🧾 What This Document Is — Your Voting Guide

This is Aemetis's definitive proxy statement (DEF 14A). Think of it as a detailed instruction manual and report card sent to shareholders before the annual meeting. Its job is to explain what's up for a vote, provide key company governance details, and disclose executive pay. You'll find everything you need to make informed decisions on your shares.

👉 Key Details:

Annual Meeting: Wednesday, May 20, 2026, at 1:00 p.m. Pacific Time.
Location: Willkie Farr & Gallagher LLP, 1801 Page Mill Road, Palo Alto, CA 94304.
Record Date: March 26, 2026. (You must own shares by this date to vote.)
Contact for Questions: Corporate Secretary, Mike Rockett, [email protected].

🏢 What The Company Does — Renewable Fuels & Bioproducts

In simple terms, Aemetis is a renewable fuels and bioproducts company. They operate biorefineries that produce lower-carbon alternatives to traditional petroleum-based products. Their main focus areas include ethanol, renewable natural gas (RNG) from dairy waste, and sustainable aviation fuel.

👉 Why it matters: Their business sits at the intersection of agriculture, energy, and environmental policy. Performance is heavily influenced by government incentives (like carbon credits), commodity prices (corn, milk), and regulatory shifts toward cleaner energy.

🗳️ What You're Voting On — Two Key Proposals

The Board is asking you to vote on just two main items. They recommend voting FOR both.

Proposal 1: Elect One Director
- Nominee: Lydia I. Beebe (age 73). If re-elected, she'll serve a 3-year term until 2029.
- Why she's nominated: She's the Chair of the Governance Committee, with deep experience in corporate governance from her long career at Chevron.
- Notable Change: Director John R. Block (age 91) is retiring after 18 years on the board. This opens a seat that the board may fill later.
Proposal 2: Ratify the Auditor
- Auditor: KPMG LLP is nominated to audit the company for the 2026 fiscal year.
- Important Switch: KPMG is new, replacing RSM US LLP, which had been the auditor since 2012.
- Auditor Fees: Fees paid to RSM rose from ~$779K in 2024 to ~$950K in 2025.

👥 Who Runs the Company — Board & Executives

Board of Directors (6 members):

Eric A. McAfee (63): Founder, Chair & CEO. Not independent.
Francis P. Barton (79): Lead Independent Director, Audit Chair.
Lydia I. Beebe (73): Director, Governance Chair. (Up for re-election)
John R. Block (91): Director. (Retiring post-meeting)
Naomi L. Boness (49): Director, Stanford Energy expert.
Timothy A. Simon (70): Director, former CA utility regulator. 👉 Independence: All directors except CEO McAfee are deemed independent.

Named Executive Officers (NEOs):

Eric A. McAfee: Chair & CEO
Todd A. Waltz: EVP & CFO
Andrew B. Foster: EVP & COO (North America Fuels)
Sanjeev Gupta: EVP (Aemetis International)
J. Michael Rockett: EVP, General Counsel & Secretary

💰 Executive Compensation — How Much They're Paid

Compensation is a mix of salary, cash bonuses, and equity (stock awards). The goal is to tie pay to long-term performance.

2025 Summary Table (Total Compensation):

Eric McAfee (CEO): $1.87 million (Salary: $500k, Bonus: $200k, Stock: $819k, Other: $350k)
Todd Waltz (CFO): $1.03 million
Andrew Foster (COO): $1.00 million
Sanjeev Gupta: $1.00 million
Michael Rockett (Gen. Counsel): $1.05 million

👉 Key Trends:

Salaries increased notably in 2025 (e.g., McAfee from $360k to $500k).
Cash bonuses were awarded in 2025 after being $0 in 2024.
A large portion of pay is in stock awards, aligning executive interests with shareholder value.

⚖️ Governance & Committees — The Oversight Structure

The Board has three key committees, all made up of independent directors:

Audit Committee: Oversees financial reporting and the auditor. (Chaired by Francis Barton, who is designated as a financial expert).
Governance, Compensation & Nominating (GCN) Committee: Handles director nominations, board practices, and executive pay. (Chaired by Lydia Beebe).
Pricing Committee: Manages the company's at-the-market (ATM) stock sale program.

Policies in Place:

Clawback Policy: Can recover incentive pay if financials are restated.
Anti-Hedging Policy: Bans executives/directors from hedging company stock.
Code of Ethics: Applies to all directors and employees.

📅 Key Dates & Voting Mechanics

Voting Deadline: Your vote must be submitted before the meeting starts on May 20, 2026.
How to Vote: Internet, phone, or mail (if you received a proxy card).
Quorum Needed: Over 50% of shares must be represented for the meeting to proceed.
Vote Counts:
- Director Election (Proposal 1): Standard "plurality" vote. The nominee with the most "FOR" votes wins.
- Auditor Ratification (Proposal 2): Requires a majority of votes cast. Abstentions count as "AGAINST."

🌍 What This Signals — The Bigger Picture

This filing signals a period of transition and focus on governance. The retirement of long-serving director John Block and the switch in auditors from RSM to KPMG are significant operational changes. The executive compensation structure, with its heavy reliance on stock, indicates management's continued bet on the company's long-term growth story in the renewable fuel space. The board's structure and the policies in place show a framework designed to provide oversight and manage risk.

🧠 The Analogy

Think of this annual meeting like a mandatory pit stop for a race team (the shareholders). You're not changing the engine, but you're checking the tire wear (electing a director), confirming the fuel strategy (ratifying the new auditor), and getting a detailed report on the drivers' performance and pay (executive compensation). It's your chance to ensure the car (the company) is still on the right track for the next lap (the fiscal year).

🧩 Final Takeaway

Aemetis shareholders are being asked to approve a seasoned director and a new audit firm while reviewing executive pay that has shifted back toward including cash bonuses. The document highlights standard governance practices but underscores a moment of change with a retiring board member and a new auditor. Your vote, as a shareholder, is your voice in approving this leadership and oversight structure.

AEMETIS, INC — DEF 14A Filing