Independent
Tenure on this board
1.0 yrs
Also a director at
Graham Corp (GHM)
3 nominees · 3 ballot items.
Election of three Class I directors; Ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026; Advisory (non-binding) approval of named executive officers’ compensation.
Elect three Class I directors (James J. Barber, Paul D. Bloom, Patrick R. Gruber) to serve until the 2029 Annual Meeting.
Ratify appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The Audit Committee is asking stockholders to ratify Deloitte & Touche LLP as Gevo’s independent registered public accounting firm for fiscal 2026. The committee selected Deloitte following a competitive process and replaced Grant Thornton in June 2024; the firm has served since 2024. The narrative discloses there were no disagreements with Grant Thornton for prior years, though there was a material weakness in internal control over financial reporting identified in 2023 that was remediated by December 31, 2023. Management states there were no consultations with Deloitte during the review period that would constitute reportable events or disagreements. The Board recommends ratification as a governance matter; ratification is non-binding and, if not approved, the Board may reconsider the appointment.
A non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory 'say-on-pay' proposal asks shareholders to approve, on a non-binding basis, the company’s overall executive compensation practices and disclosures as presented in the proxy statement. Management frames the compensation program as pay-for-performance with a mix of base salary, annual bonuses tied to operational and strategic goals, and long-term equity (primarily options and restricted stock) to align executives with long-term shareholder value and retention. The Compensation Committee uses peer benchmarking, an independent consultant, and targets median total compensation while allowing discretion for performance. The board points to a 74.8% approval in 2025 as evidence of shareholder support and notes it will consider vote outcomes in future decisions. The board recommends a vote for the proposal, emphasizing alignment with shareholders through stock ownership guidelines, clawback policy, and prohibitions on hedging/pledging; the vote is non-binding but will influence future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 10,133,640 | $28M |
| 2 | STATE STREET CORP | 3.7% | 9,065,919 | $25M |
| 3 | BlackRock, Inc. | 3.6% | 8,807,286 | $24M |
| 4 | BlackRock, Inc. | 2.9% | 7,015,540 | $19M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.1% | 5,103,775 | $14M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 5,046,295 | $14M |
| 7 | GOLDMAN SACHS GROUP INC | 1.5% | 3,769,934 | $10M |
| 8 | Nuveen, LLC | 1.5% | 3,589,334 | $10M |
| 9 | Invesco Ltd. | 1.3% | 3,231,774 | $9M |
| 10 | First Bank Trust | 1.3% | 3,064,948 | $8M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.