Jaime Guillen
GevoAbout Jaime Guillen
Independent director (since August 2021), age 63; Audit Committee Chair and designated “audit committee financial expert.” Background spans ~30 years in equity investments, project finance, project development, and operations across energy, transport, natural resources, private equity, and fund management; Managing Partner at Faros Infrastructure Partners and Head of Asset Management for Mexico Infrastructure Partners; Chairman of Polaris Infrastructure Inc. (TSX: PIF). Independence affirmed by the Board; Audit Committee membership meets SEC/Nasdaq independence and financial literacy requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Faros Infrastructure Partners LLC | Managing Partner | Since 2014 | Infrastructure investment leadership |
| Mexico Infrastructure Partners | Head of Asset Management | Not disclosed | Asset management oversight |
| Alterra Partners | Chief Executive Officer | Not disclosed | CEO experience in infrastructure |
| Bechtel Enterprises | Managing Director | Not disclosed | Project finance/development |
| Bechtel Financing Services | Vice President | Not disclosed | Financing expertise |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Polaris Infrastructure Inc. (TSX: PIF) | Public company (renewable energy, Latin America) | Chairman of the Board | Current role per GEVO proxy |
| Faros Infrastructure Partners LLC | Private investment firm | Managing Partner | Global infrastructure investing |
| Mexico Infrastructure Partners | Private investment manager | Head of Asset Management | Infrastructure asset oversight |
Board Governance
- Committee assignments: Audit Committee Chair; not a member of Compensation or Nominating & Corporate Governance committees as of April 9, 2025 .
- Independence and expertise: Board determined Audit Committee members are independent and financially literate; Guillen designated an SEC “audit committee financial expert” with Nasdaq financial sophistication .
- Attendance: Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings; Guillen attended the 2024 Annual Meeting of Stockholders .
- Audit Committee activity: 5 meetings in 2024; issued Audit Committee Report and recommended inclusion of audited financials in the 2024 Form 10-K; recommended ratification of Deloitte & Touche LLP for FY2025 .
- Board leadership: Independent Chairman structure; risk oversight spans Board and committees (Audit: financial, operating, and cybersecurity risk) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $85,000 | Paid in arrears |
| Audit Committee Chair retainer | $20,000 | Increased from $15,000 effective after 2024 Annual Meeting |
| Committee member retainer (non-chair) | $5,000 per committee | Applies to membership on committees other than chair |
| Chairman of the Board retainer | $50,000 | Increased from $25,000 effective after 2024 Annual Meeting |
| 2024 Director Cash Fees (Guillen) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $102,500 |
Performance Compensation
| Equity Component | 2024 Amount | Grant Type | Vesting |
|---|---|---|---|
| Option Awards (grant-date fair value) | $126,696 | Stock options under the 2010 Plan | Annual grants vest on first anniversary of grant date; starting in 2025, vest on earlier of next annual meeting or first anniversary |
| Stock Awards | — | Restricted stock (if granted) | Not applicable for Guillen in 2024 |
Performance metrics: Director equity awards are time-based; no performance metrics (e.g., TSR, EBITDA) are applied to director compensation grants .
Other Directorships & Interlocks
| Company | Sector Overlap with GEVO | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Polaris Infrastructure Inc. (TSX: PIF) | Renewable energy (Latin America) | Chairman | No related-party transactions disclosed; Board reviews related-party transactions and reported none since Jan 1, 2024 above $120,000 |
- Compensation governance: Independent Compensation Committee; independent consultant (FW Cook) retained; director compensation periodically benchmarked and adjusted (e.g., increases to chair retainers in 2024) .
Expertise & Qualifications
- Project finance and infrastructure investing expertise (30+ years) spanning energy, transport, natural resources; senior roles at Alterra and Bechtel entities .
- Audit Committee financial expert designation and Nasdaq financial sophistication, supporting oversight of financial reporting and controls .
Equity Ownership
| Beneficial Ownership (as of March 25, 2025) | Shares | % of Outstanding |
|---|---|---|
| Jaime Guillen | 484,570 | * (based on 239,609,874 shares outstanding) |
| Outstanding Equity Awards (as of December 31, 2024) | Vested Options | Unvested Options | Unvested Restricted Stock |
|---|---|---|---|
| Jaime Guillen | 65,885 | 224,639 | — |
- Stock ownership guidelines: Non-employee directors expected to hold 5x annual cash retainer; all individuals subject to guidelines were in compliance as of March 25, 2025, except Mr. Baum due to low stock prices at the time of measurement .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of GEVO stock by directors and officers .
Insider Trading and Section 16 Compliance
| Item | Disclosure |
|---|---|
| 2024 Section 16(a) compliance | All filing requirements timely met during 2024 except one Form 4 for each of Kimberly Bowron, Paul Bloom, Chris Ryan, and Patrick Gruber (no delinquency noted for Guillen) |
Governance Assessment
- Board effectiveness: Guillen’s role as Audit Committee Chair with “financial expert” designation, coupled with active committee engagement (5 meetings) and attendance at the 2024 Annual Meeting, supports strong oversight of financial reporting and risk management .
- Alignment and incentives: Director compensation blends cash retainer with time-based annual equity (~$126k), aligning interests with shareholder outcomes without short-term performance gaming; ownership guidelines further strengthen alignment and compliance is broadly on track .
- Independence and conflicts: Board affirms independence; anti-hedging/pledging policy enforced; no related-party transactions above $120k since Jan 1, 2024; interlocks limited to external chair role at Polaris Infrastructure with no disclosed transactions with GEVO, mitigating conflict risk .
- Shareholder signals: 2024 say-on-pay approval for executives at ~76.3% indicates mixed but acceptable support for compensation practices; Compensation Committee increased investor outreach—suggests responsiveness to shareholder feedback .
RED FLAGS: None disclosed related to Guillen—no related-party transactions, no hedging/pledging, independence affirmed, attendance threshold met .
