Timothy A. Simon
AEMETISAbout Timothy A. Simon
Independent director of Aemetis (AMTX) since 2021; age 69; currently serves as a member of the Audit Committee (Class III director, term expiring 2027) . Former CPUC Commissioner (2007–2012) with leadership roles at NARUC and DOE/NARUC LNG Partnership; background includes legal, compliance, and utility/finance expertise; education includes a B.A. in Economics (University of San Francisco) and J.D. (University of California College of the Law, San Francisco) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Public Utilities Commission (CPUC) | Commissioner | 2007–2012 | Chair, NARUC Gas Committee; Chair, DOE–NARUC LNG Partnership; Founding member, National Gas Pipeline Safety Taskforce; Member, National Petroleum Council |
| Office of the Governor (California) | Appointments Secretary | Pre-2007 (not specified) | First African American to hold the post; senior executive appointment oversight |
| Bank of America; Wells Fargo; Robertson Stephens | In‑house counsel/compliance officer | Not specified | Financial services compliance and legal risk management |
| Golden Gate University School of Law; UC Law SF | Adjunct Professor of Law | Not specified | Teaching roles in law; governance/legal expertise |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Liberty Utilities (Western Regional Board) | Board Member | Subsidiary of Algonquin Power (AQN; public parent) | Regulated utility governance; Western U.S. oversight |
| Charah Solutions, Inc. (CHRA) | Director | Public company | Listed as current in 2024 proxy; energy/environment services |
| U.S. DOE Electric Advisory Council | Member | Federal advisory council | Energy infrastructure policy advisory role |
| University of San Francisco | Trustee | Non‑profit academic | Board governance; alumni leadership |
| North American Energy Standards Board | Advisory Council Chair | Industry standards body | Market rules/standards leadership |
| AABE; National/Energy Bar Associations; Saint Thomas More Society | Member/Director | Professional associations | Energy/legal community engagement |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Simon is independent .
- Committees: Audit Committee member; not on GCN; not on Pricing Committee .
- Committee activity: Audit Committee held 4 meetings in 2024; Simon listed among members in Audit Committee report .
- Attendance: Board held 6 meetings in 2024; all directors attended all Board and relevant committee meetings (one director missed one committee meeting due to medical emergency) . In 2023, each director attended ≥75% of Board and committee meetings; all Audit Committee members attended all 2023 meetings .
- Classification/tenure: Class III director; current term runs to 2027; director since 2021 .
- Policies: Insider Trading Policy prohibits hedging by directors; Code of Conduct addresses conflicts and disclosure; no waivers granted .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 |
| Equity grant (annual) – shares | 11,070 shares (10,000 annual + 1,070 in lieu of meeting fees) | 11,000 shares (10,000 annual + 1,000 in lieu of meeting fees) |
| Equity grant (annual) – fair value | $41,513 | $33,990 |
| Total reported director comp (Simon) | $116,513 | $108,990 |
Notes:
- Director compensation policy: $75,000 annual cash retainer; $24,000 for Lead Independent Director; $25,000 for Audit Chair; $18,000 for GCN Chair; $4,000 meeting fees paid in stock; initial option of 10,000 shares vests quarterly over two years .
- 2024 additional chair grants applied to other directors (Beebe +2,500; Barton +6,000), not to Simon .
Performance Compensation
| Performance Metric | Disclosed Target/Use | 2023 | 2024 |
|---|---|---|---|
| Director‑level performance metrics tied to equity/cash | None disclosed; director equity grants are time‑based RSAs/options; RSAs vest immediately; options vest ratably over 3 years | Not applicable | Not applicable |
Other Directorships & Interlocks
| Company/Entity | Relationship to AMTX | Interlock/Conflict Notes |
|---|---|---|
| Charah Solutions (CHRA) | Unrelated sector (coal ash/industrial services) | No AMTX related‑party exposure disclosed . |
| Liberty Utilities (AQN subsidiary) | Regulated utility; potential industry adjacency | No AMTX related‑party transactions disclosed; Audit Committee reviews related parties . |
| DOE Electric Advisory Council; NAESB | Policy/standards roles | Governance expertise; not commercial transactions . |
Expertise & Qualifications
- Regulatory/utility expertise: Former CPUC Commissioner with NARUC leadership; member DOE EAC; standards leadership via NAESB .
- Legal/compliance/finance: In‑house counsel/compliance roles at major financial institutions; Audit Committee service at AMTX .
- Academic governance: Trustee at University of San Francisco; adjunct law professor experience .
- Education: B.A. Economics (USF); J.D. (UC Law SF); active California Bar member .
Equity Ownership
| Metric | 2023 (as of 3/20/2023) | 2024 (as of 4/3/2024) | 2025 (as of 3/17/2025) |
|---|---|---|---|
| Shares owned (direct/indirect) | 31,441 | 43,441 | 60,632 |
| Options/warrants exercisable (≤60 days) | 7,500 | 10,000 | 10,000 |
| Total beneficial ownership (shares) | 38,941 | 53,441 | 70,632 |
| Ownership % of common | <1% | <1% | <1% |
| Outstanding director option grant details | 10,000 options @ $18.53; exp. 11/18/2031 | 10,000 options @ $18.53; exp. 11/18/2031 | 10,000 options @ $18.53; exp. 11/18/2031 |
Policy notes:
- Anti‑hedging policy applies to directors; no pledging disclosed for Simon; Section 16(a) compliance reported .
Governance Assessment
- Independence and committee alignment: Independent; assigned to Audit Committee where regulatory/finance background is accretive to oversight (financial reporting, internal controls, related‑party review) .
- Attendance/engagement: Board and committee attendance metrics indicate full participation; enhances confidence in oversight continuity .
- Ownership alignment: Increasing personal share ownership (38,941→53,441→70,632 over 2023–2025) supports skin‑in‑the‑game; options outstanding modest vs peers with time‑based vesting .
- Compensation mix: Director pay is primarily fixed cash with routine time‑based equity; no performance metrics or problematic structures (e.g., tax gross‑ups, option repricing) disclosed for directors .
- Related‑party/conflict signals: No related‑party transactions involving Simon disclosed; Audit Committee retains explicit authority over related‑party reviews; broader company related‑party items involve CEO family members, with policy oversight stated .
- Shareholder sentiment: 2025 Say‑on‑Pay passed with 83% support, indicating acceptable pay practices environment; while directed at executives, it informs overall governance climate .
RED FLAGS
- None disclosed specific to Simon (no attendance shortfalls, related‑party transactions, hedging/pledging, or pay anomalies) .
- Monitor time commitments across external boards/advisory roles to ensure sustained Audit Committee engagement, though no concerns disclosed by AMTX .