James Sneed
Alto IngredientsAbout James Sneed
James R. Sneed is Chief Commercial Officer at Alto Ingredients (ALTO), serving since September 2012 after joining as Vice President of Supply & Trading; he holds a B.S. in Accounting from Olivet Nazarene University and an MBA from Northwestern University’s Kellogg School of Management . Company pay-versus-performance disclosures show cumulative TSR of $140 over five years and 2024 Adjusted EBITDA of negative $8.531 million, framing 2024’s incentive outcomes and alignment of pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hawkeye Gold, LLC | Vice President – Ethanol Marketing and Trading | 2010–2012 | Ethanol marketing and trading leadership |
| Aventine Renewable Energy | Vice President, Marketing and Logistics | 2003–2010 | Built operations from 2 plants in 2 states to marketing for 15 facilities in 8 states |
| Alto Ingredients | VP Supply & Trading → Chief Commercial Officer | 2012–Present | Commercial leadership across specialty alcohols and essential ingredients |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $325,982 | $329,409 | $349,479 |
| Target Bonus (% of Base) | 50.0% (historical agreement level) | 50.0% | 60.0% |
| Non-Equity Incentive Paid ($) | $32,600 | $32,941 | $43,510 |
| Current Annual Base (as of Apr 6, 2025) | — | — | $369,838 (2% merit increase) |
Notes:
- 2024 target bonus for non-CEO NEOs was increased to 60% of base salary under the STI program .
- Sneed’s base rate was raised to $362,586 in March 2024 and to $369,838 in April 2025 .
Performance Compensation
| Program | Metric | Weighting | Target/Thresholds | Actual | Payout Outcome | Vesting |
|---|---|---|---|---|---|---|
| STI (2024) – Financial | Adjusted EBITDA | 50% | Goal: $40M; Threshold: $25M | $(8.531)M | 0% (below threshold) | Cash (annual) |
| STI (2024) – KPIs | Corn oil yield; protein ratio; ethanol yield; SG&A/volume; uptime; R&M/gal; cost savings | 30% | KPIs set with min/max 0–200% | <3 of 7 thresholds met | 0% (capped at 0% given EBITDA below threshold) | Cash (annual) |
| STI (2024) – Individual | Individual objectives | 20% | Target payout if objectives met | Met (per NEO accomplishments) | Target payout paid; Sneed non-equity incentive = $43,510 | Cash (annual) |
| LTI (2024) – Performance RS (2024–2026 cycle) | Adjusted EBITDA ROA | 30% of 2024 LTI | 2024 ROA: 4.80% / 5.20% / 5.60% (T/T/M) | Below threshold | 0% earned for 2024 tranche | Earned tranches time-vest and vest in early 2027 |
| LTI (2025) – Performance RS (2025–2027 cycle) | Adjusted EBITDA ROA | 50% of 2025 LTI | Shares at T/T/M for Sneed: 9,567 / 47,834 / 95,668 | 2025 metrics set; outcomes TBD | TBD (subject to thresholds) | Earned tranches time-vest; vest in early 2028 |
Sneed’s LTI target value increased to $287,000 in 2024 (79.2% of base), versus $215,000 in 2023 (65.3%) reflecting market alignment; the company shifted toward performance-based LTI (50% in 2025 vs 30% in 2024) to strengthen pay-for-performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 429,221 shares; less than 1% of class (77,210,171 shares outstanding) |
| Stock Ownership Holding Policy | Executives must hold 100% of net shares acquired from vesting/exercise for at least 12 months or until termination |
| Pledging/Hedging | No pledging disclosed for Sneed; clawback policies in place |
| Options | No options outstanding or exercised in 2024 |
Outstanding Equity Awards at FY-end 2024 (as disclosed):
| Name | Unvested Time-Based Shares (#) | Market Value ($) | Performance RS (Unearned, Threshold #) | Market/Payout Value ($) |
|---|---|---|---|---|
| James R. Sneed | 11,810 (granted 3/30/2022; vested 4/1/2025) | $18,424 | 12,000 (2024–2026 cycle) | $18,720 |
| 72,025 (granted 3/31/2023; 50% vested 4/1/2025; 50% vests 4/1/2026) | $112,359 | — | — | |
| 71,660 (granted 3/20/2024; 33% vested 4/1/2025; 33% vests 4/1/2026; 34% vests 4/1/2027) | $111,790 | — | — |
Vesting and Realization (2024):
- Shares acquired on vesting in 2024: 58,311; value realized $133,532 .
Near-term vesting cadence may create episodic liquidity events, mitigated by the 12-month net-share holding policy which tempers immediate sell pressure post-vesting .
Employment Terms
- Role and employment: Amended and Restated Employment Agreement providing at-will employment as VP Supply & Trading (current CCO); current annual base salary $369,838 post-April 6, 2025 increase; STI target 60% of base .
- Severance and change-of-control: Sneed’s agreement is “substantially the same” as Benton’s, which provides upon termination without cause or resignation for good reason in anticipation of or within 24 months post-change-in-control: 24 months of base salary, 200% of target STI, 12 months of health premium support, and accelerated vesting of 100% of unvested equity awards; outside change-in-control, accelerated vesting terms are more limited under executive agreements and the 2016 Stock Incentive Plan .
- Equity plan CIC treatment: Awards generally accelerate unless assumed or replaced with equivalent cash retention programs; discretionary grant program awards terminate if not assumed post-CIC .
- Clawback: Compensation recovery policies in place; legacy clawback adopted March 29, 2018 covering cash and equity incentive compensation; the company further adopted a Dodd-Frank compliant recovery policy per investor feedback .
Performance & Track Record (Selected 2024 Achievements)
- Managed ethanol trading covering third-party production, generating incremental EBITDA .
- Coordinated sale of >90 million gallons of specialty alcohols at significant premium to fuel ethanol; added new high-quality customers and maintained full retention .
- Obtained ISCC certification and initiated certified sales in Q4; positioned for expansion in 2025 .
- Reduced per-gallon logistics costs for high-quality alcohol shipments via Eagle Alcohol integration; optimized energy procurement across facilities .
Compensation Structure Analysis and Say-on-Pay
- 2024 say-on-pay approval: ~74%; company increased transparency, adopted distinct STI vs LTI metrics, and enhanced clawback policy responsiveness .
- Mix shifts: Increased performance-based LTI (30% in 2024; 50% in 2025) and raised STI targets for non-CEO NEOs to 60% of base, with base salaries generally around the 25th percentile of market data (2020 survey) to emphasize at-risk pay .
- 2024 outcomes: No payout on financial or KPI STI elements due to negative Adjusted EBITDA and KPI shortfalls; target payout on individual performance; total actual direct compensation “largely flat” YoY (+~2%) driven by higher base and STI, offset by lower stock award value floor ($3 vs $2 in 2023) .
Investment Implications
- Alignment: Sizable time-based and performance-based restricted stock with increased performance weighting in 2025 strengthens pay-performance linkage; executive holding policy (12 months net shares) reduces immediate selling pressure after vesting .
- Near-term supply: Significant scheduled vesting from 2023 and 2024 grants (through 2027) could create episodic liquidity events; absence of options limits leveraged selling catalysts .
- Retention economics: CIC protections (if substantially similar to Benton’s) are robust with cash severance and full equity acceleration, lowering transition risk in change-of-control scenarios; standard severance and plan-level acceleration are more modest outside CIC, maintaining performance discipline .
- Performance gating: 2024 failure to meet financial/KPI thresholds led to zero payout on those components; future payouts depend on Adjusted EBITDA and ROA metrics execution, making incentive realization sensitive to operational margin improvements and KPI delivery .