Gary Mize

About Gary W. Mize

Gary W. Mize (age 74) has served as an independent director of Gevo, Inc. since September 2011 and currently sits on the Audit Committee and the Nominating and Corporate Governance Committee . He is a career agribusiness and commodities executive with international operating experience, including expatriate assignments in Switzerland, Brazil and Hong Kong . He is independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO are independent; Mize is independent .
• Board leadership: Independent Chair structure (Chairman William H. Baum) .
• Committee assignments and meetings:
  • Audit Committee: Member; 5 meetings in 2024 .
  • Nominating & Corporate Governance Committee: Member; 5 meetings in 2024 .
• Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Mize attended the 2024 Annual Meeting of Stockholders .
• Risk oversight: Audit Committee oversees financial reporting and cybersecurity risk; Nominating & Corporate Governance oversees independence, conflicts and succession .

Fixed Compensation

Performance Compensation

No director performance metrics (TSR, EBITDA, etc.) are disclosed for non-employee director equity; awards vest time-based per policy .

Other Directorships & Interlocks

• Related party transactions: None >$120,000 since Jan 1, 2024 involving directors or their immediate family, other than disclosed compensation .
• Indemnification and D&O insurance in place, standard for director retention .

Expertise & Qualifications

• Decades of agribusiness leadership with Cargill and ConAgra; international COO/ED experience at Noble Group .
• Governance experience as lead director and committee chair at a public company (Darling Ingredients) .
• Committee service at Gevo aligns with financial oversight (Audit) and governance/ESG/talent oversight (Nominating & Corporate Governance) .

Equity Ownership

Governance Assessment

• Independence and tenure: Long-tenured independent director (since 2011) with deep sector expertise; independent status confirmed .
• Committee engagement: Active roles on Audit and Nominating & Corporate Governance (both met 5 times in 2024), supporting oversight of financial reporting and governance risks including conflicts and succession .
• Attendance: At least 75% attendance across Board and committees; attended the 2024 Annual Meeting, indicating engagement .
• Compensation mix and alignment: Balanced cash ($96,598) and equity ($126,696 options), with equity vesting time-based; annual equity sized at ~$126k aligns director interests with shareholders .
• Ownership alignment: 545,705 shares beneficially owned with significant option exposure; hedging/pledging prohibited; directors largely compliant with ownership guidelines .
• Conflicts/related-party: No related-party transactions involving Mize; however, concurrent leadership at Darling Ingredients (Lead Director and committee chair) is an industry adjacency to monitor for potential information flow or conflicts; Gevo discloses review standards and reports none .
• Investor signals: Company-wide say-on-pay received ~76.3% approval in 2024, a moderate level suggesting scope for continued investor engagement on compensation; Compensation Committee has increased outreach efforts .

RED FLAGS

• None disclosed for Mize on related-party transactions, pledging/hedging, or attendance shortfalls .
• Industry interlock: Lead Director role at Darling Ingredients warrants ongoing monitoring for competitive or counterparty overlaps, though no transactions disclosed with Gevo .

Committee Assignments Summary

Director Compensation Summary (2024)

Ownership Detail (as of Mar 25, 2025 and Dec 31, 2024)

Policies Relevant to Director Alignment

• Stock Ownership Guidelines: Directors expected to hold 5x annual cash retainer; compliance broadly achieved as of Mar 25, 2025 .
• Anti-Hedging/Pledging: Prohibited for directors and officers; approvals and trading windows enforced under Insider Trading Policy .
• Equity Plan Provisions: Non-employee director total compensation capped at $1,000,000 per year; change-in-control provisions allow acceleration/substitution at administrator discretion .

Overall, Mize’s independent status, long-standing governance experience, committee participation, and equity exposure support alignment with shareholders. The Darling Ingredients interlock is the primary area for conflict monitoring, but Gevo reports no related-party transactions and has formal review standards in place .