Jeremy Bezdek
Alto IngredientsAbout Jeremy T. Bezdek
Independent director nominee elected June 25, 2025; age 51; B.S. in Business Administration (Finance), University of Kansas. Three-decade career spanning Koch Industries (26 years; Managing Director at Koch Strategic Platforms), Flint Hills Resources corporate development/M&A leadership, President of FREYR Battery US (2023–2024), and founder of Ad Astra Advisors (2024) . The Board determined all director nominees other than Bryon T. McGregor and Michael D. Kandris are independent—this includes Mr. Bezdek . Elected at the 2025 Annual Meeting with strong support (see vote table below) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koch Industries / Koch Strategic Platforms | Managing Director; led Energy Transition investments | 26 years | Led investments; significant M&A activity; governance over >$1B revenue P&Ls |
| Flint Hills Resources (Koch subsidiary) | Corporate Development & M&A leadership | Predominantly 2010s | Led acquisition/integration of large-scale dry mill ethanol plants; divestitures totaling >$3B; JV activity; early-stage investments in refining, biofuels, chemicals |
| FREYR Battery US | President | 2023–2024 | Public company startup in energy transition; operational/strategic leadership |
| Ad Astra Advisors | Founder | 2024–present | Advises early-stage firms on strategy, growth, fundraising, organizational priorities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Multiple boards (public/private) | Director | 2010–present | Has served on 10 boards since 2010; specific company names not disclosed in ALTO proxy |
Board Governance
- Independence: Determined independent under SEC/Nasdaq standards; the Board requires a majority independent and all committee members to be independent .
- Committees: 2024 committee composition (pre-2025 election) was Audit (Chair: Gilbert E. Nathan; members: Douglas L. Kieta, Dianne S. Nury) , Compensation (Chair: Maria G. Gray; members: Dianne S. Nury, Gilbert E. Nathan) , and Nominating & Corporate Governance (Chair: Dianne S. Nury; members: Maria G. Gray, Douglas L. Kieta) . Post-election assignments for Mr. Bezdek were not disclosed in the proxy or subsequent 8-K items reviewed.
- Attendance: In 2024, the Board held 13 meetings; all directors met or exceeded 75% attendance; independent directors met in executive session periodically .
- Skills & Experience: Skills matrix denotes Mr. Bezdek with Operations, M&A, Leadership, Industry Experience, HR/Talent, and EHS/Climate/Sustainability (as a 2025 director nominee) .
| 2025 Director Election Results (June 25, 2025) | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Jeremy T. Bezdek | 24,554,519 | 3,762,561 | 21,963,347 |
| Alan R. Tank | 24,530,026 | 3,787,054 | 21,963,347 |
| 2025 Say-on-Pay Vote | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Executive Compensation (Advisory) | 20,574,474 | 7,267,671 | 474,935 | 21,963,347 |
| Frequency (Advisory) – One Year | 19,674,028 | — | — | — |
| Frequency (Advisory) – Two Years | 383,152 | — | — | — |
| Frequency (Advisory) – Three Years | 6,798,561 | — | — | — |
| Frequency (Advisory) – Abstain | 1,461,339 | — | — | — |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer – non-employee directors | $75,000 | Paid bi-weekly in advance; option to elect equivalent-value equity in lieu of cash |
| Chairman of the Board cash retainer | $112,500 | Paid bi-weekly in advance |
| Committee chair cash retainer | $25,000 | Per chair role; independent directors serve on committees |
| Lead Independent Director cash retainer (if applicable) | $12,000 | If separately appointed |
| Annual equity grant – non-employee directors | $110,000 value | Grant value converted to shares based on estimated share price on expected grant date |
| Annual equity grant – Chairman | $147,500 value | Same valuation approach |
| Director equity vesting | 100% at earlier of next annual meeting or ~1 year from grant date (subject to continued service) | Time-based vesting; discretion for additional grants |
2024 non-employee director totals (illustrative of program sizing): Maria G. Gray $100,000 cash + $48,032 stock; Gilbert E. Nathan $100,000 cash + $48,032 stock; Dianne S. Nury $100,000 cash + $48,032 stock; Chairman Douglas L. Kieta $112,500 cash + $64,407 stock .
Performance Compensation
- Directors: No performance-based equity metrics disclosed; director equity grants vest time-based as above (no PSUs/TSR/EBITDA targets for directors) . Performance-based equity metrics exist for executive officers (Adjusted EBITDA ROA) but are not applicable to directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Unspecified (10 boards since 2010) | Director | Not disclosed | Not disclosed; proxy does not identify counterparties or shared boards with ALTO suppliers/customers |
Expertise & Qualifications
- Leadership and founder experience; board service across public/private companies .
- Biofuels/ingredients industry familiarity; grain procurement; ethanol, distillers grains, corn oil marketing .
- Strategic M&A execution including large-scale ethanol facility acquisitions; divestitures totaling over $3B; significant P&L financial expertise .
- Skills matrix flags Operations, M&A, Leadership, Industry Experience, HR/Talent, EHS/Climate/Sustainability for Mr. Bezdek .
Equity Ownership
| Holder | Title of Class | Beneficial Ownership (as of 4/28/2025) | Percent of Class |
|---|---|---|---|
| Jeremy T. Bezdek (director nominee) | Common | — | — |
Notes:
- Beneficial ownership table shows no reported share ownership for Mr. Bezdek as of April 28, 2025 (prior to the June election) .
- Insider trading policy prohibits directors from short sales and derivative/option transactions; pledging restrictions apply to executive officers (not expressly to directors) .
Governance Assessment
-
Positive signals:
- Strong shareholder election support (24.55M for; 3.76M withheld) indicating investor confidence in skill set and board refresh .
- Independence affirmed; Board maintains majority independence and independent membership across key committees .
- Majority voting with mandatory tender of resignation upon “Majority Against Vote” enhances accountability .
- Skills directly aligned with ALTO’s operational/M&A roadmap in biofuels/ingredients, risk oversight and sustainability competencies .
-
Potential risks / RED FLAGS to monitor:
- Ownership alignment: No reported beneficial ownership at nomination date; monitor Form 4 filings post-election for equity grants and accumulation to assess skin-in-the-game .
- Hedging/Pledging: Directors are barred from hedging/shorts; pledging prohibition explicitly applies to executives, not directors—clarify director pledging stance; pledges would be a red flag if present .
- Committee assignments: Not disclosed for Mr. Bezdek post-election; committee placement (particularly Audit/Comp/Nominating) will affect governance influence and potential conflicts oversight; watch for 8-K updates .
- Director compensation benchmarking referenced 2020 survey data for 2024 decisions; ensure updates to peer data to avoid pay inflation or misalignment with current market .
-
Shareholder votes:
- Say-on-Pay: 20,574,474 for; 7,267,671 against; 474,935 abstain; broker non-votes 21,963,347—Board/Compensation Committee should consider feedback in the design of executive pay programs .
- Frequency: One-year advisory vote cadence preferred by shareholders (19,674,028 votes) .
-
Related-party transactions:
- Company discloses policies on related-party approvals and states no transactions exceeding thresholds since Jan 1, 2023 other than those specifically disclosed; no director-specific related-party items for Mr. Bezdek identified .
Monitoring items: Post-meeting committee assignments; any Form 4 filings for initial director equity grants; pledging disclosures; future beneficial ownership updates; any related-party engagements via Ad Astra Advisors or energy-transition investments that could intersect with ALTO’s counterparties (none disclosed to date) .