Todd Benton
Alto IngredientsAbout Todd Benton
Todd E. Benton is Chief Operating Officer of Alto Ingredients, Inc. since April 1, 2024, following service as Vice President of Operations (2021–2024) and as Pekin Campus site manager (since 2018). He has 30 years of operations leadership across corn wet milling, high quality alcohol and fuel ethanol; prior roles include Plant Manager and Senior Process Engineer leader at Flint Hills Resources (Koch), and Director of Operations roles at Williams Companies and Aventine Renewable Energy. Education: B.S. Biology (Eastern Illinois University); studied Business Administration (Bradley University) . Company performance context: 2024 Adjusted EBITDA was negative ($8.531 million) and net loss was ($58.984 million); cumulative 5-year TSR (value of $100 initial investment) was $140 versus peer index $41.58 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alto Ingredients | Chief Operating Officer | Since Apr 1, 2024 | Operational leadership across safety, compliance, reliability, quality, labor, procurement and logistics |
| Alto Ingredients | Vice President of Operations | 2021–Mar 2024 | Oversight of operations and performance |
| Alto Ingredients (Pekin Campus) | Site Manager | Since 2018–2021 | Managed HSE, compliance, production, and logistics |
| Flint Hills Resources (Koch) | Plant Manager; Senior Process Engineer leader | 5 years (prior to joining Alto) | Led operations and process engineering for Biofuels & Ingredients |
| Williams Companies & Aventine Renewable Energy | Various leadership roles; Director of Operations (last five years) | Not disclosed | Operations leadership and execution |
| Pekin Energy Company (CPC–Texaco JV) | Entry into industry (wet mill) | 1994 | Early-career operations experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| No external public company directorships disclosed in proxy (not stated) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $260,311 | $270,737 | $331,103 |
| Target Bonus % of Base (STI) | 30.0% | 30.0% | 60.0% |
| Target Bonus Dollars ($) | $82,071 | $82,071 | $210,000 |
| Actual STI Paid ($) | $23,525 | $24,400 | $36,000 |
- Current base salary: $357,000 after a 2% merit increase effective April 6, 2025; STI payout target: 60% of base .
Performance Compensation
Annual Cash Incentive (STI) – Design and Outcomes (2024)
| Element | Weighting | Targets / KPIs | Outcome / Notes |
|---|---|---|---|
| Financial Performance (Adjusted EBITDA) | 50% | Threshold $25,000,000; payouts up to 200% for outperformance | 2024 Adj. EBITDA = ($8.531M); implies under-threshold |
| KPI Performance | 30% | Corn oil yield; protein ratio; ethanol yield; SG&A as % of alcohol volume; uptime; R&M per gallon; cost savings | KPI payouts capped at 100% if Adj. EBITDA < threshold |
| Individual Performance | 20% | Quantitative and qualitative goals; committee discretion | Discretionary within plan constraints |
| Plan-Based 2024 STI Awards (Grant 3/20/2024) | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Todd E. Benton | $67,500 | $188,420 | $340,838 |
Long-Term Equity Incentive (LTI) – Structure and Grants
- Program mix: 2024 LTI was 75% time-vested and 25% performance-based; 2025 LTI is 50% time-vested and 50% performance-based .
- Performance metric: Adjusted EBITDA ROA, with threshold/target/max share payout schedules; 2024 portion was not earned due to failing threshold .
| 2024 LTI Grants (3/20/2024) | Type | Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Time-vested RSU | Time-based | 83,330 | 33% on 4/1/2025; 33% on 4/1/2026; 34% on 4/1/2027 | $164,993 |
| Performance RSU (Adj. EBITDA ROA) | Threshold / Target / Max | 13,830 / 27,660 / 55,320 | Earnable 33% for 2024, 33% 2025, 34% 2026; if earned, vests early 2027 | $54,767 (target) |
| 2024 Portion Earned? | Not earned (below threshold) |
| Performance Targets – Adjusted EBITDA ROA (%) | Threshold | Target | Maximum |
|---|---|---|---|
| 2024 Performance-Based LTI | 4.80% | 5.20% | 5.60% |
| % of Target Shares Earned | 20% | 100% | 200% |
| 2025 LTI Awards (3/31/2025) | Type | Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Time-vested RSU | Time-based | 55,500 | 33% on 4/1/2026; 33% on 4/1/2027; 34% on 4/1/2028 | $63,270 |
| Performance RSU (Adj. EBITDA ROA) | Threshold / Target / Max | 11,100 / 55,500 / 111,000 | Earnable 33% for 2025, 33% 2026, 34% 2027; if earned, time vest ends early 2028 | Not stated in proxy (counts disclosed) |
| 2025 Adjusted EBITDA ROA Targets (%) | Threshold | Target | Maximum |
|---|---|---|---|
| 2025 Performance-Based LTI | 1.05% | 5.26% | 10.53% |
| Intermediate Achievement Levels | 2.74% → 52% of target; 4.21% → 80%; 7.37% → 140% |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (Common) | 173,759 shares; <1% of class (based on 77,210,171 common shares outstanding) |
| Options Outstanding/Exercised (2024) | None outstanding or exercised in 2024 |
| Shares Acquired on Vesting (2024) | 21,389 shares; value realized $48,981 |
| Unvested Time-Based RSUs at 12/31/2024 | 4,663 (granted 3/30/2022; vested 4/1/2025) |
| Unvested Time-Based RSUs at 12/31/2024 | 25,125 (granted 3/31/2023; ~50% vested 4/1/2025; ~50% vests 4/1/2026) |
| Unvested Time-Based RSUs at 12/31/2024 | 83,330 (granted 3/20/2024; 33% vested 4/1/2025; 33% 4/1/2026; 34% 4/1/2027) |
| Performance RSUs (Unearned) at 12/31/2024 | 13,830 shares (threshold amount; 2024 portion not earned) |
| 2025 Time-Based RSUs | 55,500; vests 2026–2028 (33%/33%/34%) |
| Pledging/Hedging | Not disclosed in proxy (no explicit statement located) |
Employment Terms
| Provision | Standard Termination (Without Cause / Good Reason) | Change in Control (terminated without cause or resigns for good reason in anticipation of or within 24 months after) |
|---|---|---|
| Base Salary Severance | 12 months of base salary | 24 months of base salary |
| STI Severance | 100% of total target short-term incentive award | 200% of total target short-term incentive award |
| Health Benefits | Monthly cash payment equal to employer-paid health premiums for 12 months (ceases upon new employer coverage) | Same for 12 months |
| Equity Acceleration | 25% acceleration of all unvested shares/options granted prior to termination | 100% acceleration of all unvested shares/options granted prior to termination |
| Employment | At-will; title: Chief Operating Officer; current base salary $357,000 (2% merit increase effective Apr 6, 2025) | CIC definition includes majority voting power acquisition, merger/business combination without majority rollover, or sale of substantially all assets |
- Clawback policies: Legacy clawback policy adopted March 29, 2018 (cash and equity incentive compensation awarded thereafter subject to recovery) ; Compensation recovery policy was further adopted in response to investor feedback .
Compensation Structure Notes and Trends
| Item | Details |
|---|---|
| 2024 Direct Target Compensation (COO) | Base $350,000; STI target 60% ($210,000); LTI target 95.1% of base ($333,000); Total target $893,000 (up 107.4% YoY on elevation to COO) |
| Actual 2024 Compensation (COO) | Salary $331,103; Stock Awards $219,760; STI Paid $36,000; All Other $22,500; Total $609,363 |
| 2024 LTI Mix | 75% time-based; 25% performance-based; 2024 performance-based portion not earned |
| Say-on-Pay Support | 74% approval in 2024; committee adjusted programs (separate STI/LTI metrics; adopted clawback; increased performance-based LTI to 50% for 2025) |
| Consultant & Peers | Pay Governance provided peer compensation data; committee reviewed industry, revenues, EBITDA, market cap, headcount; peer list in Appendix B |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDA ($ thousands) | $53,948 | $87,799 | ($5,743) | $20,766 | ($8,531) |
| Net Income (Loss) ($ thousands) | ($15,116) | $46,082 | ($41,597) | ($28,005) | ($58,984) |
| Cumulative TSR ($100 initial) | $735.38 | $640.00 | $343.08 | $309.23 | $140.00 |
- Executive compensation actually paid correlates to Adjusted EBITDA and TSR across years; primary financial measure for incentives is Adjusted EBITDA (and Adjusted EBITDA ROA for LTI) .
Investment Implications
- Pay-for-performance alignment: 2024 performance-based LTI was not earned due to negative Adjusted EBITDA and failing the Adjusted EBITDA ROA threshold; STI financial and KPI elements were constrained, with modest actual STI payout ($36,000) suggesting reliance on individual performance discretion .
- Upcoming vesting and potential supply: Significant time-based RSUs vest on April 1 each year from 2026–2028 (2025 grant) and 2026–2027 (2023 and 2024 grants), which may create periodic insider selling pressure around vest dates absent blackout or retention strategies .
- Retention and CIC economics: Double-trigger-like CIC window with enhanced severance (24 months base, 200% STI, full equity acceleration) increases retention costs but could incentivize transaction neutrality; standard termination terms include 25% equity acceleration and full target STI, offering downside protection .
- Ownership alignment: Benton holds 173,759 common shares (<1%) and has substantial unvested RSUs; absence of options suggests lower leverage and reduced repricing risk; no disclosure of pledging or hedging flagged in proxy .
- Governance signals: Say-on-pay at 74% indicates moderate support with responsiveness (clawback adoption; clearer metrics; higher performance-based LTI) which may reduce compensation-related headwinds in future votes .