Joshua Lee
About Joshua Lee
Joshua Lee is 48 and has served as Origin Materials’ General Counsel and Secretary since June 2021, after joining Origin Operating as Corporate Counsel in February 2018 and serving as General Counsel from December 2020 to June 2021; he previously practiced at Miller Barondess (2016–2018) and Irell & Manella (2009–2016) . He holds a B.A. in Economics and German and an M.A. in Economics from USC, and a J.D. from Yale Law School . Company performance context during his tenure: total shareholder return (value of $100 initial investment) fell to 12.81 in 2024 from 46.15 in 2022 , while revenues modestly increased and EBITDA remained negative (see tables below).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Irell & Manella LLP | Attorney | 2009–2016 | Not disclosed |
| Miller Barondess, LLP | Attorney | 2016–2018 | Not disclosed |
External Roles
No external directorships or board roles disclosed for Joshua Lee .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 211,827 | 290,000 |
| Bonus ($) | — | — |
| Stock Awards ($, grant-date fair value) | 249,339 | 223,650 |
| All Other Compensation ($) | 11,062 | 10,452 |
| Total ($) | 472,228 | 524,102 |
Performance Compensation
RSUs (time-based)
| Grant Date | Unvested RSUs as of 12/31/2024 (#) | Vesting Schedule | Market Value ($) |
|---|---|---|---|
| 12/12/2022 | 45,000 | Ratable annually over 3 years from grant date (one-third per year), subject to continuous service | 57,600 |
| 12/26/2023 | 150,000 | Ratable annually over 3 years from grant date (one-third per year), subject to continuous service | 192,000 |
| 12/23/2024 | 225,000 | Ratable annually over 3 years from grant date (one-third per year), subject to continuous service | 288,000 |
Notes:
- Company policy: RSUs vest ratably annually over three years from grant date .
PSUs (performance-based)
| Grant Date | PSUs (#) | Performance Metrics | Payout Status | Vesting |
|---|---|---|---|---|
| 11/10/2021 | 43,750 | Origin 1 & Origin 2 construction/production milestones, and revenue & EBITDA metrics; multiplier up to 3, linear reduction for partial achievement | Not disclosed as achieved; subject to Compensation Committee evaluation between 2022–2027 | Upon certification timelines through 2027 |
| 12/26/2023 | 75,000 | Cash balance levels as of 12/31/2024 | 100% of maximum achieved (certified 2/26/2025) | One-third vested on 2/26/2025; remaining one-third vests on each of the one- and two-year anniversaries of 1/1/2025, subject to continuous service |
Options
| Grant Date | Exercisable Options (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| 4/9/2019 | 16,931 | 1.21 | 4/8/2029 | Vested upon completion of Business Combination |
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Shares owned directly | 199,010 |
| Options exercisable within 60 days (as of 3/4/2025) | 16,931 |
| PSUs achieved and released within 60 days (as of 3/4/2025) | 25,000 |
| Ownership % of outstanding | <1% (240,941 shares beneficially owned; 149,324,698 shares outstanding) |
| Shares pledged as collateral | None; company reports no pledged shares by any director or executive officer as of the proxy date |
Policy alignment:
- Anti-hedging: Short sales, puts/calls, or similar hedging transactions prohibited .
- Pledging: Prohibited without prior clearance; none pledged as of the proxy date .
- Insider Trading Policy and potential Rule 10b5‑1 plans allowed under policy; individual participation not disclosed .
Employment Terms
- Status: At-will employee; party to an offer letter dated January 9, 2018 .
- Current base salary: $290,000 .
- Clawback: Incentive compensation recoupment policy adopted October 2023, compliant with SEC/Nasdaq; recovery upon accounting restatement of incentive-based comp for current/former executive officers .
- Change-in-control/corporate transaction equity treatment: Unassumed outstanding awards accelerate in full at 100% of target immediately prior to closing, contingent on transaction effectiveness and continuous service through effective time unless otherwise provided in award agreements .
- Benefits/perquisites: Eligible for standard employee benefits; perquisites typically limited to telephone/internet stipends .
- Severance: No specific individual severance terms disclosed for Joshua Lee; CFO and former Co-CEO severance terms disclosed separately .
Performance & Track Record
Company TSR and Net Income (Pay vs Performance disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (value of $100 investment) ($) | 46.15 | 8.37 | 12.81 |
| Net Income ($) | 78,569,000 | 23,798,000 | (83,697,000) |
Company Revenues and EBITDA (annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | —* | 28,805,000* | 31,282,000* |
| EBITDA ($) | (38,236,000)* | (51,519,000)* | (58,902,000)* |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Mix: For 2024, equity awards ($223,650) are meaningful vs. cash salary ($290,000), with no cash bonus disclosed; 2023 similar pattern ($249,339 equity; $211,827 salary) .
- Shift in instruments: Use of RSUs (time-based) alongside PSUs (performance-based) ties compensation to operational milestones and liquidity discipline (cash balance metric) .
- Performance calibration: 2023 PSUs certified at 100% of max based on year-end cash balances; prior PSU program includes plant milestones and revenue/EBITDA metrics with capped multiplier (3x) and linear reductions for partial achievement, supporting pay-for-performance alignment .
- Peer benchmarking: Compensation Committee engaged Meridian to advise on peer group and pay design; specific peer group constituents and target percentile not disclosed .
Vesting Schedules and Insider Selling Pressure
- RSUs: Each grant vests one-third annually over three years from grant date, creating periodic settlement events (e.g., grants on 12/26/2023 and 12/23/2024 will have annual tranches over 2025–2027) .
- PSUs (12/26/2023 grant): One-third vested on 2/26/2025; remaining thirds vest on the one- and two-year anniversaries of 1/1/2025, contingent on continued service, implying additional settlement events around early 2026 and 2027 .
- Policy mitigants: Anti-hedging and no pledging reduce forced-selling/hedging risk; insider trading policy governs trading windows and 10b5‑1 plan usage .
Equity Ownership & Alignment
- Skin-in-the-game: Direct holdings plus exercisable options and recently achieved PSUs total 240,941 shares; ownership <1% of outstanding, typical for NEOs in small-cap issuers .
- No pledging: Alignment strengthened by prohibition and zero pledged shares .
Employment Terms (Severance & CoC Economics)
- Clawback in place (restatement-based recovery) .
- Corporate transaction treatment: Unassumed awards accelerate at 100% of target prior to closing, subject to continuous service (general plan provision) .
- Individual severance for Joshua Lee: Not disclosed .
Say‑on‑Pay & Committee Oversight
- Annual advisory vote held; 2025 proposal recommended “FOR” by Board (results not yet disclosed) .
- Compensation Committee (independent) chaired by Kathleen B. Fish; uses Meridian for external benchmarking and design advice .
Investment Implications
- Alignment: Use of PSUs tied to plant milestones, revenue/EBITDA, and cash balance supports pay-for-performance; clawback adds downside protection .
- Near-term supply events: PSU tranche vesting in early 2026 and 2027 and RSU annual tranches may create episodic selling pressure; monitor Form 4 filings around these dates and trading windows .
- Retention: Multi-year vesting across RSUs/PSUs and continued service requirements underpin retention; absence of pledging reduces financing-related sell pressure .
- Execution risk: Company TSR and net income have been volatile, with negative net income in 2024; equity realization for PSUs tied to operational execution (closures scale-up, plant milestones), indicating sensitivity of comp outcomes to delivery .