Naomi L. Boness
AEMETISAbout Naomi L. Boness
Independent director of Aemetis, Inc. since 2020; currently serves on the Audit Committee. Age 48, Class III director with current term expiring in 2027. Background spans energy strategy and investment analysis: Managing Director, Stanford Natural Gas Initiative (since 2019) and Co‑Managing Director, Stanford Hydrogen Initiative (since 2023). Education: BSc Geophysics (University of Leeds, 1998), MS Geological Science (Indiana University, 2000), PhD Geophysics (Stanford University, 2006). Board identifies her as independent under SEC and NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron | Various technical and management positions; member, Reserves Advisory Committee; Senior Analyst, Upstream Strategy & Planning | Senior Analyst 2016–2019; prior roles earlier | Energy strategy and reserves governance experience |
| United Nations Expert Group on Resource Classification | Invited member (former) | Not specified | Standards for resource classification |
| Society of Exploration Geophysicists (SEG) Oil & Gas Reserves Committee | Chair (former) | Not specified | Reserve reporting standards leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Stanford Natural Gas Initiative | Managing Director | 2019 | Academic/industry energy program leadership |
| Stanford Hydrogen Initiative | Co‑Managing Director | 2023 | Hydrogen technology and policy leadership |
| Babcock & Wilcox (NYSE: BW) | Director | Not specified | Public company directorship |
| geCKo Materials (public benefit corp.) | Director | Not specified | Private/public benefit corporation board |
| Renewable Natural Gas Coalition | Advisory Committee member | Not specified | Industry advisory role |
| Partnership to Address Global Emissions | Advisory Council member | Not specified | Emissions reduction advisory |
| Open Hydrogen Initiative | Independent Expert Panel member | Not specified | Hydrogen measurement standards |
| C3E (Women in Clean Energy) | Ambassador | Not specified | Advocacy for gender equality in clean energy |
Board Governance
- Board independence: All directors except the CEO/Chair (Eric A. McAfee) are independent; Lead Independent Director is Francis P. Barton. Board is classified (staggered) with three classes; CEO and Chair roles are combined.
- Committee assignments (2024/2025): Boness is a member of the Audit Committee; not on Governance, Compensation & Nominating (GCN) or Pricing Committees. Audit chaired by F. P. Barton; GCN chaired by L. I. Beebe.
- Meeting cadence and attendance: Board held six meetings in 2024; Audit Committee held four. Proxy states each Director attended all Board and committee meetings on which they served in 2024, except that one director missed one committee meeting due to a medical emergency (not identified).
- Executive sessions: Lead Independent Director presides over executive sessions.
- Audit Committee scope includes oversight of related‑party transactions; Audit members (including Boness) meet heightened SEC/NASDAQ independence criteria (Rule 10A‑3).
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $75,000 | |
| Additional retainers | Lead Independent Director: $24,000; Audit Committee Chair: $25,000; GCN Chair: $18,000 | |
| Meeting fees | $4,000 per year, paid in stock rather than cash (policy set Jan 2021) | |
| Naomi L. Boness – 2024 “Fees Earned” | $75,000 | |
| Naomi L. Boness – 2023 “Fees Earned” | $75,000 |
Director compensation actually paid vs. accrued:
- In 2024, independent directors were issued 64,767 shares (aggregate $265k based on $4.09/share at 11/21/2024 close) to settle accrued but unpaid director fees; as of 12/31/2024, no accrued payables to independent directors remained.
Performance Compensation
| Equity Element | 2024 | 2023 | Notes |
|---|---|---|---|
| Annual director stock awards (Boness) | 11,000 shares; $33,990 grant‑date fair value; immediately vested | 11,070 shares; $41,513 grant‑date fair value; immediately vested | Annual 10,000 shares plus shares in lieu of meeting fees (1,000 in 2024; 1,070 in 2023) |
| Initial option upon joining board | Option for 10,000 shares; vests quarterly over 2 years (policy) | — | Policy applies to all new non‑employee directors |
Outstanding director options (as of 12/31/2024):
| Award Date | Shares (all exercisable) | Exercise Price | Expiration |
|---|---|---|---|
| 6/4/2020 | 10,000 | $0.81 | 6/4/2030 |
| 1/7/2021 | 50,000 | $3.09 | 1/7/2031 |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Babcock & Wilcox (NYSE: BW) | Public company | Director | No AMTX‑related transaction disclosed in proxy |
| geCKo Materials (PBC) | Private/public benefit corp. | Director | No AMTX‑related transaction disclosed in proxy |
Expertise & Qualifications
- Energy sector expertise: natural gas, hydrogen, reserves, and strategy; investment analysis and strategic planning.
- Governance qualifications: service on public company board (BW); committee experience on AMTX Audit; SEG reserves standards leadership.
- Academic leadership: Stanford Natural Gas Initiative (MD) and Hydrogen Initiative (Co‑MD).
- Education: PhD Geophysics (Stanford), MS Geological Science (Indiana University), BSc Geophysics (Leeds).
Equity Ownership
| Date (Record) | Shares Owned | Options/Warrants Exercisable (≤60 days) | Total Beneficial | Ownership % |
|---|---|---|---|---|
| March 17, 2025 | 52,643 | 60,000 | 112,643 | <1% |
| April 3, 2024 | 28,741 | 60,000 | 88,741 | <1% |
Additional alignment and compliance policies:
- Anti‑hedging policy prohibits employees, officers, and directors (and related persons) from hedging company stock.
- Section 16(a) compliance: Company reports all directors and officers complied during 2024.
Governance Assessment
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Strengths
- Independent status with energy domain expertise; sits on Audit Committee that meets SEC Rule 10A‑3 heightened independence criteria.
- Strong attendance disclosure at the board level; only one committee absence across the entire board (medical emergency, director unspecified).
- Anti‑hedging policy in place; Section 16 compliance reported.
- Ownership alignment improved year‑over‑year (shares owned increased from 28,741 to 52,643) while maintaining <1% ownership typical for non‑employee directors.
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Watch items
- Combined CEO/Chair and classified board (staggered terms; director removal “for cause” only) can be viewed as entrenching features by some investors; mitigated partly by existence of a Lead Independent Director.
- Related‑party employment involving CEO’s brother (VP Finance) is disclosed; Audit Committee (where Boness serves) oversees related‑party review—ongoing monitoring is prudent.
- Liquidity/working‑capital optics: accrued unpaid director fees from prior years were settled via stock issuance in 2024 (64,767 shares, $265k); while resolved, it signals prior cash constraints—consider investor perception.
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Compensation structure (director)
- Cash retainer stable at $75k; equity grants are primarily time‑based common stock with immediate vesting; total reported director equity value for Boness fell in 2024 vs. 2023 due to lower grant‑date fair value per share, not reduced share count.
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RED FLAGS (to monitor)
- Classified board and combined CEO/Chair structure.
- Family‑member employment under CEO’s span (related‑party exposure).
- Historical accrual of director fees (now cured via stock issuance).