Auste Graham
Alto IngredientsAbout Auste Graham
Auste M. Graham is Chief Legal Officer (formerly General Counsel), Vice President and Secretary of Alto Ingredients (ALTO), serving since February 2022. She holds a B.A. from Vassar College and a J.D. from Vanderbilt University Law School, and is 45 years old per the executive officer roster as of April 28, 2025 . Her compensation is aligned to company performance via a short-term incentive plan weighted to Adjusted EBITDA and KPIs, and long-term equity that blends time-based and performance-based awards; the company highlights alignment of compensation with Adjusted EBITDA and cumulative TSR over time .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Essentra plc | Vice President, Legal (Americas) | 2018–2022 | Responsible for all legal affairs in the Americas . |
| AkzoNobel | Senior Legal Counsel (U.S.) | 2015–2018 | Led U.S. legal work for a global coatings/specialty chemicals company . |
| Schiff Hardin LLP | Associate | — | Corporate representation incl. M&A, governance, securities offerings, private equity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in ALTO’s proxy for 2025 . |
Fixed Compensation
- Current base salary: $371,280 after a 2% merit increase effective April 6, 2025 .
- STI target: 60% of base salary .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $298,750 | $346,154 | $360,769 |
| Target Bonus % of Base | — | 50.0% | 60.0% |
| Actual Annual Cash Incentive ($) | $29,900 | $35,000 | $43,680 |
Performance Compensation
Short-Term Incentive (Cash, 2024 structure)
| Element | Weighting | Min/Max Payout Parameters | Ms. Graham Target (2024) | Actual Payout (2024) |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | 0%–200% of target | $218,400 target dollars (60% of $364,000 base) | $43,680 |
| Company KPIs | 30% | 0%–200% of target | Included in above target | Included in actual payout |
| Individual Performance | 20% | 0%–100% of target (committee discretion) | Included in above target | Included in actual payout |
| Overall Program Cap | — | Overall max payout 180% of target | — | — |
KPI suite (2024): corn oil yield; ratio of protein feed (dry) production; ethanol yield; SG&A as % of alcohol production; production uptime; repairs & maintenance per gallon; cost savings .
Notable contributions (2024): led litigation to successful completion; legal support for Kodiak Carbonic acquisition; activist engagement; improved proxy disclosure; oversaw STI/LTI metric targets; governance support as Secretary .
Long-Term Equity Incentives (Time-vested awards)
| Grant date | Award type | Shares | Vesting schedule | Grant date fair value |
|---|---|---|---|---|
| 3/20/2024 | Time-vested restricted stock | 71,660 | 33% on 4/1/2025; 33% on 4/1/2026; 34% on 4/1/2027 | $141,887 |
| 3/31/2025 | Time-vested restricted stock | 47,834 | 33% on 4/1/2026; 33% on 4/1/2027; 34% on 4/1/2028 | $54,531 |
| 3/30/2022 | Time-vested restricted stock (sign-on) | 25,000 | Vested on 4/1/2025 | Included in 2022 stock awards |
Vesting realized (2024): 48,445 shares vested; $110,939 value realized (shares at closing price on vest dates, inclusive of any shares withheld for taxes) .
Long-Term Equity Incentives (Performance-based awards; metric = Adjusted EBITDA ROA)
Program design and thresholds:
- 2024 plan thresholds (annual Adjusted EBITDA ROA): 4.80% threshold, 5.20% target, 5.60% maximum; 20%/100%/200% of target shares earned at threshold/target/maximum .
- 2025 plan thresholds: 1.05% threshold, 5.26% target, 10.53% maximum; with intermediate levels at 2.74% (52%), 4.21% (80%), 7.37% (140%) .
| Plan year / Grant | Shares at Threshold | Shares at Target | Shares at Maximum | Earned for 2024 tranche | Vesting (if earned) |
|---|---|---|---|---|---|
| 2024 grant (3/20/2024) | 12,000 | 24,000 | 48,000 | 0% earned for 2024 (below threshold) | Earned shares (per year’s achievement) vest in early 2027, subject to service |
| 2025 grant (3/31/2025) | 9,567 | 47,834 | 95,668 | 2025 tranche pending | Earned shares (per year’s achievement) vest in early 2028, subject to service |
Program evolution: 2024 LTI mix was 75% time-vested / 25% performance-based; increased to 50%/50% in 2025, reflecting shareholder feedback to tie more LTI to performance .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Auste M. Graham | 255,281 | <1% |
Executive stock holding and trading policies:
- Executives must hold 100% of net shares received from option exercises or vesting for at least 12 months or until termination .
- Short sales, hedging, and pledging are prohibited for executives; trading limited to open windows and subject to pre-clearance by the CLO or designee .
- Options are not part of current program; none were outstanding or exercised in 2024 .
Outstanding Equity (as of 12/31/2024)
| Category | Description | Shares / Units |
|---|---|---|
| Time-vested unvested | Grant 3/30/2022 (vested 4/1/2025) | 13,365 |
| Time-vested unvested | Grant 3/31/2023 (approx. 50% vesting on 4/1/2025 and ~50% on 4/1/2026) | 72,025 |
| Time-vested unvested | Grant 3/20/2024 (33%/33%/34% on 4/1/2025–2027) | 71,660 |
| Performance-based unearned | 2024–2026 cycle (threshold units) | 12,000 |
Employment Terms
| Term | Details |
|---|---|
| Employment status and title | At-will; Chief Legal Officer (formerly General Counsel), Vice President and Secretary |
| Current base salary | $371,280 (effective 4/6/2025, 2% merit increase) |
| STI target | 60% of base salary |
| Severance – Qualifying termination (without cause/for good reason) | Estimated as of 12/31/2024: $582,400 salary+target bonus; $0 benefits; $70,610 equity acceleration; total $653,010 |
| Severance – Change in control (double-trigger within specified window) | Estimated as of 12/31/2024: $1,164,800 salary+target bonus; $0 benefits; $282,438 equity acceleration; total $1,447,238 |
| Change-in-control definition and equity | Plan uses standard “change in control” definition; equity accelerates if awards are not assumed/continued or per award terms |
| Clawback policies | Legacy no-fault clawback (2018) and Dodd-Frank Rule 10D-1 compliant policy for restatements (post Oct 2, 2023) |
| Perquisites/retirement | Limited perqs; 401(k) matching and HSA contributions; no pension/SERP or non-qualified deferred comp plans |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~74% approval .
- 2025 annual meeting results (votes): For 20,574,474; Against 7,267,671; Abstain 474,935; Broker non-votes 21,963,347 .
- Program changes in response to feedback: separate metrics for STI vs LTI; adoption of clawback; increased performance weighting in LTI (to 50% in 2025); STI redesigned to include Adjusted EBITDA, KPIs, and individual performance .
Performance & Track Record Highlights
- Legal outcomes and corporate actions: led several litigation matters to successful completion; supported the acquisition of Kodiak Carbonic; guided stockholder relations including activist engagement; improved proxy disclosure; overseawork on new STI/LTI annual metric targets; supported corporate governance as Secretary .
Compensation Structure Analysis
- Mix and risk: In 2025, LTI shifted to 50% performance-based (Adjusted EBITDA ROA) from 25% in 2024; options are not used; annual STI remains majority tied to financial results with a KPI component, capping overall payouts at 180% of target .
- Market positioning: Committee notes base pay generally below 50th percentile and total targeted compensation below 50th percentile versus peer benchmarks; emphasis on pay-for-performance to reach higher percentiles only with improved results .
Investment Implications
- Alignment and dilution discipline: A higher proportion of performance-based LTI (now 50%) and a strict anti-hedging/pledging policy enhance alignment, while use of time-vested RS with three-year schedules supports retention; options and repricing are not utilized .
- Retention and change-in-control protections: Double-trigger change-in-control economics and defined severance (estimated totals of ~$1.45M for COC and ~$0.65M for qualifying termination as of 12/31/2024) help stabilize leadership through strategic events, with equity acceleration governed by plan assumptions/continuation .
- Selling pressure and supply: Significant scheduled vesting waves (2024–2028) exist, but a 12-month post-vest holding requirement on net shares reduces near-term sell pressure from executives; 2024 realized vesting for Ms. Graham was 48,445 shares ($110,939) .
- Performance linkage: 2024 performance-based LTI tranche earned 0% due to missing Adjusted EBITDA ROA threshold, and STI payout for Ms. Graham ($43,680) was well below target, evidencing payout sensitivity to operating performance .