DEF 14A of Aemetis, Inc, Apr 29, 2024

DEF 14A of Aemetis, Inc

Filed Apr 29, 2024 · FY20230001437749-24-013684

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table lists our Board members as of April 29, 2024, the class under which each director serves, and the expiration year of the term of each director:

  2. BOARD OF DIRECTORS

    | Name | Age | Position | Director Since | Classification (Term Expiration) | | Eric A. McAfee | 61 | Chair of the Board and Chief Executive Officer | 2006 | Class I (2025) | | Francis P. Barton | 77 | Lead Independent Director | 2012 | Class I (2025) | | Lydia I. Beebe | 71 | Director | 2016 | Class II (2026) | | John R. Block | 89 | Director | 2008 | Class II (2026) | | Naomi L. Boness | 47 | Director and nominee | 2020 | Class III (2024) * | | Timothy A. Simon | 68 | Director and nominee | 2021 | Class III (2024) * |

  3. BOARD OF DIRECTORS

    (*) Current term expires in 2024. The Director's term will expire in 2027 if reelected. Note that the class number designation for "Class II" and "Class III" have been changed from prior proxies to reflect the chronological order of the expiration year for each classification, but each Director's term of office has not changed.

  4. Board Member Independence

    Board Member Independence The Board of Directors has determined that all of its current directors are independent directors within the meaning set forth in the applicable rules and regulations of the SEC and the NASDAQ Stock Market, as currently in effect, except for Eric A. McAfee, who is considered to be not independent because he is also an Executive Officer currently serving as Chair of the Board and Chief Executive Officer. There are no family relationships between any independent director and executive officer.

  5. Board Leadership

    Board Leadership Our Board retains flexibility to select its Chair of the Board and Chief Executive Officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the Chair of the Board and the Chief Executive Officer positions may be filled by a single person or filled separately by two people. The Board currently believes that having Mr. McAfee serve as both Chair of the Board and Chief Executive Officer is in the best interests of the stockholders in light of Mr. McAfee’s extensive knowledge of, years of service to, and experience with the Company. The Board has designated Francis P. Barton as Lead Independent Director to preside over the Board’s executive sessions and fulfill other duties.

  6. Board Management of Risk

    Board Management of Risk Both the full Board and its committees oversee the various risks faced by the Company. Management is responsible for the day-to-day management of the Company and provides periodic reports to the Board and its committees relating to those risks and risk-mitigation efforts. Board oversight of risk is conducted primarily through the standing committees of the Board, the members of which are independent directors, with the Audit Committee taking a lead role on oversight of financial risks and in interfacing with management on significant risks or exposures and assessing the steps management has taken to minimize such risks. The Audit Committee is also charged with, among other tasks, oversight of management on the Company’s guidelines and policies with respect to risk monitoring, assessment and management. Members of the Company’s management periodically report to the Audit Committee regarding risks overseen by the Audit Committee, including quarterly reports with respect to the Company’s internal controls over financial reporting

  7. Board Member Biographies

    Board Member Biographies Eric A. McAfee co-founded the Company in 2006 and has served as its Chair of the Board since February 2006. Mr. McAfee was appointed Chief Executive Officer of the Company in February 2007. Mr. McAfee’s industry experience and leadership skills qualify him for this position. Mr. McAfee has been an entrepreneur, merchant banker, venture capitalist and farmer/dairy operator for more than 20 years. Since 1995, Mr. McAfee has been the Chairman of McAfee Capital and since 1998 has been a principal of Berg McAfee Companies, an investment company. Since 2000, Mr. McAfee has been a principal of Cagan McAfee Capital Partners through which Mr. McAfee has founded or acquired twelve energy and technology companies. In 2003, Mr. McAfee co-founded Pacific Ethanol, Inc. (formerly NASDAQ: PEIX, now ALTO), a West Coast ethanol producer and marketer. Mr. McAfee received a B.S. in Management from Fresno State University in 1986 and served as Entrepreneur in Residence of The Wharton Business School MBA Program in 2007. Mr. McAfee is a graduate of the Harvard Business School Private Equity and Venture Capital Program and is a 1993 graduate of the Stanford Graduate School of Business Executive Program. Francis P. Barton was appointed to the Company’s Board in August 2012. Mr. Barton serves as the Lead Independent Director, the Chair of the Audit Committee and as a member of the Governance, Compensation and Nominating Committee. His executive experience as well as his extensive financial background qualify him for the position. From 2008 to present, Mr. Barton served as Chief Executive Officer in the consulting firm Barton Business Consulting LLC. Prior to this, Mr. Barton served as the Executive Vice President and Chief Financial Officer of UTStarcom, Inc. from 2005 through 2008 and as a director from 2006 through 2008. From 2003 to 2005, Mr. Barton was Executive Vice President and Chief Financial Officer of Atmel Corporation. From 2001 to 2003, Mr. Barton was Executive Vice President and Chief Financial Officer of Broadvision Inc. From 1998 to 2001, Mr. Barton was Senior Vice President and Chief Financial Officer of Advanced Micro Devices, Inc. From 1996 to 1998, Mr. Barton was Vice President and Chief Financial Officer of Amdahl Corporation. From 1974 to 1996, Mr. Barton worked at Digital Equipment Corporation, beginning his career as a financial analyst and moving his way up through various financial roles to Vice President and Chief Financial Officer of Digital Equipment Corporation’s Personal Computer Division. Mr. Barton holds a B.S. in Interdisciplinary Studies with a concentration in Chemical Engineering from Worcester Polytechnic Institute and an M.B.A. with a focus in finance from Northeastern University. Mr. Barton served on the board of directors of ON Semiconductor from 2008 to 2011. Mr. Barton has served on the board of directors of SoSo Cards since January 2013. He has served on the board of directors of Inventergy since January 2014, and is the Chair of its Audit Committee, and a member of its Compensation, Governance and Nominating Committee. Mr. Barton served on the board of directors of Etubics, Inc. from 2014 to 2016, and was chair of its Audit Committee and a member of its Compensation, Governance and Nominating Committee. Lydia I. Beebe was appointed to the Company’s Board of Directors in November 2016. Ms. Beebe serves as the Chair of the Governance, Compensation and Nominating Committee. Her extensive experience as an executive for a major oil company, her expertise in corporate governance, and experience with other public company boards qualify her for the position. Ms. Beebe is Principal of the corporate governance consulting business, LIBB Advisors. She was Senior of Counsel for Wilson Sonsini Goodrich and Rosati from 2015 until 2017. Prior to this, Ms. Beebe held a number of senior roles at Chevron Corporation, including Chief Governance Officer and Corporate Secretary. In 1995, Ms. Beebe was promoted to Corporate Secretary and an Officer of Chevron, the first female corporate officer in the company's 127-year history. In 2007, she also became the Chief Governance Officer until she retired in 2015. Ms. Beebe holds a B.S. in journalism from University of Kansas, a J.D. from the University of Kansas, as well as a M.B.A. from Golden Gate University. Ms. Beebe previously served on the boards of directors of Kansas City Southern (NYSE: KSU), HCC Insurance Holdings, Inc. (NYSE: HCC), the Council of Institutional Investors, Presidio Trust, the University of Delaware’s Weinberg Center for Corporate Governance, and the California Fair Employment & Housing Commission. She currently serves on the boards of Stanford University’s Rock Center for Corporate Governance, EQT Corp. (NYSE: EQT), and Paxon Energy & Infrastructure. John R. Block has served as a member of the Company’s Board of Directors since October 2008. Mr. Block serves as a member of the Company’s Governance, Compensation and Nominating Committee. His experience with agricultural commodities, understanding of political affairs, and prior board experience qualify him for the position. From 1981 to 1986, Mr. Block served as United States Secretary of Agriculture under President Ronald Reagan. He is currently an Illinois farmer. From 2005 to 2023, Mr. Block was a Senior Policy Advisor to Olsson Frank Weeda Terman Bode Matz PC, an organization that represents the food industry. From 2002 to 2005, he served as Executive Vice President at the Food Marketing Institute, an organization representing food retailers and wholesalers. From 1986 to 2002, Mr. Block served as President of Food Distributors International. Mr. Block is currently a member of the board of directors of Digital Angel Corporation and Metamorphix, Inc. Mr. Block previously served on the board of directors of Deere and Co., Hormel Foods Corporation, and Blast Energy Services, Inc. Mr. Block received his Bachelor of Arts degree from the United States Military Academy. Dr. Naomi L. Boness was appointed to the Company’s Board of Directors in June 2020. Dr. Boness serves as a member of the Company’s Audit Committee. Her experience in the energy business and her expertise in investment analysis and strategic planning qualify her for the position. Dr. Boness has been Managing Director of the Stanford Natural Gas Initiative since 2019 and Co-Managing Director of the Stanford Hydrogen Initiative since 2023. She is a member of the Renewable Natural Gas Coalition Advisory Committee, a member of the Partnership to Address Global Emissions Advisory Council, a member of the Open Hydrogen Initiative Independent Expert Panel, a former invited member of the United Nations Expert Group on Resource Classification, and a former Chair of the Society of Exploration Geophysicists Oil and Gas Reserves Committee. As an advocate for women and gender equality, she is proud to be an Ambassador for the Women in Clean Energy, Education and Empowerment (C3E) Initiative. She currently serves on the boards of geCKo Materials, a public benefit corporation, and of Babcock & Wilcox (NYSE: BW). Prior to Stanford, Dr. Boness held a variety of technical and management positions at Chevron including as a member of the prestigious Reserves Advisory Committee and as a Senior Analyst for Upstream Strategy and Planning from 2016 to 2019. Dr. Boness received her Bachelor of Science degree in Geophysics from the University of Leeds in 1998, her Masters of Science in Geological Science from Indiana University in 2000, and her Ph.D. in Geophysics from Stanford University in 2006.

  8. Board Member Biographies

    Timothy A. Simon was appointed to the Company’s Board in 2021. Mr. Simon serves as a member of the Company’s Audit Committee. His experience in the energy business and his expertise with utility, infrastructure and financial services qualify him for the position. Mr. Simon was appointed to the CPUC by Governor Arnold Schwarzenegger in February 2007, ending his term in December 2012. During his time as a CPUC commissioner, Mr. Simon served as Chair of the National Association of Regulatory Utility Commissioners (“NARUC”) Gas Committee, Chair of the LNG Partnership between the Department of Energy and NARUC, founding member of the Call to Action National Gas Pipeline Safety Taskforce with the U.S. Department of Transportation, and member of the National Petroleum Council. Mr. Simon currently serves on the board of Charah Solutions, Inc. (NYSE: CHRA). Prior to his CPUC appointment, Mr. Simon served as Appointments Secretary in the Office of the Governor, the first African American in California history to hold this post. He also served as an Adjunct Professor of Law at Golden Gate University School of Law and the University of California College of the Law, San Francisco. Before public service, Mr. Simon was an in-house counsel and compliance officer with Bank of America, Wells Fargo, and the Robertson Stephens investment bank. In 2013, Mr. Simon created TAS Strategies as an attorney and consultant on utility, infrastructure, financial services, and broadband projects. He is a frequent public speaker, expert witness, and panelist on energy, infrastructure, diversity, and inclusion. In 2019, Mr. Simon was elected Chairman of the Board of Directors for the California African American Chamber of Commerce and elected to the University of San Francisco Board of Trustees. He serves as Vice Chair of the North American Energy Standards Board Advisory Council and is a member of the National Bar Association, Energy Bar Association, the Saint Thomas More Society, and the National Board of Directors for the American Association of Blacks in Energy. Mr. Simon received a Bachelor’s degree in Economics from the University of San Francisco (Distinguished Alumni) and a Juris Doctor degree from the University of California College of the Law, San Francisco. He is an active member of the State Bar of California.

  9. Director 2023 Compensation

    | Name | Fees Earned ($) | Stock Awards (Shares) | Stock Awards ($) | Total ($) | | Francis P. Barton | $124,000 | 17,070 | $64,013 | $188,013 | | Lydia I. Beebe | $93,000 | 13,570 | $50,888 | $143,888 | | John R. Block | $75,000 | 11,070 | $41,513 | $116,513 | | Naomi L. Boness | $75,000 | 11,070 | $41,513 | $116,513 | | Timothy A. Simon | $75,000 | 11,070 | $41,513 | $116,513 |

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors consists of six directors classified into three separate classes, consisting of two directors in each of Class I, Class II and Class III, with one class being elected each year to serve a staggered three-year term. Under the current Certificate of Incorporation and Bylaws of the Company, elections of one class of directors are held at each annual meeting of stockholders. Following the Annual Meeting, the terms of office of the Class I, Class II and Class III directors will expire in 2025, 2026 and 2027, respectively.

  11. Executive Biographies

    Executive Biographies Eric A. McAfee's biography is described in the Board of Directors description above. Andrew B. Foster joined Aemetis at the Company's founding in 2006. Mr. Foster has held senior leadership positions including Executive Vice President, Chief Operating Officer, and his current role as President of North America Renewable Fuels, which includes directing operations for the company's 65 million gallon per year ethanol biorefinery in Keyes, California, and the company's California dairy-based renewable natural gas (RNG) production and distribution assets. Mr. Foster has managed the planning and implementation of over $150 million of capital investment projects at Aemetis that include engineering, construction, and commissioning of the company's renewable fuels and energy efficiency initiatives. He is also responsible for managing the company's regulatory matters and carbon market compliance and monetization. Prior to joining Aemetis, Mr. Foster served in senior management roles at Cadence Design Systems (NASDAQ: CDNS), BMC Software, and eSilicon Corporation. From 1989 to 1992, Mr. Foster served in the George H.W. Bush White House as Associate Director of Political Affairs, and from 1992 to 1998 was Deputy Chief of Staff and Campaign Manager for Illinois Governor Jim Edgar. Mr. Foster holds a Bachelor of Arts degree from Marquette University, where he is a member of the Board of Governors for the Les Aspin Center for Government. Mr. Foster is also a member of the Board of Directors for Opportunity Stanislaus, and an Executive Committee member of Stanislaus 2030. Todd A. Waltz joined Aemetis as the Company Corporate Controller in 2007 before serving as our Executive Vice President, Chief Financial Officer, and Secretary beginning in 2010. Mr. Waltz has been instrumental in listing the company on NASDAQ, arranging over $400 million of debt and capital, managing investor relations, and overseeing legal and compliance matters of the company. He currently directs the functions of accounting, financial planning, treasury, IT, and human resources. Prior to joining Aemetis, he began his career in commercial banking, followed by experience with Ernst & Young and Apple, Inc., where he served in senior financial management roles. Mr. Waltz holds a Bachelor of Arts degree from Mount Union College, an MBA from Santa Clara University, and a Master of Science degree in Taxation from San Jose State University. Sanjeev Gupta joined Aemetis in 2007 as head of Biofuels Marketing, bringing his expertise as an experienced global marketer of specialized chemicals and oils. In 2009, Mr. Gupta became Executive Vice President of Universal Biofuels, the Company’s wholly owned subsidiary in India, where he holds the title of Managing Director, Chair, and President. Prior to joining Aemetis, Mr. Gupta was the head of a petrochemical trading company with about $259 million of annual revenues and offices on several continents. He also was the General Manager of International Marketing for Britannia Industries, a subsidiary of Nabisco Brands in India. Mr. Gupta holds a Bachelor of Science (Honors) from Hindu College, University of Delhi, and an MBA from the Faculty of Management Studies, University of Delhi. J. Michael Rockett joined Aemetis in 2023 as Executive Vice President, General Counsel, and Corporate Secretary. Mr. Rockett manages the legal functions of the Company and also participates in our project development and financing activities. Prior to joining Aemetis, Mr. Rockett was a Trial Attorney in the Environmental Enforcement Section of the U.S. Department of Justice, a Senior Associate at the law firm of Pillsbury Winthrop, and Vice President and General Counsel of InEnTec Inc. Mr. Rockett has a Bachelor of Arts degree in Economics from Dartmouth College, and a Juris Doctor degree, magna cum laude, from Lewis and Clark Law School. Each executive officer is chosen by the Board and holds office until a successor has been elected and qualified or until such officer’s earlier death, resignation or removal.

  12. Compensation Philosophy and Objectives

    | • | focus leadership on our long-term strategies and value creation by providing a substantial percentage of compensation weighted towards equity incentives that are subject to multi-year vesting requirements; and |

  13. Determination of Compensation

    | • | annual cash bonuses |

  14. Determination of Compensation

    | • | equity incentive compensation |

  15. Determination of Compensation

    | • | severance benefits |

  16. Determination of Compensation

    Annual Cash Bonuses - Historically, we have used annual cash bonuses to motivate our Named Executive Officers to achieve our annual objectives while making progress towards our longer-term growth and other goals. Each of our Named Executive Officers is entitled to be considered for an annual cash bonus under their employment contract with the amount determined by the Governance, Compensation, and Nominating Committee. In setting annual bonus amounts for 2023, the Governance, Compensation and Nominating Committee made a holistic assessment of the Company’s financial and operational performance and the performance of the executives as a group. Given Company performance, the Committee exercised its discretion to provide larger annual cash bonuses in 2023 compared to the amounts paid in prior years. The annual bonuses paid to our Named Executive Officers for 2023 are set forth in the “Summary Compensation Table” below. Long-Term Equity Incentive Compensation - In 2019, we adopted the Aemetis, Inc. 2019 Stock Plan, which was subsequently amended most recently in 2021 (collectively, the "2019 Stock Plan"). The adoption of the plan and each amendment were approved by our stockholders. The 2019 Stock Plan facilitates the grant of equity incentives to our directors, employees (including the Named Executive Officers), and consultants and to enable us to obtain and retain services of these individuals, which is essential to our long-term success. We made the grants under the 2019 Stock Plan to our Named Executive Officers as set forth in the “Grants of Plan-Based Awards in 2023” section below. The Governance, Compensation and Nominating Committee believes that a compensation plan weighted towards equity grants provides the best incentive for the Company’s Named Executive Officers. Consistent with our compensation philosophy, we have emphasized the use of equity to encourage our Named Executive Officers to focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our equity holders. We consider equity-based compensation a significant motivator in encouraging executives to come, stay, grow, and lead. As part of our equity compensation, our stock option grants to our Named Executive Officers other than our CEO have three-year vesting to help us retain our Named Executive Officers and align their interest with the long-term performance of our stock. Severance Benefits - We have entered into employment agreements with our Named Executive Officers that are summarized below under “Potential Payments Upon Termination or Change-in-Control (2023).” Retirement Savings - We have established a 401(k) retirement savings plan for our employees, including the Named Executive Officers, who satisfy certain eligibility requirements. Our Named Executive Officers are eligible to participate on the same terms as all of our employees. Under the 401(k) plan, eligible employees may elect to contribute a portion of their current compensation up to the prescribed annual limits set by the IRS. We provide a matching contribution of up to 100% of the first 4% of salaries or wages contributed by participating employees. Other Benefits and Perquisites - Additional benefits received by our Named Executive Officers include certain benefits provided to our employees generally, including medical, dental and vision benefits, flexible spending and/or health care saving accounts, basic and voluntary life and accidental death and dismemberment insurance. From time to time, we may provide perquisites, special expense reimbursements, or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of their duties, to make our executive officers more efficient and effective, and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits for our Named Executive Officers will be approved and subject to periodic review by the Governance, Compensation and Nominating Committee. We do not expect these perquisites and personal benefits to be a significant component of our compensation program.

  17. Summary Compensation Table

    Summary Compensation Table The following table shows compensation paid or accrued for services rendered to the Company in all capacities for fiscal years 2021, 2022 and 2023 to our Named Executive Officers.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Eric A. McAfee | 2023 | $360,000 | $375,000 | $675,000 | - | $350,000 | $1,760,000 | | Chief Executive Officer | 2022 | $335,000 | $125,000 | - | - | - | $460,000 | | | 2021 | $310,000 | $100,000 | $1,667,700 | - | $350,000 | $2,427,700 | | Todd A. Waltz | 2023 | $300,000 | $300,000 | - | $514,694 | $11,500 | $1,126,194 | | Chief Financial Officer | 2022 | $275,000 | $85,000 | - | $1,451,686 | $11,000 | $1,822,686 | | | 2021 | $250,000 | $75,000 | - | $575,051 | $10,000 | $910,051 | | Andrew B. Foster | 2023 | $280,000 | $300,000 | - | $514,694 | $10,733 | $1,105,427 | | Chief Operating Officer | 2022 | $255,000 | $85,000 | - | $1,451,686 | $10,200 | $1,801,886 | | | 2021 | $230,000 | $75,000 | - | $513,014 | $9,200 | $827,214 | | Sanjeev Gupta | 2023 | $280,000 | $300,000 | - | $514,694 | $10,733 | $1,105,427 | | Executive Vice President | 2022 | $255,000 | $85,000 | - | $1,451,686 | $10,200 | $1,801,886 | | | 2021 | $230,000 | $75,000 | - | $513,014 | $9,200 | $827,214 | | J. Michael Rockett | 2023 | $96,923 | $100,000 | - | $168,088 | $58,258 | $423,269 | | General Counsel | | | | | | | |

  19. Summary Compensation Table

    | (1) The column labeled "Option Awards" represents the aggregate grant date value determined by the Company for accounting purposes for these awards with respect to the applicable fiscal year and does not reflect whether the recipient has actually realized a financial benefit from the awards by exercising the stock options. The grant date fair value is calculated in accordance with ASC Topic 718 Compensation. The assumptions made when calculating the amounts in this column are found in Item 8, Note 9 (Stock-Based Compensation) of the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2023 Annual Report filed with the SEC on March 15, 2024, and, for 2021 and 2022 in prior year annual reports filed with the SEC. | | (2) The amounts in "All Other Compensation" include employer 401(k) contributions for all NEOs except Mr. McAfee. For all employees, including NEOs, the Company makes a matching contribution up to the first 4% of each employee's earnings. |

  20. Summary Compensation Table

    | (3) The value shown for Mr. McAfee's stock award in 2021 is based on the grant date fair value of a Restricted Stock Award of 90,000 shares, of which 55,588 shares were issued to Mr. McAfee, and the balance of shares was retained by the Company to offset the tax impact of the RSA grant. Mr. McAfee's "All Other Compensation" consists of: (a) In 2021, the Company agreed to pay McAfee Capital LLC $350,000 as a guarantee fee associated with commitments made by McAfee Capital to guarantee certain portions of Company debt to Third Eye Capital; and (b) in 2023, the Company agreed to pay $350,000 to McAfee Capital LLC as an additional guarantee fee. As of December 31, 2023, the Company carried a payable of $879,474 due to Mr. McAfee and McAfee Capital, including $300,000 of awarded but unpaid bonus, $219,474 of awarded but unpaid guarantee fees, and $360,000 of compensation accrued from 2008 to 2011. |

  21. Summary Compensation Table

    | (4) Mr. Rockett's "All Other Compensation" includes $53,381 earned while working for the Company as an independent contractor prior to becoming an employee, of which $45,513 remains to be paid by the Company and is carried as accounts payable. |

  22. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows grants of plan-based awards made to the Named Executive Officers during the year ended December 31, 2023.

  23. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Options (shares) | Stock (shares) | Exercise Price ($/share) | Grant Date Fair Value | | Eric A. McAfee | 1/5/2023 | - | 180,000 | - | $675,000 | | Todd A. Waltz | 1/5/2023 | 150,000 | - | $3.75 | $514,694 | | Andrew B. Foster | 1/5/2023 | 150,000 | - | $3.75 | $514,694 | | Sanjeev Gupta | 1/5/2023 | 150,000 | - | $3.75 | $514,694 | | J. Michael Rockett | 5/16/2023 | 100,000 | - | $1.88 | $168,088 |

  24. Grants of Plan-Based Awards in 2023

    The exercise price for stock option awards granted during 2023 was set at the closing price as reported by NASDAQ on the date of grant. Each option award has a term of 10 years from the date of grant and vests over three years, with one twelfth (1/12) of the shares subject to the option vesting every three months from the date of grant. No outstanding stock option awards were materially modified during 2023.

  25. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table We are party to employment agreements with each of our Named Executive Officers. The material elements of these employment agreements are summarized below and in the section of this Proxy titled “Potential Payments Upon Termination or Change-in-Control (2023).” Eric A. McAfee - Effective January 1, 2020, the Company entered into an employment agreement with Mr. McAfee in connection with his continuing responsibilities as Chief Executive Officer. Under Mr. McAfee’s employment agreement, he is eligible to receive an annual salary of $310,000 per year. During 2023, Mr. McAfee’s salary was reviewed and adjusted to $360,000 in light of his performance and competitive pressures. In addition, Mr. McAfee is entitled to an annual cash bonus in an amount determined by the Board of Directors based upon attainment of certain performance milestones as determined by the Board from time to time. The Board has delegated the determination of bonuses to its GCN Committee. The initial term of Mr. McAfee’s employment agreement is for three years with automatic one-year renewals thereafter, unless terminated by either party on sixty days’ notice prior to the end of the then-current period. Todd A. Waltz - Effective January 1, 2020, the Company entered into an employment agreement with Mr. Waltz to serve as the Company’s Executive Vice President and Chief Financial Officer and Secretary. Under Mr. Waltz’s employment agreement, he is eligible to receive an annual salary of $250,000 per year. During 2023, Mr. Waltz’s salary was reviewed and adjusted to $300,000 in light of his performance and competitive pressures. Waltz is entitled to a discretionary annual bonus. The initial term of Mr. Waltz’s employment agreement is for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period. Andrew B. Foster - Effective January 1, 2020, the Company entered into an employment agreement with Mr. Foster to serve as the Company’s Executive Vice President and Chief Operating Officer. Under Mr. Foster’s employment agreement, he is eligible to receive an annual salary of $230,000 per year. During 2023, Mr. Foster’s salary was reviewed and adjusted to $280,000 in light of his performance and competitive pressures. Mr. Foster is entitled to a discretionary annual bonus. The initial term of Mr. Foster’s employment agreement is for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period. Sanjeev Gupta - Effective January 1, 2020, the Company entered into an employment agreement with Mr. Gupta to serve as the Executive Vice President and President of Biofuels Marketing, Inc., a wholly owned subsidiary of the Company. Under Mr. Gupta’s employment agreement, he is eligible to receive an annual salary of $230,000 per year. During 2023, Mr. Gupta’s salary was reviewed and adjusted to $280,000 in light of his performance and competitive pressures. Mr. Gupta is entitled to a discretionary annual bonus. The initial term of Mr. Gupta’s employment agreement is for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period. J. Michael Rocket - Effective August 28, 2023, the Company entered into an employment agreement with Mr. Rockett to serve as Executive Vice President, General Counsel, and Corporate Secretary. Under Mr. Rockett’s employment agreement, he is eligible to receive an annual salary of $280,000 per year. Mr. Rockett is entitled to a discretionary annual bonus. The initial term of Mr. Rockett’s employment agreement is for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period.

  26. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows all outstanding equity awards held by Named Executive Officers at the end of fiscal year 2023.

  27. Outstanding Equity Awards at Fiscal Year End

    | Name | Award Date | Exercisable (# of shares) | Unexercisable (# of shares) | Exercise Price ($/share) | Expiration Date | | Todd A. Waltz | 11/16/2017 | 30,000 | - | 0.67 | 11/16/2027 | | | 1/18/2018 | 120,000 | - | 0.70 | 1/18/2028 | | | 5/17/2018 | 5,000 | - | 1.71 | 5/16/2028 | | | 1/8/2019 | 120,000 | - | 0.70 | 1/7/2029 | | | 6/6/2019 | 27,084 | - | 0.92 | 6/5/2029 | | | 1/9/2020 | 79,998 | - | 0.86 | 1/9/2030 | | | 3/28/2020 | 150,000 | - | 0.60 | 3/28/2030 | | | 1/7/2021 | 137,500 | 12,500 | 3.09 | 1/7/2031 | | | 11/18/2021 | 8,333 | 4,167 | 18.53 | 11/18/2031 | | | 1/6/2022 | 58,333 | 41,667 | 11.31 | 1/6/2032 | | | 8/18/2022 | 20,833 | 29,167 | 10.11 | 8/18/2032 | | | 1/5/2023 | 37,500 | 112,500 | 3.75 | 1/5/2033 | | Andrew B. Foster | 1/8/2019 | 16,667 | - | 0.70 | 1/7/2029 | | | 6/6/2019 | 15,000 | - | 0.92 | 6/5/2029 | | | 1/9/2020 | 50,000 | - | 0.86 | 1/9/2030 | | | 3/28/2020 | 87,500 | - | 0.60 | 3/28/2030 | | | 1/7/2021 | 93,750 | 10,417 | 3.09 | 1/7/2031 | | | 11/18/2021 | 8,333 | 4,167 | 18.53 | 11/18/2031 | | | 1/6/2022 | 58,333 | 41,667 | 11.31 | 1/6/2032 | | | 8/18/2022 | 20,833 | 29,167 | 10.11 | 8/18/2032 | | | 1/5/2023 | 37,500 | 112,500 | 3.75 | 1/5/2033 | | Sanjeev Gupta | 12/10/2015 | 20,000 | - | 2.59 | 12/10/2025 | | | 1/8/2019 | 100,000 | - | 0.70 | 1/7/2029 | | | 6/6/2019 | 60,000 | - | 0.92 | 6/5/2029 | | | 1/9/2020 | 100,000 | - | 0.86 | 1/9/2030 | | | 3/28/2020 | 87,500 | - | 0.60 | 3/28/2030 | | | 1/7/2021 | 114,583 | 10,417 | 3.09 | 1/7/2031 | | | 11/18/2021 | 8,333 | 4,167 | 18.53 | 11/18/2031 | | | 1/6/2022 | 58,333 | 41,667 | 11.31 | 1/6/2032 | | | 8/18/2022 | 20,833 | 29,167 | 10.11 | 8/18/2032 | | | 1/5/2023 | 37,500 | 112,500 | 3.75 | 1/5/2033 | | J. Michael Rockett | 5/16/2023 | 8,333 | 91,667 | 1.88 | 5/16/2033 |

  28. Outstanding Equity Awards at Fiscal Year End

    (1) The shares in the column labeled as "Unexercisable" are granted but not yet vested as of December 31, 2023. For each separate option grant, one-twelfth (1/12) of the shares subject to the option grant vest every three months following the date of grant.

  29. Option Exercises and Stock Vested

    Option Exercises and Stock Vested No stock options were exercised by Executive Officers in 2023, and no stock awards issued in prior years vested in 2023.

  30. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table summarizes compensation paid to our Executive Officers and company performance metrics. Compensation is shown based on compensation provided during fiscal year 2023, and also is calculated as compensation "Actually Paid" according to SEC regulations that account for changes in the value of issued but unvested options during the year.

  31. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation table total for PEO | Compensation Actually Paid to CEO | Average summary compensation table total for non-PEO named executive officers | Average compensation actually paid to non-PEO named executive officers | Value of initial fixed $100 investment based on Aemetis shareholder return | Aemetis GAAP Net income ($000s) | | 2023 | $1,760,000 | $1,760,000 | $1,112,349 | $2,491,389 | $210 | $(46,420) | | 2022 | $460,000 | $460,000 | $1,808,819 | $(401,736) | $159 | $(107,758) | | 2021 | $2,427,700 | $2,427,700 | $854,826 | $5,177,847 | $494 | $(47,147) |

  32. PAY VERSUS PERFORMANCE

    Our Chief Executive Officer (“CEO”), Eric A. McAfee, served as our Principal Executive Officer (“PEO”) during 2021 to 2023. The compensation for our other Named Executive Officers (“Non-PEO NEOs”) is the average of compensation for Todd A. Waltz, Andrew B. Foster, and Sanjeev Gupta during years 2021 to 2023. Mr. Rockett's 2023 salary is excluded from the average because it reflects only a partial year so would lower the average. For each year, the values included for compensation "Actually Paid" to our non-CEO NEOs reflect the following adjustments to the summary compensation values:

  33. PAY VERSUS PERFORMANCE

    | | 2021 | 2022 | 2023 | | Change in Option Value: | | | | | Deduct Option Grants During Year, Value at Time of Grant | | | $(514,694) | | (i) Add, Option Grants During Year, Value of Unvested at End of Year | | | $685,171 | | (ii) Add Prior Unvested Options, Change in Value of Unvested at End of Year | | | $945,242 | | (iii) Add Option Grants During Year, Value at Vesting During Year | | | $132,946 | | (iv) Add Prior Unvested Options, Change in Value of Vested During Year | | | $130,374 | | Net Change in Option Value | $4,323,021 | $(2,210,555) | $1,379,039 | | Summary Compensation Table - Total Compensation | $854,826 | $1,808,819 | $1,112,349 | | Compensation Actually Paid (Average Non-PEO NEOs) | $5,177,847 | $(401,736) | $2,491,389 |

  34. PAY VERSUS PERFORMANCE

    For purpose of calculating the "Actually Paid" compensation, the value of stock options as of the end of a calendar year or as of a vesting date is based on a Black-Scholes valuation model using the following assumptions, expressed as a range over the applicable calendar year:

  35. PAY VERSUS PERFORMANCE

    | | 2021 | | | 2022 | | | 2023 | | | | Stock Price | $2.96 | – | $26.19 | $3.75 | – | $12.38 | $2.03 | - | $7.58 | | Expected Life | 3.50 | – | 6.42 | 3.50 | – | 6.17 | 3.50 | - | 5.625 | | Risk-Free Rate | 0.27% | – | 1.39% | 1.25% | – | 4.27% | 3.36% | - | 4.81% | | Volatility | 114.20% | – | 132.92% | 116.50% | – | 129.33% | 118.74% | - | 122.52% | | Dividend Yield | | 0% | | | 0% | | | 0% | |

  36. Pay Versus Performance Relationship

    Pay Versus Performance Relationship The following charts describe the relationship between the amounts included in the Pay versus Performance Table for each of 201, 2022, and 2023, including a comparison of Compensation Actually Paid to the CEO and the average Compensation Actually Paid to our non-CEO NEOs, and each of the two performance measures set forth the Pay versus Performance Table.

  37. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As discussed above, we have entered into employment agreements with each of our Named Executive Officers that provide for certain payments upon a qualifying termination of employment, which is defined to mean a termination of employment: (1) by the Company other than for “cause” or by the Named Executive Officer as a result of a “constructive termination” (as such terms are defined the applicable employment agreement) or (2) due to the Named Executive Officer’s death or “total disability” (as defined in the applicable employment agreement). The following table quantifies the estimated payments and benefits that would be provided to each named executive officer upon the occurrence of the indicated event, assuming that the event occurred on December 31, 2023, pursuant to those arrangements described above in detail under the heading “Employment Contracts and Termination of Employment and Change-In-Control Arrangements.” The values for accelerated vesting of stock options are based on the difference between the market price of $5.24 per share as reported on the NASDAQ Global Market on December 31, 2023, the last trading day of our fiscal year, and the exercise price of unvested options for those options with an exercise price below the market price. Actual payments made at any future date would vary, including based on the amount the named executive officer would have accrued under the applicable benefit or compensation plan as well as based on the price of our common stock.

  38. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | Termination Without Cause or Constructive Termination | | | Name | Benefit Category | Without a Change in Control | With a Change in Control | | Eric A. McAfee | Salary | $360,000 | $360,000 | | | COBRA | $38,995 | $38,995 | | | Equity Acceleration | - | - | | | Total | $398,995 | $398,995 | | Todd A. Waltz | Salary | $300,000 | $300,000 | | | COBRA | $45,357 | $45,357 | | | Equity Acceleration | - | $194,500 | | | Total | $345,357 | $539,857 | | Andrew B. Foster | Salary | $280,000 | $280,000 | | | COBRA | $45,082 | $45,082 | | | Equity Acceleration | - | $190,022 | | | Total | $325,082 | $515,104 | | Sanjeev Gupta | Salary | $280,000 | $280,000 | | | COBRA | $28,942 | $28,942 | | | Equity Acceleration | - | $190,022 | | | Total | $308,942 | $498,964 | | J. Michael Rockett | Salary | $280,000 | $280,000 | | | COBRA | $34,904 | $34,904 | | | Equity Acceleration | - | $308,001 | | | Total | $314,904 | $622,905 |

  39. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The material elements of each officer's termination payments are the same for each person. If, prior to a Change in Control (as defined in the agreement), the officer is terminated other than for Cause (as defined in the agreement) or as a result of his death or Total Disability (as defined in the agreement) or is Constructively Terminated (as defined in the agreement), then provided the officer signs a release of claims, the officer will be entitled to receive severance benefits of (i) cash payments equal to his then-current base salary for a period of twelve months payable in accordance with the Company’s normal payroll practices, and (ii) company-paid health, dental, and vision insurance coverage for the officer and their dependents until the earlier of six months following the date of termination or until such time as the officer becomes covered under another employer’s group policy for such benefits. If, on or following a Change in Control, the officer’s employment is Constructively Terminated or involuntarily terminated other than for Cause, death or Total Disability, then provided the officer signs a release of claims, in addition to the severance benefits provided above, all of the officer’s then unvested restricted stock or stock options will become immediately vested.

  40. BOARD OF DIRECTORS

    BOARD OF DIRECTORS For the management of the business and for the conduct of the affairs of the Corporation, it is further provided that: Section 1. Except as otherwise provided in this Certificate of Incorporation and the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board. Subject to the terms of the Stockholders Agreement and any special rights of the holders of Preferred Stock to elect directors, the number of directors which shall constitute the whole Board shall be fixed exclusively by one or more resolutions adopted from time to time by the Board. Except as otherwise expressly provided by the bylaws of the Corporation (as the same may be amended and/or restated from time to time, the “Bylaws”) or delegated by resolution of the Board, the Board shall have the exclusive power and authority to appoint and remove officers of the Corporation. Section 2. Other than any directors elected by the separate vote of the holders of one or more series of Preferred Stock, if applicable, the Board shall be and is divided into three classes, designated as Class I, Class II and Class III, as nearly equal in number as possible. The Board may assign members of the Board already in office to such classes as of the effectiveness of this Certificate of Incorporation (the “Effective Time”). Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. At the first annual meeting of stockholders following the Effective Time, the term of office of the Class I directors shall expire and Class I directors elected to succeed those directors whose terms expired shall be elected for a full term of three years. At the second annual meeting of stockholders following the Effective Time, the term of office of the Class II directors shall expire and Class II directors elected to succeed those directors whose terms expired shall be elected for a full term of three years. At the third annual meeting of stockholders following the Effective Time, the term of office of the Class III directors shall expire and Class III directors elected to succeed those directors whose terms expired shall be elected for a full term of three years. Subject to any special rights of the holders of one or more series of Preferred Stock to elect directors, at each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, disqualification or removal from office. Section 3. Subject to any special rights of the holders of one or more series of Preferred Stock to elect directors, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote on the election of directors. Section 4. Except as otherwise expressly required by law, subject to any special rights of the holders of one or more series of Preferred Stock to elect directors, any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, and shall not be filled by the stockholders. Any director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term of the class to which the director shall have been appointed and until such director’s successor shall have been elected and qualified or until his or her earlier death, resignation, disqualification or removal. Section 5. During any period when the holders of any series of Preferred Stock have the special right to elect additional directors, upon commencement and for the duration of such period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of additional directors, and the holders of such series of Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to the Certificate of Designation establishing such series of Preferred Stock; and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to the Certificate of Designation establishing such series of Preferred Stock, whichever occurs earlier, subject to his or her earlier death, resignation, disqualification or removal. Except as otherwise provided by this Certificate of Incorporation (including any Certificate of Designation establishing any series of Preferred Stock), whenever the holders of any series of Preferred Stock having the special right to elect additional directors are divested of such right pursuant to this Certificate of Incorporation (including pursuant to any such Certificate of Designation), the terms of office of all such additional directors elected by the holders of such series, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly. Section 6. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. Section 7. Except as may otherwise be set forth in the resolution or resolutions of the Board providing for the issuance of one or more series of Preferred Stock, and then only with respect to such series of Preferred Stock, cumulative voting in the election of directors is specifically denied.