William Baum

About William H. Baum

Independent Chairman of the Board at Gevo, Inc.; age 80; director since January 2016. Background spans senior business development roles in biofuels/biotech: Chief Business Development Officer at Genomatica (2010–2014) and multiple executive positions at Diversa/Verenium (1997–2010); prior commercial leadership at International Specialty Products and Betz Laboratories. Committee expertise in governance as Chair of Nominating & Corporate Governance; Board determined independent status.

Past Roles

Organization	Role	Tenure	Committees/Impact
Gevo, Inc.	Independent Chairman; Director	Jan 2016–present	Chair, Nominating & Corporate Governance; board leadership and governance oversight
Genomatica, Inc.	Chief Business Development Officer	Sep 2010–Apr 2014	Commercial strategy/business development
Diversa (Verenium)	VP Sales & Marketing; SVP BD; EVP BD	Aug 1997–Aug 2010	Biofuels BD and commercialization
International Specialty Products	VP Global Sales & Marketing	Prior to 1997	Specialty chemicals commercial leadership
Betz Laboratories	Various executive roles	Prior to 1997	Specialty chemicals operations/commercial roles

External Roles

Organization	Role	Tenure	Notes
CanBiocin Inc.	Director	Current	Private company; no related-party transactions disclosed with Gevo
Watt Companies, Inc.	Director	Current	Private company; no related-party transactions disclosed with Gevo
Arzeda Corporation	Director	Current	Private company; no related-party transactions disclosed with Gevo
Leaf Resources Limited (ASX: LER)	Director	Jun 2017–Jul 2022	Prior public company directorship

Board Governance

Leadership: Independent Chairman; roles separated (CEO and Chair), enhancing independent oversight.
Independence: Board unanimously determined Baum is independent under Nasdaq standards.
Committees: Chair, Nominating & Corporate Governance; committee oversees director independence, conflicts, succession, ESG, talent, and health/safety.
Board/Committee Activity and Attendance:
- Board met 8 times in 2024; each director attended ≥75% of Board/committee meetings; Baum attended the 2024 Annual Meeting.
- Committee meetings held in 2024: Audit (5), Compensation (5), Nominating & Corporate Governance (5).

Fixed Compensation (Non‑Employee Director)

Component (FY 2024)	Amount (USD)
Cash fees earned	$132,500
Stock awards	$0
Option awards (grant‑date fair value)	$126,696
Total	$259,196

Policy reference: Annual cash retainer $85,000; Chairman retainer $50,000; committee chair fees (Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000); committee member retainer $5,000. Annual director equity grant targeted at ~$126,000; starting in 2025, vests at the earlier of next annual meeting or first anniversary.

Performance Compensation (Director Equity Design and Metrics)

Equity Design	Vesting	Performance Metrics
Annual director equity (restricted stock or options)	Historically vests on first anniversary; from 2025, vest at earlier of next annual meeting or 1‑year	None disclosed for directors; grants are time‑based (no TSR/financial hurdles)

Other Directorships & Interlocks

Current outside boards: CanBiocin Inc.; Watt Companies, Inc.; Arzeda Corporation; prior Leaf Resources Limited (ASX: LER). No related-party transactions >$120,000 involving Baum or these entities in 2024–2025 disclosed.

Expertise & Qualifications

Deep biofuels/biotech commercialization and business development experience; prior senior roles at Genomatica and Diversa/Verenium.
Governance leadership: Chair of Nominating & Corporate Governance, overseeing independence, conflicts, succession planning, ESG, talent, health and safety.
Independent Chair structure supports stronger risk oversight and agenda setting by independent directors.

Equity Ownership

Ownership Detail	Amount
Total beneficial ownership	509,203 shares (<1%)
Vested stock options	65,885
Unvested stock options	224,639
Unvested restricted stock	0
Shares pledged/hedged	Company policy prohibits hedging and pledging by directors
Ownership guidelines	Directors: 5x annual cash retainer; all were in compliance as of Mar 25, 2025 except Baum due to low stock prices at measurement time (shortfall noted)

Governance Assessment

Positives
- Independent Chairman with long tenure and sector expertise enhances board effectiveness and strategic oversight.
- Clear committee responsibilities; governance committee chaired by Baum provides direct oversight of independence, conflicts, succession, ESG, talent, and safety.
- Transparent director pay program benchmarked with independent consultant; modest equity grants; annual award cap of $1,000,000 for non‑employee directors under the equity plan.
- No related‑party transactions involving directors/executives above $120,000 disclosed; firmwide anti‑hedging/anti‑pledging policy in place.
Watch items / RED FLAGS
- Stock ownership guideline non‑compliance: Baum did not meet the 5x cash retainer guideline as of Mar 25, 2025, attributed to low stock prices at measurement—still a potential alignment concern until remedied.
- Director cash/equity mix is time‑based without performance hurdles; while common for directors, it provides limited direct pay‑for‑performance linkage.
Additional signals
- Board/committee attendance met minimum thresholds; Baum attended the 2024 Annual Meeting, supporting engagement.
- 2024 say‑on‑pay approval of 76.3% suggests moderate shareholder support of compensation practices; continued investor engagement planned.

Overall: Baum’s governance leadership and industry background are strengths for board effectiveness. Ownership guideline shortfall and lack of performance conditions on director equity warrant monitoring for investor alignment.