Christopher Ryan
GevoAbout Christopher Ryan
Christopher M. Ryan (age 63) is President and Chief Operating Officer of Gevo, Inc., serving as President & COO since June 2011; he previously served as CTO (2012–2021) and EVP, Business Development (2009–2011). He co-founded NatureWorks in 1997, where he was CTO (2005–2008) and COO (2008–2009), and earlier worked in corporate R&D at H.B. Fuller; he has 25+ years of strategic leadership and product development experience in bio-based materials . Company performance context: 2024 total shareholder return (TSR) implies an initial $100 investment was worth $49.18 at year-end 2024, and net income was a loss of $78.6 million; 2023 TSR value was $27.29 and net loss $66.2 million . Operationally, 2024 highlights included a conditional $1.46B DOE loan commitment for ATJ-60, multiple strategic agreements, and year-end cash, cash equivalents and restricted cash of $259.0 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gevo, Inc. | President & Chief Operating Officer | Jun 2011–present | Leads operations and execution of growth strategy . |
| Gevo, Inc. | Chief Technology Officer | Sep 2012–Mar 2021 | Technology leadership supporting commercialization . |
| Gevo, Inc. | EVP, Business Development | Jun 2009–Jun 2011 | Built commercial partnerships and markets . |
| NatureWorks LLC | Chief Operating Officer | 2008–2009 | Scale-up and operations for bio-based polymer facility . |
| NatureWorks LLC | Chief Technology Officer | 2005–2008 | Led development/commercialization from lab to $300M facility . |
| H.B. Fuller Company | Corporate R&D | Prior to 1992 | Specialty chemicals R&D foundation . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 415,000 | 421,512 | 445,411 |
| Target Bonus (% of Base) | — | — | 80% |
| Actual Bonus Paid (% of Base) | — | — | 96.4% |
| Actual Bonus ($) | 155,625 | 423,093 | 429,376 |
| Total Compensation ($) | 1,476,678 | 1,648,590 | 1,626,837 |
Notes:
- 2024 base salaries for NEOs increased ~3% YoY; Christopher Ryan’s 2024 base: $445,411 .
- Annual incentive targets and payouts are set by the Compensation Committee (see Performance Compensation) .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Corporate Metrics and Payouts
| 2024 Goal | Weight | Performance Modifier | Payout Contribution |
|---|---|---|---|
| RNG project met financial thresholds; sold ITCs (~$14M net) | 15% | 120% | 18.0% |
| Accelerate ethanol-to-olefins (JDA w/ LG Chem; Axens alliance) | 10% | 150% | 15.0% |
| Verity operational/financial goals (first revenue; new customers) | 15% | 150% | 22.5% |
| Restructure RNG project bonds (remarketed April 2024) | 10% | 100% | 10.0% |
| Expand Climate-Smart Farm to Flight (125k+ acres enrolled; USDA docs) | 10% | 100% | 10.0% |
| Progress Net-Zero Projects (DOE loan commitment; engineering; Red Trail assets) | 30% | 100% | 30.0% |
| Meet safety standards (3-yr avg TRIR 1.01 < 1.1 goal) | 10% | 150% | 15.0% |
| Total AIP Payout | 100% | — | 120.5% of target (Ryan actual 96.4% of base) |
2024 Equity Awards to Christopher Ryan
| Award Type | Grant Date | Shares/Units | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Performance-based Stock Options | 5/22/2024 | 550,000 | $0.71 | 353,650 | 1/3 annually over 3 years; exercisable only after stock trades >$1.00 for 20 consecutive trading days post-grant; expires 5/21/2034 . |
| Restricted Stock | 5/22/2024 | 550,000 | — | 390,500 | 1/3 annually over 3 years . |
| Restricted Stock (Non-compete consideration) | 9/1/2024 | 10,000 | — | 7,900 | 1/3 annually over 3 years . |
Option performance condition: 2024 options require closing price >$1.00 (≈41% above $0.71 strike) for 20 consecutive trading days after grant before exercisability .
Scheduled Vesting of Ryan’s Outstanding Restricted Stock (as of 12/31/2024)
| Vesting Date | Shares |
|---|---|
| May 22, 2025 | 183,333 |
| Jul 26, 2025 | 78,237 |
| Aug 3, 2025 | 88,740 |
| Sep 1, 2025 | 3,333 |
| May 22, 2026 | 183,333 |
| Aug 3, 2026 | 88,740 |
| Sep 1, 2026 | 3,333 |
| May 22, 2027 | 183,334 |
| Sep 1, 2027 | 3,334 |
Equity Ownership & Alignment
- Beneficial ownership: 2,614,186 shares, including 943,866 options exercisable within 60 days and 64,327 SARs exercisable within 60 days .
- Unvested equity at 12/31/2024: 815,717 restricted shares/units with a market value of $1,704,848 (based on $2.09 close on 12/31/2024) .
- Outstanding options snapshot (selected): 550,000 unexercisable at $0.71 (5/22/2024 grant); 177,480 unexercisable at $1.75 (8/3/2023); 52,706 unexercisable at $3.92 (7/26/2022); 522,900 exercisable at $4.98; plus 64,327 SARs exercisable at $3.45 .
- Stock ownership guidelines: Senior management target = 3.0x base salary; all individuals were in compliance as of Mar 25, 2025 (except the Chairman due to low stock prices at measurement) .
- Hedging/pledging: Prohibited for directors and officers (anti-hedging and anti-pledging policy) .
- Clawback: Compensation Recovery Policy compliant with SEC/Nasdaq; recoupment applies to incentive-based compensation upon restatements .
- Section 16 filing note: One late Form 4 filing for a Sep 1, 2024 RS grant was reported (filed Oct 1, 2024) for several executives including Chris Ryan .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (Aug 2024) | Base salary initially set at $431,600; annual bonus opportunity up to 80% of base; annual incentive equity with ~$200,000 FMV; eligible for standard executive benefits . |
| Severance (without Cause / for Good Reason) | Cash: 12 months base salary + 1.0x target bonus; pro-rata bonus for year of termination (based on average actual bonus over prior 3 years); 18 months COBRA; immediate vesting of all outstanding equity; death/disability: 12 months base salary . |
| Non-Compete / Non-Solicit | In-effect during employment and for 2 years post-termination; consideration: 10,000 RS and a “non-compete payment” equal to 18 months base salary + 1.0x target bonus if terminated other than for cause, death, or disability; repayment if covenant breached . |
| Retirement/Resignation Vesting | Upon retirement/resignation, outstanding equity continues to vest for 18 months; ceases upon covenant breach . |
| Change-in-Control (CIC) | Double-trigger: if involuntarily terminated (or resign for good reason) within 30 days before or 12 months after CIC, equity vests in full; CIC did not retain single-trigger vesting; CIC severance mirrors non-CIC severance for Ryan . |
Estimated Payments (12/31/2024 assumptions)
| Scenario | Salary ($) | Bonus ($) | Accelerated Equity Value ($) | Benefits ($) |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | 1,113,528 | 836,706 | 3,146,644 | 54,221 |
| Death or Disability | 445,411 | — | — | — |
| Retirement (meeting criteria) | 1,113,528 | 836,706 | 3,146,644 | 54,221 |
| Termination w/o Cause or for Good Reason within 30 days before or 12 months after CIC | 1,113,528 | 836,706 | 3,146,644 | 54,221 |
Note: Values based on 12/31/2024 stock price assumptions per proxy methodology .
Compensation Structure Analysis
- Mix and risk: 2024 long-term incentives split 50% restricted stock (time vesting) and 50% performance-based stock options with a stock-price hurdle, increasing at-risk, market-aligned pay sensitivity; options vest over three years and require a sustained >$1.00 stock price post-grant to be exercisable .
- Pay-for-performance: 2024 AIP paid at 120.5% of target company-wide, reflecting achievement on RNG monetization, technology partnerships, DOE financing, and safety metrics; Ryan’s AIP structure targets 80% of base, paid at 96.4% of base .
- Governance: Independent Compensation Committee, independent consultant FW Cook, one-year minimum vesting, prohibition on option repricing without shareholder approval, and no excise tax gross-ups .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~76.3% approval at the 2024 Annual Meeting; the Committee continues investor outreach on compensation .
Investment Implications
- Alignment: Significant unvested equity (815,717 RS units; options with price hurdles) and ownership enhance alignment; anti-hedging/pledging and clawback policies further mitigate agency risk .
- Retention vs. pressure: Robust severance, continued vesting on retirement/resignation (18 months), and explicit non-compete payments lower retention risk but could create future selling supply as tranches vest; single-trigger CIC vesting was removed—now double-trigger, which is shareholder-friendly .
- Performance linkage: 2024 cash bonuses tied to concrete milestones (DOE loan commitment, RNG monetization, safety) show operational execution; however, TSR and net losses underscore continued execution risk and financing/scale-up dependence typical of growth-stage carbon abatement platforms .
- Trading signals: Numerous 2025 Form 144s existed company-wide, but specific Form 4 selling detail for Ryan is not provided here; note one late Form 4 related to September 2024 RS grant (administrative timing), not a sell—further insider-trade monitoring recommended ahead of key vesting dates listed above .
