Kimberly Bowron
GevoAbout Kimberly Bowron
Kimberly T. Bowron, age 55, is Gevo’s Chief People and IT Officer (since Nov 2024), following service as Chief People Officer (Sept 2021–Nov 2024) and Chief Human Resources Officer (June–Sept 2021). She joined Gevo in June 2021 and reports to senior leadership, including providing cybersecurity risk reporting to the Audit Committee via the Chief People Officer function, reflecting her IT oversight . Gevo discloses pay-versus-performance visuals (TSR and net income) at the company level; person-specific performance metrics are not disclosed for Bowron .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Petrochemicals Group (TPC Group) | Director of Human Resources | Nov 2018–Jun 2021 | Led HR at a chemicals company; experience in industrial talent systems |
| Health Consultants Inc. | Vice President of Human Resources | 2017–2018 | Human capital leadership in services; compensation and retention processes |
| Alert Logic, Inc. | Senior Vice President, Human Resources | 2014–2016 | HR leadership at a cybersecurity company; exposure to security talent and IT processes |
| Cadre Services Inc. | Chief Administrative Officer | 2007–2014 | Admin leadership at diversified oilfield services; organizational operations |
External Roles
No public company directorships or external board roles disclosed for Bowron .
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | $333,350 |
| Target Bonus (% of Base) | 65% |
| Actual Bonus Paid ($) | $245,775 |
Notes:
- Annual cash incentives are based on Company and individual goals; Compensation Committee targets are informed by market assessments (Aon for 2023) .
Performance Compensation
Annual Incentive Structure (2023)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual cash bonus | Discretionary vs. Company/individual goals | 65% of base salary | Achievement assessed by Compensation Committee | Paid 65% of base (see $245,775) | Cash (annual) |
Equity Grants (2023 awards)
| Grant Type | Grant Date | Quantity | Strike/Terms | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Premium-priced stock options | 8/3/2023 | 85,499 | $1.75 strike; exercisable only after price ≥ strike for 20 consecutive trading days | $122,264 | 1/3 on grant anniversary for 3 years |
| Restricted stock | 8/3/2023 | 85,499 | Voting rights on issuance | $135,943 | 1/3 on grant anniversary for 3 years |
Program design context:
- 2023 long-term incentives were 50% premium-priced options and 50% restricted stock for NEOs; premium pricing ~10% above market and an exercisability condition to sustain price at/above strike for 20 consecutive trading days, emphasizing performance linkage and retention .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 339,289 shares (as of Mar 25, 2024) |
| Ownership as % of outstanding | <1% (“*”) |
| Unvested restricted stock (12/31/2023) | 168,922 shares; market value $195,950 (at $1.16 on 12/29/2023) |
| Options – unexercisable (12/31/2023) | 85,499 (2023 grant, $1.75, exp. 8/3/2033); 30,937 (2022 grant, $3.92, exp. 7/26/2032); 37,500 (2021 grant, $4.98, exp. 8/20/2031) |
| Hedging/Pledging | Prohibited for all executives and directors |
| Stock ownership guidelines | Senior management: 3x base salary; compliance required within 5 years; Bowron was in compliance as of Mar 25, 2024; broader compliance reiterated as of Mar 25, 2025 (exceptions named did not include Bowron) |
Insider trading compliance:
- One late Form 4 filing on Oct 1, 2024 to report a Sept 1, 2024 restricted stock grant (company-wide disclosure of delinquent Section 16(a) reports) .
Employment Terms
| Provision | Bowron Terms |
|---|---|
| Offer letter | May 2021; initial base salary $260,000; eligible for annual bonus up to 40% and equity up to 70% of salary; at-will employment |
| CIC Plan participation | Participant in Change-in-Control Plan (approved Nov 29, 2022) |
| CIC double-trigger economics | If terminated without Cause or resigns for Good Reason within 30 days before or 12 months after a CIC: immediate vesting of all unvested equity (performance awards vest at target), 12 months salary continuation, payment of target annual bonus for year of termination, up to 12 months COBRA premium reimbursement (subject to release) |
| Non-CIC severance | Not disclosed for Bowron beyond offer letter; 2024 proxy table shows no salary/bonus/equity acceleration for “termination without cause and no change in control” |
Potential payments illustration (assuming 12/31/2023 termination):
| Scenario | Salary ($) | Bonus ($) | Accelerated Equity ($) | Benefits ($) |
|---|---|---|---|---|
| Termination without cause (no CIC) | — | — | — | — |
| Termination without cause or resignation for Good Reason within CIC window | 333,500 | 216,775 | 195,950 | 26,656 |
Clawback policy:
- 2023 Compensation Recovery Policy (effective Oct 2, 2023) compliant with SEC/Nasdaq; recovery of incentive-based compensation after restatements; 2022 policy applies to awards received prior to Oct 2, 2023 .
Compensation Structure Analysis
- Shift to performance-conditioned options: Premium-priced (2023) and performance-based exercisability conditions (sustained price) link equity value to shareholder returns, increasing at-risk pay and reducing windfalls .
- Ownership alignment reinforced by 3x salary guideline, anti-hedging/pledging, minimum one-year vesting, and no option repricing without shareholder approval .
- External consultant benchmarking: Aon in 2023; FW Cook referenced in 2025, indicating continued third-party calibration of base pay and incentive targets .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval ~81.6% in 2023; ~76.3% in 2024; Compensation Committee increased investor outreach and retained independent consultant support .
Risk Indicators & Red Flags
- Section 16(a) delinquency: one late Form 4 for Bowron in Oct 2024 (administrative timing issue disclosure) .
- Anti-hedging/pledging rules reduce misalignment risks; no related-party transactions involving executives >$120,000 disclosed for 2024–2025 periods .
- No excise tax gross-ups and no option repricing without shareholder approval (shareholder-friendly governance) .
Investment Implications
- Strong alignment mechanisms (performance-conditioned options, 3x ownership guideline, anti-hedging/pledging) suggest lower incentive to sell pre-vesting and encourage retention; Bowron’s beneficial ownership is <1% but includes significant unvested equity, creating continued alignment through vesting milestones .
- CIC plan provides standard double-trigger protections (12 months salary, target bonus, equity acceleration), which may modestly elevate retention risk if strategic shifts occur, but absence of non-CIC severance benefits (as illustrated) indicates limited guaranteed payouts outside CIC events .
- Administrative late Form 4 likely immaterial; continued use of independent consultants and say-on-pay support in mid-70s to low-80s suggests compensation governance broadly acceptable to investors .
