Patrick Gruber
GevoAbout Patrick Gruber
Patrick R. Gruber is Gevo’s CEO and a director since 2007; age 64 as of April 9, 2025 . He holds a Ph.D. in chemistry (1988) and an MBA (1994) from the University of Minnesota, with industry recognition including the George Washington Carver Award (2008) and induction into the National Academy of Engineering (2024) . Under his tenure, Gevo’s FY performance shows negative net income and EBITDA as the company pursues growth investments; TSR per the SEC pay-versus-performance table was $49.18 in 2024 (from an initial $100), reflecting share price pressure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Outlast Technologies | President & CEO | 2005–2007 | Led all aspects of operations in textiles technology |
| NatureWorks (Cargill Dow LLC) | Co-founder; VP Tech & Ops; CTO | 1997–2005 | Commercialized PLA bioplastics; scaled renewable polymers |
| Cargill | Various technology/GM roles | ~1989–1997 | Built interface of chemistry/biology for renewables |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Segetis, Inc. | Director | 2007–May 2012 | Specialty chemicals focus |
| Green Harvest Technologies, LLC | Director | 2007–Jan 2012 | Renewable tech venture |
| Outlast Technologies | Director | 2007–2008 | Board service post-CEO |
| National Academy of Engineering | Member | 2024–present | Elected for renewable chemicals/fuels |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary | $670,800 | +3% vs 2023 |
| Target Bonus % | 100% of base | Annual cash incentive target |
| Actual Bonus Paid | $808,314 | Paid at 120.5% of target |
| Perquisites | $60,589 total | Corporate apartment $34,082; tax gross-up $26,508 |
Multi-year summary (salary, bonus, equity, total):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 670,800 | 808,314 | 856,350 | 768,385 | 60,589 | 3,103,849 |
| 2023 | 634,808 | 806,250 | 1,181,249 | 1,062,381 | 61,470 | 3,746,158 |
| 2022 | 552,855 | 312,500 | 1,588,299 | 945,300 | 60,800 | 3,459,754 |
Performance Compensation
2024 annual bonus framework and results:
| Metric | Weighting | Target | Actual/Modifier | Payout Contribution |
|---|---|---|---|---|
| RNG project financial thresholds (ITC monetization) | 15% | Threshold met | 120% modifier | 18.0% |
| Accelerate ethanol-to-olefins (LG Chem, Axens) | 10% | Agreements | 150% | 15.0% |
| Verity operational/financial goals | 15% | First revenue, new customers | 150% | 22.5% |
| RNG bonds remarketing | 10% | Completed | 100% | 10.0% |
| Climate-Smart Farm to Flight expansion | 10% | ~125,000 acres | 100% | 10.0% |
| Net-Zero Projects progress (DOE loan, acquisition) | 30% | DOE conditional $1.46B, Red Trail assets | 100% | 30.0% |
| Safety (TRIR ≤ 1.1) | 10% | TRIR 1.01 | 150% | 15.0% |
| Total | 100% | — | — | 120.5% |
2024 equity grants (performance-based options + restricted stock):
| Grant Type | Grant Date | Shares | Strike | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options | 5/22/2024 | 1,195,000 | $0.71 | 33.33% annually over 3 years | Exercisable only after stock closes >$1.00 for 20 consecutive trading days |
| Restricted Stock | 5/22/2024 | 1,195,000 | — | 33.33% annually over 3 years | Time-based vesting |
| Restricted Stock (non-compete consideration) | 9/1/2024 | 10,000 | — | Time-based | Linked to employment agreement non-compete |
Detailed vesting schedule for Mr. Gruber’s restricted stock (as of Dec 31, 2024):
| Vest Date | Shares |
|---|---|
| 5/22/2025 | 398,333 |
| 7/26/2025 | 218,774 |
| 8/03/2025 | 247,641 |
| 9/01/2025 | 3,333 |
| 5/22/2026 | 398,333 |
| 8/03/2026 | 247,642 |
| 9/01/2026 | 3,333 |
| 5/22/2027 | 398,334 |
| 9/01/2027 | 3,334 |
Outstanding equity awards (as of Dec 31, 2024):
| Grant | Exercisable Options | Unexercisable Options | Strike | Expiration |
|---|---|---|---|---|
| 5/22/2024 | — | 1,195,000 | $0.71 | 5/21/2034 |
| 8/03/2023 | 247,641 | 495,283 | $1.75 | 8/03/2033 |
| 7/26/2022 | 294,761 | 147,381 | $3.92 | 7/26/2032 |
| 8/20/2021 | 1,045,800 | — | $4.98 | 8/20/2031 |
| 7/09/2015 | 178 | — | $876.00 | 7/29/2025 |
2024 vesting/exercises:
| Event | Shares | Value |
|---|---|---|
| Restricted Stock Vested | 815,015 | $521,199 |
| Stock Options Exercised | 0 | — |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership | 5,776,750 shares (2.4% of outstanding) |
| Options Exercisable within 60 Days | 1,986,713 shares |
| Unvested Restricted Shares (as of 12/31/2024) | 1,919,057 |
| Ownership Guidelines (CEO) | 5.0x base salary; expected to retain 50% of post-tax shares until met |
| Guideline Compliance (as of 3/25/2025) | All in compliance except Chairman Baum; implies CEO compliant |
| Hedging/Pledging | Prohibited for all directors/officers |
| Clawback | SEC/Nasdaq-compliant compensation recovery policy |
Employment Terms
| Provision | Terms |
|---|---|
| Role/Term | CEO with amended & restated employment agreement (Aug 2024) |
| Bonus Target | Up to 100% of base; additional discretionary bonuses possible |
| Annual Equity Target | At median CEO target value of peer group |
| Severance (without cause/for good reason) | 24 months base + 2.0x target bonus + pro-rata bonus (avg of prior 3 years) + 18 months COBRA + immediate vesting of all equity; requires release |
| Death/Disability | 12 months base salary |
| Non-Compete/Non-Solicit | In-effect during employment and 2 years post-termination; consideration includes 10,000 RS + cash equal to 18 months base + 1.5x target bonus (repayable if covenant breached) |
| Retirement Transition | If “Retirement Criteria” met post-65, receives same cash and COBRA as good-reason severance; release required |
| Change-of-Control | Single-trigger severance/vesting eliminated; upon termination in connection with CoC, equity vests and severance same as above; CoC defined per equity plan |
Board Governance
- Board Service: Director since 2007; not independent due to CEO role .
- Board Leadership: Independent Chairman (William H. Baum); CEO not Chairman, separating roles .
- Committees: None for CEO; committee membership shown for other directors; 8 board meetings in 2024; ≥75% attendance by all directors; CEO attended 2024 annual meeting .
- Director Compensation: CEO not compensated for board service .
- Say-on-Pay: 2024 approval ~76.3% .
- Compensation Committee: Independent members (Chair Andrew Marsh); uses independent consultant FW Cook; peers set in Nov 2023 .
COMPENSATION & INCENTIVES Analysis
- Cash vs Equity Mix: 2024 total comp $3.10M with equity ($1.62M grant-date value across stock/options) and cash (salary+bonus $1.48M), slightly lower than 2023 totals as equity grant values decreased YoY .
- Performance Conditions: Options require sustained share price >$1.00; aligns realizable pay with shareholder returns and retention via three-year vesting .
- Targeting and Peers: Committee generally targets 50th percentile for salary, bonus, and equity, adjusted for performance and criticality; peer group includes renewable fuels/energy tech names .
- Clawback and Policies: SEC/Nasdaq-compliant clawback; bans hedging/pledging; minimum one-year vesting for equity (limited exceptions) .
RISK INDICATORS & RED FLAGS
- Section 16(a) Filings: One late Form 4 filing for restricted stock on Oct 1, 2024 (also for other executives), suggests an administrative lapse but not a selling event .
- Option Repricing: Not permitted without shareholder approval; plan contains no evergreen or liberal share recycling .
- Governance Structure: Independent chair mitigates CEO/director dual-role concerns; CEO not on committees, preserving checks/balances .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $1,175,000* | $17,200,000* | $16,915,000* |
| EBITDA ($) | $(69,551,000)* | $(62,828,000)* | $(67,581,000)* |
| Net Income ($) | $(98,007,000) | $(66,215,000) | $(78,640,000) |
| Cash from Operations ($) | $(44,311,000)* | $(53,719,000)* | $(57,383,000)* |
| Values marked with * were retrieved from S&P Global. |
Key 2024 achievements included DOE Loan Programs Office conditional commitment of $1.46B for ATJ-60, Red Trail acquisition, RNG bond remarketing/ITC monetization, Verity commercial traction, and YE cash/cash equivalents/restricted cash of $259.0M .
TSR proxy metric (value of $100 initial investment):
| Year | TSR Value |
|---|---|
| 2021 | $100.71 |
| 2022 | $44.71 |
| 2023 | $27.29 |
| 2024 | $49.18 |
Equity Ownership & Insider Selling Pressure
- Insider Transactions: No option exercises in 2024; significant RS vesting (815,015 shares) may imply withholding for taxes but no selling disclosed; hedging/pledging prohibited .
- Alignment: Beneficial ownership 2.4%; substantial unvested RS and multi-year vesting schedules indicate retention alignment; CEO ownership guidelines 5x salary and compliance status achieved .
Compensation Peer Group (2024 cycle)
Peer group comprised U.S. renewables/energy technology/industrial names like Aemetis, Clean Energy Fuels, FuelCell Energy, LanzaTech, Montauk Renewables, NextDecade, Origin Materials, PureCycle, Tellurian, Vertex Energy, Workhorse, among others .
Director Compensation (for Gruber as Director)
- Cash/Equity: None; CEO is not compensated for director service .
Governance Details: Committees and Attendance
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Audit | Jaime Guillen | Ellet, Mize | 5 |
| Compensation | Andrew Marsh | Amorelli, Battershell | 5 |
| Nominating & Corporate Governance | William Baum | Mize | 5 |
| CEO Gruber serves on none of the committees ; Board met 8 times with ≥75% attendance rate for all directors; CEO attended the 2024 annual meeting . |
Employment & Contracts – Change-of-Control Economics
| Trigger | Equity | Cash Severance | COBRA | Other |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | Immediate vesting of all equity | 24 months base + 2.0x target bonus + pro-rata bonus | 18 months | Release required |
| Change-of-Control + qualifying termination | Same equity vesting; single-trigger removed | Same severance as above | 18 months | CoC per plan |
| Non-compete consideration | 10,000 RS + cash equal to 18 months base + 1.5x target bonus (repayable if breached) | — | — | 2-year duration |
Performance & Track Record
- Strategic wins: DOE $1.46B conditional guarantee (ATJ-60), Red Trail assets acquisition, RNG financial optimization, Verity commercial progress .
- Financials: Continued net losses as development accelerates; focus on long-term value creation via project finance/credits (RINs/state credits/IRA) .
Board Service History and Dual-role Implications
- Board Service: Director since 2007; CEO and director dual role .
- Independence: Not independent; mitigated by independent Chairman and strong committee independence; executive sessions and governance guidelines in place .
- Attendance: ≥75% board/committee attendance for all directors in 2024; CEO attended annual meeting .
- Compensation for Board Service: None for CEO .
Investment Implications
- Pay-for-performance alignment: Equity is largely performance/market-price contingent, with three-year vesting and share-price hurdle for options, aligning realizable pay to TSR; 2024 bonus tied to tangible milestones (DOE loan, bond remarketing, Verity commercialization), indicating operationally linked incentives .
- Retention risk: Robust severance, retirement transition benefits, and significant unvested equity reduce near-term departure risk; non-compete consideration adds further retention/guardrails .
- Insider selling pressure: No option exercises in 2024; substantial RS vesting but anti-hedging/pledging policy lowers selling/pledging risks; watch future vest dates (2025–2027) for potential tax-related disposals .
- Governance quality: Independent chair, independent committees, stock ownership guidelines, clawback, and compensation consultant point to solid governance practices, partially mitigating CEO/director dual-role concerns .
- Performance backdrop: Continued losses and negative cash from operations reflect development-phase economics; 2024 DOE support and portfolio moves may be catalysts; TSR has been volatile, so option realizability is sensitive to project execution and financing milestones .
