Sanjeev Gupta
AEMETISAbout Sanjeev Gupta
Sanjeev Gupta is Executive Vice President at Aemetis, Inc. and Managing Director, Chairman, and President of Universal Biofuels Private Ltd. (India) since 2009; he joined Aemetis in 2007 as head of Biofuels Marketing, leveraging a global marketing background in chemicals and oils . He holds a Bachelor of Science (Honors) from Hindu College, University of Delhi, and an MBA from the Faculty of Management Studies, University of Delhi . Age was disclosed as 56 as of March 2, 2016 (indicative of senior tenure), and he has remained an executive officer since 2009 . Company performance under recent SEC “Pay versus Performance” disclosures shows the value of a hypothetical $100 shareholder investment declining to $108 in 2024 (from $210 in 2023, $159 in 2022, and $494 in 2021), with GAAP net income negative each year, framing a challenging backdrop for incentive plan realization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aemetis Biofuels Marketing, Inc. (subsidiary) | Head of Biofuels Marketing | 2007; transitioned in 2009 | Led marketing and supported biodiesel facility completion (Kakinada, India) |
| Universal Biofuels Private Ltd. (India) | Executive Vice President; Managing Director, Chairman & President | Since 2009 | Operates Indian biodiesel subsidiary; leadership across manufacturing and commercialization |
| Petrochemical Trading Company | Head | Pre-2007 (not disclosed) | Ran global petrochemical trading; ~$259 million annual revenues; multi-continent operations |
| Britannia Industries (Nabisco Brands India) | General Manager, International Marketing | Not disclosed | International marketing leadership in consumer goods |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Base Salary ($) | 230,000 | 255,000 | 280,000 |
| Bonus ($) | 75,000 | 85,000 | 300,000 |
| Option Awards ($) | 513,014 | 1,451,686 | 514,694 |
| All Other Compensation ($) | 9,200 | 10,200 | 10,733 |
| Total ($) | 827,214 | 1,801,886 | 1,105,427 |
Employment agreement: eligible base salary $230,000 effective January 1, 2020, adjusted to $280,000 in 2022 based on performance and competitiveness; discretionary annual bonus with Board-determined performance milestones .
Performance Compensation
| Award Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($/share) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 12/10/2015 | 20,000 | — | 2.59 | 12/10/2025 | Time-based; options vest 1/12 quarterly |
| 1/8/2019 | 100,000 | — | 0.70 | 1/7/2029 | Time-based; vest 1/12 quarterly |
| 6/6/2019 | 60,000 | — | 0.92 | 6/5/2029 | Time-based; vest 1/12 quarterly |
| 1/9/2020 | 100,000 | — | 0.86 | 1/9/2030 | Time-based; vest 1/12 quarterly |
| 3/28/2020 | 87,500 | — | 0.60 | 3/28/2030 | Time-based; vest 1/12 quarterly |
| 1/7/2021 | 125,000 | — | 3.09 | 1/7/2031 | Time-based; vest 1/12 quarterly |
| 11/18/2021 | 12,500 | — | 18.53 | 11/18/2031 | Time-based; vest 1/12 quarterly |
| 1/6/2022 | 91,667 | 8,333 | 11.31 | 1/6/2032 | Time-based; vest 1/12 quarterly |
| 8/18/2022 | 37,500 | 12,500 | 10.11 | 8/18/2032 | Time-based; vest 1/12 quarterly |
| 1/5/2023 | 87,500 | 62,500 | 3.75 | 1/5/2033 | Time-based; vest 1/12 quarterly |
| 1/18/2024 | 50,000 | 150,000 | 3.09 | 1/18/2034 | Time-based; vest 1/12 quarterly |
The company confirms for each separate option grant, one-twelfth (1/12) of shares vest every three months following the grant date .
Option Exercises and Stock Vested
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Options Exercised (#) | 447,500 (Gupta) | 0 (Executive Officers) | 0 (Executive Officers) | 0 (Executive Officers) |
| Value Realized on Exercise ($) | 6,746,185 (Gupta) | — | — | — |
| Stock Awards Vested (#) | — | 0 (Executive Officers) | 0 (Executive Officers) | 0 (Executive Officers) |
| Value Realized on Vesting ($) | — | — | — | — |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Stock Owned (#) | 534,309 | 143 | — |
| Options/Warrants Exercisable within 60 days (#) | — | 686,248 | 863,333 |
| Total Beneficially Owned (#) | 534,309 | 686,391 | 863,333 |
| Ownership Percentage (%) | 1.46% | 1.6% | 1.6% |
| Shares Pledged as Collateral | Not disclosed for Gupta; CEO pledge noted historically (McAfee) | Not disclosed for Gupta | Not disclosed for Gupta |
| Ownership Guidelines | Not disclosed in cited proxies |
2014 proxy disclosed CEO McAfee’s pledged shares; no pledging disclosure for Gupta appears in recent proxies .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Effective Date | January 1, 2020 |
| Role & Reporting | Executive Vice President; President of Biofuels Marketing, Inc.; reports to CEO and subsidiary Board |
| Contract Term & Renewal | Initial 3-year term with automatic one-year extensions unless terminated on 60 days’ notice |
| Duties & Outside Engagements | Full-time obligations; may not engage in directly competitive work without CEO approval; may serve civic/charitable roles |
| Severance (Pre-Change-in-Control) | If terminated without cause or constructively terminated: 12 months base salary and company-paid health/dental/vision for up to 3 months (COBRA) |
| Severance (Post-Change-in-Control) | If terminated without cause or constructively terminated on/after a Change in Control: same severance plus immediate vesting of all unvested equity (double-trigger acceleration) |
| Historical Evolution | Earlier agreement (pre-2020) provided 3 months salary pre-CoC; later agreements expanded to 12 months |
| Clawbacks, Gross-Ups, Non-Compete/Non-Solicit | Not disclosed in extracted filings |
Compensation Structure Analysis
- Pay mix remains equity-heavy and option-centric with time-based vesting; no PSUs/RSUs disclosed for Gupta in recent years, suggesting retention via option overhang and quarterly vesting cadence .
- Cash compensation increased from $230k (2021) to $280k (2023), with bonuses rising sharply to $300k in 2023, while option grant accounting values decreased vs 2022, reflecting variability in grant sizing and valuation inputs .
- Company’s pay-versus-performance table shows declining $100 shareholder return value in 2024 and negative GAAP net income across 2021–2024, indicating potential headwinds for performance-linked outcomes even with equity-heavy packages .
Performance & Track Record
- Led completion of biodiesel facility construction in Kakinada, India; long-standing leadership of the Indian subsidiary (UBPL) since 2009 .
- Pre-Aemetis track record includes running a petrochemical trading firm with ~$259 million revenue and international operations, and senior marketing at Britannia Industries (Nabisco India) .
Compensation Committee & Governance Notes
- The Governance, Compensation and Nominating Committee reviewed and recommended inclusion of the Compensation Discussion & Analysis; members: Lydia I. Beebe (Chair), Francis Barton, and John R. Block .
- The Committee states compensation programs are not reasonably likely to encourage excessive risk-taking materially adverse to the company .
Investment Implications
- Alignment: Gupta’s sizable option holdings and quarterly vesting schedule create ongoing exposure to share price outcomes; minimal direct share ownership in 2024 suggests alignment predominantly via options rather than stock ownership .
- Selling pressure: After significant exercises in 2021 ($6.75 million realized), no executive option exercises occurred in 2022–2024, reducing near-term sell pressure signals; however, vesting continuance and a 2025 option expiry (20,000 shares at $2.59) warrant monitoring around maturities .
- Retention/Change-in-Control: 12 months salary severance and double-trigger equity acceleration provide stability and potential retention but also amplify change-in-control economics; no clawbacks or ownership guidelines disclosed for Gupta, which may be viewed as governance gaps by some investors .
- Execution risk: The pay-versus-performance table highlights challenging shareholder return and GAAP profitability in recent years, increasing the importance of operational execution at UBPL and core biofuels/renewables initiatives under Gupta’s remit .