J. Michael Rockett
AEMETISAbout J. Michael Rockett
J. Michael “Mike” Rockett is Executive Vice President, General Counsel, and Corporate Secretary of Aemetis (AMTX), appointed effective August 28, 2023. He is 60 years old, with a B.A. in Economics from Dartmouth College and a J.D., magna cum laude, from Lewis & Clark Law School; his background spans DOJ environmental enforcement, BigLaw (Pillsbury Winthrop), and GC of InEnTec, with deep expertise in environmental law, low-carbon fuels, and industrial permitting . Company performance context during his tenure window: Aemetis’ GAAP net income was $(46.4)mm in 2023 and $(87.5)mm in 2024; the Aemetis shareholder return index (initial $100) was $210 in 2023 and $108 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Department of Justice (ENRD) | Trial Attorney | Prior to 2023 (not specified) | Environmental enforcement and litigation experience relevant to permitting and compliance . |
| Pillsbury Winthrop Shaw Pittman LLP | Senior Associate (Attorney) | Prior to 2023 (not specified) | Corporate/energy/environmental matters; commercial law grounding . |
| InEnTec Inc. | Vice President, General Counsel, and Corporate Secretary | Prior to 2023 (not specified) | GC for waste-to-fuels developer; sector knowledge in low-carbon fuels and industrial facilities . |
External Roles
- No public company board roles disclosed for Rockett in the proxy or appointment 8-K .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (annual rate) | $280,000 | $280,000 | $400,000 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Cash Bonus Paid | $100,000 (one-time) | $0 | $0 (one-time $125,000 approved Jan 2025; unpaid as of proxy) |
Note: In January 2025, the committee approved a one-time $125,000 bonus for Rockett for 2024 service; it remained unpaid as of the April 1, 2025 proxy date .
Performance Compensation
Annual Cash Bonus Outcomes
| Year | Metric | Weighting | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 | Discretionary (committee-reviewed) | N/A | Not disclosed | $100,000 | Paid per Oct 2023 committee action . |
| 2024 (approved Jan 2025) | Discretionary (committee-reviewed) | N/A | Not disclosed | $125,000 | Approved Jan 16, 2025; unpaid as of proxy . |
- Committee used a third-party peer analysis and discretionary judgment in recent decisions (no formulaic metric weighting disclosed) .
Equity Incentive Grants (Service‑based Options)
| Grant Date | Type | Shares | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 05/16/2023 | Stock Options | 100,000 | $1.88 | 05/16/2033 | Quarterly over 3 years (service-based) . |
| 01/18/2024 | Stock Options | 200,000 | $3.09 | 01/18/2034 | 1/12 of shares vest every 3 months from grant (3-year service vesting) . |
- No option award modifications in 2024 .
- Exercise price set at NASDAQ close on grant date .
Equity Ownership & Alignment
Beneficial Ownership (as of March 17, 2025)
| Holder | Stock Owned (Shares) | Options/Warrants Exercisable (Shares) | Total Beneficial (Shares) | % Outstanding |
|---|---|---|---|---|
| J. Michael Rockett | 0 | 158,333 | 158,333 | <1% |
- Anti‑hedging policy prohibits employees, officers, and directors (and related persons) from engaging in hedging transactions in company stock .
- No specific disclosure regarding stock pledging in the cited filings; insider trading policy addresses hedging prohibition .
Outstanding Option Detail (as of December 31, 2024)
| Award Date | Exercisable (Shares) | Unexercisable (Shares) | Exercise Price | Expiration |
|---|---|---|---|---|
| 05/16/2023 | 41,667 | 58,333 | $1.88 | 05/16/2033 |
| 01/18/2024 | 50,000 | 150,000 | $3.09 | 01/18/2034 |
| Total | 91,667 | 208,333 | — | — |
- No stock option exercises by executive officers in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Role and Start Date | Appointed EVP, General Counsel, and Corporate Secretary effective Aug 28, 2023 . |
| Contract Term | Initial 3-year term with automatic one-year renewals unless terminated with 60 days’ notice before end of term . |
| Base Salary | Initial $280,000; increased to $400,000 effective January 2025 . |
| Bonus Eligibility | Discretionary annual bonus consistent with other EVPs; criteria set and evaluated by CEO/committee . |
| Severance (No CIC) | 12 months base salary plus up to 12 months company-paid health, dental, vision (COBRA) upon involuntary termination without cause or constructive termination, subject to release . |
| Severance (With CIC) | Double-trigger: if terminated without cause or constructively terminated on/after a Change in Control, unvested equity vests 100% in addition to cash severance and benefits . |
| Estimated Severance (Proxy assumptions) | Termination without cause/constructive termination: Salary $400,000; COBRA $35,236; with CIC: same plus equity acceleration value estimated at $4,461 (based on proxy valuation method) . |
| Conduct/Restrictions | During employment, may not engage in directly competitive employment or consulting for remuneration without prior approval; standard indemnification and arbitration agreements in place . |
| Tax Gross‑Ups | Company states it does not provide excise tax gross‑ups to executives . |
Company Performance Context (Pay vs. Performance Disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Aemetis Shareholder Return (Initial $100) | $159 | $210 | $108 |
| GAAP Net Income ($000s) | $(107,758) | $(46,420) | $(87,537) |
| Source: Company Pay vs. Performance table . |
Compensation Committee and Governance Notes
- GCN Committee members in 2024: Lydia I. Beebe (Chair), Francis P. Barton, John R. Block; all independent under SEC/NASDAQ rules .
- Committee consulted an independent third‑party compensation firm and reviewed peer-company data before approving salaries/bonuses and equity awards .
- Insider Trading Policy includes an anti-hedging prohibition; the board adopted a Code of Business Conduct and Ethics; no waivers granted in 2024 .
- Related party transactions disclosed in 2024 involve the CEO’s relatives (VP of Finance and a manager), not Rockett .
Investment Implications
- Pay-for-performance alignment is primarily discretionary near-term (bonuses) and time-based for long-term (options), with no disclosed formulaic performance metrics or PSUs for Rockett; this lowers explicit metric linkage but maintains equity exposure via options .
- Retention risk appears mitigated by 12 months salary/benefits severance and ongoing quarterly vesting; CIC protection is double‑trigger with full equity acceleration on termination, supporting continuity through strategic events .
- Ownership alignment: Rockett beneficially owns <1% (via options); anti‑hedging policy helps alignment, but low outright share ownership and service‑based options suggest moderate alignment versus performance‑conditioned equity .
- Potential selling pressure cadence: options vest quarterly; however, no executive option exercises occurred in 2024, and current equity acceleration value under proxy assumptions is minimal, implying many grants may be out‑of‑the‑money at those reference prices .
- Governance signals: independent GCN oversight and no excise tax gross‑ups are positives; family-related employment disclosed for CEO’s relatives warrants monitoring as a governance consideration (Audit/GCN oversight in place) .