Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 31, 2025
USD ($)
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Dec. 31, 2024
USD ($)
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Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the
relationship between executive compensation actually paid and certain financial performance of Alto Ingredients, Inc. For further information
concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive
Compensation and Related Information – Compensation Discussion and Analysis” above.
| | | | Summary
Compensation
| | | Summary
Compensation
| | | Compensation | | | Compensation | | | Average
Summary | | | Average | | | Value of Initial Fixed $100
Investment Based On: | | | | | | | |
| Year | | | Table Total for
PEO
(Bryon T. McGregor)1 | | | Table Total for
PEO
(Michael D. Kandris)1 | | |
Actually Paid
to PEO
(Bryon T. McGregor)2
| | | Actually Paid
to PEO
(Michael D. Kandris)2 | | | Compensation Table Total for
Non-PEO
NEOs3 | | | Compensation Actually Paid
to Non-PEO
NEOs4 | | | Total Shareholder Return5 | | | Peer Group Total Shareholder Return6 | | | Net
Income
(loss) (in
thousands)7 | | | Adjusted
EBITDA
(in
thousands)8 | |
| (a) | | | (b) | | | (b) | | | (c) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | |
| 2025 | | | $ | 1,477,220 | | | | N/A | | | $ | 2,267,489 | | | | N/A | | | $ | 776,432 | | | $ | 1,036,173 | | | $ | 53.04 | | | $ | 63.52 | | | $ | 13,338 | | | $ | 44,651 | |
| 2024 | | | $ | 1,262,735 | | | | N/A | | | $ | 867,654 | | | | N/A | | | $ | 617,217 | | | $ | 484,503 | | | $ | 28.73 | | | $ | 48.42 | | | $ | (58,984 | ) | | $ | (8,531 | ) |
| 2023 | | | $ | 1,357,502 | | | $ | 1,137,559 | | | $ | 1,192,118 | | | $ | 1,401,079 | | | $ | 587,491 | | | $ | 619,761 | | | $ | 48.99 | | | $ | 60.17 | | | $ | (29,270 | ) | | $ | 20,766 | |
| 2022 | | | | N/A | | | $ | 1,493,272 | | | | N/A | | | $ | 1,179,649 | | | $ | 632,267 | | | $ | 575,007 | | | $ | 53.04 | | | $ | 67.29 | | | $ | (42,862 | ) | | $ | (5,743 | ) |
| 2021 | | | | N/A | | | $ | 1,878,748 | | | | N/A | | | $ | 1,712,162 | | | $ | 843,060 | | | $ | 843,350 | | | $ | 88.58 | | | $ | 96.94 | | | $ | 44,217 | | | $ | 87,799 | |
| 1 |
The dollar amounts reported in columns (b) are the amounts of
total compensation reported for Bryon T. McGregor and Michael D. Kandris, our Chief Executive Officers and Co-Chief Executive Officers
for the periods stated in this footnote below, for each corresponding year in the “Total” column of the Summary Compensation
Table for the applicable year. Refer to “Executive Compensation and Related Information – Summary Compensation Table”
above for information concerning Mr. McGregor for 2025, 2024 and 2023, and our prior filings with the Securities and Exchange Commission
for information concerning Mr. Kandris for 2023, 2022 and 2021. Mr. McGregor was appointed as our Chief Executive Officer in August 2023.
Mr. Kandris was our prior Chief Executive Officer for the period covered by the table until the appointment of Mr. McGregor. |
| 2 |
The dollar amounts reported in columns (c) represent the respective
amounts of “compensation actually paid” to Messrs. McGregor and Kandris, as computed in accordance with Item 402(v) of Regulation
S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. McGregor and Kandris during the
applicable year. |
In accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Mr. McGregor’s total compensation for 2025, 2024 and 2023 to determine the compensation
actually paid to him:
| Year |
|
| Reported
Summary
Compensation
Table Total for
PEO
(Bryon T.
McGregor) |
|
| Less
Reported
Value of Equity
Awards(a) |
|
|
Equity Award
Adjustments(b)
|
|
|
Reported Change in the
Actuarial Present
Value of Pension
Benefits(c)
|
|
|
Pension Benefit Adjustments(d)
|
|
| Compensation
Actually Paid to
PEO
(Bryon T.
McGregor) |
|
| 2025 |
|
| $ |
1,477,220 |
|
| $ |
(354,540 |
) |
| $ |
1,144,809 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
2,267,489 |
|
| 2024 |
|
| $ |
1,262,735 |
|
| $ |
(615,760 |
) |
| $ |
220,679 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
867,654 |
|
| 2023 |
|
| $ |
1,357,502 |
|
| $ |
(846,000 |
) |
| $ |
680,616 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,192,118 |
|
In accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Mr. Kandris’s total compensation for 2023, 2022 and 2021 to determine the compensation
actually paid to him. Mr. Kandris did not serve as our PEO during or after 2024.
| Year |
|
| Reported
Summary
Compensation
Table Total for
PEO
(Michael D.
Kandris) |
|
|
Less
Reported Value of Equity
Awards(a)
|
|
|
Equity Award Adjustments(b)
|
|
|
Reported Change in the Actuarial Present Value of Pension Benefits(c)
|
|
|
Pension Benefit Adjustments(d)
|
|
| Compensation
Actually Paid to
PEO
(Michael D. Kandris) |
|
| 2023 |
|
| $ |
1,137,559 |
|
| $ |
(525,000 |
) |
| $ |
788,520 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,401,079 |
|
| 2022 |
|
| $ |
1,493,272 |
|
| $ |
(874,035 |
) |
| $ |
560,412 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,179,649 |
|
| 2021 |
|
| $ |
1,878,748 |
|
| $ |
(707,392 |
) |
| $ |
540,806 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,712,162 |
|
| (a) |
The reported values of equity awards in the tables above are
the total grant date fair values of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table
for the applicable year. |
| (b) |
The equity award adjustments for each applicable year include
the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable
year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from
the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end
of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;
(iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from
the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable
vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year;
and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting
date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the
applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of
grant. |
The amounts deducted or added in calculating the equity
award adjustments for Mr. McGregor are as follows. Mr. McGregor did not serve as our PEO for any period through 2022.
| Year |
|
| Year End
Fair Value
of Equity
Awards
(Bryon T.
McGregor) |
|
| Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards |
|
| Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
| Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year |
|
| Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting Conditions
in the Year |
|
| Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
| Total
Equity
Award
Adjustments
(Bryon T. McGregor) |
|
| 2025 |
|
| $ |
895,680 |
|
| $ |
329,777 |
|
| $ |
– |
|
| $ |
(80,648 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
1,144,809 |
|
| 2024 |
|
| $ |
485,144 |
|
| $ |
(219,770 |
) |
| $ |
– |
|
| $ |
(44,695 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
220,679 |
|
| 2023 |
|
| $ |
731,500 |
|
| $ |
(10,029 |
) |
| $ |
– |
|
| $ |
(40,855 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
680,616 |
|
The amounts deducted or added in calculating the equity
award adjustments for Mr. Kandris are as follows. Mr. Kandris did not serve as our PEO during or after 2024.
| Year |
|
| Year End
Fair Value
of Equity
Awards
(Michael D.
Kandris) |
|
| Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards |
|
| Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
| Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year |
|
| Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year |
|
| Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
| Total
Equity
Award
Adjustments
(Michael D. Kandris) |
|
| 2023 |
|
| $ |
931,000 |
|
| $ |
(28,081 |
) |
| $ |
– |
|
| $ |
(114,399 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
788,520 |
|
| 2022 |
|
| $ |
368,554 |
|
| $ |
(159,360 |
) |
| $ |
– |
|
| $ |
351,218 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
560,412 |
|
| 2021 |
|
| $ |
592,780 |
|
| $ |
(77,500 |
) |
| $ |
– |
|
| $ |
25,526 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
540,806 |
|
| (c) |
The amounts included in this column are the amounts reported,
if any, in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each
applicable year. There were no such amounts for any applicable year, therefore we have excluded the “Change in Pension and Nonqualified
Deferred Compensation” column from the Summary Compensation Table. |
| (d) |
The total pension benefit adjustment amount for each applicable
year for each of Messrs. McGregor and Kandris was $0.00. We do not presently have, nor have we had in the past for any of the periods
covered, any pension plans for the benefit of our PEOs or other NEOs. |
| 3 |
The dollar amounts reported in column (d) represent the average
of the amounts reported for our NEOs as a group (excluding Messrs. McGregor and Kandris, who served as Chief Executive Officers during
the periods covered) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of
the NEOs (excluding Messrs. McGregor and Kandris for the applicable years during which they served as our PEO) included for purposes
of calculating the average amounts in each applicable year are as follows: (i) for 2025, Todd E. Benton, Robert R. Olander, Auste M.
Graham and James R. Sneed; (ii) for 2024, Todd E. Benton, Robert R. Olander, Auste M. Graham and James R. Sneed; (iii) for 2023, Robert
R. Olander, Auste M. Graham and James R. Sneed; (iv) for 2022, Bryon T. McGregor, Auste M. Graham, James R. Sneed and Christopher W.
Wright; and (v) for 2021, Bryon T. McGregor, Christopher W. Wright, James R. Sneed and Paul P. Koehler. Mr. Wright, our former General
Counsel, retired in May 2022 and Paul P. Koehler, or former Vice President of Corporate Development, retired in February 2021. The included
averages are affected by the retirements of Messrs. Wright and Koehler in 2022 and 2021, respectively, resulting in compensation reported
only for the periods through their respective dates of retirement, but in the case of Mr. Wright, also include his post-retirement compensation
under a consulting arrangement for the remainder of 2022. |
| |
|
| 4 |
The dollar amounts reported in column (e) represent the average
amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. McGregor and Kandris for the applicable
years during which they served as our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect
the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year (excluding Messrs. McGregor
and Kandris for the applicable years during which they served as our PEO). In accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Messrs. McGregor and Kandris
for the applicable years during which they served as our PEO) for each year to determine the compensation actually paid to them, using
the same methodology described above in Note 2: |
| Year |
|
| Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs |
|
| Less
Average
Reported
Value of Equity
Awards |
|
| Average
Equity
Award
Adjustments(a) |
|
| Average
Reported
Change in the
Actuarial Present
Value of Pension
Benefits |
|
| Average
Pension
Benefit
Adjustments(b) |
|
| Average
Compensation
Actually Paid to
Non-PEO NEOs |
|
| 2025 |
|
| $ |
776,432 |
|
| $ |
(117,801 |
) |
| $ |
377,542 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,036,173 |
|
| 2024 |
|
| $ |
617,217 |
|
| $ |
(204,584 |
) |
| $ |
71,870 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
484,503 |
|
| 2023 |
|
| $ |
587,491 |
|
| $ |
(211,855 |
) |
| $ |
244,125 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
619,761 |
|
| 2022 |
|
| $ |
632,267 |
|
| $ |
(268,947 |
) |
| $ |
211,687 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
575,007 |
|
| 2021 |
|
| $ |
843,060 |
|
| $ |
(165,478 |
) |
| $ |
165,768 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
843,350 |
|
| (a) |
The amounts deducted or added in calculating the total average
equity award adjustments are as follows: |
| Year |
|
| Average
Year End
Fair Value
of Equity
Awards |
|
| Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards |
|
| Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year |
|
| Year over
Year
Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year |
|
| Average Fair
Value at the
End of the
Prior Year
of Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year |
|
| Average
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
| Total
Average
Equity
Award
Adjustments |
|
| 2025 |
|
| $ |
297,602 |
|
| $ |
107,638 |
|
| $ |
– |
|
| $ |
(27,698 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
377,542 |
|
| 2024 |
|
| $ |
161,187 |
|
| $ |
(73,699 |
) |
| $ |
– |
|
| $ |
(15,618 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
71,870 |
|
| 2023 |
|
| $ |
275,753 |
|
| $ |
(5,475 |
) |
| $ |
– |
|
| $ |
(26,153 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
244,125 |
|
| 2022 |
|
| $ |
95,214 |
|
| $ |
(25,042 |
) |
| $ |
39,919 |
|
| $ |
101,596 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
211,687 |
|
| 2021 |
|
| $ |
138,668 |
|
| $ |
(19,883 |
) |
| $ |
– |
|
| $ |
46,983 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
165,768 |
|
| (b) |
The total pension benefit adjustment amount for each applicable
year for each of our NEOs was $0.00. We do not presently have, nor have we had in the past for any of the periods covered, any pension
plans for the benefit of our NEOs. |
| 5 |
Cumulative Total Shareholder Return, or TSR, is calculated by
dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment (which dividends
totaled $0.00 for all periods), and the difference between our share price at the end of the measurement period and our share price at
the beginning of the measurement period, by (ii) our share price at the beginning of the measurement period. |
| 6 |
The peer group used for this purpose is The Nasdaq Clean Edge
Green Energy Index, a published industry index. |
| 7 |
The dollar amounts reported represent the amount of income (loss)
available to common stockholders reflected in our audited financial statements for the applicable year. |
| 8 |
Adjusted EBITDA is defined as unaudited consolidated net income
or loss before interest expense (net), interest income, unrealized derivative gains and losses, excess insurance proceeds, acquisition-related
expense or recoveries, asset impairments, provision or benefit for income taxes, and depreciation and amortization expense. Adjusted
EBITDA is a non-GAAP financial measure and, for purposes of the Pay versus Performance table, it is the financial performance measure
that we have identified as our Company-Selected Measure and that, in our assessment, represents the most important performance measure
(not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently
completed fiscal year, to our performance. See Appendix B for a reconciliation of Adjusted EBITDA to consolidated net income or
loss, its most directly comparable measure under generally accepted accounting principles. |
|
|
|
|
|
|
|
|
|
|
| Company Selected Measure Name |
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
| Named Executive Officers, Footnote |
|
Bryon T. McGregor and Michael D. Kandris
|
|
|
|
|
|
|
|
|
|
| Peer Group Issuers, Footnote |
|
The peer group used for this purpose is The Nasdaq Clean Edge
Green Energy Index, a published industry index.
|
|
|
|
|
|
|
|
|
|
| Adjustment To PEO Compensation, Footnote |
|
In accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Mr. Kandris’s total compensation for 2023, 2022 and 2021 to determine the compensation
actually paid to him. Mr. Kandris did not serve as our PEO during or after 2024.
| Year |
|
| Reported
Summary
Compensation
Table Total for
PEO
(Michael D.
Kandris) |
|
|
Less
Reported Value of Equity
Awards(a)
|
|
|
Equity Award Adjustments(b)
|
|
|
Reported Change in the Actuarial Present Value of Pension Benefits(c)
|
|
|
Pension Benefit Adjustments(d)
|
|
| Compensation
Actually Paid to
PEO
(Michael D. Kandris) |
|
| 2023 |
|
| $ |
1,137,559 |
|
| $ |
(525,000 |
) |
| $ |
788,520 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,401,079 |
|
| 2022 |
|
| $ |
1,493,272 |
|
| $ |
(874,035 |
) |
| $ |
560,412 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,179,649 |
|
| 2021 |
|
| $ |
1,878,748 |
|
| $ |
(707,392 |
) |
| $ |
540,806 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,712,162 |
|
| (a) |
The reported values of equity awards in the tables above are
the total grant date fair values of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table
for the applicable year. |
| (b) |
The equity award adjustments for each applicable year include
the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable
year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from
the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end
of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;
(iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from
the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable
vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year;
and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting
date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the
applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of
grant. |
The amounts deducted or added in calculating the equity
award adjustments for Mr. McGregor are as follows. Mr. McGregor did not serve as our PEO for any period through 2022.
| Year |
|
| Year End
Fair Value
of Equity
Awards
(Bryon T.
McGregor) |
|
| Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards |
|
| Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
| Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year |
|
| Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting Conditions
in the Year |
|
| Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
| Total
Equity
Award
Adjustments
(Bryon T. McGregor) |
|
| 2025 |
|
| $ |
895,680 |
|
| $ |
329,777 |
|
| $ |
– |
|
| $ |
(80,648 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
1,144,809 |
|
| 2024 |
|
| $ |
485,144 |
|
| $ |
(219,770 |
) |
| $ |
– |
|
| $ |
(44,695 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
220,679 |
|
| 2023 |
|
| $ |
731,500 |
|
| $ |
(10,029 |
) |
| $ |
– |
|
| $ |
(40,855 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
680,616 |
|
The amounts deducted or added in calculating the equity
award adjustments for Mr. Kandris are as follows. Mr. Kandris did not serve as our PEO during or after 2024.
| Year |
|
| Year End
Fair Value
of Equity
Awards
(Michael D.
Kandris) |
|
| Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards |
|
| Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year |
|
| Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year |
|
| Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year |
|
| Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
| Total
Equity
Award
Adjustments
(Michael D. Kandris) |
|
| 2023 |
|
| $ |
931,000 |
|
| $ |
(28,081 |
) |
| $ |
– |
|
| $ |
(114,399 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
788,520 |
|
| 2022 |
|
| $ |
368,554 |
|
| $ |
(159,360 |
) |
| $ |
– |
|
| $ |
351,218 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
560,412 |
|
| 2021 |
|
| $ |
592,780 |
|
| $ |
(77,500 |
) |
| $ |
– |
|
| $ |
25,526 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
540,806 |
|
| (c) |
The amounts included in this column are the amounts reported,
if any, in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each
applicable year. There were no such amounts for any applicable year, therefore we have excluded the “Change in Pension and Nonqualified
Deferred Compensation” column from the Summary Compensation Table. |
| (d) |
The total pension benefit adjustment amount for each applicable
year for each of Messrs. McGregor and Kandris was $0.00. We do not presently have, nor have we had in the past for any of the periods
covered, any pension plans for the benefit of our PEOs or other NEOs. |
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 776,432
|
|
$ 617,217
|
|
$ 587,491
|
|
$ 632,267
|
|
$ 843,060
|
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[2] |
$ 1,036,173
|
|
484,503
|
|
619,761
|
|
575,007
|
|
843,350
|
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
| Year |
|
| Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs |
|
| Less
Average
Reported
Value of Equity
Awards |
|
| Average
Equity
Award
Adjustments(a) |
|
| Average
Reported
Change in the
Actuarial Present
Value of Pension
Benefits |
|
| Average
Pension
Benefit
Adjustments(b) |
|
| Average
Compensation
Actually Paid to
Non-PEO NEOs |
|
| 2025 |
|
| $ |
776,432 |
|
| $ |
(117,801 |
) |
| $ |
377,542 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,036,173 |
|
| 2024 |
|
| $ |
617,217 |
|
| $ |
(204,584 |
) |
| $ |
71,870 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
484,503 |
|
| 2023 |
|
| $ |
587,491 |
|
| $ |
(211,855 |
) |
| $ |
244,125 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
619,761 |
|
| 2022 |
|
| $ |
632,267 |
|
| $ |
(268,947 |
) |
| $ |
211,687 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
575,007 |
|
| 2021 |
|
| $ |
843,060 |
|
| $ |
(165,478 |
) |
| $ |
165,768 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
843,350 |
|
| (a) |
The amounts deducted or added in calculating the total average
equity award adjustments are as follows: |
| Year |
|
| Average
Year End
Fair Value
of Equity
Awards |
|
| Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards |
|
| Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year |
|
| Year over
Year
Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year |
|
| Average Fair
Value at the
End of the
Prior Year
of Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year |
|
| Average
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation |
|
| Total
Average
Equity
Award
Adjustments |
|
| 2025 |
|
| $ |
297,602 |
|
| $ |
107,638 |
|
| $ |
– |
|
| $ |
(27,698 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
377,542 |
|
| 2024 |
|
| $ |
161,187 |
|
| $ |
(73,699 |
) |
| $ |
– |
|
| $ |
(15,618 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
71,870 |
|
| 2023 |
|
| $ |
275,753 |
|
| $ |
(5,475 |
) |
| $ |
– |
|
| $ |
(26,153 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
244,125 |
|
| 2022 |
|
| $ |
95,214 |
|
| $ |
(25,042 |
) |
| $ |
39,919 |
|
| $ |
101,596 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
211,687 |
|
| 2021 |
|
| $ |
138,668 |
|
| $ |
(19,883 |
) |
| $ |
– |
|
| $ |
46,983 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
165,768 |
|
| (b) |
The total pension benefit adjustment amount for each applicable
year for each of our NEOs was $0.00. We do not presently have, nor have we had in the past for any of the periods covered, any pension
plans for the benefit of our NEOs. |
|
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
Compensation Actually Paid and Cumulative TSR
As shown in the graph below, over the period presented,
the amount of compensation actually paid to Messrs. McGregor and Kandris in the years in which each served as our PEO generally moves
in the same overall direction as our cumulative TSR, with one notable exception in 2023. In 2023, Mr. McGregor’s compensation actually
paid is elevated relative to the cumulative TSR trajectory because he received an additional restricted stock award in connection with
his mid-year elevation to President and Chief Executive Officer.
The average amount of compensation actually paid
to our NEOs as a group (excluding our PEOs for the years in which they served in that capacity) also generally tracks the trend in our
cumulative TSR over the five-year period, increasing or decreasing in the same general direction as our TSR over most years.
We believe this overall alignment between compensation
actually paid and our cumulative TSR exists because a significant portion of the compensation actually paid to our PEOs and our other
NEOs for the applicable periods consists of: (i) short-term cash incentive awards that are based on our Adjusted EBITDA, which we believe
is directly and positively correlated with our stock price and therefore our TSR; and (ii) equity awards, the value of which is directly
linked to our stock price and therefore our TSR.
As described in more detail in “Executive
Compensation and Related Information – Compensation Discussion and Analysis,” for 2025, the targeted value of our short-term
cash incentive compensation was between approximately 60% and 80% of base salary, and the targeted value of our equity awards was between
approximately 80% and 170% of base salary, in each case depending on the particular NEO.
|
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
Compensation Actually Paid and Net Income (Loss)
As demonstrated by the following graph, the amount
of compensation actually paid to Messrs. McGregor and Kandris for the relevant periods during which either of them served as our PEO
is somewhat aligned with our net income (loss) over the period presented in the table. In general, years with higher net income (or reduced
net loss) correspond to higher levels of compensation actually paid to our PEO, and years with lower net income (or increased net loss)
correspond to lower levels of compensation actually paid, although the relationship is not linear and compensation does not move in precise
proportion to net income (loss).
The average amount of compensation actually paid
to our NEOs as a group (excluding our PEOs for the years in which they served in that capacity) is likewise somewhat aligned with our
net income (loss) over the period presented in the table. As with our PEO compensation, changes in average compensation actually paid
to our non-PEO NEOs generally move in the same overall direction as changes in our net income (loss), but may in particular years increase
or decrease to a greater or lesser extent than our net income (loss).
Although we do not use net income (loss) as a
performance measure in our overall executive compensation program, that metric is correlated to our primary financial performance measure,
Adjusted EBITDA, which we do use when setting goals for our short-term incentive compensation plan and in making cash awards to our NEOs.
|
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
Compensation Actually Paid and Adjusted EBITDA
As demonstrated by the following graph, the amount
of compensation actually paid to Messrs. McGregor and Kandris for the relevant periods during which either of them served as our PEO,
and the average amount of compensation actually paid to our NEOs as a group (excluding our PEOs for the years in which they served in
that capacity), is generally aligned with our Adjusted EBITDA over the period presented in the table. In years in which our Adjusted
EBITDA increases, compensation actually paid to our PEOs and our other NEOs generally increases, and in years in which our Adjusted EBITDA
decreases, compensation actually paid to our PEOs and our other NEOs generally decreases, although the relationship is not perfectly
proportional and compensation does not move in exact proportion to Adjusted EBITDA.
While we use various financial and non-financial
performance measures to evaluate performance for our compensation program, we have determined that Adjusted EBITDA is the financial performance
measure that, in our assessment, represents the most important performance measure (not otherwise required to be disclosed in the table)
used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. We use Adjusted
EBITDA as our primary financial performance measure when setting goals in our short-term incentive compensation plan and in determining
cash awards to our NEOs.
|
|
|
|
|
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
Our Cumulative TSR and Peer Group Cumulative
TSR
As demonstrated by the following graph, our cumulative
TSR was $53 while the cumulative TSR of the peer group presented for this purpose, The Nasdaq Clean Edge Green Energy Index, was $64,
in each case over the five-year period presented in the table. Our TSR underperformed the Index during each year presented in the table.
We believe that our cumulative TSR underperformance compared to the Index reflects a challenging industry environment over the period,
while our significant improvement from 2024 to 2025 reflects our successful efforts to realign our business as well as other positive
developments, including those discussed above under “Executive Compensation and Related Information – Compensation Discussion
and Analysis – 2025 Business Highlights.” For more information regarding our performance and how our Compensation Committee
sets compensation, refer to “Executive Compensation and Related Information – Compensation Discussion and Analysis.”
|
|
|
|
|
|
|
|
|
|
| Tabular List, Table |
|
Financial Performance Measure
As described in greater detail in “Executive
Compensation and Related Information – Compensation Discussion and Analysis,” our executive compensation program reflects
a pay-for-performance philosophy. The measures we use for both our short- and long-term incentive awards are selected based on our objective
to incentivize our NEOs to increase the value of our company over both the short- and long-term.
|
|
|
|
|
|
|
|
|
|
| Total Shareholder Return Amount |
[3] |
$ 53.04
|
|
28.73
|
|
48.99
|
|
53.04
|
|
88.58
|
|
| Peer Group Total Shareholder Return Amount |
[4] |
63.52
|
|
48.42
|
|
60.17
|
|
67.29
|
|
96.94
|
|
| Net Income (Loss) |
[5] |
$ 13,338
|
|
$ (58,984)
|
|
$ (29,270,000)
|
|
$ (42,862,000)
|
|
$ 44,217,000
|
|
| Company Selected Measure Amount |
[6] |
44,651
|
|
(8,531)
|
|
20,766,000
|
|
(5,743,000)
|
|
87,799,000
|
|
| Bryon T. McGregor [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
$ 1,477,220
|
[7] |
$ 1,262,735
|
[7] |
$ 1,357,502
|
[7] |
|
|
|
|
| PEO Actually Paid Compensation Amount |
|
2,267,489
|
[8] |
867,654
|
[8] |
1,192,118
|
[8] |
|
[7] |
|
[7] |
| Bryon T. McGregor [Member] | Less Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[9] |
(354,540)
|
|
(615,760)
|
|
(846,000)
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[10] |
1,144,809
|
|
220,679
|
|
680,616
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[11] |
|
|
|
|
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[12] |
|
|
|
|
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
895,680
|
|
485,144
|
|
731,500
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
329,777
|
|
(219,770)
|
|
(10,029)
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(80,648)
|
|
(44,695)
|
|
(40,855)
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
| Michael D. Kandris [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
|
1,137,559
|
[7] |
1,493,272
|
[7] |
1,878,748
|
[7] |
| PEO Actually Paid Compensation Amount |
[8] |
|
|
|
|
1,401,079
|
|
1,179,649
|
|
1,712,162
|
|
| Michael D. Kandris [Member] | Less Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[9] |
|
|
|
|
(525,000)
|
|
(874,035)
|
|
(707,392)
|
|
| Michael D. Kandris [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[10] |
|
|
|
|
788,520
|
|
560,412
|
|
540,806
|
|
| Michael D. Kandris [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[11] |
|
|
|
|
|
|
|
|
|
|
| Michael D. Kandris [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[12] |
|
|
|
|
|
|
|
|
|
|
| Michael D. Kandris [Member] | Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
931,000
|
|
368,554
|
|
592,780
|
|
| Michael D. Kandris [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(28,081)
|
|
(159,360)
|
|
(77,500)
|
|
| Michael D. Kandris [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
| Michael D. Kandris [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(114,399)
|
|
351,218
|
|
25,526
|
|
| Michael D. Kandris [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
| Michael D. Kandris [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO | Less Average Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(117,801)
|
|
(204,584)
|
|
(211,855)
|
|
(268,947)
|
|
(165,478)
|
|
| Non-PEO NEO | Average Equity Award Adjustments [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[13] |
377,542
|
|
71,870
|
|
244,125
|
|
211,687
|
|
165,768
|
|
| Non-PEO NEO | Average Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO | Average Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[14] |
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO | Average Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
297,602
|
|
161,187
|
|
275,753
|
|
95,214
|
|
138,668
|
|
| Non-PEO NEO | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
107,638
|
|
(73,699)
|
|
(5,475)
|
|
(25,042)
|
|
(19,883)
|
|
| Non-PEO NEO | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
39,919
|
|
|
|
| Non-PEO NEO | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(27,698)
|
|
(15,618)
|
|
(26,153)
|
|
101,596
|
|
46,983
|
|
| Non-PEO NEO | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|