John R. Block
AEMETISAbout John R. Block
John R. Block is an independent director of Aemetis, Inc. (AMTX), age 90, serving on the Board since October 2008 and currently classified as a Class II director with a term expiring in 2026 . He is a member of the Governance, Compensation and Nominating (GCN) Committee, with a background as U.S. Secretary of Agriculture (1981–1986), and holds a B.A. from the United States Military Academy; he is currently an Illinois farmer, bringing deep agricultural and policy expertise to the board . The Board has determined he is independent under SEC and NASDAQ rules (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Agriculture | Secretary of Agriculture | 1981–1986 | Led federal agricultural policy; extensive commodities and policy experience |
| Olsson Frank Weeda Terman Bode Matz PC | Senior Policy Advisor | 2005–2023 | Advised food industry on policy/regulatory matters |
| Food Marketing Institute | Executive Vice President | 2002–2005 | Represented food retailers/wholesalers |
| Food Distributors International | President | 1986–2002 | Industry leadership across food distribution |
External Roles
| Organization | Role | Status |
|---|---|---|
| Digital Angel Corporation | Director | Current per proxy biography |
| Metamorphix, Inc. | Director | Current per proxy biography |
| Deere & Co. | Director | Prior service |
| Hormel Foods Corporation | Director | Prior service |
| Blast Energy Services, Inc. | Director | Prior service |
Board Governance
- Committee assignments: Member, Governance, Compensation and Nominating Committee; not on Audit or Pricing .
- Committee chairs: None; GCN chaired by Lydia I. Beebe; Audit chaired by Francis P. Barton; Barton is Lead Independent Director .
- Independence: Independent director (Board determined all directors except CEO are independent) .
- Board classification and term: Class II director; term expires 2026 .
- Meetings and attendance: Board held six meetings in 2024; Audit Committee held four, GCN Committee held six; the Company states each Director attended all Board and committee meetings they served on in 2024, except one director missed one committee meeting due to a medical emergency (director not specified) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Cash Fees ($) | Meeting Fees | Equity Grants (Shares) | Equity Grant FV ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 75,000 | 0 (no chair roles) | Paid in stock; $4,000 set in equity since 2021 | 11,000 | 33,990 | 108,990 |
| 2023 | 75,000 | 0 (no chair roles) | Paid in stock; $4,000 set in equity since 2021 | 11,070 | 41,513 | 116,513 |
- Policy elements: Non-employee directors receive $75,000 annual cash retainer; Lead Independent Director (+$24,000), Audit Chair (+$25,000), GCN Chair (+$18,000); meeting fees are $4,000/year paid in stock grants; initial option grant upon joining the Board is 10,000 options vesting quarterly over two years; additional annual equity grants at the GCN Committee’s discretion .
Performance Compensation
- Annual equity awards (2024): 10,000 shares as annual compensation plus 1,000 shares in lieu of meeting fees (total 11,000 shares); immediate vesting under the Amended and Restated 2019 Stock Plan .
- Vesting mechanics: Director stock grants vest immediately; initial director option award (at onboarding) vests quarterly over two years; subsequent option awards (for executives) typically vest 1/12 quarterly over three years; director options outstanding are fully exercisable for Block (see table) .
| Options Outstanding (as of 12/31/2024) | Shares (Exercisable) | Exercise Price ($/sh) | Expiration Date |
|---|---|---|---|
| Grant 1 | 40,000 | 0.70 | 1/18/2028 |
| Grant 2 | 25,000 | 1.71 | 5/16/2028 |
| Grant 3 | 40,000 | 0.70 | 1/7/2029 |
| Grant 4 | 8,000 | 0.92 | 6/5/2029 |
| Grant 5 | 40,000 | 0.86 | 1/9/2030 |
| Grant 6 | 109,000 | 0.60 | 3/28/2035 |
Other Directorships & Interlocks
| Company | Relationship to AMTX | Potential Interlock/Conflict Notes |
|---|---|---|
| Digital Angel Corporation | No disclosed relationship to AMTX | Current directorship per proxy; no AMTX-related transaction disclosed |
| Metamorphix, Inc. | No disclosed relationship to AMTX | Current directorship per proxy; no AMTX-related transaction disclosed |
| Deere & Co.; Hormel Foods Corp.; Blast Energy Services, Inc. | Prior boards | Historical roles; no current AMTX interlocks disclosed |
Expertise & Qualifications
- Agricultural policy and commodity markets expertise from service as U.S. Secretary of Agriculture (1981–1986), supporting AMTX’s biofuels and ag-linked strategy .
- Industry leadership across food distribution and marketing, including Food Distributors International (President, 1986–2002) and Food Marketing Institute (EVP, 2002–2005), relevant to supply chain and market dynamics .
- Governance exposure via multiple public and private boards; contributes to committee work on governance and compensation .
- Education: Bachelor of Arts, United States Military Academy, providing foundational leadership training .
Equity Ownership
| As-of Date | Shares Owned | Options/Warrants Exercisable | Total Beneficial Shares | Ownership % |
|---|---|---|---|---|
| 3/17/2025 | 34,330 | 262,000 | 296,330 | <1% |
| 4/3/2024 | 41,490 | 262,000 | 303,490 | <1% |
- Section 16(a) compliance: Company states all directors complied with beneficial ownership reporting for 2024/2023 .
- Anti-hedging policy: Directors, officers, employees (and immediate families/households) are prohibited from hedging AMTX stock .
- Pledging: No pledging disclosed for Block in proxy .
Governance Assessment
- Independence and committee role: Block is independent and serves on the GCN Committee, which oversees CEO/NEO compensation, board evaluation, governance principles, and director nominations—central to board effectiveness and pay governance .
- Engagement: Board held six meetings in 2024; GCN held six; the proxy indicates full attendance except one unnamed director missing one committee meeting due to medical emergency; overall suggests sustained engagement .
- Compensation alignment: Director pay is modest in cash ($75k) with annual equity grants and meeting fees in stock, creating ongoing equity exposure; Block received 11,000 shares in 2024 and 11,070 in 2023, with immediate vesting per plan .
- Interlocks/related parties: The Company discloses related party transactions involving the CEO’s family (VP Finance and Sales Manager) but none involving Block; Audit Committee reviews and approves related party transactions under written policy—mitigating conflict risks .
- Risk indicators: Advanced age (90) raises board refresh continuity considerations and potential succession planning needs for committee workload; not a committee chair, which may limit workload risk but also reduces leadership leverage .
- Controls and policies: Anti-hedging policy, Code of Business Conduct (no waivers granted in 2024), and Section 16 compliance disclosures support investor alignment and compliance .
RED FLAGS
- Advanced age (90) implies succession/refresh risk for governance continuity and potential limits on long-term engagement capacity .
- Company-level related party transactions with the CEO’s family (not involving Block) may draw governance scrutiny; Audit Committee oversight in place .
Positive Signals
- Independent status and service on GCN Committee, with no compensation interlocks disclosed for GCN members in 2024, support governance quality .
- Consistent director equity exposure via annual stock grants and significant legacy options fosters shareholder alignment .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) Compliance | Company states all directors complied with Section 16(a) reporting for 2024/2023 |
| Form 4 Transactions | Not detailed in the proxy; no Block-specific transactions disclosed therein |
Committee Composition Snapshot (2024–2025)
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Barton; Boness; Simon | Barton | 4 |
| Governance, Compensation & Nominating | Barton; Beebe; Block | Beebe | 6 |
| Pricing | McAfee; Barton | — | — |
Director Compensation Detail (Policy)
| Element | Policy |
|---|---|
| Annual Cash Retainer | $75,000 per non-employee director |
| Lead Independent Director | +$24,000 |
| Audit Chair | +$25,000 |
| GCN Chair | +$18,000 |
| Meeting Fees | $4,000/year paid in stock grants since 2021 |
| Initial Director Options | 10,000 options; vest quarterly over two years |
| Annual Equity Grants | Discretionary annual grants (e.g., 10,000 shares + meeting fee shares) |
Related Party Transactions and Policies
- Policy: Written related party transaction policy; Audit Committee reviews/approves; GCN oversees certain compensation arrangements .
- 2024/2023 Transactions: Disclosed compensation for CEO’s brother (VP Finance) and son-in-law (Sales & Trading Manager); no transactions disclosed involving Block .
Notes on Say-on-Pay and Shareholder Feedback
- 2025 proxy includes non-binding advisory vote (say-on-pay) proposal and Board support; historical approval percentages not disclosed in the proxy sections reviewed .
Compensation Committee Interlocks
- 2024 disclosure: No GCN Committee member was an officer/employee or had relationships requiring disclosure; no compensation committee interlocks with other entities .
Board Diversity and Meeting Attendance (Context)
- Board diversity matrix (6 directors; 2 female, 4 male; self-reported demographics) .
- Annual meeting attendance: Four directors attended the 2024 annual meeting; no individual names specified .