Andrew Shafer
GevoAbout Andrew Shafer
Andrew L. Shafer is Gevo’s Chief Customer, Marketing and Brand Officer, serving since November 2023 and age 63 as of April 9, 2025 . His pay mix includes base salary plus annual cash incentives and equity grants with time-based vesting and performance-based options conditioned on stock price hurdles, aligning rewards with corporate goals around RNG financing, ethanol-to-olefins partnerships, Verity commercialization, Net-Zero project progress, safety, and capital structure actions . The proxy includes a Pay Versus Performance section (TSR and Net Income) but does not disclose executive-specific TSR or EBITDA growth figures for Mr. Shafer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shafer’s Innovation and Business Building Services | Sole Proprietor (management consulting) | Feb 2016–Oct 2023 | Independent consulting practice focused on innovation and business building |
| Elevance Renewable Sciences, Inc. | Executive Vice President; responsible for Sales & Market Development, Corporate Brand & Communications, Strategic Partnerships | Nov 2007–Jan 2016 | Led commercial growth, branding, communications, and strategic partnerships |
| Cargill, Inc. | Business Development Manager | Dec 2003–Nov 2007 | Business development in chemicals/ag-based materials |
| Cargill Dow, LLC | Commercial Director | 1997–Dec 2003 | Commercial leadership in bio-based materials |
External Roles
No public-company directorships or external committee roles for Mr. Shafer are disclosed in the 2025 proxy; only executive officer biography is provided .
Fixed Compensation
| Component | 2024 Amount / Detail |
|---|---|
| Base Salary | $408,101 |
| Target Bonus % of Salary | 65% |
| Actual Bonus Paid | $319,645 |
| All Other Compensation | — (none disclosed for Mr. Shafer) |
| Initial Offer Letter Terms | Base salary initially set at $400,000; eligible for up to 65% annual bonus and annual equity grants; at-will employment |
Performance Compensation
Annual Incentive Targets vs Actual (2024)
| Metric | Target (% of salary) | Actual (% of salary) |
|---|---|---|
| Annual Incentive | 65% | 78.3% |
Corporate Incentive Goals, Weighting, and Outcome (applies to named executive officers for 2024)
| Goal | Weighting | Performance Modifier | Payout Contribution |
|---|---|---|---|
| RNG project meets financial thresholds; sold ITCs for net cash ~$14M | 15% | 120% | 18.0% |
| Accelerate ethanol-to-olefins; extended JDA with LG Chem; alliance with Axens | 10% | 150% | 15.0% |
| Verity operational and financial goals; first revenue, new grower tool, new customers | 15% | 150% | 22.5% |
| Restructure RNG project bonds; remarketed bonds | 10% | 100% | 10.0% |
| Expand Climate-Smart Farm to Flight; 125,000+ acres enrolled; USDA documentation | 10% | 100% | 10.0% |
| Progress Net-Zero Projects; DOE conditional $1.4B loan guarantee; engineering; Red Trail assets purchase | 30% | 100% | 30.0% |
| Meet safety standards; 3-year average TRIR 1.01 vs goal 1.1 | 10% | 150% | 15.0% |
| Total Payout Multiplier | 100% | — | 120.5% |
Equity Incentive Awards (2024 Grants)
| Award Type | Grant Date | Quantity (#) | Exercise Price | Grant-date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| Performance-Based Stock Options | 5/22/2024 | 202,500 | $0.71 | $130,208 | 1/3 each year over 3 years, subject to service |
| Time-Vesting Restricted Stock | 5/22/2024 | 202,500 | — | $143,775 | 1/3 each year over 3 years, subject to service |
| Option Exercisability Condition | — | — | — | — | Options exercisable only after the stock closes >$1.00 for 20 consecutive trading days post grant (≈41% above strike) |
2024 Stock Vested
| Item | Amount |
|---|---|
| Shares acquired on vesting in 2024 | 60,606 |
| Value realized on vesting | $135,757 |
Future Vesting Schedule (assuming continued employment)
| Date | RS Vesting (#) |
|---|---|
| May 22, 2025 | 67,500 |
| November 1, 2025 | 60,607 |
| May 22, 2026 | 67,500 |
| May 22, 2027 | 67,500 |
Equity Ownership & Alignment
| Metric | Value | As-of |
|---|---|---|
| Total beneficial ownership (shares) | 520,964 | March 25, 2025 |
| % of shares outstanding | * (less than 1%) | March 25, 2025 |
| Options exercisable within 60 days | 188,712 | March 25, 2025 |
| Unvested restricted stock (shares) | 263,107 | Dec 31, 2024 |
| Market value of unvested RS | $549,894 | Dec 31, 2024 |
| Options (Nov 1, 2023 grant) | 121,212 exercisable; 60,607 unexercisable; $1.75 strike; expire 11/1/2033 | Dec 31, 2024 |
| Options (May 22, 2024 grant) | 202,500 unexercisable; $0.71 strike | Dec 31, 2024 |
| Stock ownership guidelines | Senior management: 3.0x base salary | Policy |
| Guideline compliance | All subject individuals in compliance as of Mar 25, 2025 (except Mr. Baum) | Policy |
| Anti-hedging/pledging | Company prohibits hedging and pledging by directors/officers/employees | Policy |
Note: No stock options were exercised by named executive officers in 2024 .
Employment Terms
| Term | Details |
|---|---|
| Offer Letter (Oct 2023) | Base salary initially $400,000; eligible for up to 65% bonus and annual equity awards; at-will employment; standard accrued pay/benefit continuation upon termination |
| Change-in-Control Plan (CIC) Participation | Eligible under CIC Plan approved Nov 29, 2022 |
| CIC Benefits (double-trigger: termination w/o cause or resignation for good reason within 30 days before or 12 months after a CIC) | Full acceleration of unvested equity (performance awards vest at target); 12 months monthly salary continuation; payment of target annual bonus for the fiscal year of termination; up to 12 months COBRA premium reimbursement; subject to timely Release |
| Potential Payments (assumed CIC termination on Dec 31, 2024) | Salary: $408,100; Bonus: $265,266; Accelerated Equity: $1,048,336; Benefits (COBRA): $24,380 |
Additional governance and compensation practices:
- No excise tax gross-ups on CIC for management; no option repricing without shareholder approval; minimum 1-year vesting; limited perquisites .
- No pensions or nonqualified deferred compensation plans for named executive officers .
Investment Implications
- Pay-for-performance alignment: Equity mix is 50% performance-based options (with $1.00/20-day exercisability hurdle) and 50% time-based RS, plus annual incentive tied to quantifiable corporate goals; 2024 payout for Mr. Shafer equaled 78.3% of salary (65% target × 120.5% multiplier), signaling formula-driven and results-tied cash awards rather than discretion .
- Upcoming vesting catalysts: Material RS tranches vest on May 22, 2025/26/27 and November 1, 2025, which can create window-constrained liquidity events; anti-hedging/pledging and pre-clearance policies mitigate hedging/pledging risk but do not eliminate potential selling pressure around vest dates .
- Retention and CIC economics: Double-trigger CIC benefits include 12 months salary continuation, target bonus payment, and full equity acceleration at target—supportive of retention but with meaningful equity acceleration value ($1.05M modeled at 12/31/2024 prices), which could influence behavior around strategic transactions; benefits require execution of a release .
- Ownership alignment: Beneficial ownership of 520,964 shares with additional options exercisable within 60 days (188,712), compliance with 3x salary stock ownership guidelines, and prohibition on hedging/pledging indicate alignment; however, ownership remains <1% of shares outstanding, typical for non-CEO officers in a company of Gevo’s size .
- Shareholder sentiment: Say-on-pay received ~76.3% approval in 2024; Compensation Committee targets ~50th percentile equity grant value relative to peers and uses FW Cook benchmarking, suggesting moderate pay positioning with continued investor dialogue on design and outcomes .
