UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 26, 202217, 2023

April 5, 2022March 24, 2023

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Aemetis, Inc. (the “Company,” “we” or “our”), which will be held at the offices of Shearman & Sterling LLP, 1460 El Camino Real, Floor 2, Menlo Park, California 94025, on Thursday,Wednesday, May 26, 202217, 2023 at 1:00 p.m. (Pacific Time).

We discuss the matters to be acted upon at the meeting in more detail in the attached Notice of Annual Meeting and Proxy Statement.  There are threetwo specific items for which you are being asked to vote:

We hope that you can attend the Annual Meeting.  You may be requested to present valid, government-issued photo identification to gain admission to the Annual Meeting.  Whether or not you plan to attend, you can be sure that your shares are represented at the meeting by promptly voting by one of the methods provided.  Any stockholder of record attending the Annual Meeting may vote in person, even if that stockholder has returned a proxy or voted by telephone or the Internet.  Your vote is important, whether you own a few shares or many.

If you have questions concerning the Annual Meeting or your stock ownership, please call our Corporate Secretary, Todd Waltz, at (408) 213-0925.  Thank you for your continued support of Aemetis, Inc.

This document is dated April 5, 2022March 24, 2023 and is being first mailed or made available to stockholders of Aemetis, Inc. on or about April 6, 2022.March 27, 2023.

20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014

Tel.: (408) 213-0940   Fax: (408) 252-8044

www.aemetis.com

NOTICE OF ANNUAL MEETING

 OF STOCKHOLDERS

TO BE HELD ON MAY 26, 202217, 2023

April 5, 2022March 24, 2023

To the Stockholders of

AEMETIS, INC.:

NOTICE IS HEREBY given that the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Aemetis, Inc. (the “Company” or “Aemetis”) will be held at the offices of Shearman & Sterling LLP, 1460 El Camino Real, Floor 2, Menlo Park, California 94025 on Thursday,Wednesday, May 26, 202217, 2023 at 1:00 p.m. (Pacific Time) for the following purposes:

The Board of Directors of the Company (the “Board of Directors”) has fixed the close of business on March 28, 2022,20, 2023, the record date, for determining the stockholders entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment thereof.  A complete list of such stockholders will be available at the Company’s executive offices at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014, for ten days before the Annual Meeting.

Our Board of Directors recommends that you vote:

“FOR” the individuals nominated for election to the Board of Directors;

“FOR” ratification of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

“FOR” the approval, on an advisory basis, of the compensation of our named executive officers.

We are pleased to take advantage of the SEC rules that allow companies to furnish their proxy materials over the Internet.  As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 20212022 (the “2021“2022 Annual Report”).  The Internet Availability Notice contains instructions on how to access those documents over the Internet.  The Internet Availability Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement,Proxy Statement, our 20212022 Annual Report and a form of proxy card or voting instruction card, as applicable.  We believe that this process will reduce the costs of printing and distributing our proxy materials, is better for the environment and provide other benefits.

You are encouraged to vote by following the instructions included in this proxy statementProxy Statement or by following the instructions detailed in the Internet Availability Notice, as applicable.  If you are able to attend the Annual Meeting and wish to vote in person, you may do so whether or not you have returned your proxy or voted by telephone or the Internet.

YOUR VOTE IS IMPORTANT, WHETHER YOU OWN A FEW SHARES OR MANY.

AEMETIS, INC.

20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014

Tel.:  (408) 213-0940   Fax: (408) 252-8044

www.aemetis.com

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 26, 202217, 2023

TABLE OF CONTENTS

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 26, 202217, 2023

INFORMATION CONCERNING SOLICITATION OF PROXIES AND VOTING

General

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Thursday,Wednesday, May 26. 2022,17. 2023, or at any adjournment of the Annual Meeting,thereof, for the purposes set forth herein and in the foregoing Notice of Annual Meeting of Stockholders.  The Annual Meeting will be held at the offices of Shearman & Sterling LLP, 1460 El Camino Real, 2^nd Floor, Menlo Park, California 94025 on Thursday,Wednesday, May 26, 202217, 2023 at 1:00 p.m. (Pacific Time).  The 20212022 Annual Report is also available from the Company, without charge, upon request made in writing to the Company’s Corporate Secretary at our executive offices at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014, or online at www.aemetis.com.  Your attention is directed to the financial statements and Management’s Discussion and Analysis in such 2021the 2022 Annual Report, which provides additional important information concerning the Company.  This Proxy Statement, the related proxy card and the 20212022 Annual Report are being first mailed or made available to stockholders of Aemetis, Inc. on or about April 6, 2022.March 27, 2023.

In accordance with the rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our stockholders access to our proxy materials by providing access to such documents on the Internet.  Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) has been mailed to our stockholders.  Stockholders that received the Internet Availability Notice have the ability to access the proxy materials, including this proxy statement,Proxy Statement, our 20212022 Annual Report and a form of proxy card or voting instruction card, as applicable, on a website referred to in the Internet Availability Notice or to request that a printed set of the proxy materials be sent to them, by following the instructions in the Internet Availability Notice.

The Internet Availability Notice also provides instructions on how to inform us to send future proxy materials to you by mail.  Your election to receive proxy materials by mail will remain in effect until you terminate it.

Important Notice Regarding the Availability of Proxy Materials for the

Stockholders’ Meeting to Be Held on Thursday,Wednesday, May 26, 202217, 2023

The Notice of Annual Meeting of Stockholders, proxy statementthis Proxy Statement and 20212022 Annual Report are available at www.iproxydirect.com/AMTX free of charge.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Please note that voting facilities for registered stockholders will close at 11:59 P.M. (Eastern Time) on Tuesday, May 16, 2023.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board of Directors is presently composed of six (6) members: Eric A. McAfee, Francis Barton, Lydia I. Beebe, John R. Block, Naomi L. Boness and Timothy A. Simon.  Mr. McAfee serves as Chairman of the Board of Directors.  There are no family relationships between any director and executive officer.

The Board of Directors held nine (9)six (6) meetings during the fiscal year 2021.2022.  Each director attended over 75%all of the meetings of our Board of Directors and of the committees on which each director served, as applicable, during fiscal year 2021 and was eligible to attend.2022. The Board encourages the directors to attend the annual meetings of stockholders.

BOARD INDEPENDENCE

The Board of Directors has determined that all of its current directors except Eric A. McAfee, who currently serves as Aemetis’ Chief Executive Officer, are independent directors within the meaning set forth in the applicable rules and regulations of the SEC and The NASDAQ Stock Market LLC, as currently in effect.

BOARD LEADERSHIP STRUCTURE AND BOARD’S ROLE IN RISK OVERSIGHT

Our Board retains flexibility to select its Chairman of the Board and Chief Executive Officer in the manner that it believes is in the best interests of our stockholders.  Accordingly, the Chairman of the Board and the Chief Executive Officer may be filled by one individual or two.  The Board currently believes that having Mr. McAfee serve as both Chief Executive Officer and Chairman of the Board is in the best interests of the stockholders given Mr. McAfee’s extensive knowledge of, years of service to, and experience with, the Company.  The Board has designated Francis Barton as Lead Independent Director, to preside over the Board’s Executive Sessionsexecutive sessions and fulfill other duties.

Both the full Board and its committees oversee the various risks faced by the Company.  Management is responsible for the day-to-day management of the Company’s risks and provides periodic reports to the Board and its committees relating to those risks and risk-mitigation efforts.

Board oversight of risk is conducted primarily through the standing committees of the Board, the members of which are independent directors, with the Audit Committee taking a lead role on oversight of financial risks and in interfacing with management on significant risks or exposures and assessing the steps management has taken to minimize such risks.  The Audit Committee is also charged with, among other tasks, oversight of management on the Company’s guidelines and policies with respect to risk monitoring, assessment and management.  Members of the Company’s management periodically report to the Audit Committee regarding risks overseen by the Audit Committee, including quarterly reports with respect to the Company’s internal controls over financial reporting.

Set forth below is information regarding our directors as of April 1, 2022,March 24, 2023, the class under which each director serves and, assuming the reelection of the director nominees at the Annual Meeting, the expiration of the term of such director:

* Term expiration assuming reelection.

Eric A. McAfeeco-founded the Company in 2005 and has served as its Chairman of the Board since February 2006.  Mr. McAfee was appointed Chief Executive Officer of the Company in February 2007.  Mr. McAfee has been an entrepreneur, merchant banker, venture capitalist and farmer/dairyman for more than 20 years.  Since 1995, Mr. McAfee has been the Chairman of McAfee Capital and since 1998 has been a principal of Berg McAfee Companies, an investment company.  Since 2000, Mr. McAfee has been a principal of Cagan McAfee Capital Partners through which Mr. McAfee has founded or acquired twelve energy and technology companies.  In 2003, Mr. McAfee co-founded Pacific Ethanol, Inc. (NASDAQ:  PEIX), a West Coast ethanol producer and marketer.  Mr. McAfee received a B.S. in Management from Fresno State University in 1986 and served as Entrepreneur in Residence of The Wharton Business School MBA Program in 2007.  Mr. McAfee is a graduate of the Harvard Business School Private Equity and Venture Capital Program and is a 1993 graduate of the Stanford Graduate School of Business Executive Program.  Mr. McAfee’s industry experience and leadership skills qualify him for the position.

Francis Barton was appointed to the Company’s Board in August 2012.  From 2008 to present, Mr. Barton served as Chief Executive Officer in the consulting firm Barton Business Consulting LLC.  Prior to this, Mr. Barton served as the Executive Vice President and Chief Financial Officer of UTStarcom, Inc. from 2005 through 2008 and as a director from 2006 through 2008.  From 2003 to 2005, Mr. Barton was Executive Vice President and Chief Financial Officer of Atmel Corporation.  From 2001 to 2003, Mr. Barton was Executive Vice President and Chief Financial Officer of Broadvision Inc.  From 1998 to 2001, Mr. Barton was Senior Vice President and Chief Financial Officer of Advanced Micro Devices, Inc.  From 1996 to 1998, Mr. Barton was Vice President and Chief Financial Officer of Amdahl Corporation.  From 1974 to 1996, Mr. Barton worked at Digital Equipment Corporation, beginning his career as a financial analyst and moving his way up through various financial roles to Vice President and Chief Financial Officer of Digital Equipment Corporation’s Personal Computer Division.  Mr. Barton holds a B.S. in Interdisciplinary Studies with a concentration in Chemical Engineering from Worcester Polytechnic Institute and an M.B.A. with a focus in finance from Northeastern University.  Mr. Barton served on the board of directors of ON Semiconductor from 2008 to 2011.  Mr. Barton has served on the board of directors of SoSo Cards since January 2013.  He is also serving on the board of directors of Inventergy since January 2014, and is the Chairman of its Audit Committee, and a member of its Compensation, Governance and Nominating Committee.  Mr. Barton served on the board of directors of Etubics, Inc. from 2014 to 2016, and was chair of its Audit Committee and a member of its Compensation, Governance and Nominating Committee.

Mr. Barton serves as the Lead Independent Director, the Chairman of the Audit Committee and as a member of the Governance, Compensation and Nominating Committee of the Company.  His executive experience as well as his extensive financial background qualify him for the position.

Lydia I. Beebe was appointed to the Company’s Board of Directors in November 2016.  Ms. Beebe is Principal of the corporate governance consulting business, LIBB Advisors.  She was Senior of Counsel for Wilson Sonsini Goodrich and Rosati from 2015 until 2017.  Prior to this, Ms. Beebe served asheld a number of senior roles at Chevron Corporation (“Chevron”), including Chief Governance Officer and Corporate Secretary of one of the world’s leading energy companies, Chevron Corporation (“Chevron”) from 2007 to 2015. Ms. Beebe began her career as an attorney for Chevron in 1977.Secretary. In 1995, Ms. Beebe was promoted to Corporate Secretary and an Officer of the company, the first female corporate officer in Chevron’s 127-year history.  In 2007 when she also became the Chief Governance Officer until she retired in 2015.  Ms. Beebe holds a B. S. in journalism from University of Kansas, a J.D. from the University of Kansas, as well as a M.B.A. from Golden Gate University.  Ms. Beebe previously served on the boards of directors of HCC Insurance Holdings, Inc. (NYSE: HCC), the Council of Institutional Investors, Presidio Trust, University of Delaware’s Weinberg Center for Corporate Governance and California Fair Employment & Housing Commission. She currently serves on the boards of Stanford University’s Rock Center for Corporate Governance, Kansas City Southern (KCS) voting trust following the acquisition of KCS by Canadian Pacific Railway, having previously served on the board of Kansas City Southern (NYSE: KSU), EQT Corp. (NYSE:EQT) and Paxon Energy & Infrastructure.   

Ms. Beebe serves as the Company’s Chairman of the Governance, Compensation and Nominating Committee and as a member of the Audit Committee. Her extensive experience in the energy business and her expertise in corporate governance qualify her for the position.

Ms. Beebe serves as the Company’s Chairman of the Governance, Compensation and Nominating Committee.  Her extensive experience as an executive for a major oil company, her expertise in corporate governance and experience with other public company boards qualify her for the position.

John R. Block has served as a member of the Company’s Board of Directors since October 2008.  From 1981 to 1986, Mr. Block served as United States Secretary of Agriculture under President Ronald Reagan.  He is currently an Illinois farmer and a Senior Policy Advisor to Olsson Frank Weeda Terman Bode Matz PC, an organization that represents the food industry. Mr. Block has held this position since January 2005.  From January 2002 to January 2005, he served as Executive Vice President at the Food Marketing Institute, an organization representing food retailers and wholesalers.  From February 1986 to January 2002, Mr. Block served as President of Food Distributors International.  Mr. Block is currently a member of the board of directors of Digital Angel Corporation and Metamorphix, Inc.  Mr. Block previously served on the board of directors of each of Deere and Co., Hormel Foods Corporation and Blast Energy Services, Inc.  Mr. Block received his Bachelor of Arts degree from the United States Military Academy.

Mr. Block serves as a member of the Company’s Governance, Compensation and Nominating Committee.  His experience with agricultural commodities, understanding of political affairs, and prior board experience qualify him for the position.

Dr. Naomi L. Boness was appointed to the Company’s Board of Directors in June 2020. Ms.Dr. Boness ishas been serving as the Managing Director of the Stanford Natural Gas Initiative since 2019.2019 and the Co-Managing Director of the Stanford Hydrogen Initiative since 2022. She has servedis a member of the Renewable Natural Gas Coalition Advisory Committee; a member of the Partnership to Address Global Emissions Advisory Council; a member of the Open Hydrogen Initiative Independent Expert Panel; a former invited member of the United Nations Expert Group on Resource Classification; and a former Chair of the Society of Exploration Geophysicists Oil and Gas Reserves Committee. As an advocate for women and gender equality, she is proud to be an Ambassador for the Women in Clean Energy, Education and Empowerment (C3E) Initiative.  She currently serves on the board of geCKo Materials, a public benefit corporation.

Prior to Stanford, Dr. Boness held a variety of technical and management positions at Chevron including as a member of the prestigious Reserves Advisory Committee and as a Senior Analyst for Upstream Strategy and Planning at Chevron Corporation from 2016 to 2019. Before that, she was the Reserve Consultant at Chevron Corporation from 2012 to 2016. Ms.Dr. Boness received her B.Sc. in Geophysics from the University of Leeds in 1998, her M.Sc. in Geological Science from Indiana University in 2000 and her Ph.D. in Geophysics from Stanford University in 2006.

Ms.Dr. Boness serves as a member of the Company’s Audit Committee. Her experience in the energy business and her expertise in investment analysis and strategic planning qualify her for the position.

Timothy A.Alan Simon was appointed to the Company’s Board in 2021. Mr. Simon was appointed to the CPUC by Governor Arnold Schwarzenegger in February 2007, ending his term in December 2012. During his time as a CPUC commissioner, Mr. Simon served as Chair of the National Association of Regulatory Utility Commissioners (“NARUC”) Natural Gas Committee; Chair of the LNG Partnership between the Department of Energy and NARUC; founding member of the Call to Action National Gas Pipeline Safety Taskforce with the U.S. Department of Transportation; and member of the National Petroleum Council. Mr. Simon currently serves on the board of Charah Solutions, Inc. (NYSE: CHRA).

Prior to his CPUC appointment, Mr. Simon served as Appointments Secretary in the Office of the Governor, the first African American in California history to hold this post. He also served as an Adjunct Professor of Law at Golden Gate University School of Law and the University of California Hastings College of the Law. Prior toLaw, San Francisco . Before public service, Mr. Simon was an in-house counsel and compliance officer with Bank of America, Wells Fargo, and the Robertson Stephens investment bank.

In 2013, Mr. Simon created TAS Strategies serving as an attorney and consultant on utility, infrastructure, financial services, and broadband projects. He is a frequent public speaker, expert witness, and panelist on energy, infrastructure, diversity, and inclusion.

In 2019, Mr. Simon was elected Chairman of the Board of Directors for the California African American Chamber of Commerce and elected to the University of San Francisco Board of Trustees. He currently serves onas Vice Chair of the North American Energy Standards Board Advisory Council and is a member of the National Bar Association, Energy Bar Association, Thethe Saint Thomas More Society, and the National Board of Directors for the American Association of Blacks in Energy.  Mr. Simon received a bachelor’s degree in Economics from the University of San Francisco (Distinguished Alumni) and a Juris Doctor from the U.C. HastingsUniversity of California College of the Law.Law, San Francisco. He is an active member of the State Bar of California.

Mr. Simon serves as a member of the Company’s Audit Committee.  His experience in the energy business and his expertise on utility, infrastructure and financial services qualify him for the position.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has the following standing committees: (1) Audit Committee and (2) Governance, Compensation and Nominating Committee.  The Board has adopted a written charter for each of these committees, copies of which can be found in the Governance page of the Investor Relations section of our website at www.aemetis.com.  The Board of Directors has determined that all members of both committees of the Board are independent under the applicable rules and regulations of NASDAQ and the SEC, as currently in effect.

The following chart details the current membership of each committee:

Audit Committee

The Audit Committee (i) oversees our accounting, financial reporting and audit processes; (ii) appoints, determines the compensation of, and oversees the independent auditors; (iii) pre-approves audit and non-audit services provided by the independent auditors; (iv) reviews the results and scope of audit and other services provided by the independent auditors; (v) reviews the accounting principles and practices and procedures used in preparing our financial statements; (vi) reviews our internal controls; and (vi)(vii) oversees, considers and approves related party transactions.

The Audit Committee works closely with management and our independent auditors.  The Audit Committee also meets with our independent auditors without members of management present, on a quarterly basis, following completion of our auditors’ quarterly reviews and annual audit and prior to our earnings announcements, to review the results of their work.  The Audit Committee also meets with our independent auditors to approve the annual scope and fees for the audit services to be performed.

Francis Barton, Lydia I. Beebe (until January 1, 2022, when Timothy Simon was appointed) and Naomi L. Boness served as members of the Audit Committee in 2021,2022, with Mr. Barton serving as Chair.  Each of the Audit Committee members is an independent director within the meaning set forth in the rules of the SEC and NASDAQ, as currently in effect.  Our Board has determined that all current Audit Committee members meet the heightened independence criteria of Rule 10A-3 of the Securities Exchange Act applicable to Audit Committee members.  In addition, the Board of Directors has determined that Mr. Barton is an “audit committee financial expert” as defined by SEC and NASDAQ rules, as currently in effect.

A copy of the Audit Committee’s written charter is available in the Investor Relations section of our website at www.aemetis.com.  The Audit Committee held five (5) meetings during the fiscal year 2021.2022.  Mr. Barton and Ms. BeebeMr. Simon attended all of the meetings of the Audit Committee during fiscal year 2021,2022, and Ms. Boness attended four (4) of the meetings during the fiscal year 2021.2022.

AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee of the Board of Directors.

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate filings made by the Company, including this proxy statement,Proxy Statement, in whole or in part, the following Audit Committee Report shall not be deemed to be “soliciting material” or to be incorporated by reference into any prior or future filings made by the Company.

The Audit Committee has reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended December 31, 2021.2022.  In addition, the Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.  The Audit Committee also has received the written disclosures and the letter as required by the Public Company Accounting Oversight Board Rule 3526 “Communications with Audit Committees Concerning Independence” and the Audit Committee has discussed with the independent auditors the independence of that firm.

Based on the Audit Committee’s review of the matters noted above and its discussions with the Company’s independent auditors and management, the Audit Committee recommended to the Board of Directors that the financial statements be included in the Company’s 20212022 Annual Report.

Governance, Compensation and Nominating Committee

The Governance, Compensation and Nominating Committee (i) annually evaluates and reports to the Board on the performance and effectiveness of the Board and management to assist them in serving the interest of the Company’s shareholders; (ii) identifies, interviews, recruits, and recommends candidates for the Board; (iii) reviews the qualification, capability, independence, diversity, and other relevant factors in connection with candidates recommended or nominated to the Board or its committees, (iv) reviews and approves corporate goals and objectives relevant to the chief executive officer’s compensation, evaluates the chief executive officer’s performance relative to goals and objectives, and sets the chief executive officer’s compensation annually; (v) reviewsevaluates and approves the chief executive officer’s recommendation with respect to the compensation of the other executive officers, including all other Named Executive Officers; (vi) develops and recommends governance principles applicable to the Company; and (vii) oversees the evaluation of the Board and management from a corporate governance perspective. The Governance, Compensation and Nominating Committee has authority to delegate these functions to a subcommittee of its members, but no delegation of authority was made in 2021.2022.

Francis Barton, Lydia I. Beebe, and John Block served as members of the Governance, Compensation and Nominating Committee in 2021,2022, with Ms. Beebe serving as Chair.  Each member of the Governance, Compensation and Nominating Committee is an independent director within the meaning set forth in the rules of the SEC and NASDAQ, as currently in effect, including after giving consideration to the factors specified in the NASDAQ listing rules for compensation committee independence.

The Governance, Compensation and Nominating Committee considers properly submitted stockholder recommendations for candidates for membership on the Board as described below under “Identification and Evaluation of Nominees for Directors.”  In evaluating such recommendations, the Governance, Compensation and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth under “Director Qualifications” below.  Any stockholder recommendations proposed for consideration by the Governance, Compensation and Nominating Committee should include the candidate’s name and qualifications for membership on the Board and should be addressed to the attention of our Corporate Secretary — Re:  Stockholder Director Recommendation, at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA  95014.

Director Qualifications

In planning for succession, the Governance, Compensation and Nominating Committee considers the overall mix of skills and experience of the Board and the types of skills and experience desirable for future Board members, in light of the Company’s business and long-term strategy. The Governance, Compensation and Nominating Committee uses a variety of criteria to evaluate the qualifications and skills necessary for members of our Board, including relevant experience, capability, availability to serve, diversity, independence and other factors.  Experiences, qualifications, skills and attributes prioritized by the committee include, but are not limited to:

All members of the Board are expected to have sufficient time to carry out his or her duties, and to provide insight and practical wisdom based on his or her past experience.  A director’s service on other boards of public companies should be limited to a number that permit him or her, given individual circumstances, to perform the director duties responsibly.  Each director must represent the interests of Aemetis stockholders.

Identification and Evaluation of Nominees for Directors

The Governance, Compensation and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director.  The Governance, Compensation and Nominating Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise.  In the event that vacancies are anticipated or otherwise arise, the Governance, Compensation and Nominating Committee considers various potential candidates for director.  Candidates may come to the attention of the Governance, Compensation and Nominating Committee through current members of the Board, professional search firms, stockholders or other persons.  These candidates are evaluated at regular or special meetings of the Governance, Compensation and Nominating Committee, and may be considered at any point during the year.  The Governance, Compensation and Nominating Committee considers properly submitted stockholder recommendations for candidates for the Board.  In evaluating such recommendations, the Governance, Compensation and Nominating Committee uses the qualifications standards discussed above and seeks to achieve a balance of knowledge, experience and capability on the Board.

A copy of the Committee’s written charter is available on the Governance page of the Investor Relations section of our website at www.aemetis.com.  In fiscal year 2021,2022, the Governance, Compensation and Nominating Committee held five (5) meetings.  Mr. Barton and Ms. Beebe attended all of the meetings of the Governance, Compensation and Nominating Committee during fiscal year 2021;2022; Mr. Block attended four (4) meetings during fiscal year 2021.2022.

Code of Business Conduct and Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics, which applies to our directors and all of our employees, including our Chief Executive Officer, Chief Financial Officer and any other principal financial officer, Controller and any other principal accounting officer, and any other person performing similar functions.  The Code of Business Conduct and Ethics is posted on the Governance page of the Investor Relations section of our website at www.aemetis.com.  The Code of Business Conduct and Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code.  Aemetis will disclose any amendment to the Code of Business Conduct and Ethics or waiver of a provision of the Code of Business Conduct and Ethics that applies to the Company’s directors, Chief Executive Officer, Chief Financial Officer and any other principal financial officer, controller and any other principal accounting officer, and any other person performing similar functions and relates to certain elements of the Code of Business Conduct and Ethics, including the name of the director or officer to whom the waiver was granted, on the Investor Relations section of our website at www.aemetis.com.  No waivers were granted during 2022.

Anti-Hedging Policy

We have not established any sort of anti-hedging policy that would prohibit our executive officers and directors from hedging the economic interest of their stock ownership and holding shares of the Company’s common stock in a margin account or pledging shares as collateral for a loan.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2021,2022, no member of the Governance, Compensation and Nominating Committee was an officer or employee of the Company or had any relationship requiring disclosure under “Certain Relationships and Related Party Transaction” below.  In addition, no member of the Governance, Compensation and Nominating Committee or executive officer of the Company served as a member of the board of directors or compensation committee of any entity that has an executive officer serving as a member of our Board or Governance, Compensation and Nominating Committee.

Relationship of Compensation Practices to Risk Management

The Company has reviewed and considered all of its compensation plans and practices and does not believe that its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

Legal Proceedings

None.

Annual Meeting Attendance

Stockholders, we doThe Company does not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders.  Mr. McAfee, Mr. Barton, Dr. Boness, and Ms. Beebe attended the annual meeting of stockholders in 2021.2022.

 Communications with the Board of Directors

Although we do not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by submitting an email to investors@aemetis.com or by writing to us at Aemetis, Inc., Attention:  Investor Relations, 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014.  Stockholders who would like their submission directed to a member of the Board may so specify.  The Corporate Secretary will review all communications.  All appropriate business-related communications as reasonably determined by the Corporate Secretary will be forwarded to the Board or, if applicable, to the individual director.

DIRECTOR DIVERSITY MATRIX

In identifying and evaluating candidates for the Board, the Nominating and Corporate Governance Committee considers the diversity of the Board, including diversity of skills, experiences and backgrounds.

The Board Diversity Matrix below presents the Board’s diversity statistics as of the date of this Proxy Statement in the format prescribed by the Nasdaq rules.

DIRECTOR COMPENSATION

The following table provides information regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director of the Company for some portion or all of 2021.2022.  Other than as set forth in the table and described more fully below, the Company did not pay any fees, makehold any equity or non-equity awards, or pay any other compensation, to its non-employee directors.  All compensation paid to itsEric A. McAfee, the Chief Executive Officer and employee directorsdirector, is set forth in the tables summarizing executive officer compensation below.

In 2007, the Board adopted a director compensation policy pursuant to which each non-employee director is paid an annual cash retainer of $75,000 and a cash meeting fee of $250 per Board or committee meeting attended telephonically and a cash meeting fee of $500 per Board or committee meeting attended in person.$75,000.  In January 2021, the Governance, Compensation and Nominating Committee eliminatedset the payment of meeting attendance fees at $4,000 and determined to make annual stock grants. In 2021, the Committee granted 1,300 shares with a valuegrants in lieu of $4,000 to each non-employee director.cash.

 In addition, each non-employee director is initially granted an option exercisable for 10,000 shares of the Company’s common stock, which vests quarterly over two years subject to continuing service to the Company. In January 2021,2022 and August 2022, each non-employee director was granted 50,00010,371 and 5,000 restricted stock options.awards, respectively.  Ms. Beebe was granted 60,00012,871 and 6,000 restricted stock optionsawards in the same periods respectively to recognize her services as chair of the Governance, Compensation and Nominating Committee. Mr. Barton was granted 70,00016,371 and 8,000 restricted stock optionsawards in the same periods respectively to recognize his service as chair of the Audit Committee.  In addition, a quarterlyan annual cash retainer of $6,000$24,000 is paid to the Lead Independent Director, an annual retainer of $10,000$18,000 is paid to the chairman of the Governance, Compensation and Nominating Committee and an annual cash retainer of $20,000$25,000 is paid to the chairman of the Audit Committee. No executive officer has any role in determining or recommending the form or amount of director compensation.

As described below under “Certain Relationships and Related Transactions,” the Company owed its non-employee directors Board amounts totaling $1.2 million as of December 31, 2020 in connection with unpaid board compensation fees, which are included in accounts payable on the balance sheet. The normal cash compensation described under Director Compensation was not paid in prior years to allow the Company to conserve cash and invest in its operations. During 2021, restricted stock was granted to non-employee directors with an aggregate value of $893 thousand to reimburse non-employee directors for the unpaid cash compensation. The value of these grants is reported above on the Director Compensation Table as Stock Awards.

DIRECTORS’ OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END (2021)(2022)

The following table shows all outstanding equity awards held by each person serving as a director of the Company at the end of 2021.2022.

PROPOSAL ONE:

ELECTION OF DIRECTORS

The Board of Directors consists of six (6) directors classified into three separate classes, consisting of two (2) directors in each of Class I, Class II and Class III, with one class being elected each year to serve a staggered three-year term.  Under the current ArticlesCertificate of Incorporation and Bylaws of the Company, elections of one class of directors are held at each annual meeting of stockholders and until their respective successors are duly qualified and elected or such earlier date of resignation or removal.  Following the Annual Meeting, the terms of office of the Class I, Class II and Class III directors will expire in 2025, 2024 and 2023,2026, respectively.

NOMINEES

The Board of Directors approved Eric A. McAfeeLydia I. Beebe and Francis P. BartonJohn R. Block as nominees for election to the Board as Class IIII directors at the Annual Meeting.  If elected, Eric A. McAfeeLydia I. Beebe and Francis P. BartonJohn R. Block will serve as Class IIII directors for a three-year term expiring in 2025.2026.  The nominees are currently directors of the Company.  Please see above for information concerning our incumbent directors’ standings for re-election.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees set forth above.  If the nominees areeither nominee is unable or declines to serve as directorsa director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board of Directors.  We are not aware of any reason that the nominees would be unable or unwilling to serve as directors.

VOTE REQUIRED

If a quorum is present, the nomineetwo director nominees receiving the highest number of votes will be elected to the Board.  AbstentionsWithheld, abstentions and broker non-votes will have no effect on the election of directors.  Proxies may not be voted for a greater number of persons than the number of nominees named.

BOARD RECOMMENDATION

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

PROPOSAL TWO:

RATIFICATION OF AUDITORS

The Board has selected RSM US LLP as the Company’s independent auditors,auditor to audit the financial statements of the Company and its subsidiaries for the year ending December 31, 2022.  The Board recommends that stockholders vote for ratification of such appointment.  Although ratification by stockholders is neither required by law nor binding on the Board, the Board has determined that it is desirable to request ratification of this selection by the stockholders.  Notwithstanding the selection, the Board, in its discretion, may direct the appointment of new independent auditors at any time during the year if the Board feels that such a change would be in the best interest of the Company and its stockholders.  In the event of a negative vote on ratification, the Board will reconsider its selection.  The aggregate fees billed for services rendered by RSM US LLP during the years ended December 31, 2021 and 20202022 are described below under the caption “Principal Accountant Fees and Services.” A representative of RSM US LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

Principal Accountant Fees and Services

Auditor Fee and Services in Fiscal Years 20202021 and 20212022

RSM US LLP was appointed as our registered independent public accountant on May 21, 2012.  The fees billed by RSM US LLP for the audits of the 2020Company’s 2021 and 20212022 financial statements are as follows:

Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements, and review of the interim consolidated financial statements included in quarterly reports and services that normally provided by RSM US LLP in connection with statutory and regulatory filings or engagements.

Audit-Related Fees consist of assistance provided with respect to the Form S-8, Prospectus Supplement and Comfort Letters. All Other Fees are related to assessment of requirements for Enterprise Resource System (ERP) by RSM’s ERP group.

Audit Committee’s Pre-Approval Policies and Procedures

Consistent with policies of the SEC regarding auditor independence and the Audit Committee charter, the Audit Committee has the responsibility for appointing, setting compensation and overseeing the work of the registered independent public accounting firm (the “Firm”). The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the Firm. Pre-approval is detailed as to the particular service to category of services and is generally subject to a specific budget. The Audit Committee may also pre-approve particular services on a case-by-case basis. In assessing request for services by the Firm, the Audit Committee considers whether such services are consistent with the Firm’s independence, whether the Firm is likely to provide the most effective and efficient service based upon their familiarity with the Company, and whether the service could enhance the Company’s ability to manage or control risk or improve audit quality.

In fiscal years 20202021 and 2021,2022, all fees identified above under the captions “Audit Fees” and “Audit-Related Fees” that were billed by RSM US LLP were approved by the Audit Committee in accordance with SEC requirements.

VOTE REQUIRED

Approval of Proposal No. 2 requires the affirmative vote of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting.  Abstentions will be counted as votes “AGAINST” this proposal.

BOARD RECOMMENDATION

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF RSM US LLP AS THE COMPANY’S INDEPENDENT AUDITORS.

PROPOSAL THREE:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and the rules promulgated thereunder by the SEC enable stockholders of certain public companies to vote to approve, on an advisory (nonbinding) basis, the compensation of named executive officers.

As described in detail below under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate, and retain our named executive officers, who are critical to our success. Please read “Compensation Discussion and Analysis” below and the accompanying tables and footnotes for additional details about our executive compensation program.

The Governance, Compensation and Nominating Committee believes that it has taken a responsible approach to executive compensation that allows the Company to retain its executive talent while remaining committed to our core compensation philosophy of paying for performance while aligning executive compensation with stockholder interests. In particular, during fiscal year 2021 the Governance, Compensation and Nominating Committee:

Additionally, the Governance, Compensation and Nominating Committee reviewed the results of the Company’s most recent shareholder advisory vote on executive compensation in 2019, in which the Company received approximately 99% stockholder support, indicating general satisfaction with our compensation program and governance practices.

Based on the foregoing, the Governance, Compensation and Nominating Committee believes that its treatment of named executive officer compensation for fiscal year 2021 continues to be in line with the long-term interests and prospects of the Company. The Governance, Compensation and Nominating Committee believes that the Company’s named executive officers are best incentivized by a compensation plan weighted towards equity grants issued by the Governance, Compensation and Nominating Committee.

The Board believes the Company’s executive compensation program is well tailored to retain key executives while recognizing and continuing to align it with stockholder interests.

We are asking our stockholders to indicate their support for our named executive officers’ compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, program and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion pursuant thereto.

VOTE REQUIRED

Approval of Proposal No. 3 requires the affirmative vote of a majority of the voting power of the Company. Abstentions will be counted as votes “AGAINST” this proposal.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Governance, Compensation and Nominating Committee or our Board. Our Board and our Governance, Compensation and Nominating Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officers’ compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Governance, Compensation and Nominating Committee will evaluate whether any actions are appropriate to address those concerns. Unless the Board or the Governance, Compensation and Nominating Committee modifies the determination on the frequency of future “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will be held at our 2025 annual meeting of stockholders.

BOARD RECOMMENDATION

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC AS SET FORTH IN THIS PROPOSAL NO. 3.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section discusses the principles underlying the material components of our 20212022 executive compensation program and the factors relevant to an analysis of these policies and decisions. Our executive officers who are named in the “Summary Compensation Table” below (our “Named Executive Officers”) were our only executive officers during 2021.2022. The following table sets forth the name, age (as of  March 28, 202224, 2023 and position of each of our named executive officers for 2021.2022.

The information provided below is biographical information about each named executive officer, excluding Mr. McAfee.  For information concerning Mr. McAfee, see “Board Leadership Structure and Board’s Role in Risk Oversight” above.

Andrew B. Foster joiningjoined Aemetis at the company’scompany's founding in 2006. Mr. Foster has held senior leadership positions including Executive Vice President, Chief Operating Officer, and his current role as President of North America Renewable Fuels, which includes directing operations for the company’scompany's 65 million gallon per year ethanol biorefinery in Keyes, California, and the company’scompany's California dairy-based renewable natural gas (RNG) production and distribution assets. Mr. Foster has managed the planning and implementation of over $150 million of capital investment projects at Aemetis that include engineering, construction, and commissioning of the company’scompany's renewable fuels and energy efficiency initiatives. He is also responsible for managing the company’scompany's regulatory matters and carbon market compliance and monetization.

Prior to joining Aemetis, Mr. Foster served in senior management roles at Cadence Design Systems (NASDAQ: CDNS), BMC Software, and eSilicon Corporation. From 1989 to 1992, Mr. Foster served in the George H.W. Bush White House as Associate Director of Political Affairs, and from 1992 to 1998 was Deputy Chief of Staff and Campaign Manager for Illinois Governor Jim Edgar. Mr. Foster holds a Bachelor of Arts degree from Marquette University, where he is a member of the Board of Governors for the Les Aspin Center for Government. Mr. Foster is also a member of the Board of Directors for Opportunity Stanislaus, and an Executive Committee member of Stanislaus 2030.

Todd A. Waltz joined Aemetis as the Company Corporate Controller in 2007 before serving as our Executive Vice President, Chief Financial Officer, and Secretary beginning in 2010. Mr. Waltz has been instrumental in listing the company on NASDAQ, arranging over $400 million of debt and capital,  managing investor relations, and overseeing legal and compliance matters of the company.  He currently directs the functions of accounting, financial planning, treasury, legal, IT, and human resources.

Prior to joining Aemetis, he began his career in commercial banking, followed by experience with Ernst & Young and Apple, Inc., where he served in senior financial management roles. Mr. Waltz holds a Bachelor of Arts degree from Mount Union College, an MBA from Santa Clara University, and a Master of Science degree in Taxation from San Jose State University.

Sanjeev Gupta joined Aemetis in 2007 as head of Biofuels Marketing, bringing his expertise as an experience global marketer of specialized chemicals and oils.  In 2009, Mr. Gupta became Executive Vice President of Universal Biofuels, the Company.Company’s wholly owned subsidiary in India, where he holds the title of Managing Director, Chairman and President. 

Prior to joining Aemetis, Mr. Gupta was the head of a petrochemical trading company with about $259 million of annual revenues and offices on several continents.  He also was the General Manager of International Marketing for Britannia Industries, a subsidiary of Nabisco Brands in India.  Mr. Gupta holds a Bachelor of Science (Honors) from Hindu College, University of Delhi, and an MBA from the Faculty of Management Studies, University of Delhi.

Each executive officer is chosen by the Board and holds office until a successor has been elected and qualified or until such officer’s earlier death, resignation or removal.

Compensation Philosophy and Objectives

We operate in a competitive marketplace for attracting and retaining experienced and skilled executives. To meet this challenge, we strive to create a compensation program that rewards profitable company growth and differentiates pay based on business unit, division and individual contributions. The principles and objectives of our compensation and benefits programs for our executive officers are to:

Determination of Compensation

The current compensation levels of our Named Executive Officers primarily reflect the roles and responsibilities of each individual. Further, they reflect our understanding of the competitive market, our recruiting and retention goals, individual performance, value to the Company, and other factors including our view of internal equity and consistency.

The Governance, Compensation and Nominating Committee has responsibility for overseeing our executive compensation and equity compensation programs. Compensation arrangements with our Named Executive Officers have been determined in arm’s-length negotiations with each individual executive. No member of management, including our Chief Executive Officer, has a role in determining his own compensation. The focus of these arrangements has been to recruit skilled individuals to help us achieve our financial goals, as well as to maintain the level of talent and experience needed to operate and further grow our business.

We design the components of our executive compensation program to fulfill one or more of the principles and objectives described above. Compensation of our Named Executive Officers consists of the following elements:

We offer cash compensation in the form of base salaries and annual incentive awards that we believe appropriately reward our Named Executive Officers for their individual contributions to our business. During 2021, none of our Named Executive Officers received salary increases. When awarding annual cash bonuses, the Governance, Compensation and Nominating Committee considers our financial and operational performance as well as each Named Executive Officer’s individual contribution during the year. Annual incentives for 2021, as determined by the Governance, Compensation and Nominating Committee, reflect the Company’s significant initiatives during 2021, Company performance, as well as the challenges arising due to the COVID-19 pandemic.

Our executive compensation program includes equity awards for equity interests in the Company granted under the Company’s 2019 Stock Plan. Consistent with our compensation philosophy, we have emphasized the use of equity to incent our Named Executive Officers to focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our equity holders. We consider equity-based compensation a significant motivator in encouraging executives to come, stay, grow and lead.

Executive Compensation Program Components

The following describes the primary components of our executive compensation program for each of our Named Executive Officers, the rationale for that component, and how compensation amounts are determined.

Base Salary

Our Named Executive Officers’ initial annual base salaries were established through arm’s-length negotiation at the time the individual was hired or promoted into their current role, taking into account his or her qualifications, experience and prior salary level. Thereafter, the Compensation Committee periodically reviews executive officer base salaries. During 2021, none2022, all of our Named Executive Officers received base salary increases.

As of the end of 2021,2022, our Named Executive Officers were entitled to the following annual base salaries:

Annual Cash Bonuses

Historically, we have used annual cash bonuses, to motivate our Named Executive Officers to achieve our annual objectives while making progress towards our longer-term growth and other goals. Our Chief Executive Officer is entitled to an annual cash bonus under his employment contract with the amount determined by the Governance Compensation and Nominating Committee.  Our other Named Executive Officers are entitled to annual cash bonuses of up to $50,000 under their respective employment contracts.

In setting annual bonus amounts for 2021,2022, our Chief Executive Officer and the Governance, Compensation and Nominating Committee made a holistic assessment of the Company’s financial and operational performance and the performance of the individual executives. Given strong Company performance, the Committee exercised its discretion to increase the annual cash bonuses for 2021,2022, compared to the amounts paid in prior years.

The annual bonuses paid to our Named Executive Officers for 20212022 are set forth in the “Summary Compensation Table” below.

Long-Term Equity Incentive Compensation

In 2019, we adopted the 2019 Stock Plan in order to facilitate the grant of equity incentives to our directors, employees (including the Named Executive Officers) and consultants and to enable us to obtain and retain services of these individuals, which is essential to our long-term success. The 2019 Stock Plan became effective upon the approval thereof by our stockholders and we made the grants under this plan to our Named Executive Officers set forth in the “Grants of Plan-Based Awards in 2021”2022” below.

The Governance, Compensation and Nominating Committee believes that a compensation plan weighed towards equity grants provides the best incentive for  the Company’s Named Executive Officers. Consistent with our compensation philosophy, we have emphasized the use of equity to encourage our Named Executive Officers are best incentivized byto focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our equity holders. We consider equity-based compensation a compensation plan weighted towards equity grants. significant motivator in encouraging executives to come, stay, grow, and lead.

Our Chief Executive Officer, receivedat his request, did not receive either restricted shares rather thanor stock options bothin 2022 to conserve shares and make additional equity available to provide immediate tangible value since our Chief Executive Officer did not receive equity grants in prior years.other employees.

We made stock option grants to the remaining Named Executive Officers in January and in November 2021.August 2022. One-twelfth (1/12^th) of the options vest every three months from the date of grant and the options vest in full three years from the date of grant.  Use of multi-year vesting helps us retain our Named Executive Officers and aligns them with the long-term performance of our stock.

Severance Benefits

We have entered into employment agreements with our Named Executive Officers, the material elements of which with respect to severance benefits are summarized below under “Potential Payments Upon Termination or Change-in-Control (2021)(2022).”

Retirement Savings

We have established 401(k) retirement savings plans for our associates,employees, including the Named Executive Officers, who satisfy certain eligibility requirements. Our Named Executive Officers are eligible to participate on the same terms as all of our associates.employees. Under the 401(k) plans, eligible associatesemployees may elect to reduce their current compensation by up to the prescribed annual limit and contribute these amounts to the 401(k) plan. Subject to eligibility limits, we provide a matching contribution of up to 100% of the first 4% of salaries contributed by participating employees.

Other Benefits and Perquisites

Additional benefits received by our Named Executive Officers include certain benefits provided to our employees generally, including medical, dental and vision benefits, flexible spending and/or health care saving accounts, basic and voluntary life and accidental death and dismemberment insurance. See (See “Executive Compensation—Summary Compensation Table” below.below). Currently, as well as in the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits for our Named Executive Officers will be approved and subject to periodic review by the Governance, Compensation and Nominating Committee. We do not expect these perquisites and personal benefits to be a significant component of our compensation program.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code (the “Code”) generally limits, for U.S. corporate income tax purposes, the annual tax deductibility of compensation paid to certain current and former executive officers to $1 million. Although the Company believes that tax deductibility of executive compensation is an important consideration, the Governance, Compensation and Nominating Committee in its judgement has authorized, and may in the future authorize, compensation payments that are not fully tax deductible or modify compensation programs and practices without regard for tax deductibility when it believes that such compensation is appropriate.

Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual receiving the excess payment. However, the Governance, Compensation and Nominating Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent. We do not provide for excise tax gross-upsgross ups to our executives.

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our stock-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. We anticipate that the Governance, Compensation and Nominating Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Compensation-Related Risk

The Governance, Compensation and Nominating Committee monitors our compensation policies and practices as applied to our employees, including our Named Executive Officers, to ensure that these policies and practices do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. Given the nature of our business, and the material risks we face, we believe that our compensation plans, policies and programs are not reasonably likely to give rise to risk that would have a material adverse effect on our business.

GOVERNANCE, NOMINATION & COMPENSATION COMMITTEE REPORT

The GNC Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based upon such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation paid or accrued for services rendered to the Company in all capacities for the fiscal years 2019, 2020, 2021 and 20212022 to our Named Executive Officers, which includes the Company’s Chief Executive Officer, Chief Financial Officer and its other two most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2021.2022.

Grants of Plan-Based Awards in 20212022

The following table sets forth information regarding grants of plan-based awards made to the Named Executive Officers during the year ended December 31, 2021.2022.

The exercise price for stock option awards granted during 20212022 was set at the closing price as reported by NASDAQ on the date of grant, and each such award has a term of 10 years from the date of grant.  The stock options vest over three years, with one twelfth (1/12^th) of the shares subject to the options vesting every three months from the date of grant.  Grants to non-employee Board members vested immediately. No outstanding stock option awards were materially modified during 2021.2022.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

We are party to employment agreements with each of our Named Executive Officers. The material elements of these employment agreements are summarized below.

Eric A. McAfee

Effective January 1, 2020, the Company entered into an employment agreement with Mr. McAfee in connection with his continuing responsibilities as Chief Executive Officer. Under Mr. McAfee’s employment agreement, he is eligible to receive an annual salary of $310,000 per year.  During 2022, Mr. McAfee’s salary was reviewed and adjusted to $360,000 in light of his performance and competitive pressures.  In addition, Mr. McAfee is entitled to an annual cash bonus in an amount determined by the Board of Directors based upon attainment of certain performance milestones as determined by the Board from time to time. The initial term of Mr. McAfee’s employment agreement is for three years with automatic one-year renewals thereafter, unless terminated by either party on sixty days’ notice prior to the end of the then-current period.

McAfee’s employment agreement provides for certain payments upon certain qualifying terminations, as well as post-employment restrictive covenants. The material elements of these provisions are described below under “Potential Payments Upon Termination or Change-in-Control (2021)(2022).”

Todd A. Waltz

Effective January 1, 2020, the Company entered into an employment agreement with Mr. Waltz to serve as the Company’s Executive Vice President and Chief Financial Officer and Secretary. Under Mr. Waltz’s employment agreement, he is eligible to receive an annual salary of $250,000 per year. During 2022, Mr. Waltz’s salary was reviewed and adjusted to $300,000 in light of his performance and competitive pressures. Waltz is entitled to ana discretionary annual bonus of up to $50,000.bonus. The initial term of Mr. Waltz’s employment agreement is for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period.

Mr. Waltz’s employment agreement provides for certain payments upon certain qualifying terminations, as well as post-employment restrictive covenants. The material elements of these provisions are described below under “Potential Payments Upon Termination or Change-in-Control (2021)(2022).”

Andrew B. Foster

Effective January 1, 2020, the Company entered into an employment agreement with Mr. Foster to serve as the Company’s Executive Vice President and Chief Operating Officer. Under Mr. Foster’s employment agreement, he is eligible to receive an annual salary of $230,000 per year.  During 2022, Mr. Foster’s salary was reviewed and adjusted to $280,000 in light of his performance and competitive pressures. Mr. Foster is entitled to a discretionary annual bonus of up to $50,000.bonus. The initial term of Mr. Foster’s employment agreement is for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period.

Mr. Foster’s employment agreement provides for certain payments upon certain qualifying terminations, as well as post-employment restrictive covenants. The material elements of these provisions are described below under “Potential Payments Upon Termination or Change-in-Control (2021)(2022).”

Sanjeev Gupta

Effective January 1, 2020, the Company entered into an employment agreement with Mr. Gupta to serve as the Executive Vice President and President of Biofuels Marketing, Inc., a wholly owned subsidiary of the Company. Under Mr. Gupta’s employment agreement, he is eligible to receive an annual salary of $230,000 per year. During 2022, Mr. Gupta’s salary was reviewed and adjusted to $280,000 in light of his performance and competitive pressures.  Mr. Gupta is entitled to a discretionary annual bonus of up to $50,000.bonus. The initial term of Mr. Gupta’s employment agreement is for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period.

Mr. Gupta’s employment agreement provides for certain payments upon certain qualifying terminations, as well as post-employment restrictive covenants. The material elements of these provisions are described below under “Potential Payments Upon Termination or Change-in-Control (2021)(2022).”

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END (2021)(2022)

The following table shows all outstanding equity awards held by the named executive officers at the end of fiscal year 2021.2022.

OPTIONS/WARRANTS AWARDS

OPTION EXERCISES AND STOCK VESTED (2021)(2022)

No stock options exercised, or stock awards vested noted in the fiscal year 2022.

PAY VERSUS PERFORMANCE TABLE

Our Chief Executive Officer (“CEO”), Eric A. McAfee, served as our Principal Executive Officer (“PEO”) in 2022 and 2021.

Our other NEOs (“Non-CEO NEOs”) included:

For 2022 and 2021, Todd A. Waltz, Andrew B. Foster, and Sanjeev Gupta

For each year, the values included in columns (c) and (e) for the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our non-CEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively:

For each year, the value of stock awards and stock options awards used to calculate Compensation Actually Paid reflect the following assumptions, expressed as a range:

PAY VERSUS PERFORMANCE RELATIONSHIP

The following comparisons describe the relationships between the amounts included in the Pay versus Performance Table for each of 2022 and 2021, including a comparison of Compensation Actually Paid to the CEO and the average Compensation Actually Paid to our non-CEO NEOs, and each of the performance measures set forth in columns (f) and (g) of the Pay versus Performance Table.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL (2021)(2022)