Lydia I. Beebe
AEMETISAbout Lydia I. Beebe
Independent director of Aemetis since November 2016; age 72 and currently serving a Class II term expiring in 2026. Former Chief Governance Officer and Corporate Secretary at Chevron; Principal of LIBB Advisors; previously Senior of Counsel at Wilson Sonsini (2015–2017). Education: B.S. in Journalism (University of Kansas), J.D. (University of Kansas), MBA (Golden Gate University). Chair of Aemetis’ Governance, Compensation & Nominating (GCN) Committee; confirmed independent under NASDAQ/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Corporate Secretary; Chief Governance Officer | Corporate Secretary 1995–2015; Chief Governance Officer 2007–2015 | First female corporate officer in Chevron’s 127-year history; led governance programs |
| Wilson Sonsini Goodrich & Rosati | Senior of Counsel | 2015–2017 | Governance advisory |
| LIBB Advisors | Principal | Ongoing | Corporate governance consulting |
External Roles
| Organization | Role | Status |
|---|---|---|
| EQT Corporation (NYSE: EQT) | Director | Current |
| Paxon Energy & Infrastructure | Board member | Current |
| Stanford University’s Rock Center for Corporate Governance | Board member | Current |
| Kansas City Southern (NYSE: KSU) | Director | Prior |
| HCC Insurance Holdings (NYSE: HCC) | Director | Prior |
| Council of Institutional Investors; Presidio Trust; Univ. of Delaware Weinberg Center; California FEHC | Board/commission roles | Prior |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Ms. Beebe is independent. Lead Independent Director: Francis P. Barton.
- Committee assignments: Chair, Governance, Compensation & Nominating (GCN) Committee; not on Audit or Pricing Committees. GCN members (2024): Barton, Beebe (Chair), Block; six meetings in 2024. Audit Committee held four meetings in 2024.
- Attendance and engagement: The Board held six meetings in 2024; each director attended all Board and committee meetings for their service, except one director missed one committee meeting due to a medical emergency (near-perfect attendance overall).
- Policies: Anti-hedging policy prohibits directors, officers, employees and their households from hedging company stock. Code of Conduct covers conflicts of interest and insider trading. No waivers granted in 2024.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $75,000 | $75,000 |
| GCN Chair Retainer ($) | $18,000 | $18,000 |
| Meeting Fees (policy; paid in stock) | $4,000; paid in RSAs | $4,000; paid in stock |
| Fees Earned ($) | $93,000 | $93,000 |
| Stock Awards (Shares) | 13,570 | 13,500 |
| Stock Awards ($) | $50,888 | $41,715 |
| Total ($) | $143,888 | $134,715 |
Notes:
- Director fee policy: $75k annual cash retainer; $18k for GCN Chair; $24k Lead Independent Director; $25k Audit Chair; meeting fees $4k set in 2021, paid in stock.
- In 2024, the company issued 64,767 shares with an aggregate value of $265k to independent directors as payment for accrued but unpaid director fees, eliminating director fee payables by year-end (signal of liquidity management and alignment).
Performance Compensation
| Equity Component | 2023 | 2024 | Vesting |
|---|---|---|---|
| Annual stock grant (Director compensation) | 10,000 shares | 10,000 shares | Immediate |
| Meeting fee stock grant | 1,070 shares | 1,000 shares | Immediate |
| GCN Chair extra shares | 2,500 shares | 2,500 shares | Immediate |
Directors Outstanding Options (as of 12/31/2024):
| Award Date | Shares (all exercisable) | Exercise Price | Expiration |
|---|---|---|---|
| 11/17/2016 | 10,000 | $1.85 | 11/17/2026 |
| 1/19/2017 | 15,000 | $1.72 | 1/19/2027 |
| 11/16/2017 | 10,000 | $0.67 | 11/16/2027 |
| 5/17/2018 | 30,000 | $1.71 | 5/16/2028 |
| 6/6/2019 | 10,000 | $0.92 | 6/5/2029 |
| 1/9/2020 | 50,000 | $0.86 | 1/9/2030 |
| 3/28/2020 | 5,000 | $0.60 | 3/28/2035 |
| 1/7/2021 | 60,000 | $3.09 | 1/7/2031 |
- Initial director option grants: 10,000 shares upon joining, vesting quarterly over two years (time-based; no performance metrics disclosed).
Other Directorships & Interlocks
| Company/Institution | Industry | Role | Interlock/Conflict Notes |
|---|---|---|---|
| EQT Corporation (NYSE: EQT) | Natural gas | Director | External energy board; no disclosed related-party transactions with Aemetis |
| Paxon Energy & Infrastructure | Energy services | Board member | Private board; no related-party exposure disclosed |
| Stanford Rock Center for Corporate Governance | Academic | Board member | Governance thought leadership |
Expertise & Qualifications
- Governance specialist (Chevron Chief Governance Officer and Corporate Secretary; governance consulting via LIBB Advisors).
- Legal credentials (J.D.) and MBA; Senior of Counsel at Wilson Sonsini (2015–2017).
- Energy sector experience; service on major public company boards (EQT; prior KCS, HCC).
Equity Ownership
| Metric | 2024 (as of 4/3/2024) | 2025 (as of 3/17/2025) |
|---|---|---|
| Shares owned | 170,158 | 199,786 |
| Exercisable options/warrants | 190,000 | 190,000 |
| Total beneficial shares | 360,158 | 389,786 |
| Ownership percentage | <1% | <1% |
Policies affecting alignment:
- Anti-hedging: Directors prohibited from hedging company stock; Section 16 compliance: all directors filed appropriately in 2024.
Governance Assessment
- Board effectiveness: Beebe chairs the GCN Committee that ran six meetings in 2024, overseeing board evaluation, CEO pay, executive compensation, director nominations, and governance principles—indicating active governance oversight.
- Independence and attendance: Confirmed independent; Board recorded strong attendance with only one committee meeting missed by one director due to medical emergency in 2024.
- Compensation structure: Director pay mixes cash retainers with equity grants (including meeting fees paid in stock), supporting alignment; her 2024 total director comp was $134,715 (cash $93k; stock fair value $41,715), down from $143,888 in 2023—lower equity value year over year.
- Ownership: Beneficial ownership rose from 360,158 to 389,786 shares (including exercisable options), maintaining skin-in-the-game; anti-hedging enhances alignment.
- Shareholder sentiment: Say-on-pay received 83% support at the May 14, 2025 Annual Meeting, suggesting acceptable compensation governance.
- Conflicts and red flags:
- CEO dual role as Chair mitigated by Lead Independent Director; nonetheless a common governance debate point.
- Related-party employment of CEO’s brother (VP Finance) and son-in-law (Manager of Sales and Trading) with significant compensation; Audit Committee oversees related-party transactions; the GCN reviews policies—requires continued oversight to avoid perceived nepotism risks.
- 2024 charter amendment adding officer exculpation under DGCL 102(b)(7) narrows certain stockholder monetary claims against officers in direct suits; investors may view as protective—monitor balance of accountability.
- Settlement of accrued director fees via stock issuance (64,767 shares; $265k) removed director payables—positive clean-up but also a potential liquidity signal.
Overall, Beebe brings deep governance and energy-sector experience, chairs the key GCN committee, and maintains alignment through equity holdings and anti-hedging compliance; watch items include continued oversight of related-party employment and the implications of officer exculpation on accountability.