Andrew B. Foster
AEMETISAbout Andrew B. Foster
Andrew B. Foster is Executive Vice President and Chief Operating Officer (also referenced as President of North America Renewable Fuels) at Aemetis (AMTX). He joined Aemetis at its founding in 2006, is 59 years old, and oversees operations for the 65 million gallon per year Keyes, CA ethanol biorefinery and California dairy RNG assets; he has managed planning and implementation of over $150 million of capital projects and leads regulatory and carbon market compliance and monetization . Education: Bachelor of Arts, Marquette University; he serves on the Board of Governors for the Les Aspin Center for Government . Performance context: Aemetis’s Pay vs Performance table shows a 2024 shareholder return value of $108 for an initial $100 investment and GAAP net loss of $87.537 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The White House (George H.W. Bush) | Associate Director of Political Affairs | 1989–1992 | Federal policy and political operations experience |
| State of Illinois (Gov. Jim Edgar) | Deputy Chief of Staff and Campaign Manager | 1992–1998 | State-level executive operations and campaign leadership |
| Cadence Design Systems (NASDAQ: CDNS) | Senior management roles | Not disclosed | Enterprise software management experience |
| BMC Software | Senior management roles | Not disclosed | Enterprise software management experience |
| eSilicon Corporation | Senior management roles | Not disclosed | Semiconductor services/operations experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Les Aspin Center for Government (Marquette University) | Board of Governors | Not disclosed |
| Opportunity Stanislaus | Board of Directors | Not disclosed |
| Stanislaus 2030 | Executive Committee member | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (approved Jan 2025) |
|---|---|---|---|---|
| Base Salary ($) | $255,000 | $280,000 | $280,000 | $400,000 |
| Actual Bonus ($) | $85,000 | $300,000 | $0 | $125,000 (discretionary; approved Jan 16, 2025) |
Notes:
- Employment agreement provides for discretionary annual bonus rather than a fixed target % .
Performance Compensation
Equity Options Granted
| Attribute | 2023 Grant | 2024 Grant |
|---|---|---|
| Grant date | Jan 5, 2023 | Jan 18, 2024 |
| Options (shares) | 150,000 | 200,000 |
| Exercise price ($/share) | $3.75 | $3.09 |
| Term | 10 years | 10 years |
| Vesting | 1/12 of shares vest every 3 months from grant date | 1/12 of shares vest every 3 months from grant date |
| Grant-date fair value ($) | $514,694 | $527,534 |
Illustrative vesting cadence for the 2024 grant: quarterly vesting dates from 1/18/2024 every three months through 1/18/2027; each tranche equals one-twelfth of the original grant, per plan terms .
Annual Bonus Mechanics
| Metric | Weighting | Target | Actual | Payout Timing | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2023) | Discretionary (GCN Committee) | Not disclosed | $300,000 | Paid in 2023 | Cash |
| Annual cash bonus (2024) | Discretionary (GCN Committee) | Not disclosed | $0 | N/A | N/A |
| Discretionary bonus (Jan 2025 award) | Discretionary (GCN Committee) | Not disclosed | $125,000 | Awarded Jan 16, 2025; unpaid as of proxy date | Cash |
No performance metric weightings (e.g., EBITDA, revenue, TSR) are specified for NEO bonuses; bonuses are awarded at the Committee’s discretion based on holistic performance assessments and peer benchmarking .
Equity Ownership & Alignment
| Date (Record) | Stock Owned (#) | Options/Warrants Exercisable within 60 days (#) | Total Beneficially Owned (#) | Ownership % |
|---|---|---|---|---|
| Apr 3, 2024 | 0 | 467,082 | 467,082 | 1.1% |
| Mar 17, 2025 | 0 | 644,167 | 644,167 | 1.2% |
Vested vs unvested (as of Dec 31, 2024, from outstanding awards detail):
- Unexercisable options outstanding: 233,333 (sum of 8,333 from 1/6/2022, 12,500 from 8/18/2022, 62,500 from 1/5/2023, and 150,000 from 1/18/2024) .
- Exercisable options by grant are detailed in the outstanding awards table; vesting occurs quarterly per grant schedules .
Policy flags:
- Anti-hedging: hedging transactions are prohibited for officers, directors, employees, and related parties .
- Pledging: no pledging disclosure identified for Foster in proxy; if pledging existed, it would typically be disclosed—none found in the provided documents .
- Ownership guidelines: not disclosed in the proxy materials .
Employment Terms
| Term | 2024 Proxy (as of 12/31/2023) | 2025 Proxy (as of 3/17/2025) |
|---|---|---|
| Employment agreement effective | Jan 1, 2020 (EVP & COO) | Jan 1, 2020 (EVP & COO; salary updated for 2025) |
| Base salary | $280,000 | $400,000 (effective Jan 2025) |
| Bonus eligibility | Discretionary annual bonus | Discretionary annual bonus |
| Term and renewal | Initial 3 years; automatic 1-year renewals; 60-day notice to terminate at period-end | Same |
| Severance (no CIC) | 12 months base salary + company-paid health/dental/vision up to 6 months or earlier coverage; release required | 12 months base salary + company-paid health/dental/vision up to 12 months or earlier coverage; release required |
| Severance (with CIC; double-trigger) | Above severance plus immediate vesting of unvested equity (value depends on market vs strike) | Above severance plus immediate vesting of unvested equity (value depends on market vs strike) |
| Estimated CIC equity acceleration value (date basis) | $190,022 (as of 12/31/2023, at $5.24 market price) | $0 (as of proxy date; out-of-the-money at period pricing) |
| COBRA quantified (table) | $45,082 | $65,049 |
| Clawbacks | Not specifically disclosed in proxy | |
| Tax gross-ups | No excise tax gross-ups provided | |
| Non-compete / non-solicit | Not disclosed in proxy |
Investment Implications
- Pay-for-performance and time-based equity: Foster’s compensation relies on time-based option grants vesting quarterly over three years and discretionary bonuses rather than explicit financial metric weightings; this increases retention alignment but reduces direct pay link to pre-defined revenue/EBITDA targets .
- Vesting cadence and potential selling pressure: The 200,000 option grant from Jan 18, 2024 vests 1/12 quarterly through Jan 18, 2027, creating predictable new tradable supply as tranches vest, though selling decisions remain discretionary .
- Skin-in-the-game: Foster’s beneficial ownership is composed entirely of options (644,167 exercisable within 60 days at 3/17/2025; 1.2% of shares outstanding), implying alignment via option upside but limited direct share ownership; hedging is prohibited and no pledging is disclosed, mitigating misalignment risks .
- Retention economics: Severance improved from 6 to 12 months of company-paid health benefits while maintaining 12 months salary and providing double-trigger equity acceleration upon change-in-control, supporting executive retention but modestly increasing potential change-in-control costs; 2025 bonus awards underscore ongoing discretionary recognition .
- Performance backdrop: 2024 shareholder return metric indicates $108 value on $100 invested and GAAP net loss of $87.537 million, highlighting ongoing financial headwinds; absence of disclosed bonus metric weightings limits transparency into pay outcomes vs performance drivers .
Sources:
All claims and figures are sourced from Aemetis’s DEF 14A (2025) [1:*], DEF 14A (2024) [2:*], and 8-K Item 5.02 (Jan 23, 2025) [11:*] as cited inline above.