Gilbert Nathan
Alto IngredientsAbout Gilbert Nathan
Independent director since November 2019; Audit Committee Chair; age 45 as of April 28, 2025. Managing Member of Jackson Square Advisors LLC (founded 2015); previously Senior Analyst at Candlewood Investment Group (2013–2015) and Principal at Restoration Capital Management (2002–2012). CEO of Keycon Power Holdings LLC since November 2018. Holds a B.S. in Management (Finance) from Tulane University; designated “audit committee financial expert” and meets Nasdaq “financial sophistication” requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Restoration Capital Management | Principal | 2002–2012 | Distressed investing, event-driven, high-yield experience |
| Candlewood Investment Group | Senior Analyst | 2013–2015 | Coverage included ethanol industry; debt/equity analysis |
| Alto Ingredients | Advisor to Board (prior to joining) | Nov 2015–Nov 2019 | Board advisory prior to director appointment |
External Roles
| Organization | Role | Tenure (if disclosed) | Notes |
|---|---|---|---|
| Ready Capital Corporation (public) | Director | Not disclosed | Current public company board |
| Magnachip Semiconductor Corporation (public) | Director | Not disclosed | Current public company board |
| Accelerate Diagnostics, Inc. (public) | Director | Not disclosed | Current public company board |
| Jackson Square Advisors LLC | Managing Member | Founded 2015 | Founder |
| Keycon Power Holdings LLC | Chief Executive Officer | Since Nov 2018 | CEO |
Board Governance
- Committee assignments: Audit Committee Chair; member of Audit and Compensation Committees. Audit Committee members: Gilbert E. Nathan (Chair), Douglas L. Kieta, Dianne S. Nury .
- Independence: Board determined all directors/nominees independent except CEO Bryon T. McGregor and former CEO Michael D. Kandris .
- Attendance: Board held 13 meetings in 2024; all directors attended at least 75% of Board/committee meetings; all five incumbents attended the 2024 annual meeting .
- Shareholder communications: As Audit Committee Chair, Nathan monitors stockholder communications to the Board and forwards substantive matters to directors .
- Election outcome: Re-elected June 25, 2025 with 23,836,559 votes for and 4,480,521 withheld; 21,963,347 broker non-votes .
- Approximate years on ALTO’s Board: 6 years as of April 28, 2025 .
Fixed Compensation
Program structure (2024): base cash retainer $75,000 for non-employee directors; committee chair add-on $25,000; chairman cash $112,500; equity target value $110,000 (non-chairman) and $147,500 (chairman). Directors may elect equity in lieu of cash .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Stock Awards ($) | $138,600 | $48,032 |
| Total ($) | $238,600 | $148,032 |
Grant details
| Grant Attribute | 2023 | 2024 |
|---|---|---|
| Shares granted | 55,000 | 36,666 |
| Grant date | June 22, 2023 | June 20, 2024 |
| Vesting | 100% vests at earlier of Annual Meeting or July 1, 2024 | 100% vests at earlier of Annual Meeting or July 1, 2025 |
Performance Compensation
- Director equity vesting: time-based; no performance metrics tied to director equity grants (typical director grants vest 100% at the earlier of next annual meeting or ~1 year from grant date) .
- Clawback policies: Company has a Dodd-Frank Rule 10D-1 clawback for executive incentive compensation and a legacy clawback; these apply to executive officers, not disclosed as applying to director fees/grants .
| Performance Metric (Directors) | Disclosure |
|---|---|
| Performance-linked director pay (e.g., TSR, EBITDA) | None; director equity vests time-based |
Other Directorships & Interlocks
- Current public company boards: Ready Capital Corporation, Magnachip Semiconductor Corporation, Accelerate Diagnostics, Inc. .
- Compensation Committee interlocks: ALTO’s Compensation Committee (Maria G. Gray, Dianne S. Nury, Gilbert E. Nathan) disclosed no interlocks/insider participation; none were ALTO officers; no reciprocal committee service by ALTO executives at other entities in 2024 .
Expertise & Qualifications
- Finance/investments expertise; prior roles in distressed/event-driven and high-yield investing .
- Energy-related investments experience (oil & gas E&P, renewable energy, power, oilfield services) .
- Fiduciary service on boards/special committees/trustee roles; SEC-defined audit committee financial expert; Nasdaq financial sophistication .
Equity Ownership
| Date (as of) | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Apr 22, 2024 | 665,109 | <1% | Includes 26,200 shares held by spouse |
| Dec 31, 2024 | 168,221 (vested shares from stock awards) | N/A | Vested shares balance disclosed |
| Apr 28, 2025 | 731,775 | <1% | Includes 31,200 shares held by spouse |
- Anti-hedging/pledging: Insider trading policy prohibits short sales and options for all directors; pledging restrictions explicitly apply to executive officers; director pledging not specified in proxy .
Governance Assessment
- Board effectiveness: Nathan chairs Audit Committee, which directly oversees auditor selection/independence, internal controls, and cybersecurity risk; the 2024 audit report was recommended by the committee and approved by the Board, evidencing active oversight .
- Independence and attendance: He is classified independent; Board meeting cadence (13 in 2024) with minimum 75% attendance by all directors supports engagement; he also handles shareholder communications, enhancing transparency .
- Compensation alignment: Director pay combines cash and equity; Nathan’s 2024 pay was $148,032 (cash $100,000; equity $48,032) with time-based vesting, aligning with shareholder interests via equity exposure; notable YoY shift from higher equity value in 2023 ($138,600) to $48,032 in 2024 while cash remained constant .
- Shareholder support: Strong re-election vote in 2025 (23.8M for vs. 4.5M withheld) indicates investor confidence amid Board refresh and activist standstill environment .
- Compensation committee practices: Committee membership independent; use of independent consultant Pay Governance (fees ~$7,800 in 2024) with no conflicts; benchmarking and policy reviews noted, supporting governance quality .
Red flags/risks to monitor
- Activist agreement: March 17, 2025 letter agreement with Radoff/Torok Group includes standstill and voting commitments through the 2026 nomination window; while not a direct conflict for Nathan, it reflects heightened governance scrutiny and potential future Board dynamics .
- Pledging policy scope: Proxy explicitly restricts pledging for executive officers; director pledging not specified—monitor for any Form 4/pledge disclosures (none referenced in proxy) .
Director Compensation — Details
| Component | Policy/Structure | 2023 Actual | 2024 Actual |
|---|---|---|---|
| Cash retainer (non-employee director) | $75,000 base | $100,000 (includes $25,000 committee chair add-on) | $100,000 (includes $25,000 committee chair add-on) |
| Committee chair fee | $25,000 per chair | Included in cash total | Included in cash total |
| Equity grant (value target) | $110,000 (non-chairman) | $138,600 grant-date value | $48,032 grant-date value |
| Equity grant (shares) | Time-based vesting at next annual meeting/~1 year | 55,000 shares; vest by Annual Mtg or 7/1/2024 | 36,666 shares; vest by Annual Mtg or 7/1/2025 |
Say-on-Pay & Shareholder Feedback
| Proposal | Outcome |
|---|---|
| 2025 Say-on-Pay (2024 NEO compensation) | For: 20,574,474; Against: 7,267,671; Abstain: 474,935; Broker non-votes: 21,963,347 |
| Say-on-Pay frequency | One year: 19,674,028; Two years: 383,152; Three years: 6,798,561; Abstain: 1,461,339 |
Compensation Committee Analysis
| Item | Disclosure |
|---|---|
| Committee members | Maria G. Gray (Chair), Dianne S. Nury, Gilbert E. Nathan |
| Meetings (2023) | Compensation Committee held 10 meetings |
| Consultant | Pay Governance; 2024 fees ~$7,800; independence affirmed; no conflicts |
Related Party / Conflicts Checks
- Annual questionnaires required; Board determines director independence under SEC/Nasdaq standards and corporate governance guidelines; only McGregor and Kandris not independent due to employment history .
- Indemnification and D&O insurance in place; limitation of liability disclosed; standard governance provisions (not Nathan-specific) .
Equity Ownership & Alignment Notes
- Beneficial ownership: 731,775 shares as of April 28, 2025 (<1%); includes 31,200 shares held by spouse .
- Prior year: 665,109 shares as of April 22, 2024 (<1%); includes 26,200 spouse shares .
- Vested stock awards held: 168,221 as of December 31, 2024 .
- Anti-hedging: Directors prohibited from short sales and options; trading windows enforced; executive officers restricted from pledging; director pledging not specified .
Governance Summary Implications
- Nathan’s audit/finance expertise and chair role strengthen controls oversight; shareholder communications role signals engagement .
- Strong re-election support and independent committee practices (including consultant use) bolster credibility; activism standstill suggests ongoing governance focus and potential Board refresh, warranting continued monitoring of committee composition and director equity alignment .