Independent
Tenure on this board
6.6 yrs
Also a director at
Ready Capital Corp (RC)Magnachip Semiconductor Corp (MX)
5 nominees · 3 ballot items.
Election of five directors; advisory “say-on-pay” vote to approve executive compensation; approval of the 2026 Omnibus Incentive Plan; ratification of RSM US LLP as independent registered public accounting firm.
Elect five nominees—Gilbert E. Nathan, Bryon T. McGregor, Dianne S. Nury, Maria G. Gray and Alan R. Tank—to the Board of Directors to serve until the next annual meeting or until successors are elected and qualified.
Non-binding advisory resolution to approve the compensation paid to named executive officers as disclosed in the proxy statement.
This is a non-binding, advisory 'say-on-pay' proposal asking stockholders to approve the overall compensation of the company’s named executive officers as disclosed in the proxy materials. Management seeks this annual advisory endorsement to confirm alignment between executive pay and company performance and to obtain stockholder feedback; the board recommends a FOR vote, citing the company's pay-for-performance philosophy, the mix of base salary, annual incentives and long-term equity awards, and the Compensation Committee’s processes (including use of performance metrics such as Adjusted EBITDA and KPIs). While advisory and not binding, the Compensation Committee will consider the vote results when setting future compensation. The context includes recent links of pay to performance through performance-based equity awards and an annual cash incentive plan tied to Adjusted EBITDA, KPIs, and individual goals; the company also highlights adjustments made to incentive design following investor feedback. The board recommends approval because it believes the programs attract and retain executives, align management’s interests with stockholders, and appropriately incentivize both short- and long-term value creation.
Approve the Alto Ingredients, Inc. 2026 Omnibus Incentive Plan, authorizing issuance of up to 7,000,000 shares for awards to officers, employees, non-employee directors, consultants and advisors, replacing the 2016 plan.
Management seeks shareholder approval of the 2026 Omnibus Incentive Plan to reestablish a stock-based incentive vehicle following termination of the Prior Plan, authorizing up to 7,000,000 shares (approximately 9% of fully diluted shares as of April 28, 2026). The plan is intended to attract, retain and motivate officers, employees, directors and consultants and to align their interests with stockholders through equity ownership and performance-linked awards. Key governance protections include a 10-year maximum term for options and SARs, prohibition on repricing without shareholder approval, no automatic single-trigger acceleration for change in control (except for non-employee directors), clawback provisions, no dividends on unearned awards, no automatic evergreen share increases, limited share recycling, and minimum vesting requirements with narrowly tailored exceptions. The Compensation Committee will administer the plan and may grant various award types (options, SARs, restricted stock, RSUs, performance awards). Shareholder approval is required under Nasdaq rules for equity plans; failure to approve would leave the company without a stockholder-approved plan for new awards (outstanding Prior Plan awards would remain). The Board recommends FOR because it believes the plan supports competitive compensation, retention, and tax-qualified grant ability while incorporating safeguards to protect shareholders.”},{
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.10% | 3,180,211 | $15M |
| 2 | MARSHALL WACE, LLP | 3.05% | 2,361,744 | $11M |
| 3 | TWO SIGMA INVESTMENTS, LP | 2.59% | 2,006,760 | $10M |
| 4 | MILLENNIUM MANAGEMENT LLC | 2.47% | 1,915,990 | $9M |
| 5 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.31% | 1,790,263 | $9M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.16% | 1,673,657 | $8M |
| 7 | BlackRock, Inc. | 1.43% | 1,110,517 | $5M |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.40% | 1,085,835 | $5M |
| 9 | Hillsdale Investment Management Inc. | 1.29% | 1,000,703 | $5M |
| 10 | Qube Research Technologies Ltd | 1.25% | 969,959 | $5M |
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