Bryon McGregor
Alto IngredientsAbout Bryon McGregor
Bryon T. McGregor, 61, is President, CEO, and Director of Alto Ingredients (appointed CEO August 1, 2023; director since June 2024). He previously served as CFO (2009–2023) and holds a B.S. in Business Management from Brigham Young University . Under his tenure as CEO, 2024 net loss was $58.984 million and Adjusted EBITDA was -$8.531 million versus 2023 net loss of $29.270 million and Adjusted EBITDA of $20.766 million; the company’s TSR value (from the Pay vs Performance table) was $140 in 2024 vs $309 in 2023, reflecting a challenging operating environment and margin pressure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alto Ingredients | President & CEO | 2023–present | Led restructuring and strategic alternatives review; prioritized export premiums and sustainability initiatives . |
| Alto Ingredients | Director | 2024–present | Management representation on the Board; supports strategy execution . |
| Alto Ingredients | Chief Financial Officer | 2009–2023 | Oversaw finance through business pivots; capital markets experience . |
| Alto Ingredients | VP, Finance | 2008–2009 | Transition to CFO; strengthened finance operations . |
| E*TRADE Financial | International Treasurer; Brokerage Treasurer; Asst. Treasurer/Dir. Finance & IR | 2002–2008 | Treasury leadership including London-based international role . |
| BP (ARCO) | Manager of Finance & Head of Project Finance | 1998–2001 | Energy project finance leadership . |
| Credit Suisse | Director, International Project Finance | 1992–1998 | Project finance execution . |
| Sumitomo Bank | Assistant Vice President, Project Finance | 1989–1992 | Structured finance . |
| Bank of America | Commercial Banking Officer | 1987–1989 | Corporate banking . |
External Roles
No other public company directorships or external board roles are disclosed in McGregor’s biography in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 351,626 | 427,346 | 537,115 | Actual salary paid per Summary Compensation Table . |
| Target Annual Bonus (% of Base) | — | 49.1% | 80.0% | Targets and percent reflect role change to CEO in 2023; 2024 target set at 80% . |
| Current Base Salary Rate ($) | — | 525,000 | 546,000 | 2024 rate increased in March 2024; raised to $556,920 in April 2025 . |
Performance Compensation
Annual Cash Incentive (STIP)
| Component | Weight | Target ($) | Threshold ($) | Maximum ($) | 2024 Outcome |
|---|---|---|---|---|---|
| Financial (Adjusted EBITDA) | 50% | 436,800 | 152,880 | 786,240 | No payout – threshold not met . |
| KPI Performance (7 KPIs) | 30% | Included above | — | — | No payout – <3 of 7 met . |
| Individual Performance | 20% | Included above | — | — | Paid at target; McGregor received $87,360 in 2024 . |
Notes:
- 2024 STIP target for McGregor was $436,800; threshold and maximum as shown were established at grant .
- KPI and Financial elements paid 0% for 2024 due to market conditions and installation expenses; individual goals paid at target .
Long-Term Equity Incentives (LTI)
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|
| 3/20/2024 | Time‑based RS | 233,330 | 461,993 | N/A | 33% on 4/1/2025; 33% on 4/1/2026; 34% on 4/1/2027 . |
| 3/20/2024 | Performance‑based RS (Target) | 77,660 | 153,767 | Adjusted EBITDA ROA for 2024–2026 | Earn by year (33%/33%/34%); cliff vest early 2027; 2024 tranche not earned . |
2024 equity mix for NEOs includes both time-based and performance-based awards, with the company indicating a move in 2025 to a 50/50 weighting to increase pay-for-performance leverage .
Equity Ownership & Alignment
Beneficial Ownership (as of April 28, 2025)
| Holder | Shares Beneficially Owned | % of Common |
|---|---|---|
| Bryon T. McGregor | 930,836 | 1.21% . |
Outstanding Unvested/Unearned Awards (as of 12/31/2024)
| Category | Shares/Units | Market Value ($) |
|---|---|---|
| Time-based RS (Grant 3/30/2022) | 15,541 | 24,244 . |
| Time-based RS (Other prior grants) | 83,750 | 130,650 . |
| Time-based RS (Other prior grants) | 100,500 | 156,780 . |
| Time-based RS (3/20/2024 grant) | 233,330 | 363,995 . |
| Performance-based RS (Threshold) 2024–2026 cycle | 38,830 | 60,575 . |
Alignment and trading policies:
- Executive stock holding policy in effect; specifics (e.g., salary multiples) not disclosed .
- Hedging/short sales prohibited and pledging restricted for executive officers; trades limited to approved windows or 10b5‑1 plans, reducing forced-sale risk .
- 2025 proxy shows no option grants to McGregor; current equity is in restricted stock (time- and performance-based) .
Implications for selling pressure:
- Significant scheduled vest dates (April 1 of 2025–2027) could create windowed liquidity events; anti‑pledging policy and trading window controls mitigate unplanned selling .
Employment Terms
| Provision | Qualifying Termination (without cause / good reason) | Change in Control (CIC) + qualifying termination |
|---|---|---|
| Cash Severance | 18 months base salary + 150% of target STIP . | 36 months base salary + 300% of target STIP . |
| Benefits Continuation | 18 months (medical/dental/vision) . | 36 months . |
| Equity Acceleration | 25% of unvested awards accelerate . | 100% of unvested awards accelerate . |
| Definition of Cause/Good Reason | As defined in Second Amended & Restated Employment Agreement (includes felony, fraud, willful misconduct, refusal to follow directives, material breach; cure periods where applicable) . | |
| Clawback | “No‑fault” clawback for restatements; Dodd‑Frank Rule 10D‑1 policy also adopted . |
Estimated values at 12/31/2024:
- CIC total value: $3,800,898 (salary+bonus $2,948,400; benefits $55,679; equity acceleration $796,819) .
- Qualifying Termination total value: $1,701,244 (salary+bonus $1,474,200; benefits $27,839; equity acceleration $199,205) .
Board Governance (Director Role, Committees, Independence)
- Board service: McGregor has served as a director since June 2024 and CEO since August 2023; Chairman is a separate, independent director (Douglas Kieta), reducing dual‑role governance concerns .
- Committees: Committee memberships are listed for other directors; none are indicated for McGregor, consistent with standard practice for employee directors .
- Director pay: As an employee director, McGregor received no additional director compensation in 2024; non‑employee director retainers were $75,000 plus chair/lead premiums and equity ($110,000), paid to outside directors only .
- Majority voting and resignation policy for directors with Majority Against Vote; active risk oversight and independence processes via committees .
Performance & Track Record
- 2024 execution highlights under McGregor’s leadership included ISCC certification for Pekin enabling EU exports, cost restructuring (~$8M annual overhead reduction), acquisition of Kodiak Carbonic to enhance CO2 offerings, and progressing carbon capture/storage agreements; sustainability reporting improved and third‑party ratings upgraded .
- 2024 outcomes: No STIP payouts on financial/KPI components due to low crush margins and installation expenses; individual goals paid at target, reflecting strategic execution despite challenging markets .
- Pay vs performance context: Compensation actually paid to the CEO was $867,654 for 2024 (vs $1,192,118 in 2023); TSR value $140 in 2024 (vs $309 in 2023); net loss widened to $58.984 million; Adjusted EBITDA fell to -$8.531 million from $20.766 million in 2023 .
Pay vs Performance Snapshot
| Year | Compensation Actually Paid to PEO ($) | TSR Value ($100 initial) | Net Income (Loss) ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|---|
| 2023 | 1,192,118 | 309.23 | (29,270) | 20,766 |
| 2024 | 867,654 | 140.00 | (58,984) | (8,531) |
Compensation Committee Analysis
- Committee members: Maria G. Gray, Dianne S. Nury, and Gilbert E. Nathan (independent; no interlocks) .
- Peer benchmarking: Pay Governance advised; peer selection considered industry, products, revenues, EBITDA, market cap, and headcount; Appendix B lists peers (not reproduced here) .
- 2024 CEO target total direct comp rose 43.8% YoY (role elevation impact), with greater emphasis on variable pay (target bonus 80% of salary; LTI target ~171% of salary) .
- 2025 shift toward higher performance-weighted equity (50% performance-based) increases outcome dispersion linked to results .
Director Compensation (for Board Service)
| Role | Cash Retainer | Equity Value | Notes |
|---|---|---|---|
| Chairman (non-employee) | $112,500 | $147,500 | Paid to independent chair . |
| Non-employee Director | $75,000 | $110,000 | Committee chair +$25,000; Lead Independent +$12,000 . |
| Employee Director (McGregor) | — | — | No additional compensation for Board service . |
Equity Ownership & Pledging Policies
- Executive officers, including the CEO, are restricted from pledging company securities and from hedging; policy enforces trading windows or 10b5‑1 plans and annual training .
- Executive stock holding policy in place to align long‑term incentives; specific multiples not disclosed .
Employment & Contract Provisions (Severance/CIC)
- Double-trigger CIC protection with 3x salary and 3x target bonus for the CEO, full equity acceleration, and extended benefits continuation (36 months), which materially increases deal-related payouts; qualifying termination protection at 1.5x salary and 1.5x target bonus with 25% vest acceleration .
Investment Implications
- Pay-for-performance alignment has improved (higher performance equity weighting in 2025), but 2024 outcomes show macro and execution sensitivity: zero financial/KPI payouts and negative Adjusted EBITDA suggest that PSUs may remain at risk unless EBITDA ROA improves; near-term vest dates (time-based RS) could create scheduled sell windows, though anti‑pledging and trading controls limit adverse signals .
- CEO beneficial ownership of 1.21% is meaningful for alignment, and the absence of pledging/hedging reduces governance risk; however, severance/CIC terms (3x/3x plus 100% acceleration) are generous and could be viewed as shareholder‑unfriendly if not balanced by strong performance hurdles on PSUs .
- Governance structure mitigates dual‑role concerns via an independent chair and majority voting policy; with continued execution on export premiums, carbon value, and asset optimization, incentive design should transmit operating gains to pay outcomes, improving pay/TSR alignment .