Francis P. Barton
AEMETISAbout Francis P. Barton
Francis P. Barton (age 78) has served on Aemetis’ Board since August 2012; he is Lead Independent Director, Audit Committee Chair, and a member of the Governance, Compensation & Nominating (GCN) Committee and the Pricing Committee. Barton is an SEC/NASDAQ-designated “audit committee financial expert,” with prior CFO roles at UTStarcom, Atmel, BroadVision, AMD, and Amdahl, and earlier finance leadership at Digital Equipment; he holds a B.S. from Worcester Polytechnic Institute and an MBA in finance from Northeastern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UTStarcom, Inc. | EVP & CFO; Director | CFO 2005–2008; Director 2006–2008 | Senior finance leadership |
| Atmel Corporation | EVP & CFO | 2003–2005 | Senior finance leadership |
| BroadVision Inc. | EVP & CFO | 2001–2003 | Senior finance leadership |
| Advanced Micro Devices (AMD) | SVP & CFO | 1998–2001 | Senior finance leadership |
| Amdahl Corporation | VP & CFO | 1996–1998 | Senior finance leadership |
| Digital Equipment Corporation | Finance roles to PC Division CFO | 1974–1996 | Division-level CFO; progressed through finance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ON Semiconductor | Director | 2008–2011 | Board service |
| SoSo Cards | Director | Since Jan 2013 | Board service |
| Inventergy | Director | Since Jan 2014 | Audit Chair; member Compensation, Governance & Nominating |
| Etubics, Inc. | Director | 2014–2016 | Audit Chair; member Compensation, Governance & Nominating |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Barton is independent and designated Lead Independent Director .
- Committee roles: Audit Committee Chair; GCN Committee Member; Pricing Committee Member .
- Audit financial expert: Board designated Barton as an “audit committee financial expert” .
- Meetings and attendance: Board held six meetings in 2024; directors attended all Board and committee meetings, with one director missing one committee meeting due to a medical emergency (no individual named) .
- Committee activity: Audit Committee held four meetings in 2024; GCN Committee held six meetings in 2024 .
- Oversight scope: Audit Committee oversees financial reporting, internal controls, auditor independence, and reviews/approves related-party transactions; meets with auditors quarterly without management present .
- Board structure: Classified board with staggered three-year terms; Barton is a Class I director nominated in 2025 for a term ending 2028 if reelected .
Committee Assignments and Activity (2024)
| Committee | Role | 2024 Meetings | Independence/Designation |
|---|---|---|---|
| Audit | Chair | 4 | Independent; Rule 10A-3 heightened independence; Audit financial expert |
| Governance, Compensation & Nominating (GCN) | Member | 6 | Independent (committee meets NASDAQ compensation independence factors) |
| Pricing | Member | Not disclosed | Independent director |
Fixed Compensation
- Policy components: Cash annual retainer $75,000; Lead Independent Director retainer $24,000; Audit Committee Chair retainer $25,000; meeting fees set at $4,000 per year, paid in stock grants since Jan 2021 .
- Barton’s 2024 director cash fees earned total $124,000 (75k base + 24k LID + 25k Audit Chair) .
| 2024 Fixed Compensation Component | Amount (USD) |
|---|---|
| Cash annual retainer | $75,000 |
| Lead Independent Director retainer | $24,000 |
| Audit Committee Chair retainer | $25,000 |
| Meeting fees (paid in stock) | $4,000 |
| Total cash fees earned (excl. equity) | $124,000 |
In 2024, the company issued 64,767 shares to independent directors valued at $265,000 (based on $4.09 closing price on Nov. 21, 2024) to pay accrued but unpaid director fees; as of Dec. 31, 2024, there were no accrued payables to independent directors .
Performance Compensation
- Structure: Non-employee director equity awards are discretionary annual grants with immediate vesting under the Amended & Restated 2019 Stock Plan; awards are service-based, not performance-conditioned .
- 2024 grants: Each non-employee director received 10,000 shares plus 1,000 shares in lieu of meeting fees; Barton received an additional 6,000 shares for duties as Lead Independent Director and Audit Chair (total 17,000 shares; fair value $52,530) .
| Equity Grants (2024) | Shares | Fair Value (USD) |
|---|---|---|
| Annual stock grant | 10,000 | Included in total |
| Meeting fee in stock | 1,000 | Included in total |
| Additional shares for LID & Audit Chair | 6,000 | Included in total |
| Total stock awards (Francis P. Barton) | 17,000 | $52,530 |
Option Awards & Vesting
- Initial director option grant: 10,000 options upon becoming a director; vests quarterly over two years, subject to continued service .
- Outstanding exercisable options/warrants (as of Dec. 31, 2024) :
| Award Date | Number of Shares (All Exercisable) | Exercise Price | Expiration |
|---|---|---|---|
| 12/10/2015 | 15,000 | $2.59 | 12/10/2025 |
| 05/19/2016 | 31,000 | $2.54 | 05/21/2026 |
| 01/19/2017 | 50,000 | $1.72 | 01/19/2027 |
| 05/17/2018 | 30,000 | $1.71 | 05/16/2028 |
| 01/08/2019 | 40,000 | $0.70 | 01/07/2029 |
| 06/06/2019 | 12,500 | $0.92 | 06/05/2029 |
| 01/07/2021 | 70,000 | $3.09 | 01/07/2031 |
Compensation Metrics Table (Directors)
| Metric Category | Applies to Non-Employee Directors? | Disclosure |
|---|---|---|
| TSR percentile targets | No | Not disclosed for directors; director equity awards are service-based with immediate vesting |
| Revenue/EBITDA metrics | No | Not disclosed for directors |
| ESG goals | No | Not disclosed for directors |
| Discretionary equity grants | Yes | Annual stock grants; meeting fees paid in stock; role-based additional shares |
Director Compensation – Year-over-Year
| Year | Fees Earned (USD) | Stock Awards (Shares) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|---|
| 2023 | $124,000 | 17,070 | $64,013 | $188,013 |
| 2024 | $124,000 | 17,000 | $52,530 | $176,530 |
Other Directorships & Interlocks
- Current/past boards: ON Semiconductor (2008–2011); SoSo Cards (since Jan 2013); Inventergy (since Jan 2014; Audit Chair and member of Compensation, Governance & Nominating); Etubics (2014–2016; Audit Chair and member of Compensation, Governance & Nominating) .
- Interlocks/conflicts: No shared directorships with Aemetis’ disclosed customers/suppliers noted; Audit Committee oversees related-party transactions .
- Related party exposure at company: CEO’s brother (Adam McAfee) employed as VP of Finance with salary, bonus and option grant; the Audit Committee has purview over related-party transactions .
Expertise & Qualifications
- Deep CFO experience across multiple technology and semiconductor firms; extensive public company financial reporting and controls oversight .
- SEC/NASDAQ “audit committee financial expert” designation .
- Education: B.S. (WPI); MBA in finance (Northeastern University) .
Equity Ownership
| Metric | As of Apr 3, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Shares owned (direct/indirect) | 196,893 | 234,970 |
| Options/warrants exercisable | 248,500 | 248,500 |
| Total beneficial ownership (shares) | 445,393 | 483,470 |
| Ownership percentage | 1.0% | <1% (asterisk) |
| Shares outstanding (reference) | 42,691,758 | 53,319,340 |
Insider trading policy prohibits hedging in company stock for directors, officers, employees, and their households; no waivers of the Code of Business Conduct and Ethics were granted in 2024 .
Governance Assessment
- Board effectiveness: Barton’s long tenure and audit expertise strengthen financial oversight; as LID, he presides over executive sessions and supports independent board leadership alongside a combined Chair/CEO structure .
- Independence and attendance: Independent under SEC/NASDAQ rules; Board reported full attendance in 2024 aside from one director’s single committee absence due to medical emergency (no individual named) .
- Compensation alignment: Director pay emphasizes fixed retainers and modest annual equity grants with immediate vesting; Barton’s cash fees align with role-based responsibilities (LID and Audit Chair), with equity awards used in lieu of meeting fees and additional shares for committee leadership .
- Ownership: Barton beneficially owns 483,470 shares including exercisable options (<1% of shares outstanding as of Mar 17, 2025), providing some alignment though not a large stake .
- RED FLAGS / risks:
- Classified board structure can entrench directors (three-year staggered terms) .
- Combined Chair/CEO may dilute independent oversight; mitigated by LID role .
- Related-party employment (CEO’s brother in finance) presents potential conflict; Audit Committee oversight is explicitly responsible for reviewing related-party transactions .
- Use of stock to settle accrued director fees in 2024 eliminated payables but signals cash constraints; governance-wise, it removed outstanding obligations to independent directors .
- Process quality: Audit Committee meets quarterly with auditors without management and annually recommends inclusion of audited financials, indicating rigor in financial reporting oversight .
- Compensation governance: GCN Committee uses a third-party compensation consultant for peer benchmarking in executive pay reviews, suggesting structured processes; no consultant conflicts disclosed in the proxy .