John Bissell
About John Bissell
John Bissell is Co‑Founder, Chief Executive Officer, and a Director of Origin Materials, having co‑founded the company in November 2008 and serving as CEO and board member since inception; he is 39 years old as of March 24, 2025 and was trained as a chemical engineer at UC Davis, with recognitions from the US EPA, Forbes, and the University of California for professional and technical contributions; he raised over $500 million of capital and took Origin public in 2021 . Pay-versus-performance disclosures show shareholder return headwinds and earnings volatility post‑listing: the value of an initial $100 investment stood at $46.15 in 2022, $8.37 in 2023, and $12.81 in 2024, while net income was $78.6M in 2022, $23.8M in 2023, and $(83.7)M in 2024 .
Past Roles
| Organization | Role | Years | Strategic/Operating Impact |
|---|---|---|---|
| Origin Materials, Inc. | Co‑Founder, Chief Executive Officer, Director | Nov 2008–present | Raised 500M+ USD, led public listing (2021), long‑tenured R&D/engineering/business development leadership in materials; recognized by US EPA, Forbes, and University of California . |
External Roles
No external public company directorships for Mr. Bissell are disclosed in the 2025 proxy; he is listed only as Chief Executive Officer and Director of Origin Materials .
Fixed Compensation
- Mr. Bissell is an at‑will employee with a current annual base salary of $300,000 .
- Perquisites consist of phone/internet stipend and company‑paid health, long‑term disability, and life insurance premiums (captured in “All Other Compensation”) .
| Cash Compensation | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 300,000 |
| Bonus Paid ($) | — | — |
| All Other Compensation ($) | 11,888 | 14,636 |
Performance Compensation
- Structure and metrics: Long-term incentives are a mix of time-based RSUs, performance stock units (PSUs), and legacy options; 2021 PSUs tie to construction/production milestones and revenue/EBITDA for Origin 1/2, while 2024 PSU design tied vesting to year-end cash balance with a 100% payout for the 2024 performance year .
PSUs
| Grant | Max Shares | Performance Metric(s) | Result/Payout | Vesting |
|---|---|---|---|---|
| 11/10/2021 | 175,000 | Construction and production milestones; revenue and EBITDA targets for Origin 1 and 2 (multiplier up to 3x; interpolation for partial achievement) . | Noted structure; payout contingent on multi‑year milestones (no 2024 certification disclosed for this grant) . | Upon Compensation Committee determination within 2022–2027 windows, subject to service . |
| 12/26/2023 | 150,000 | Cash balance as of Dec 31, 2024 . | 100% of maximum achieved (certified Feb 26, 2025) . | 1/3 vested on Feb 26, 2025; 1/3 vests on Jan 1, 2026; 1/3 vests on Jan 1, 2027, subject to service . |
Stock Options
| Grant | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting/Triggers |
|---|---|---|---|---|---|
| 08/27/2015 | 137,571 | — | 0.37 | 08/26/2025 | Legacy option; fully exercisable portion reflected as of 12/31/2024 . |
| 10/28/2020 | 930,366 | 762,813 | 0.14 | 10/27/2030 | Time-based portion (529,119 sh) vests monthly over 4 years; 211,647 sh forfeited in 2024; performance tranches vest upon VWAP ≥$25 for 10 consecutive days (317,471 sh) and VWAP ≥$50 for 10 consecutive days (423,295 sh) within 5 years from business combination, subject to service . |
Time‑Based RSUs
| Grant | Unvested Shares | Vesting Schedule |
|---|---|---|
| 12/23/2024 | 450,000 | Vests ratably annually over 3 years from grant date, subject to service . |
| 12/26/2023 | 300,000 | Vests ratably annually over 3 years from grant date, subject to service . |
| 12/12/2022 | 100,000 | Vests ratably annually over 3 years from grant date, subject to service . |
Pay-for-performance tabulation (context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return ($ of initial $100) | 46.15 | 8.37 | 12.81 |
| Net Income ($) | 78,569,000 | 23,798,000 | (83,697,000) |
Equity Ownership & Alignment
- Beneficial ownership (as of March 4, 2025): 2,228,714 shares (1.5%), comprising 1,088,730 directly owned, 1,089,984 options exercisable within 60 days, and 50,000 PSUs achieved and released; 37,500 vested PSUs subject to a holding period are excluded .
- Hedging and pledging: Hedging is prohibited; pledging requires pre‑clearance; as of the proxy date, no shares were pledged by any director or executive officer .
- 10b5‑1 plans: Executives/directors may utilize Rule 10b5‑1 trading plans; trades must comply with the insider trading policy .
| Beneficial Ownership Detail | Amount |
|---|---|
| Total Beneficially Owned | 2,228,714 shares (1.5%) |
| Directly Owned | 1,088,730 shares |
| Options Exercisable ≤60 days | 1,089,984 shares |
| PSUs Achieved/Released | 50,000 shares |
| PSUs Vested but in Holding Period | 37,500 shares (excluded from total) |
| Shares Pledged | 0 (none pledged by any director/executive) |
Unvested Equity (as of Dec 31, 2024)
| Type | Shares Unvested | Notes |
|---|---|---|
| RSUs (12/23/2024) | 450,000 | 3‑year ratable vesting . |
| RSUs (12/26/2023) | 300,000 | 3‑year ratable vesting . |
| RSUs (12/12/2022) | 100,000 | 3‑year ratable vesting . |
| PSUs (12/26/2023) | 150,000 | 2024 cash balance metric achieved 100%; 1/3 vested 2/26/2025; remainder in 2026–2027 . |
| PSUs (11/10/2021) | 175,000 | Plant milestones/revenue/EBITDA metrics; multi‑year assessment . |
| Options (10/28/2020) | 762,813 unexercisable | VWAP‑based performance tranches remain; 211,647 shares forfeited in 2024 . |
Employment Terms
- Employment: At‑will; role as CEO; current base salary $300,000 .
- Clawback: Nasdaq/SEC‑compliant recoupment policy for incentive compensation upon restatement; SOX 304 reimbursement obligations apply to CEO/CFO upon misconduct‑related restatements .
- Change‑in‑Control/Corporate Transaction: Under the 2021 Plan, if awards are not assumed/continued/substituted in a corporate transaction, unvested awards accelerate (PSUs at 100% target), contingent upon continued service through the effective time unless otherwise provided in award agreements .
- Insider trading policy: Prohibits hedging and restricts pledging without prior clearance; policy on file with Form 10‑K .
Performance & Track Record
- Capital formation and listing: Raised 500M+ USD in capital; led Origin through public listing in 2021 .
- Strategic execution: Pivoted near‑term focus to PET closures; Origin CapFormer System completed FAT in Sep 2024 and commenced commercial production in Reed City, MI in Feb 2025; plan to scale to ~8 lines by YE 2025 .
- Operating footprint: Origin 1 (Sarnia) operated “on demand” to match development priorities while preserving capability for partner scale‑up .
- Financial outcomes: TSR on a $100 initial investment was $46.15 (2022), $8.37 (2023), and $12.81 (2024); net income was $78.6M (2022), $23.8M (2023), and $(83.7)M (2024) .
Board Governance
- Dual‑role/independence: Bissell is CEO and a Director (Class III); he is not independent by Nasdaq rules due to his executive role .
- Board leadership: Independent Chair (R. Tony Tripeny) since March 1, 2024; chair responsibilities include agenda setting, coordination with committee chairs, and liaison with CEO; this structure provides independent oversight of management .
- Committees: Audit, Compensation, and Nominating/Governance committees comprise independent directors; Bissell is not listed as a member of these committees .
- Attendance: In 2024, the board met six times; each director attended at least 75% of applicable board/committee meetings .
- Employee‑director pay: Employee directors receive no additional board compensation .
Director Compensation (context)
Non‑employee director retainers and annual RSUs are disclosed (with 2024 reductions); however, as an employee‑director, Bissell receives no additional board compensation .
Related Party Transactions
No related‑party transactions since January 1, 2023 meeting the disclosure thresholds, other than standard compensation arrangements .
Compensation Structure Analysis
- Mix and levels: 2024 total for Bissell comprised $300,000 salary, $0 bonus, and $447,300 in stock awards; similar salary and no bonus in 2023, with higher stock awards ($498,679), indicating high equity weighting and no cash bonus despite variability in results .
- Metric design shift: 2021 PSU design emphasized long‑dated construction/production and revenue/EBITDA milestones, while 2024 PSU grant focused on year‑end cash balance and paid at 100%, signaling near‑term liquidity/solvency focus amid operational transition .
- Option overhang/performance hurdles: Significant portions of the 2020 option grant vest only upon reaching stock VWAP thresholds ($25 and $50 for 10 consecutive trading days within 5 years), with some tranches forfeited in 2024 for unmet conditions, increasing at‑risk alignment but also limiting realizable value if share price underperforms .
Vesting Schedules and Insider Selling Pressure
- Scheduled supply: Time‑based RSUs from 2022–2024 vest ratably over 3 years from grant; the 2024 PSUs vest 1/3 at certification and then on 1/1/2026 and 1/1/2027, which may create periodic supply as tranches settle, subject to trading windows and any 10b5‑1 plans .
- Policy mitigants: Insider trading policy (blackouts/pre‑clearance), anti‑hedging, and restricted pledging reduce risk of opportunistic trades or levered positions; no pledges reported .
Compensation Peer Group and Process
- The Compensation Committee engaged Meridian Compensation Partners to advise on philosophy, peer group development, and incentive plan design; recommendations were adopted following active dialogue (peer constituents not listed in the proxy) .
Say‑on‑Pay & Shareholder Feedback
- The 2025 proxy includes a proposal for an annual advisory vote on executive compensation; the company maintains an annual say‑on‑pay cadence consistent with 2022 frequency vote preference .
Investment Implications
- Alignment: High equity mix (RSUs/PSUs) and VWAP‑based option hurdles align Bissell’s outcomes with multi‑year share price recovery and solvency/liquidity checkpoints (100% payout on 2024 cash‑based PSUs) .
- Overhang/vesting cadence: Meaningful unvested RSUs/PSUs and future vesting dates into 2026–2027 could add episodic supply; however, 10b5‑1 plans and insider policy constraints are in place .
- Governance: Independent chair and fully independent key committees mitigate CEO‑director dual‑role concerns; Bissell is not a committee member .
- Execution risk: Shift of incentive metrics toward cash balances and continued net losses in 2024 underscore near‑term execution/financing risk as the company scales PET closures and manages “on demand” operations at Origin 1 .
- Ownership: Bissell’s 1.5% beneficial ownership provides skin‑in‑the‑game; no pledging reported, supporting alignment without leverage risk .