Eric A. McAfee
AEMETISAbout Eric A. McAfee
Eric A. McAfee, age 62, co-founded Aemetis in 2006 and has served as Chair of the Board since February 2006 and Chief Executive Officer since February 2007; he holds a B.S. in Management from Fresno State (1986), completed the Stanford GSB Executive Program (1993), Harvard Business School Private Equity & Venture Capital Program (2004), and was Entrepreneur in Residence at Wharton (2007) . Pay-versus-performance data show Aemetis shareholder return (value of $100 initial investment) of $494 in 2021, $159 in 2022, $210 in 2023, and $108 in 2024, with GAAP net losses of $(47.1) million, $(107.8) million, $(46.4) million, and $(87.5) million, respectively . In FY 2024, Aemetis revenue rose 43% year-over-year to $267.6 million, while operating loss was $(40.4) million and net loss was $(87.5) million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aemetis, Inc. | Chair of the Board | 2006–present | Founder-led governance; oversight of multi-segment low-CI fuels strategy . |
| Aemetis, Inc. | Chief Executive Officer | 2007–present | Execution across ethanol, RNG, India biodiesel; project development (SAF/RD, CCUS) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacific Ethanol (now Alto) | Co-founder | 2003– | Built ethanol producer/marketer; industry experience . |
| Raw Farm | Chair & Co-founder | n/a | Operates two dairies; supply chain adjacency to RNG/dairy network . |
| Wharton School (MBA Program) | Entrepreneur in Residence | 2007 | Venture/scaling expertise . |
| Stanford GSB | Executive Program graduate | 1993 | Leadership development . |
| Harvard Business School | PE/VC Program graduate | 2004 | Capital markets/transactions . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 335,000 | 360,000 | 360,000 |
| Bonus ($) | 125,000 | 375,000 | 0 |
| All Other Compensation ($) | 0 | 350,000 (guarantee fee) | 350,000 (guarantee fee) |
| Total Compensation ($) | 460,000 | 1,760,000 | 1,637,000 |
- 2025 updates: the Compensation Committee raised McAfee’s annual base salary to $500,000 and approved a one-time $200,000 bonus in January 2025 .
Performance Compensation
| Component | Grant Date | Instrument | Size | Terms/Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| Annual Equity | 1/18/2024 | Stock award | 300,000 shares | Vesting not specified in proxy | 927,000 |
| Annual Equity (non-CEO peers, context) | 1/18/2024 | Stock options (each NEO) | 200,000 options | 10-year term; vests 1/12 quarterly over 3 years | 527,534 per NEO |
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Financial/operational metrics tied to CEO pay | Not disclosed | n/a | n/a | Discretionary | Committee applied peer benchmarking; exercised discretion on bonuses (larger in Oct 2023; none in 2024; new bonuses Jan 2025) . |
- Anti-hedging policy prohibits hedging of company stock by directors/officers and their households .
- No excise tax gross-ups are provided to executives under 280G/4999 .
Equity Ownership & Alignment
| Holder | Shares Owned | Indirect Holdings | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Eric A. McAfee | 835,768 (personal) | 2,781,548 (McAfee Capital LLC) | 3,617,316 | 6.8% |
- Vested vs. unvested breakdown for CEO not disclosed; CEO held no exercisable options per beneficial table (dash for options), consistent with equity acceleration value of $0 in severance table .
- Anti-hedging policy in effect; no pledging of company stock disclosed in proxy .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Effective Jan 1, 2020; base salary set by Board/GCN; discretionary annual bonus; initial 3-year term with automatic 1-year renewals unless terminated with 60-days’ notice . |
| Severance (no change-in-control) | 12 months base salary ($500,000) + up to 12 months COBRA ($40,974) upon termination without cause or constructive termination, subject to release . |
| Severance (with change-in-control) | Same cash/COBRA terms; plus immediate vesting of unvested equity for double-trigger termination; equity acceleration value shown as $0 for CEO (no unvested options) . |
| Clawback | Not disclosed in proxy; Insider Trading Policy and Code of Ethics emphasized . |
| Non-compete/Non-solicit | Not disclosed in proxy. |
Board Governance
- Board service history: Class I director; current term ended 2025 and extended to 2028 upon reelection; Director since 2006 .
- Roles/committees: McAfee is Chair of the Board and CEO (dual role) and member of the Pricing Committee; not on Audit or GCN committees; Lead Independent Director (Francis Barton) presides over executive sessions .
- Independence: Board determined McAfee is not independent due to executive role; all other directors independent .
- Board activity/attendance: Board held six meetings in 2024; all directors attended Board/committee meetings, except one director missed one committee meeting due to medical emergency .
- Director compensation (context): Non-employee director cash retainers and stock grants outlined; Lead Independent Director/Audit Chair received incremental shares; meeting fees in stock; options vest quarterly over two years for new directors .
Director Compensation (for completeness; McAfee’s pay shown under Executive Compensation)
| Item | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $75,000; plus $24,000 Lead Independent Director; $25,000 Audit Chair; $18,000 GCN Chair . |
| Annual equity grants (2024) | 11,000 shares standard; additional 2,500 (GCN Chair) and 6,000 (Lead Independent/Audit Chair) . |
| Meeting fees | $4,000 per year paid in stock . |
Other Directorships & Interlocks
- Current/past roles include Pacific Ethanol co-founder, Raw Farm Chair/co-founder; no disclosed interlocks creating conflicts at Aemetis in proxy; related party transactions addressed via policy/approval .
Compensation Structure Analysis
- Cash-to-equity mix shifted toward equity in 2024 (zero cash bonus; $927k stock award) after larger discretionary cash bonuses in 2023; base salary increased materially for 2025, indicating higher fixed pay amid ongoing losses .
- Committee used independent consultant and peer benchmarking; exercised discretion on annual bonuses rather than formulaic performance metrics; non-CEO equity awards time-based options (reduced at-risk tied to absolute metrics) .
- Company states no excise tax gross-ups and maintains anti-hedging policy, which supports alignment .
Related Party Transactions (Governance red flags)
- Guarantee fees: Company paid McAfee $350,000 in 2023 and $350,000 in 2024 for personal/LLC guarantees of portions of Company debt to Third Eye Capital; Company owed McAfee and McAfee Capital $1,060,267 at year-end 2024 (including unpaid 2023 bonus $300,000 and reimbursements/fees) .
- Family employment: Brother (Adam McAfee, VP Finance) total comp $386,912 in 2024; son-in-law (Spencer Petty, Manager of Sales & Trading) total comp $473,824 in 2024; both awarded stock options; subject to related party policy with Audit Committee oversight .
Risk Indicators & Red Flags
- Going concern: Recurring losses and net capital deficiency; substantial doubt about ability to continue as a going concern; heavy debt reliance and required remittance of excess cash to senior lender .
- High leverage: ~$218.1 million owed to Third Eye Capital as of Dec 31, 2024; maturities extend into 2026 with portions due on demand; refinancing risk if lender accommodations cease .
- Internal controls: Material weaknesses in ITGCs and India segment controls; auditor concluded ICFR ineffective as of Dec 31, 2024 .
- Management transition risk: CFO communicated desire to retire in 2025, increasing near-term leadership continuity risk .
- Regulatory/credit reliance: Monetization of LCFS, RINs, IRA credits central to liquidity; policy changes and legal uncertainty (e.g., Loper decision and executive actions) could impair credit markets and funding .
Compensation Peer Group & Say-on-Pay
- Peer benchmarking: Committee consulted an independent third-party firm and reviewed peer compensation ranges prior to decisions; specific peer group names not disclosed .
- Say-on-Pay: 2025 advisory vote approved with 83% support (10,875,885 “for” of votes cast) .
Performance & Execution Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of $100 initial investment (TSR proxy measure) | 494 | 159 | 210 | 108 |
| GAAP Net Income ($000s) | (47,147) | (107,758) | (46,420) | (87,537) |
- Project delivery: Seven CARB RNG pathways approved; 12 operating digesters generated 114,000 MMBtu and $4 million revenue in Q3 2025; signed $57 million of new equipment contracts in 2025 including $30 million MVR expected to add $32 million to annual operating cash flow .
- Segment revenues (FY 2024): California Ethanol $161.8m, India Biodiesel $92.8m, California RNG $13.0m; ethanol ran 110% of nameplate; RNG ramped with LCFS/D3 RIN sales .
Equity Ownership & Insider Selling Pressure (Mechanics)
- Ownership alignment: McAfee beneficially owns 6.8% of shares; anti-hedging policy in place; no pledging disclosed .
- Vesting flow/supply: CEO’s 2024 equity grant was stock; vesting terms not disclosed; no unvested option acceleration value shown, limiting forced sale triggers tied to option exercises; note ongoing guarantee fee arrangements create cash claims from company to McAfee .
Investment Implications
- Alignment vs. risk: Founder-CEO with 6.8% ownership and anti-hedging policy supports alignment, but related party guarantee fees and family employment are governance overhangs; going concern and control weaknesses elevate risk premium .
- Pay structure: Shift to equity in 2024 and higher fixed salary in 2025 suggests retention priority amid operational losses; lack of disclosed performance metrics reduces pay-for-performance transparency .
- Execution optionality: MVR and RNG pathway approvals may improve unit economics and cash flows, but leverage/refinancing and policy credit monetization are critical to thesis .
- Trading signals: Say-on-pay support at 83% indicates shareholder tolerance for current pay design; monitor insider-related cash receivables/guarantee fee disclosures, ICFR remediation, and senior lender amendments as catalysts for sentiment and liquidity .