Emory De Castro
About Emory De Castro
Dr. Emory S. De Castro, age 68, is Advent Technologies’ Chief Technology Officer (CTO) since 2013 and serves on the Board as a Class III director; he is not independent given his executive role . He holds a Ph.D. in Chemistry (University of Cincinnati) and a B.S. in Chemistry (Duke University), and has over 100 patent applications and multiple industry awards (DOE R&D awards, Los Alamos Feynman Award, Top 100 Global R&D) . Company performance metrics disclosed include negative cumulative TSR and continued net losses across 2022–2024; the Board recommended triennial Say-on-Pay to emphasize longer-term evaluation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BASF Fuel Cell Inc. (Somerset, NJ) | Vice President, Business Management; Site Manager | Not disclosed | Led marketing, sales, BD, QC, and R&D direction, culminating in nearly a 4x revenue increase |
| E-TEK Division, De Nora North America | Executive Vice President | Not disclosed | Managed operations, created a global brand, expanded fuel cell component business in Asia and Europe |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Los Alamos National Laboratory collaboration | Award recipient (Feynman Award; Top 100 Global R&D with LANL) | 2023–2024 | Recognition for technology transfer and next-gen HT PEM MEA development |
| U.S. Department of Energy | DOE R&D Awards | 2005, 2013, 2024 | Awards spanning electrolysis tech commercialization, manufacturing cost reduction, and advancing Ion Pair HT PEM MEAs |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | Not an NEO in 2022 | $350,000 | $350,000; executives elected to forgo payments beginning June 2024; amounts accrued as liabilities |
| Target Bonus (% of Salary) | — | 100% per employment agreement | 100% per employment agreement; no discretionary bonuses paid in 2022–2024 |
| Sign-on Bonus (USD) | — | $250,000 (employment agreement; paid in two installments linked to Business Combination timing) | — |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Pre-approved KPIs (not itemized) | Not disclosed | Target bonus = 100% of base salary | $0 paid in 2022, 2023, 2024 | N/A |
| Long-Term Equity (2021 grants) | Options; RSUs under 2021 Equity Incentive Plan | Not disclosed | Not disclosed | No additional annual grants in 2022–2024 to NEOs | 25% vests on each anniversary of Feb 4, 2021 through year 4 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Sep 19, 2025) | 91,975 shares; 2.79% of outstanding; includes 17,289 shares issuable upon exercise of options |
| Options Outstanding (12/31/2024) | 8,645 exercisable; 52,882 unexercisable; strike $310.80; expiration 6/11/2031 |
| RSUs Outstanding (12/31/2024) | 2,882 unvested RSUs; market value $14,410 (at $5.00/share on 12/31/2024) |
| Vesting Schedule (Options/RSUs) | 25% vests on each anniversary of 2/4/2021 until the fourth anniversary; remaining portions scheduled to complete by ~2/4/2025 |
| Ownership Guidelines | Executives must hold 3.0x base salary; five years to comply; unvested time-based RSUs count; performance units and options do not |
| Hedging/Pledging | Prohibited for officers/directors under insider trading policy |
| Accrued Related Party Amount | Due to Emory S. De Castro: $128,000 (as of 9/19/2025) |
Employment Terms
| Term | Provision |
|---|---|
| Role & Base | CTO; $350,000 base salary |
| Target Bonus | 100% of base salary |
| Severance (no CIC) | If terminated without cause or for good reason: 12 months benefits continuation; 1x salary + target bonus, payable over 12 months |
| Severance (with CIC; double trigger) | If termination occurs within 60 days prior to or 12 months following a CIC: 18 months benefits continuation; 2x salary + target bonus (payable over 12 months); initial options/RSUs fully vest; options remain exercisable for one year post-termination |
| Equity Treatment at CIC | If acquirer does not assume/substitute options, unvested initial options fully vest/exercise at transaction |
| Clawback | Plan-level clawback for non-compliance with plan/award covenants, restrictive covenants, company policy, or as required by law/exchange standards |
| Non-Compete | 1 year post-termination (with specifics noted; applies to executive agreements) |
| Non-Solicit | 18 months post-termination (customers/employees) |
Board Governance
- Board Service: Class III director; term expires at the 2026 annual meeting . Not independent due to executive role .
- Board Leadership: No chairman or lead independent director appointed .
- Committee Roles: Audit (Lukash, Celia, Seelenfreund; chair: Lukash) ; Compensation (Lukash, Celia; chair: Celia) ; Nominating & Governance (Lukash, Celia; chair: Lukash) . Dr. De Castro is not listed on board committees .
- Attendance: In 2024, Board held 16 meetings; no director attended fewer than 75% of meetings/committee meetings .
- Director Pay: Employee directors (including De Castro) received no additional director compensation .
- Independence Mix: 4 of 6 directors independent (Lukash, Celia, Schwartz, Seelenfreund) .
Compensation Committee Analysis
- Consultant: ClearBridge Compensation Group; engaged by Compensation Committee; affirmed independent; no conflicts identified .
- Peer Group: No formal compensation peer group in 2024; committee relied on survey data aligned to company size .
- Program Design: Emphasizes attraction/retention in technical workforce; elements include base salary, annual bonus, and LTI equity; minimal perquisites .
Pay versus Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of Initial Fixed $100 Investment (TSR) | (73.77) | (86.73) | (97.58) |
| Net Loss (USD, thousands) | (74,337) | (71,397) | (40,994) |
| PEO and NEO CAP vs SCT (summary, per proxy) | See detailed CAP/SCT reconciliations in proxy | See detailed CAP/SCT reconciliations in proxy | See detailed CAP/SCT reconciliations in proxy |
The Board recommends a triennial Say-on-Pay frequency to discourage short-termism in evaluating executive pay effectiveness .
Related Party Transactions and Compliance
- No related party transactions >$120,000 since Jan 1, 2024, other than compensation arrangements .
- Due to related parties: Emory S. De Castro $128,000 (reflecting accrued amounts) .
- Section 16(a): Company notes certain directors did not timely file one Form 3; Dr. De Castro is not cited among delinquent filers .
Equity Plan Capacity and Potential Dilution
- 2021 Incentive Plan authorized shares increased to 1,011,627; Evergreen provision adds up to 3% of outstanding shares annually from 2027 through 2046 (lesser of 3% or Board-determined smaller number), subject to stockholder approval .
- Plan prohibits option/SAR repricing without stockholder approval; max ten-year term; provides standard adjustment and CIC treatment .
Investment Implications
- Alignment: De Castro’s ownership of 2.79% and legacy option/RSU holdings align him with shareholders; hedging/pledging prohibited and 3x salary ownership guideline enhances alignment .
- Retention and Selling Pressure: Remaining tranches from 2021 grants vest on four-year schedule ending around Feb 4, 2025; while proxies don’t disclose planned sales, vest completions can add supply via tax withholding or selling for diversification .
- Pay-for-Performance: Annual bonuses are tied to KPIs but paid $0 in 2022–2024; lack of additional equity grants in 2022–2024 suggests cautious equity allocation amid negative TSR and net losses, potentially limiting dilution but also at-risk pay .
- Governance and Oversight: Dual role (CTO + director) reduces independence; with no chair/lead independent director, investors should monitor committee robustness and independent director leadership to ensure oversight quality .
- Change-in-Control Economics: Double-trigger severance with equity acceleration (for initial grants) and 2x cash multiple provides retention but can create payout risk in sale scenarios; clawback language mitigates misconduct risk .
- Liquidity/Dilution: Plan evergreen and authorized share increases support talent retention but raise dilution risk; Hudson Global financing and potential issuances above Nasdaq 20% threshold add broader dilution and volatility considerations .