Mary Kathryn Ellet
GevoAbout Mary Kathryn Ellet
Mary Kathryn (“Katie”) Ellet, age 51, has served as an independent director of Gevo since January 2024 and is a member of the Audit Committee. Her background spans executive leadership in hydrogen energy and chemicals and operational roles including EHSQ and production management; she began her career as an engineer at BASF. She currently serves as CEO of ETCH, Inc. (since October 2024), with prior leadership roles at Air Liquide Hydrogen Energy, EC Industrial Holdings, and SI Group, bringing expertise in renewable energy applications, hydrogen, go‑to‑market and growth strategies, IP portfolio management, and business intelligence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Liquide Hydrogen Energy, LLC | President, H2E and Mobility | Oct 2021 – Sep 2024 | Led hydrogen mobility, bringing sector expertise to Gevo’s energy transition focus |
| EC Industrial Holdings, LLC | Chief Executive Officer | Aug 2020 – Sep 2021 | CEO experience informs strategy and governance |
| SI Group, Inc. | VP Oilfield Solutions; Sr. Director Strategic Markets – Fuels/Lubes/Surfactants; Director Strategic Business Intelligence; Production Manager; EHSQ Manager | May 2006 – Jun 2020 (roles spanning 2010–2020) | Operational, market, and EHSQ credentials support risk oversight |
| BASF Corporation | Engineer | Early career | Technical foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ETCH, Inc. | Chief Executive Officer | Oct 2024 – Present | Concurrent CEO role indicates significant external time commitment |
Board Governance
- Classification and term: Class III director; nominated for re‑election to serve until the 2028 Annual Meeting .
- Independence: The Board determined all committee members are independent; Ms. Ellet is disclosed as independent .
- Committees and chairs (as of Apr 9, 2025): Audit Committee member; Audit Chair: Jaime Guillen; Compensation Chair: Andrew J. Marsh; Nominating & Corporate Governance Chair: William H. Baum .
- Meeting cadence and attendance: Board held 8 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; Audit, Compensation, and Nominating committees each held 5 meetings in 2024 .
- Audit Committee report: Audit Committee (Guillen, Ellet, Mize) recommended inclusion of 2024 audited financials in Form 10‑K after independence and controls reviews with Deloitte .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Compensation | Not a member | 5 |
| Nominating & Corporate Governance | Not a member | 5 |
Fixed Compensation
| Component | 2024 Amount ($) | Policy/Rate |
|---|---|---|
| Annual cash retainer | 84,235 | Standard non‑employee director cash retainer: $85,000 per year; paid in arrears |
| Committee membership cash retainer | Included in cash total | $5,000 per committee (non‑chair members) |
| Committee chair fees | N/A for Ellet | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $10,000 |
| Chairman additional cash retainer | N/A for Ellet | $50,000 for independent Chairman |
Performance Compensation
| Equity Type | Grant/Status | Number | Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Restricted stock (pro‑rated on appointment) | Granted 2024 | 62,821 unvested shares as of 12/31/2024 | 73,501 | Vests on first anniversary of grant date |
| Stock options (annual grant) | Unvested as of 12/31/2024 | 224,639 unvested options | 126,696 (grant‑date fair value for 2024) | Annual equity grants vest on first anniversary; starting 2025 vest on earlier of next annual meeting or first anniversary |
- Non‑employee director equity program: Annual equity grant valued at ~ $126,000 (restricted stock or options, at Committee’s discretion) .
- Minimum vesting: One‑year minimum vesting period (limited exceptions) .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company directorships or interlocks disclosed in the proxy . |
Expertise & Qualifications
- Practical expertise in renewable energy applications, hydrogen, chemical products, go‑to‑market and growth strategies, IP portfolio management, and business intelligence .
- Audit Committee member (financial literacy required); Audit Chair designated as financial expert is Jaime Guillen .
Equity Ownership
| As-of Date | Beneficial Shares | % of Shares Outstanding | Options Exercisable within 60 Days | Unvested Restricted Stock |
|---|---|---|---|---|
| Mar 25, 2025 | 287,460 | <1% | 224,639 | Included in beneficial ownership; all unvested restricted stock has voting rights |
| Dec 31, 2024 (status table) | — | — | 224,639 unvested options | 62,821 unvested shares |
- Stock ownership guidelines: Non‑employee directors expected to own 5x their annual cash retainer; as of Mar 25, 2025, all subject individuals were in compliance except Mr. Baum (due to low stock prices at measurement) .
- Hedging/pledging: Prohibited for directors and management; no short sales or derivatives allowed .
Governance Assessment
- Independence and committee effectiveness: Independent director on Audit Committee; Audit Committee conducted standard oversight (auditor independence, controls, PCAOB/SEC requirements) and recommended inclusion of audited financials, signaling appropriate financial governance .
- Attendance and engagement: Board and committee meeting cadence (8 Board; 5 Audit) with minimum 75% attendance achieved by each director in 2024 supports baseline engagement; continued monitoring warranted given her concurrent external CEO role at ETCH .
- Alignment and incentives: Director pay mix includes cash and material equity (restricted stock and options); annual equity valued at ~$126k with one‑year vesting aligns director interests to shareholders and avoids short‑termism via minimum vesting . 2024 totals for Ellet: cash $84,235; stock awards $73,501; option awards $126,696; total $284,432 .
- Ownership and risk policies: Compliance with stock ownership guidelines (except Baum) and strict anti‑hedging/anti‑pledging policy strengthen alignment and reduce risk; no option repricing allowed without shareholder approval; no excise tax gross‑ups or enhanced benefits for management .
- Conflicts/related parties: No related party transactions >$120,000 involving directors since Jan 1, 2024; Board reviews and oversees potential conflicts, applying fairness standards and majority‑of‑disinterested directors approval .
- Shareholder perspectives: 2024 say‑on‑pay approval ~76.3% indicates moderate support for executive pay practices; Compensation Committee is increasing investor outreach, which can improve governance credibility .
RED FLAGS
- None disclosed regarding related‑party transactions (> $120,000), hedging/pledging, or delinquent reporting for Ms. Ellet; continued monitoring of time commitments is prudent given concurrent external CEO role .
Watchpoints
- Director equity program includes stock options for directors (in addition to restricted stock); vesting policies are conservative, but option usage for directors should be observed over time for incentive alignment .
