Todd A. Waltz
AEMETISAbout Todd A. Waltz
Todd A. Waltz is Executive Vice President, Chief Financial Officer, and Corporate Secretary of Aemetis (AMTX). He joined Aemetis in 2007 as Corporate Controller and has served as CFO since 2010; he is 63 years old . Waltz holds a BA from Mount Union College, an MBA from Santa Clara University, and an MS in Taxation from San Jose State University; prior experience includes commercial banking, Ernst & Young, and senior financial management roles at Apple, Inc. He has been instrumental in listing the company on NASDAQ and arranging over $400 million of debt and capital, while overseeing accounting, FP&A, treasury, IT, HR, investor relations, and legal/compliance functions .
Company performance context:
- The “Pay vs. Performance” disclosure shows cumulative shareholder return value of a fixed $100 investment at $494 (2021), $159 (2022), $210 (2023), and $108 (2024), alongside GAAP net losses of $(47,147)k, $(107,758)k, $(46,420)k, and $(87,537)k respectively .
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of $100 investment | $494 | $159 | $210 | $108 |
| GAAP Net Income ($000s) | $(47,147) | $(107,758) | $(46,420) | $(87,537) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aemetis, Inc. | Corporate Controller | 2007–2010 | Built controllership and reporting foundation pre-NASDAQ listing |
| Aemetis, Inc. | EVP, CFO & Secretary | 2010–present | Led NASDAQ listing; arranged >$400M debt/capital; oversaw finance, IR, legal/compliance |
| Ernst & Young | Finance roles | Not disclosed | Big Four training; audit/tax experience |
| Apple, Inc. | Senior financial management | Not disclosed | Corporate finance and operations exposure |
| Commercial banking | Banker | Not disclosed | Credit, capital markets grounding |
External Roles
No external board or public director roles are disclosed in the reviewed proxy filings .
Fixed Compensation
- Base salary increased to $430,000 effective January 2025 per GCN Committee action; salary was $300,000 in 2023–2024 .
- Retirement and benefits: eligible for 401(k) with company match up to 100% of the first 4% of wages; standard medical/dental/vision; perquisites limited and not a significant component .
| Component | 2023 | 2024 | 2025 (Current) |
|---|---|---|---|
| Base Salary ($) | $300,000 | $300,000 | $430,000 |
| 401(k) Employer Match | Up to 100% of first 4% | Up to 100% of first 4% | Up to 100% of first 4% |
| Perquisites | Limited | Limited | Limited |
Multi-year compensation detail (pay-for-performance context):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $275,000 | $85,000 | - | $1,451,686 | $11,000 | $1,822,686 |
| 2023 | $300,000 | $300,000 | - | $514,694 | $11,500 | $1,126,194 |
| 2024 | $300,000 | $0 | - | $527,534 | $12,000 | $839,534 |
Performance Compensation
Compensation structure relies on discretionary annual cash bonuses and time-based stock options under the 2019 Stock Plan. The committee exercised discretion to pay larger bonuses in 2023, none in 2024, and approved one-time bonuses in January 2025 .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus (2023) | Discretionary (holistic Company and NEO performance) | Not disclosed | Not disclosed | Committee-approved | $300,000 | Cash |
| Annual cash bonus (2024) | Discretionary | Not disclosed | Not disclosed | Committee-approved | $0 | Cash |
| One-time bonus (Jan 2025) | Discretionary | Not disclosed | Not disclosed | Committee-approved | $125,000 | Cash |
| Stock options (2023 grant) | Time-based retention | N/A | N/A | N/A | $514,694 grant-date fair value | 3-year, 1/12 each 3 months; 10-year term; strike $3.75 |
| Stock options (2024 grant) | Time-based retention | N/A | N/A | N/A | $527,534 grant-date fair value | 3-year, 1/12 each 3 months; 10-year term; strike $3.09 |
Option award detail:
| Grant Date | Options (shares) | Exercise Price ($/share) | Term | Vesting |
|---|---|---|---|---|
| 1/5/2023 | 150,000 | $3.75 | 10 years | 1/12 every three months |
| 1/18/2024 | 200,000 | $3.09 | 10 years | 1/12 every three months |
Equity Ownership & Alignment
Beneficial ownership and exercisable options (60-day look-forward per proxy):
| Date (Record) | Shares Owned | Options/Warrants Exercisable | Total Beneficial Ownership | % Ownership |
|---|---|---|---|---|
| 4/3/2024 | 167,940 | 875,830 | 1,043,770 | 2.4% |
| 3/17/2025 | 167,940 | 1,052,915 | 1,220,855 | 2.3% |
Outstanding equity awards as of 12/31/2024 (exercisable vs unexercisable):
| Award Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 11/16/2017 | 30,000 | - | 0.67 | 11/16/2027 |
| 1/18/2018 | 120,000 | - | 0.70 | 1/18/2028 |
| 5/17/2018 | 5,000 | - | 1.71 | 5/16/2028 |
| 1/8/2019 | 120,000 | - | 0.70 | 1/7/2029 |
| 6/6/2019 | 27,084 | - | 0.92 | 6/5/2029 |
| 1/9/2020 | 79,998 | - | 0.86 | 1/9/2030 |
| 3/28/2020 | 150,000 | - | 0.60 | 3/28/2030 |
| 1/7/2021 | 150,000 | - | 3.09 | 1/7/2031 |
| 11/18/2021 | 12,500 | - | 18.53 | 11/18/2031 |
| 1/6/2022 | 91,667 | 8,333 | 11.31 | 1/6/2032 |
| 8/18/2022 | 37,500 | 12,500 | 10.11 | 8/18/2032 |
| 1/5/2023 | 87,500 | 62,500 | 3.75 | 1/5/2033 |
| 1/18/2024 | 50,000 | 150,000 | 3.09 | 1/18/2034 |
Policies:
- Anti-hedging: employees, officers, directors (and immediate family/household) are prohibited from hedging transactions in Aemetis stock under the Insider Trading Policy .
Employment Terms
- Employment Agreement: Effective Jan 1, 2020, initial 3-year term with automatic one-year renewals unless terminated on 60-days’ notice before term end; discretionary annual bonus eligibility; salary reviewed and adjusted to $430,000 for 2025 .
- Severance (No Change-in-Control): 12 months of base salary and company-paid health/dental/vision coverage for up to 12 months or until covered elsewhere (as of 2025 proxy) .
- Severance (With Change-in-Control): Double-trigger—upon CoC then involuntary termination other than for cause, death, total disability, or constructive termination, the above severance plus immediate vesting of unvested equity (value contingent on options being in-the-money at time of event) .
Illustrative severance quantification (as of 2025 proxy assumptions):
| Scenario | Salary ($) | COBRA ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination w/o CoC | $430,000 | $46,814 | - | $476,814 |
| Termination with CoC | $430,000 | $46,814 | $0 (OTM at measure date) | $476,814 |
Note: 2024 proxy quantified 6 months of company-paid health benefits pre-CoC; committee later aligned to 12 months in 2025 proxy .
Compensation Structure Analysis
- Cash vs equity mix: Waltz’s compensation is heavily equity-linked via multi-year, time-based stock options; option grant-date fair values were $1.45M (2022), $515k (2023), and $528k (2024), while base salary increased from $275k (2022) to $300k (2023–2024) and $430k (2025) . Discretionary bonuses were paid despite ongoing GAAP net losses, reflecting committee judgment on execution against strategic goals (2023 $300k, 2025 $125k; none in 2024) .
- Award design: Option grants are time-based, vesting quarterly over three years, reinforcing retention but not directly tethered to explicit financial KPIs (e.g., revenue, EBITDA, TSR targets) .
- Governance controls: Anti-hedging in place; excise tax gross-ups are not provided; committee leverages independent consultant peer analysis .
Investment Implications
- Alignment: Significant personal exposure via 1.22M total beneficial shares (including 1.05M exercisable options) suggests skin-in-the-game; option stack includes low-strike legacy grants likely to be monetized opportunistically, but vesting is time-based rather than performance-based .
- Retention risk: 2025 salary increase and quarterly vesting cadence mitigate retention risk; double-trigger CoC protection reduces forced turnover risk while balancing shareholder interests .
- Pay-for-performance: Discretionary bonuses without disclosed quantitative metrics, combined with persistent net losses and declining TSR in 2024, raises scrutiny on pay alignment; monitor future proxy disclosures for metric adoption or changes in equity mix .
- Trading signals: Anti-hedging policy limits downside protection strategies; while vesting may create periodic exercise/sale opportunities, actual selling pressure should be assessed via ongoing Form 4 monitoring and price/strike dynamics .