Andrew Marsh

About Andrew J. Marsh

Andrew J. Marsh (age 69) is an independent director of Gevo, Inc., serving since February 2015. He chairs the Compensation Committee and brings deep hydrogen and fuel-cell sector experience, currently serving as President and Chief Executive Officer of Plug Power Inc. since April 2008. He previously co-founded Valere Power and spent ~18 years at Lucent Bell Laboratories in sales and technical leadership roles .

Past Roles

Organization	Role	Tenure	Committees/Impact
Valere Power	Co‑founder, CEO, Board Member	2001–2007	Built and exited to Eltek ASA
Lucent Bell Laboratories	Sales and technical management roles	~1983–2001 (approx. 18 years)	Technical and commercial leadership

External Roles

Organization	Role	Tenure	Notes
Plug Power Inc.	President & Chief Executive Officer	Apr 2008–present	Alternative energy technology, fuel cell systems
Fuel Cell and Hydrogen Energy Association	Chairman (prior service)	Not disclosed	Industry leadership
Hydrogen and Fuel Cell Tactical Committee	Member (prior service)	Not disclosed	Policy/industry engagement

Board Governance

Independence: Board determined Marsh is independent under Nasdaq standards; the only non‑independent director is the CEO .
Committee assignments: Compensation Committee Chair; no other disclosed committee memberships .
Committee activity: Compensation Committee held 5 meetings in 2024; the Board held 8 meetings. Every director attended at least 75% of applicable Board and committee meetings in 2024 .
Annual meeting engagement: Directors are encouraged to attend stockholder meetings; the 2024 attendee list included Amorelli, Battershell, Baum, Guillen, Gruber, and Mize (Marsh not listed) .
Board leadership: Independent Chairman (William H. Baum) structure in place; independent directors meet in executive session; lead oversight on risk and ESG through committees .

Fixed Compensation

Component	Marsh Amount (2024)	Policy Detail
Annual cash retainer	$100,000	$85,000 base; +$15,000 Compensation Chair retainer; other committee member fees $5,000 each; Chairman retainer $50,000; Audit Chair $20,000; Nominating Chair $10,000

Performance Compensation

Equity Component	Marsh (2024)	Vesting/Structure	Notes
Annual equity grant (policy)	≈$126,000 target	Restricted stock or options; vest on first anniversary; starting 2025, vest at next annual meeting or 1‑yr anniversary	Paid in discretion of Compensation Committee
Option awards (2024 actual)	$126,696	Director options outstanding vest per grant schedules	See outstanding awards below

Outstanding director equity at 12/31/2024:

Vested stock options: 65,920
Unvested stock options: 224,639
Unvested restricted stock: None

Other Directorships & Interlocks

Company	Role	Committee Roles	Potential Interlock/Notes
None disclosed (public company boards)	—	—	Marsh is CEO of Plug Power (public company), but no Gevo‑related transactions disclosed; independence affirmed

Expertise & Qualifications

Domain expertise in hydrogen, fuel cells, and alternative energy; prominent industry voice; prior leadership roles in industry associations .
Not designated as Audit Committee financial expert; that designation resides with Jaime Guillen .

Equity Ownership

Metric	Value
Total beneficial ownership (shares)	564,228
Ownership % of shares outstanding	<1% (outstanding shares: 239,609,874)
Options exercisable within 60 days	290,559
Vested options (12/31/2024)	65,920
Unvested options (12/31/2024)	224,639
Unvested restricted stock	0
Hedging/Pledging	Prohibited by Insider Trading Policy
Stock ownership guidelines	Directors must hold 5x annual cash retainer; retention of 50% of net shares until met; as of 3/25/2025, all covered individuals compliant except Mr. Baum (due to low prices)

Compensation Committee Analysis

Composition: Andrew J. Marsh (Chair), Angelo Amorelli, Carol J. Battershell; 5 meetings in 2024 .
Independence: Committee members determined independent and free of material relationships impacting judgment .
Consultant: FW Cook retained as independent compensation consultant; independence assessed with no conflicts found; supports peer group benchmarking and incentive design .
Practices: One‑year minimum vesting in equity plan (limited exceptions), prohibition on option repricing without stockholder approval, clawback policy per SEC/Nasdaq, anti‑hedging/pledging .

Related Party Transactions & Conflicts

Company policy requires related party transactions be fair and approved by disinterested directors .
No transactions >$120,000 with directors/officers since Jan 1, 2024; indemnification in place for directors/officers .
Marsh’s independence affirmed; no disclosed Gevo transactions with Plug Power or entities linked to Marsh .

Say‑on‑Pay & Shareholder Feedback

2024 say‑on‑pay approval: ~76.3% in favor; Board and Compensation Committee consider outcomes and conduct outreach (targeted top 15 shareholders; one meeting completed) .

Governance Assessment

Strengths
- Independent director; chairs Compensation Committee with use of independent consultant FW Cook; robust pay governance (minimum vesting, no repricing without stockholder approval, clawbacks, anti‑hedging/pledging) .
- Ownership alignment via director stock ownership guidelines; compliance reported broadly among directors; Marsh’s beneficial stake and option exposure provide equity alignment .
- Attendance: met ≥75% threshold for 2024 Board/committee meetings; active committee schedule (5 Compensation meetings) .
Watch items
- Time commitment: simultaneous CEO role at Plug Power may increase bandwidth constraints; no issues disclosed but monitor future attendance/engagement trends .
- 2024 stockholder meeting attendance listing did not include Marsh; continued monitoring of annual meeting participation advisable .

Overall, governance posture is sound: independence, structured compensation oversight, and alignment mechanisms are evident, with no related‑party exposures disclosed and standard protections (clawback, anti‑hedging/pledging) in place .