Carol Battershell
GevoAbout Carol J. Battershell
Independent director of Gevo, Inc. since January 2023; age 63 as of the 2025 proxy, with nearly 40 years in the energy sector spanning BP and the U.S. Department of Energy. She holds a BS in Engineering (Purdue) and an MBA (Case Western Reserve) and currently leads Battersea Energy LLC, an energy consulting firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy (DOE) | Principal Deputy Director, Office of Policy; multiple senior roles | 2008–2018 | Led multi‑billion‑dollar technical programs; ran EERE field operations (c. $7B grants/research/construction) . |
| BP | Vice President, Policy & Strategy, BP Alternative Energy; prior operational/strategy/finance roles | 1983–2008 | Developed business case for ~$8B Alternative Energy division; international assignments in Europe . |
| Battersea Energy LLC | Chief Executive Officer | 2019–present | Energy consulting leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BluEarth Renewables Inc. (private) | Director; Chair of HR Committee | 2021–2024 | Governance and HR oversight for North American renewables developer . |
| Arotech Corporation (NASDAQ: ARTX) | Director | 2016–2017 | Chair of Nominating Committee; Audit Committee member . |
| EFI Foundation | Distinguished Associate | Ongoing | Energy policy advisory contributions . |
Board Governance
- Committee assignments (as of April 9, 2025): Compensation Committee member; not a chair .
- Independence: Board determined she is independent under Nasdaq rules .
- Attendance and engagement: Board held 8 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; Battershell attended the 2024 Annual Meeting .
- Board practices: Independent Chairman structure; independent directors meet regularly in executive session; Board oversees environmental, safety and sustainability risks .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid in arrears to non‑employee directors . |
| Committee membership fee | $5,000 per committee (non‑chair) | Per committee participation . |
| Chair premiums | $50,000 (Chairman), $20,000 (Audit Chair), $15,000 (Comp Chair), $10,000 (Nominating Chair) | Adjusted effective after 2024 Annual Meeting . |
| Reimbursements | Reasonable travel/meeting expenses | Standard policy . |
2024 actual cash paid:
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | $94,511 |
Performance Compensation
| Component | Grant Value | Instrument | Vesting |
|---|---|---|---|
| Annual equity grant (policy) | ~$126,000 | Restricted stock or stock options | First anniversary of grant; starting 2025: earlier of next annual meeting or first anniversary . |
| 2024 grant (actual) | $126,696 | Options | Director equity grants vest on first anniversary under policy; aggregate option award value shown below . |
Performance metrics tied to director compensation: Not disclosed/applicable for non‑employee directors; equity awards are time‑vested, not performance‑conditioned .
Outstanding director awards (as of Dec 31, 2024):
| Type | Vested | Unvested |
|---|---|---|
| Stock options | — | 224,639 |
| Restricted stock | — | — |
Other Directorships & Interlocks
- Public company: Arotech Corporation (2016–2017), Nominating Chair and Audit Committee member .
- Private company: BluEarth Renewables (2021–2024), HR Committee Chair .
- No related‑party transactions disclosed with Gevo since Jan 1, 2024; Board applies related‑party transaction review standards .
Expertise & Qualifications
- Senior DOE policy leadership and EERE field operations; multi‑billion‑dollar program oversight .
- VP Policy & Strategy at BP Alternative Energy, developing ~$8B investment case; deep operations/strategy/finance experience .
- Board governance experience (Arotech, BluEarth) including committee chair roles .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 25, 2025 | 353,862 | <1% | Includes 224,639 shares issuable pursuant to options exercisable within 60 days . |
Stock ownership guidelines: Non‑employee directors must hold 5x annual cash retainer; all individuals were in compliance as of March 25, 2025 (except the Chairman due to low stock prices) . Hedging and pledging of company stock are prohibited under the Insider Trading Policy .
Insider Trades
| Date | Transaction | Shares | Price | Value | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| Nov 13, 2025 | Option exercise and sale of common stock | 75,597 sold; 224,639 options exercised | $2.02–$2.03 (sale); $0.67 (option exercise) | ~$152,781 (sale); ~$150,508 (exercise) | 278,265 shares owned after | . |
Governance Assessment
- Alignment: Independent director with policy, operational, and renewable energy experience; serves on the Compensation Committee contributing to oversight of executive pay and equity plans . Stock ownership guidelines and anti‑hedging/pledging policy strengthen alignment .
- Attendance/engagement: Meets Board and committee attendance thresholds; attended the 2024 Annual Meeting, indicating engagement .
- Compensation risk controls: Director pay capped at $1,000,000/year for non‑employee directors under the equity plan; option repricing requires shareholder approval; minimum one‑year vesting standard applies with limited exceptions .
- Related‑party/conflicts: No related‑party transactions disclosed involving Battershell; Board maintains review procedures for fairness and independence .
RED FLAGS
- None disclosed specific to Battershell: no pledging/hedging (prohibited), no related‑party transactions reported, and independence affirmed . Insider sale in Nov 2025 appears tied to option exercise; ongoing monitoring of insider activity is prudent for sentiment and alignment, but no policy violations are indicated by the Form 4 .
