James Barber
GevoAbout James J. Barber
Independent Class II director at Gevo, appointed May 21, 2025, with a term through the 2027 annual meeting; serves on the Audit Committee. Education: Ph.D. in Organic Chemistry (MIT) and B.S. in Chemistry (RPI). Recognitions: American Chemical Society Henry F. Whalen, Jr. Award for Business Development; National Association of Corporate Directors (NACD) Directorship Certification. The Board determined Barber is independent under Nasdaq and SEC rules for audit committees; no related-party transactions or appointment arrangements were disclosed; he will receive standard non-employee director compensation prorated for time served.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various public and private companies | Director | ~20 years (not individually specified) | Board experience across fuels, chemicals, biobased materials, micro-optics, carbon nanofibers, utilities, JV/licensing; breadth cited by GEVO Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graham Corporation (NYSE: GHM) | Director | Current (as of May 2025) | Chair, Compensation Committee; Member, Audit; Member, Nomination & Governance |
Board Governance
- Committee assignments: Audit Committee member (GEVO) .
- Independence: Affirmed by Board for Nasdaq/SEC audit committee standards .
- Board size increased to nine directors when Barber was appointed (signal of governance expansion) .
- Attendance/engagement: Not yet disclosed for 2025 given appointment after the 2025 proxy date; will be reported in next proxy if applicable.
- Lead Independent Director and executive sessions: Not specified in the cited materials; GEVO maintains director independence and committee charters per governance disclosures .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $85,000 | Paid in arrears |
| Chairman of the Board additional retainer | $50,000 | Increased effective after 2024 annual meeting |
| Audit Committee Chair additional retainer | $20,000 | Increased effective after 2024 annual meeting |
| Compensation Committee Chair additional retainer | $15,000 | |
| Nominating & Corporate Governance Chair additional retainer | $10,000 | |
| Committee member retainer (non-chair) | $5,000 per committee | |
| Reimbursement of expenses | Reasonable travel/other expenses | Standard policy |
| Barber’s initial year treatment | Prorated standard director compensation | As specified upon appointment |
Performance Compensation
| Equity Component | Grant Value | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual equity grant (non-employee director) | ≈$126,000 | Restricted stock or stock options (Committee discretion) | Starting in 2025, vests on the earlier of next annual meeting or first anniversary of grant | No performance-based metrics disclosed for director equity; grants are time-based |
- Equity plan mechanics: The Amended & Restated 2010 Stock Incentive Plan permits RSUs, restricted shares, options/SARs, with terms set by the Committee; vesting/forfeiture per award agreements; settlement may be in cash or shares.
- Change-in-control treatment: Administrator may assume/substitute, accelerate vesting, cash out, terminate with full vesting immediately prior to consummation; assumed awards accelerate on post-CIC involuntary termination within 12 months.
- Clawback/recoupment: Company maintains a Compensation Recovery Policy compliant with Exchange Act Section 10D-1 and Nasdaq (recovers incentive-based compensation upon restatement); awards under the 2010 Plan are subject to termination, rescission, and recapture if conditions are violated, with defined recoupment window (generally within three years of restatement).
Other Directorships & Interlocks
| Company | Relationship to GEVO | Interlocks/Conflict Notes |
|---|---|---|
| Graham Corporation (NYSE: GHM) | No disclosed customer/supplier relationship with GEVO | Board appointment disclosed; no related-party transactions; independence affirmed for audit committee service |
- Related-party transactions: None with Barber required to be reported under Item 404(a); no appointment arrangements/understandings.
Expertise & Qualifications
- Technical expertise: Fuels, chemicals, biobased materials, micro-optics, carbon nanofibers; strategy, joint ventures, licensing.
- Education: Ph.D., Organic Chemistry (MIT); B.S., Chemistry (RPI).
- Governance credentials: NACD Directorship Certification; ACS Henry F. Whalen, Jr. Award for Business Development.
Equity Ownership
- Beneficial ownership at GEVO: Not disclosed for Barber in the 2025 proxy (measurement date March 25, 2025) due to appointment occurring May 21, 2025; thus no shares/derivatives reported for Barber in that filing. (2025 proxy tables list other directors; Barber appointed post-record date)
- Stock ownership guidelines: Directors are expected to hold 5x annual cash retainer; individuals must retain 50% of net shares from equity awards until compliant; compliance measured over up to five years from becoming a director.
- Hedging/pledging: Prohibited for management and directors (alignment safeguard).
Governance Assessment
-
Strengths
- Independence and audit committee eligibility; no related-party transactions disclosed (reduces conflict risk) .
- Deep technical domain expertise aligned with GEVO’s fuels/chemicals strategy; external board leadership (GHM comp chair) enhances compensation oversight credibility .
- Director pay structure balances cash ($85k) with equity (~$126k), time-based vesting, and strong ownership guidelines (5x retainer), plus prohibition of pledging/hedging—supports alignment with shareholders .
- Robust clawback/recoupment framework and defined CIC treatment on awards—positive governance signals .
-
Watch items
- Ownership alignment: Monitor Barber’s progress toward 5x retainer guideline in future proxies (new appointee, timeline up to five years) .
- Attendance/engagement: Confirm 2025 and 2026 attendance once reported to assess board effectiveness (not yet disclosed due to appointment timing).
- Say-on-pay investor sentiment: 2024 say-on-pay support was 76.3%—adequate but not high; Compensation Committee increasing outreach; Barber’s comp oversight experience may support improvements in investor engagement .
-
RED FLAGS
- None identified: No related-party transactions; pledging/hedging forbidden; option repricing requires stockholder approval; clawback policy in place .
