Maria Gray
Alto IngredientsAbout Maria G. Gray
Maria G. Gray (age 48) is an independent director of Alto Ingredients, serving since June 2022 after advising the Board beginning June 2021. She is a chemical engineer with deep refining and process safety credentials, holding a B.S. in Chemical Engineering with minors in Business and Architecture from Tulane University. Gray founded and is Managing Member of Zoltan Consultants LLC (2022–present); prior roles include Senior Refining Engineer, Senior HSE Professional, and Project Process Engineering Lead at Marathon Petroleum (2012–2021), engineering and supervisory roles at Motiva Enterprises (2001–2012), and Process Engineer at Union Carbide (Dow) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Company | Senior Refining Engineer; Senior Health, Safety & Environmental Professional; Project Process Engineering Lead | Mar 2012–Aug 2021 | Led major capital projects ($120–$400M) and process safety initiatives . |
| Motiva Enterprises LLC | Various engineering and supervisory capacities | 2001–2012 | Operated at North America’s largest refinery; specialty chemicals exposure . |
| Union Carbide (Dow) | Process Engineer | Not disclosed | Specialty chemicals and polymers process engineering . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zoltan Consultants LLC | Managing Member | 2022–present | Technical consulting for design/relief studies, process safety, operations/manufacturing . |
| Smith & Burgess | Process Safety Consultant (Senior Engineer) | Since May 2022 | Technical support for design and relief studies . |
Board Governance
- Independence: The Board determined all directors (and nominees) are independent except the CEO Bryon McGregor and former executive Michael Kandris; Gray is independent under Nasdaq standards .
- Committee assignments:
- Compensation Committee: Chair; members Gray, Nury, Nathan; 5 meetings in 2024; all independent .
- Nominating & Corporate Governance Committee: Member; chaired by Nury; members Nury, Gray, Kieta; 4 meetings in 2024; all independent .
- Attendance: In 2024, the Board held 13 meetings; all directors attended at least 75% of Board and committee meetings; all five incumbent directors attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation | Chair | 5 | Independent . |
| Nominating & Corporate Governance | Member | 4 | Independent . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 88,462 | 138,600 | 227,062 |
| 2024 | 100,000 | 48,032 | 148,032 |
| Director Cash Program Terms (Framework) | Amount ($) |
|---|---|
| Chairman annual cash compensation | 112,500 |
| Base annual cash for non-employee directors | 75,000 |
| Additional annual cash for each committee chair | 25,000 |
| Lead independent director, if applicable | 12,000 |
- Note: Directors may elect to receive additional equity in lieu of cash compensation .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Jun 22, 2023 | Common stock (restricted) | 55,000 | 138,600 | Vest 100% at earlier of next annual meeting or Jul 1, 2024 . |
| Jun 20, 2024 | Common stock (restricted) | 36,666 | 48,032 | Vest 100% at earlier of next annual meeting or Jul 1, 2025 . |
- No performance metrics tied to director equity awards are disclosed; awards vest based solely on time and continued service .
Executive incentive metrics overseen by the Compensation Committee (context for governance quality):
| Component | Weight | Metric Detail |
|---|---|---|
| Financial Performance | 50% | Adjusted EBITDA . |
| KPI Performance | 30% | Corn oil yield; ratio of protein feed (dry) production; ethanol yield; SG&A as % of alcohol volume; production uptime; R&M expense per gallon; cost savings . |
| Individual Performance | 20% | Pre-established individual goals . |
- Anti-hedging and pledging: Company policy prohibits short sales and derivatives for all employees, officers, and directors; pledging prohibition applies to executive officers; no pledging by directors is disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in proxy biography . |
| Compensation Committee interlocks | None; Gray, Nury, Nathan were not officers/employees of Alto, and no interlocking relationships reported . |
Expertise & Qualifications
- Energy and chemical process expertise; production process optimization; major capital project execution ($120–$400M); process safety management and regulatory compliance .
- Operations leadership and EHS/sustainability oversight skills aligned with Alto’s industrial manufacturing footprint .
- Diversity contribution: female, Hispanic/Latinx; supports Board diversity goals .
Equity Ownership
| As of Date | Beneficial Ownership (Common Shares) | Percent of Class | Shares Outstanding Basis |
|---|---|---|---|
| Apr 28, 2024 | 82,292 | <1.00% | 76,628,808 common; 926,942 Series B preferred . |
| Dec 31, 2024 (award status) | 77,292 vested shares from stock awards | — | — |
| Jun 20, 2024 grant | 36,666 unvested shares at grant; vest by annual meeting/Jul 1, 2025 | — | — |
| Apr 28, 2025 | 118,958 | <1.00% | 77,210,171 common; 926,942 Series B preferred . |
- No director-specific ownership guideline is disclosed; an executive stock holding policy applies to executive officers (hold 100% net shares for 12 months) .
Governance Assessment
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Strengths
- Independence and active leadership: Gray chairs the Compensation Committee and serves on Nominating & Corporate Governance, indicating strong governance influence and oversight of pay and board composition .
- Attendance and engagement: Board met 13 times in 2024; all directors met at least the 75% attendance threshold and attended the annual meeting, suggesting robust involvement .
- Compensation governance quality: Independent consultants (Pay Governance, Korn Ferry) engaged; pay-for-performance design with EBITDA/KPI focus; clawback policies adopted under Dodd-Frank and legacy “no-fault” recoupment .
- Accountability frameworks: Majority voting with mandatory resignation upon “Majority Against Vote” for incumbents in uncontested elections .
- Conflicts: No related party transactions requiring disclosure since Jan 1, 2023; interlocks absent; indemnification/insurance appropriately disclosed .
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Observations for alignment
- Director pay mix shifted in 2024 toward cash (cash $100k vs equity $48k) versus 2023 (cash $88k vs equity $139k); this reduces equity weighting year-over-year, though annual equity awards remain and vest within one year .
- Anti-hedging applies to directors; pledging restriction explicitly applies to executive officers; no director pledges disclosed .
-
RED FLAGS
- None disclosed regarding low attendance, related party transactions, hedging/pledging, or compensation committee interlocks .