Gary Seaton

About Gary Seaton

Gary Seaton, age 70, is Chief Executive Officer and Chairman of the Board of Australian Oilseeds Holdings Limited (NASDAQ: COOT), serving since the Company’s inception and as a director of subsidiary AOI since its inception . He has over 42 years of international business experience and currently also serves as Managing Director of Cootamundra Oilseeds Pty Ltd., Cowcumbla Investments Pty Ltd., CQ Oilseeds Pty Ltd., and Energreen Nutrition Australia Pty Ltd., with roles dating back to 2013–2014 . Under Seaton’s leadership, FY2024 revenue increased by AUD 4.79 million (+16%) to AUD 33.73 million versus FY2023, driven by demand for cold-pressed canola oil . Governance note: Seaton holds combined CEO and Chair roles; the Board states a majority of independent directors and regular executive sessions without management .

Past Roles

External Roles

Board Governance and Director Service

• Board class and tenure: Seaton is a Class III director, Director Since March 2024; term expires 2027 .
• Independence: Board determined a majority of directors are independent; CEO/Chair and CFO are not independent .
• Committee structure: Audit (Chair Gowri Shankar), Compensation (Chair Kapil Singh), Nominating & Corporate Governance (Chair Menaka Athukorala); Seaton is not listed on these committees .
• Leadership and executive sessions: CEO and Chair roles are combined; independent directors meet in executive session each regularly scheduled Board meeting .
• Attendance: No director attended fewer than 75% of Board and committee meetings in FY2024; meetings held post-Business Combination .
• Hedging/pledging policy: Insider Trading Policy prohibits short sales, options, and hedging transactions; subject to trading restrictions; policy section labeled “Hedging and Pledging Transactions” .

Dual-role implications: Combined CEO/Chair can concentrate control and potentially reduce independent oversight; Board highlights majority independence and executive sessions to provide oversight .

Fixed Compensation

Employment agreement terms:

• Base salary: AUD 150,000 per year (CEO) .
• At-will; termination without cause severance: 6 months base salary plus accrued items and reimbursable expenses .
• Notice: 60 days written notice by either party .

Performance Compensation

• No specific annual incentive metrics (e.g., revenue/EBITDA/TSR) or payouts disclosed for Seaton; no outstanding equity awards for NEOs as of June 30, 2024; prior plans cancelled at closing of Business Combination .
• 2023 Equity Incentive Plan approved (12% share pool), enabling future RSUs/PSUs/options, but individual grants not disclosed for Seaton .

Equity Ownership & Alignment

Additional alignment/pressure indicators:

• Lock-up agreements: ~73.6% of 23,224,102 shares locked up at 3/21/2024 closing, with staged releases at 3–6 months or price thresholds ($12.50 for 20 of 30 trading days); Escrow Shares held 12 months then released 3/21/2025 subject to claims .
• Hedging ban: Executives/directors prohibited from hedging and derivatives; policy titled “Hedging and Pledging Transactions” .
• Ownership guidelines: Not disclosed .
• Options/RSUs: None outstanding at FY2024 year-end .

Related party share pledging: No pledging as collateral disclosed for Seaton; Insider Trading Policy addresses hedging/derivatives; pledging prohibition not expressly detailed beyond heading .

Employment Terms

Performance & Track Record

• FY2024 revenue growth: +16% to AUD 33.73 million (from AUD 29.05 million) on cold-pressed canola demand .
• Strategic initiatives: Expansion of Cootamundra capacity; Emerald, Queensland greenfield plant targeting 200 tons/day with government support (~AUD 5M) and a AUD 25M budget; expanded capacity expected to 160,000 metric tons across facilities post build-out .
• Customer traction: Supply agreements with Costco, Woolworths, and Coles; top 5 customers accounted for 64.8% of FY2024 sales .
• Governance remediation: Reaudit and restatements for FY2022–2023 post BF Borgers removal; BDO appointed auditor .

Compensation Structure Analysis

• Mix shift: Cash-heavy compensation; no equity awards or options outstanding for Seaton in FY2024; indicates low immediate dilution but limited variable at-risk pay .
• Incentive linkage: No disclosed performance metrics or payouts; 2023 EIP established but individual executive grants not disclosed .
• Clawback instituted: Robust clawback policy in place, including for TSR- and stock-price-based awards if granted in future .

Related Party Transactions (Red Flags)

• Loans owed to Seaton-affiliated entities:
  • JSKS Enterprises Pty Ltd. (Trustee of Seaton Family Trust): 6% interest; maturities within and beyond 12 months .
  • Energreen Nutrition Australia Pty Ltd. (controlled by Seaton): 6% interest; expected to be repaid within 12 months .
  • CQ Oilseeds Pty Ltd.: interest-free loan .
• Prior litigation settled (AUD 1.2M former director loan; AUD 95,000 additional settlement in 2023) involving Cowcumbla Investments and Cootamundra Oilseeds; concluded post mediation .

Risk Indicators

• Nasdaq deficiencies: Minimum bid price (<$1) and stockholders’ equity noncompliance; reverse split proposal (1-for-2 to 1-for-8) to regain compliance; hearing scheduled; application to Nasdaq Capital Market pending .
• CFO transition: Bob Wu resigned effective 2/28/2025; Amarjeet Singh appointed CFO; at-will agreement with AUD 170k rising to AUD 180k after 3 months; includes strong restrictive covenants .
• Say-on-pay: Not presented at 2025 Annual Meeting agenda; director elections and auditor ratification only .
• Concentration risk: Top 5 customers accounted for 64.8% of FY2024 sales; supply concentration and water/power dependencies disclosed .
• Clawback/restatement environment: Company indicated corrections required and clawback assessment applicability; BDO reaudits .

Equity Ownership & Alignment Details

• Ownership concentration: Seaton beneficially controls a majority stake via JSKS Enterprises Pty Ltd.; 58.4% (3/20/2025) and 56.5% (7/2/2025) .
• Lock-ups/escrow releases: Significant lock-up and escrow release schedule may create supply overhang as restrictions lapse; price threshold releases at $12.50 possible (20/30 trading days) .
• Hedging restrictions: No hedging or derivatives permitted; enhances alignment but also restricts liquidity management .
• Ownership guidelines: Not disclosed .
• Options/RSUs: None outstanding for NEOs at FY2024 year-end .

Investment Implications

• Governance and alignment: Seaton’s large beneficial stake and hedging restrictions align long-term, but combined CEO/Chair role raises independence concerns offset by majority independent Board and executive sessions .
• Pay-for-performance: Cash-heavy pay and limited disclosed variable metrics suggest modest short-term alignment with operating targets; future equity grants under the 2023 Plan could improve linkage if structured with robust KPIs and clawback .
• Overhang and selling pressure: Lock-up expirations and escrow releases, alongside reverse split mechanics, can increase float and potential selling pressure; monitor Form 4s as restrictions lapse .
• Execution vs capacity build: Material capacity expansion plans carry financing, construction, and market risks; success would be a key lever for value creation; customer concentration amplifies execution risk .
• Compliance and listing risk: Active remediation and corporate actions to maintain Nasdaq listing; failure would impair liquidity and institutional interest .