the 2025 Annual Meeting of Stockholders. Respectfully submitted,

  71. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the compensation earned by our named executive officers during the years ended December 31, 2024, 2023 and 2022:

  72. 2024 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 | 2024 | 670,800 | 808,314 | 856,350 | 768,385 | 60,589 | 3,103,849 | | | 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 | | L. Lynn Smull Chief Financial Officer | 2024 | 427,248 | 334,642 | 287,905 | 260,737 | — | 1,310,532 | | | 2023 | 381,185 | 327,600 | 329,483 | 296,327 | — | 1,334,595 | | | 2022 | 360,000 | 117,000 | 382,999 | 227,947 | — | 1,087,946 | | Christopher M. Ryan President and Chief Operating Officer | 2024 | 445,411 | 429,376 | 398,400 | 353,650 | — | 1,626,837 | | | 2023 | 421,512 | 423,093 | 423,290 | 380,695 | — | 1,648,590 | | | 2022 | 415,000 | 155,625 | 568,001 | 338,052 | — | 1,476,678 | | Paul D. Bloom Chief Business Officer | 2024 | 420,024 | 404,903 | 345,150 | 305,425 | — | 1,475,502 | | | 2023 | 382,777 | 361,600 | 329,483 | 296,327 | — | 1,370,187 | | | 2022 | 360,000 | 72,000 | 358,550 | 213,396 | — | 1,003,946 | | Andrew L. Shafer Chief Customer, Marketing and Brand Officer(5) | 2024 | 408,101 | 319,645 | 143,775 | 130,208 | — | 1,001,728 |

  73. 2024 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 with an employment agreement is eligible to receive a bonus based on the achievement of certain business goals set by our Board on an annual basis. (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 14 to our consolidated financial statements included in our 2024 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 $34,082 for payments to maintain a corporate apartment in 2024 and $26,508 for related tax gross-up assistance in 2024. Mr. Shafer joined the Company in November 2023, but he was a named executive officer for the first time in 2024.

  74. Grants of Plan-Based Awards Table for 2024

    Grants of Plan-Based Awards Table for 2024 The following table summarizes certain information regarding grants made to each of the Named Officers during 2024 under the 2010 Plan:

  75. Grants of Plan-Based Awards Table for 2024

    | 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 | 5/22/2024(1) | — | 1,195,000 | 0.71 | 768,385 | | | Restricted Stock | 5/22/2024(1) | 1,195,000 | — | — | 848,450 | | | Restricted Stock | 9/1/2024(1) | 10,000 | | | 7,900 | | L. Lynn Smull | Stock Option | 5/22/2024(1) | — | 405,500 | 0.71 | 260,737 | | | Restricted Stock | 5/22/2024(1) | 405,500 | — | — | 287,905 | | Christopher M. Ryan | Stock Option | 5/22/2024(1) | — | 550,000 | 0.71 | 353,650 | | | Restricted Stock | 5/22/2024(1) | 550,000 | — | — | 390,500 | | | Restricted Stock | 9/1/2024(1) | 10,000 | — | — | 7,900 | | Paul D. Bloom | Stock Option | 5/22/2024(1) | — | 475,000 | 0.71 | 305,425 | | | Restricted Stock | 5/22/2024(1) | 475,000 | — | — | 337,250 | | | Restricted Stock | 9/1/2024(1) | 10,000 | — | — | 7,900 | | Andrew L. Shafer | Stock Option | 5/22/2024(1) | — | 202,500 | 0.71 | 130,208 | | | Restricted Stock | 5/22/2024(1) | 202,500 | — | — | 143,775 |

  76. Grants of Plan-Based Awards Table for 2024

    (1) The options and restricted stock are scheduled to vest in 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 2024 were performance-based stock 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.

  77. 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, 2024:

  78. 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 | | — | — | — | — | 1,919,057(5) | 4,010,829 | | | 5/22/2024 | — | 1,195,000(2) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | 247,641 | 495,283(3) | 1.75 | 8/3/2033 | — | — | | | 7/26/2022 | 294,761 | 147,381(4) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 1,045,800 | — | 4.98 | 8/20/2031 | — | — | | | 7/9/2015 | 178 | — | 876.00 | 7/29/2025 | — | — | | L. Lynn Smull | | — | — | — | — | 596,403(6) | 1,246,482 | | | 5/22/2024 | — | 405,500(2) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | 69,074 | 138,148(3) | 1.75 | 8/3/2033 | — | — | | | 7/26/2022 | 71,078 | 35,539(4) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 392,175 | — | 4.98 | 8/20/2031 | — | — | | Christopher M. Ryan | | — | — | — | — | 815,717(7) | 1,704,848 | | | 5/22/2024 | — | 550,000(2) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | 88,740 | 177,480(3) | 1.75 | 8/3/2033 | — | — | | | 7/26/2022 | 105,410 | 52,706(4) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 522,900 | — | 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 | | — | — | — | — | 672,535(8) | 1,405,598 | | | 5/22/2024 | — | 475,000(2) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | 69,074 | 138,148(3) | 1.75 | 8/3/2033 | — | — | | | 7/26/2022 | 66,540 | 33,271(4) | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 392,175 | — | 4.98 | 8/20/2031 | — | — | | Andrew L. Shafer | | — | — | — | — | 263,107(9) | 549,894 | | | 5/22/2024 | — | 202,500(2) | 0.71 | 5/21/2024 | — | — | | | 11/1/2023 | 121,212 | 60,607(3) | 1.75 | 11/1/2033 | — | — |

  79. 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 $2.09 on December 31, 2024. (2) Assuming continued employment, the stock options will vest in increments of 33.33% on May 22, 2025, May 22, 2026 and May 22, 2027. (3) Assuming continued employment, the stock options will vest in increments of 33.33% on August 3, 2024, August 3, 2025 and August 3, 2026. (4) 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. (5) Assuming continued employment, the restricted stock awards will vest as follows: 398,333 on May 22, 2025; 218,774 on July 26, 2025; 247,641 on August 3, 2025; 3,333 on September 1, 2025; 398,333 on May 22, 2026; 247,642 on August 3, 2026; 3,333 on September 1, 2026; 398,334 on May 22, 2027; and 3,334 on September 1, 2027. (6) Assuming continued employment, the restricted stock awards will vest as follows: 135,166 on May 22, 2025; 52,755 on July 26, 2025; 69,074 on August 3, 2025; 135,167 on May 22, 2026; 69,074 on August 3, 2026; and 135,167 on May 22, 2027. Assuming continued employment, the restricted stock awards will vest as follows: 183,333 on May 22, 2025; 78,237 on July 26, 2025; 88,740 on August 3, 2025; 3,333 on September 1, 2025; 183,333 on May 22, 2026; 88,740 on August 3, 2026; 3,333 on September 1, 2026; 183,334 on May 22, 2027; and 3,334 on September 1, 2027. (8) Assuming continued employment, the restricted stock awards will vest as follows: 158,333 on May 22, 2025; 49,387 on July 26, 2025; 69,074 on August 3, 2025; 3,333 on September 1, 2025; 158,333 on May 22, 2026; 69,074 on August 3, 2026; 3,333 on September 1, 2026; 158,334 on May 22, 2027; and 3,334 on September 1, 2027. (9) Assuming continued employment, the restricted stock awards will vest as follows: 67,500 on May 22, 2025; 60,607 on November 1, 2025; 67,500 on May 22, 2026; and 67,500 on May 22, 2027. 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.

  80. Option Exercises and Stock Vested Table for 2024

    Option Exercises and Stock Vested Table for 2024 The following table summarizes certain information regarding vesting of restricted stock during 2024 for each of the named executive officers. No stock options were exercised by our named executive officers in 2024.

  81. Option Exercises and Stock Vested Table for 2024

    | | Stock awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Patrick R Gruber | 815,015 | 521,199 | | L. Lynn Smull | 252,554 | 165,452 | | Christopher M. Ryan | 341,277 | 223,707 | | Paul D. Bloom | 249,186 | 163,398 | | Andrew L. Shafer | 60,606 | 135,757 |

  82. Option Exercises and Stock Vested Table for 2024

    (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.

  83. Pension Benefits

    Pension Benefits We currently have no defined benefit pension plans covering any of the named executive officers.

  84. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We currently have no nonqualified deferred compensation plans covering any of the named executive officers.

  85. Potential Payments upon Termination and Change of Control

    Potential Payments upon Termination and Change of Control Pursuant to the amended and restated employment agreements with Messrs. Gruber and Ryan, in the event of a termination of employment following a change of control, each of these executives is entitled to have all of his outstanding unvested stock options and other equity awards immediately vest as of the date of his termination. If their employment terminates in connection with a change of control, then they would be entitled to receive the same severance benefits set forth in their employment agreements for a termination of employment unrelated to a change of control — neither is entitled to any enhanced severance benefits as a result of a change in control. Notably, Mr. Gruber’s and Mr. Ryan’s amended and restated employment agreement eliminated their right to single-trigger severance and equity award vesting upon a change in control. Pursuant to the employment agreement with Mr. Bloom, in the event of a change of control, Mr. Bloom (if still employed by the Company) is entitled to have all of his outstanding unvested stock options and other equity awards immediately vest as of the date of his termination. In the event that Mr. Bloom is terminated within 30 days before, or 12 months after, a change in control, then he would be eligible to receive cash severance equal to 12 months of base salary plus 1.0x his target bonus and 18 months of free COBRA coverage in lieu of the severance otherwise due upon such events. As a condition of entering into the employment agreement, Mr. Bloom each ceased to be eligible for the CIC Plan. Change of control is defined in the amended and restated employment agreements for Messrs. Gruber and Ryan and the employment agreement for Mr. Bloom as having the same meaning as in the Company’s Amended and Restated 2010 Stock Incentive Plan, or any successor plan, as such plan may be amended from time to time. 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. Messrs. Smull and Shafer 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 Shafer’s employment is terminated by the Company without Cause (as defined in the CIC Plan) or Messrs. Smull or Shafer resign 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 Shafer 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 Shafer’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, Ryan and Bloom upon (i) a termination of employment without cause or resignation for good reason and (ii) termination due to death or disability, in each case assuming that such termination and change of control, where applicable, occurred on December 31, 2024.

  86. Potential Payments upon Termination and Change of Control

    | | Termination Without Cause or Resignation for Good Reason | | | | Termination Due to Death or Disability | | Name | Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Benefits ($) | Salary ($) | | Patrick R. Gruber | 2,347,800 | 2,870,717 | 7,379,144 | 54,221 | 670,800 | | Christopher M. Ryan | 1,113,528 | 836,706 | 3,146,644 | 54,221 | 445,411 | | Paul D. Bloom | 804,048 | 336,019 | 2,608,973 | 54,221 | 420,024 |

  87. Potential Payments upon Termination and Change of Control

    (1) The following table summarizes the potential payments and benefits payable to Messrs. Gruber, Ryan and Bloom upon (i) termination due to retirement upon meeting the Retirement criteria, and (ii) a termination without cause or resignation for good reason within 30 days before or 12 months after a change of control, in each case assuming that such termination and change of control, where applicable, occurred on December 31, 2024.

  88. Potential Payments upon Termination and Change of Control

    | | Termination due to Retirement Upon Meeting the Retirement Criteria | | | | Termination Without Cause or Resignation for Good Reason Within 30 Days Before or 12 Months After a Change of Control | | | | | Name | Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Benefits ($) | Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Benefits ($) | | Patrick R. Gruber | 2,347,800 | 2,870,717 | 7,379,144 | 54,221 | 2,347,800 | 2,870,717 | 7,379,144 | 54,221 | | Christopher M. Ryan | 1,113,528 | 836,706 | 3,146,644 | 54,221 | 1,113,528 | 836,706 | 3,146,644 | 54,221 | | Paul D. Bloom | 804,048 | 336,019 | 2,608,973 | 54,221 | 1,005,060 | 672,038 | 2,608,973 | 54,221 |

  89. Potential Payments upon Termination and Change of Control

    (1) Amounts calculated based on the closing price of our common stock on December 31, 2024. The following table summarizes the potential payments and benefits payable to Mr. Smull and Mr. Shafer 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, 2024.

  90. 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 Before or 12 Months After a Change of Control | | | | | Name | Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Salary ($) | Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Benefits ($) | | L. Lynn Smull | 106,812 | — | — | 427,248 | 277,711 | 2,318,525 | 12,547 | | Andrew L Shafer | — | — | — | 408,100 | 265,266 | 1,048,336 | 24,380 |

  91. Potential Payments upon Termination and Change of Control

    (1) Amounts calculated based on the closing price of our common stock on December 31, 2024.

  92. 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 2024, our last completed fiscal year: •

  93. 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 2024, 2023 and 2022. 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 2024 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 2024 Summary Compensation Table Total values for the applicable year as described in the footnotes to the table:

  94. 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) | | 2024 | $3,103,849 | $6,483,863 | $1,353,650 | $2,738,739 | $49.18 | $(78,640) | | 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) |

  95. Pay Versus Performance

    The PEO for 2024, 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, and Bloom and Timothy J. Cesarek, our former Chief Commercial Officer. The Non-PEO NEOs for whom the average compensation is presented in this table for 2023 are Messrs. Smull, Ryan, Cesarek and Bloom and Kimberly T. Bowron, our Chief People and IT Officer. The Non-PEO NEOs for whom the average compensation is presented in this table for 2024 are Messrs. Smull, Ryan, Bloom and Shafer. 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.

  96. Pay Versus Performance

    | PEO | | | Fiscal Year | 2024 | | Summary Compensation Table Total | $3,103,849 | | Minus: Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | $(1,624,735) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $4,823,605 | | Plus: Change in Fair Value as of Fiscal Year-End of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years | $1,103,403 | | 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 | $(922,259) | | 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 | $6,483,863 |

  97. Pay Versus Performance

    | Non-PEO NEOs | | | Fiscal Year | 2024 | | Average Summary Compensation Table Total | $1,353,650 | | Minus: Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | $(556,313) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,651,207 | | Plus: Change in Fair Value as of Fiscal Year-End of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years | $462,279 | | 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 | $(172,084) | | 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 | $2,738,739 |

  98. 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”)

  99. 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)

  100. 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, 2025 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, 2025 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 239,609,874 shares of common stock outstanding on March 25, 2025.

  101. 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: | | | | The Vanguard Group(1) | 17,073,102 | 7.1% | | Named Executive Officers and Directors: | | | | Patrick R. Gruber(2) | 5,776,750 | 2.4% | | L. Lynn Smull(3) | 1,859,160 | * | | Christopher M. Ryan(4) | 2,614,186 | 1.1* | | Paul D. Bloom(5) | 1,681,086 | * | | Andrew Shafer(6) | 520,964 | * | | Angelo Amorelli(7) | 327,581 | * | | Carol J. Battershell(7) | 353,862 | * | | William H. Baum(8) | 509,203 | * | | Mary Kathryn Ellet(7) | 287,460 | * | | Jaime Guillen(8) | 484,570 | * | | Andrew J. Marsh(9) | 564,228 | * | | Gary W. Mize(9) | 545,705 | * | | All Executive Officers and Directors as a Group (14 persons)(10) | 9,470,891 | 6.8% |

  102. 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 November 12, 2024 by The Vanguard Group. The address for the stockholder is 100 Vanguard Blvd., Malvern, PA 19355. (2) Includes 1,986,713 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025. (3) Includes 667,493 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025. (4) Includes (i) 943,866 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025 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. (5) Includes 711,122 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025. (6) Includes 188,712 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025. (7) Includes 224,639 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025. (8) Includes 290,524 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025. (9) Includes 290,559 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025. Includes 6,571,590 shares issuable pursuant to stock options exercisable within 60 days of March 25, 2025 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.

  103. Compensation Actually Paid vs. Company Net Income (Loss)

    | EQUITY COMPENSATION PLAN INFORMATION TABLE |

  104. 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, 2024:

  105. 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 | 21,755,929 | $1.46 | 2,558,600 | | Employee Stock Purchase Plan | — | — | 190 | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | 21,755,929 | 1.46 | 2,558,790 |

  106. 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.

  107. Compensation Actually Paid vs. Company Net Income (Loss)

    | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |

  108. 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.

  109. Indemnification Agreements with Directors and Executive Officers

    | DELINQUENT SECTION 16(A) REPORTS |

  110. Indemnification Agreements with Directors and Executive Officers

    Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Based on our review of such reports and written representations from our directors and executive officers, we believe that all such filing requirements were timely met during 2024, except one Form 4 for each of Kimberly Bowron, Paul Bloom, Chris Ryan and Patrick Gruber , in each case, filed on October 1, 2024 to report a restricted stock award granted on September 1, 2024.

  111. Indemnification Agreements with Directors and Executive Officers

    | HOUSEHOLDING OF PROXY MATERIALS |

  112. 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.

  113. Indemnification Agreements with Directors and Executive Officers

    | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS |

  114. 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 2026 Annual Meeting of Stockholders pursuant to Rule 14a-8 must be received by us no later than December 10, 2025, unless the date of our 2026 Annual Meeting of Stockholders is more than 30 days before or after May 21, 2026, 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 2026 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, 2026 nor earlier than January 21, 2026; provided, however, that if the date of the 2026 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.

  115. Indemnification Agreements with Directors and Executive Officers

    | ANNUAL REPORT |

  116. 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 2024 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.

  117. Indemnification Agreements with Directors and Executive Officers

    | OTHER MATTERS |

  118. 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, 2025