Angelo Amorelli
GevoAbout Angelo Amorelli
Angelo Amorelli (age 62) is a Class I independent director of Gevo, serving since October 2023. He retired in January 2023 after a 33-year career at bp plc, including senior R&D leadership roles; his core credentials are decades of energy-industry experience and expertise in clean-energy technologies .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| bp plc | Senior Vice President — Applied Sciences | Jul 2020 – Dec 2022 | Senior R&D leadership at a global energy company . |
| bp plc | Vice President — Group Research | Apr 2015 – Jun 2020 | Led group-wide research; prior technical, operational, commercial roles (1989–2015) . |
External Roles
- No other current public company directorships or committee roles disclosed for Amorelli in Gevo’s proxy biography .
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | Independent director (Nasdaq definition) . |
| Class/term | Class I; term expires at the 2026 annual meeting . |
| Committee assignments | Compensation Committee member . |
| Committee meetings (2024) | Compensation Committee: 5 meetings . |
| Board meetings (2024) | Board held 8 meetings; each director attended at least 75% of Board and committee meetings . |
| Annual meeting attendance | Attended the 2024 Annual Meeting of Stockholders . |
| Lead independent structure | Gevo has an independent chair (William H. Baum); independent directors meet in executive sessions . |
| Risk oversight cadence | Compensation Committee oversees compensation-related risks; Audit Committee oversees financial/cybersecurity; Nominating oversees independence/succession . |
Fixed Compensation
| Component | Policy (as of Apr 9, 2025) | 2024 Actual for Amorelli | Notes |
|---|---|---|---|
| Annual cash retainer | $85,000 (non-employee directors) | $88,402 | Cash fees include committee membership retainers ($5,000 per committee) . |
| Committee chair retainer | $15,000 (Compensation); $20,000 (Audit); $10,000 (Nominating) | — | Amorelli is not a chair . |
| Committee member retainer | $5,000 per committee | Included in cash total | Compensation Committee member . |
| Annual equity grant | ≈$126,000 in options or restricted stock; vest on first anniversary; starting 2025 vest on earlier of next annual meeting or 1-year | Option awards: $126,696 (grant-date fair value) | Equity granted under 2010 Plan . |
| Reimbursements | Reasonable travel/expenses reimbursed | Not itemized | Standard director policy . |
Performance Compensation
- Directors receive time-based equity; no performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation. Annual grants vest on a time schedule (first anniversary; starting 2025 earlier of next annual meeting or 1-year) and may be issued as options or restricted stock at ≈$126,000 value .
- Compensation governance features include a one-year minimum vesting rule in the equity plan (subject to limited exceptions), prohibition on option repricing without stockholder approval, and no liberal share recycling or evergreen provisions .
| Metric | Applies to Directors? | Source |
|---|---|---|
| Performance bonus targets (financial/ESG/TSR) | No | Director policy is cash retainer + time-based equity . |
| Equity vesting condition | Time-based (no performance hurdles) | Vesting policy noted above . |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| None disclosed | — | No disclosed interlocks with Gevo’s customers/suppliers/competitors . |
Expertise & Qualifications
- Decades of energy-sector experience at bp across technical, operational, and commercial roles; senior leadership in applied sciences and group research .
- Practical expertise in clean-energy technologies, directly cited as qualification for Gevo’s board .
Equity Ownership
| Ownership Element | Amount | Date/Context |
|---|---|---|
| Total beneficial ownership (shares) | 327,581 | Record date Mar 25, 2025 . |
| Ownership as % of outstanding | <1% | Based on 239,609,874 shares outstanding (Mar 25, 2025) . |
| Options exercisable within 60 days | 224,639 | Included in beneficial ownership footnote . |
| Unvested stock options (12/31/2024) | 224,639 | Outstanding director equity table . |
| Unvested restricted stock (12/31/2024) | — | None reported for Amorelli . |
| Stock ownership guidelines | 5x annual cash retainer for directors . | |
| Guideline compliance | In compliance as of Mar 25, 2025 (exception noted only for Mr. Baum) . | |
| Hedging/pledging | Prohibited for directors and officers by Insider Trading Policy . |
Governance Assessment
- Board effectiveness: Independent director with relevant clean-energy R&D leadership; member of Compensation Committee, contributing to pay governance and oversight of incentive structures .
- Engagement: Met ≥75% attendance threshold in 2024 and attended the 2024 Annual Meeting, supporting investor-facing engagement .
- Alignment: Holds equity; complies with 5x retainer ownership guidelines; hedging/pledging prohibited, reinforcing alignment and risk control .
- Compensation structure: Cash retainer plus time-based equity; equity plan includes minimum vesting and anti-repricing; annual director pay capped at $1,000,000 under plan, limiting pay inflation risk .
- Conflicts and related parties: No related-party transactions >$120,000 disclosed since Jan 1, 2024; indemnification agreements in place; Section 16(a) compliance noted with exceptions that do not include Amorelli (no delinquency cited for him) .
RED FLAGS: None disclosed for Amorelli regarding related-party transactions, hedging/pledging, attendance shortfalls, or pay anomalies .
Director Compensation Detail (2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 88,402 | 2024 cash fees . |
| Stock Awards | — | None in 2024 for Amorelli . |
| Option Awards | 126,696 | Grant-date fair value under ASC 718 . |
| Total | 215,098 | Sum of cash and option awards . |
Committee Context (Compensation Committee)
- Members (as of Apr 9, 2025): Andrew J. Marsh (Chair), Angelo Amorelli, Carol J. Battershell; 5 meetings in 2024 .
- Independent consultant: FW Cook retained to advise; no identified conflicts of interest .
- Key practices: Pay-for-performance philosophy for executives, stock ownership guidelines, clawback policy aligned with Nasdaq 10D; minimum equity vesting and anti-repricing safeguards in plan .
Related Party & Risk Indicators
- Related-party transactions: None >$120,000 involving directors/executives since Jan 1, 2024 .
- Legal/SEC matters: Section 16(a) filings timely in 2024 except four named executives (not including Amorelli) .
- Anti-hedging/pledging: Prohibited for all directors/officers .
- Equity plan guardrails: No option repricing without stockholder approval; one-year minimum vesting (limited exceptions); annual director compensation cap of $1,000,000 .
Summary Signals for Investors
- Governance strength in independence, committee role, attendance, and ownership alignment; no material conflicts disclosed .
- Compensation structure for directors is conventional (cash + time-based equity) with prudent plan safeguards; equity and ownership policies support alignment without risk-enhancing practices (hedging/pledging) .
