(*) Current term expires in 2024. The Board encouragesDirector's term will expire in 2027 if reelected. Note that the directorsclass number designation for "Class II" and "Class III" have been changed from prior proxies to attendreflect the annual meetingschronological order of stockholders.the expiration year for each classification, but each Director's term of office has not changed.

BOARD INDEPENDENCEBoard Member 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 Thethe NASDAQ Stock Market, LLC, as currently in effect.effect, except for Eric A. McAfee, who is considered to be not independent because he is also an Executive Officer currently serving as Chair of the Board and Chief Executive Officer.  There are no family relationships between any independent director and executive officer.

BOARD LEADERSHIP STRUCTURE AND BOARD’S ROLE IN RISK OVERSIGHTBoard Leadership

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

Board Management of Risk

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 risksCompany 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.reporting

Board Member Biographies

Set forth below is information regarding our directors as of 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 20052006 and has served as its ChairmanChair of the Board since February 2006. Mr. McAfee was appointed Chief Executive Officer of the Company in February 2007. Mr. McAfee’s industry experience and leadership skills qualify him for this position. Mr. McAfee has been an entrepreneur, merchant banker, venture capitalist and farmer/dairymandairy operator 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)(formerly NASDAQ: PEIX, now ALTO), 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 P. Bartonwas appointed to the Company’s Board in August 2012. Mr. Barton serves as the Lead Independent Director, the Chair of the Audit Committee and as a member of the Governance, Compensation and Nominating Committee. His executive experience as well as his extensive financial background qualify him for the position. 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 servinghas served on the board of directors of Inventergy since January 2014, and is the ChairmanChair 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 Beebe was appointed to the Company’s Board of Directors in November 2016. Ms. Beebe serves as the Chair 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. 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 held a number of senior roles at Chevron Corporation, (“Chevron”), including Chief Governance Officer and Corporate Secretary. In 1995, Ms. Beebe was promoted to Corporate Secretary and an Officer of the company,Chevron, the first female corporate officer in Chevron’sthe company's 127-year history. In 2007, she also became the Chief Governance Officer until she retired in 2015. Ms. Beebe holds a B. S.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 Kansas City Southern (NYSE: KSU), HCC Insurance Holdings, Inc. (NYSE: HCC), the Council of Institutional Investors, Presidio Trust, the University of Delaware’s Weinberg Center for Corporate Governance, and the 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.  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. Blockhas served as a member of the Company’s Board of Directors since October 2008. 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. From 1981 to 1986, Mr. Block served as United States Secretary of Agriculture under President Ronald Reagan. He is currently an Illinois farmer andfarmer. From 2005 to 2023, Mr. Block was 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. 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. Dr. Boness has been serving as the Managing Director of the Stanford Natural Gas Initiative since 2019 and the Co-Managing Director of the Stanford Hydrogen Initiative since 2022.2023. She is a member of the Renewable Natural Gas Coalition Advisory Committee;Committee, a member of the Partnership to Address Global Emissions Advisory Council;Council, a member of the Open Hydrogen Initiative Independent Expert Panel;Panel, a former invited member of the United Nations Expert Group on Resource Classification;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 boardboards of geCKo Materials, a public benefit corporation.

corporation, and of Babcock & Wilcox (NYSE: BW). 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 from 2016 to 2019. Dr. Boness received her B.Sc.Bachelor of Science degree in Geophysics from the University of Leeds in 1998, her M.Sc.Masters of Science in Geological Science from Indiana University in 2000, and her Ph.D. in Geophysics from Stanford University in 2006.

Dr. Boness

Timothy A. Simonwas appointed to the Company’s Board in 2021. Mr. Simon serves as a member of the Company’s Audit Committee. HerHis experience in the energy business and herhis expertise in investment analysiswith utility, infrastructure and strategic planningfinancial services qualify herhim for the position.

Timothy 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”) Gas Committee;Committee, Chair of the LNG Partnership between the Department of Energy and NARUC;NARUC, founding member of the Call to Action National Gas Pipeline Safety Taskforce with the U.S. Department of Transportation;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 College of the Law, San Francisco .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 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 serves as Vice Chair of the North American Energy Standards Board Advisory Council and is a member of the National Bar Association, Energy Bar Association, the Saint Thomas More Society, and the National Board of Directors for the American Association of Blacks in Energy. Mr. Simon received a bachelor’sBachelor’s degree in Economics from the University of San Francisco (Distinguished Alumni) and a Juris Doctor degree from the University of California College of the Law, San Francisco. He is an active member of the State Bar of California.

Mr. Simon serves as a memberCommittees 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 DIRECTORSBoard of Directors

The Board has the followingthree standing committees: (1) Audit Committee, and (2) Governance, Compensation and Nominating Committee ("GCN"), and (3) Pricing Committee. The Board has adopted a written charter for each of these committees,the Audit and GCN Committees, copies of which can be found inare located on 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 boththese two committees of the Board are independent under the applicable rules and regulations of NASDAQ and the SEC, as currently in effect.

The following charttable details the current membership of each committee:

Note:C = Chair, M = Member

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-approvespreapproves 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 (vii) oversees, considersreviews 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 P. Barton, Timothy Simon and Naomi L. Boness, and Timothy A. Simon served as members of the Audit Committee in 2022,2023, 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)four meetings during the fiscal year 2022.  Mr. Barton and Mr. Simon2023. All Committee members attended all of the meetings of the Audit Committee during fiscal year 2022, and Ms. Boness attended four (4) of the meetings during the fiscal year 2022.meetings.

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’sCompany’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, in whole or in part, the following Audit Committee Report shall not be deemed to be “soliciting material”“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, 2022.2023. 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 20222023 Annual Report.

Respectfully submitted by:

Francis P. Barton (Chair)

Naomi L. Boness

Timothy A. Simon

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 themthe Board 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) evaluates 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 2022.2023.

Francis P. Barton, Lydia I. Beebe, and John R. Block served as members of the Governance, Compensation and Nominating Committee in 2022,2023, 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 GCN Committee held six meetings during fiscal year 2023, and all Committee members attended all meetings.

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.“Director Qualifications.” 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.

The Board has provided a specific delegation to the Pricing Committee to manage certain aspects of our ongoing At-the-Market ("ATM") sales of Company common stock, including determining the prices and quantities of stock to be sold through the ATM.

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 NominatingGCN 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 hertheir duties, and to provide insight and practical wisdom based on his or hertheir past experience. A director’s service on other boards of public companies should be limited to a number that permit him or her,allows them, given individual circumstances, to perform thetheir 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 utilizesuses a variety of methods for identifying and evaluating nominees for director.directors. The Governance, Compensation and NominatingGCN 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 NominatingGCN Committee considers various potential candidates for director. Candidates may come to the attention of the Governance, Compensation and NominatingGCN 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 NominatingGCN Committee, and may be considered at any point during the year. The Governance, Compensation and NominatingGCN Committee considers properly submitted stockholder recommendations for candidates for the Board. In evaluating such recommendations, the Governance, Compensation and NominatingGCN 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 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 2022; Mr. Block attended four (4) meetings during fiscal year 2022.

Code of Business Conduct and Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics whichthat 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 personpersons 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 that 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.granted. No waivers were granted during 2022.2023.

As part of our commitment to high standards of ethical business conduct and compliance with applicable laws, rules and regulations, the Company has adopted an Insider Trading Policy and related procedures governing transactions in our securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. The Insider Trading Policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading.

Anti-Hedging Policy

Our Insider Trading Policy also prohibits employees, officers and directors from engaging in hedging transactions relating to our stock. Additionally, their immediate families, members of their households and any person who receives material nonpublic information of the Company from such persons are similarly prohibited from engaging in such hedging transactions.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2022,2023, 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 NominatingGCN 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 NominatingGCN 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

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 or Assistant Secretary will review all communications. All appropriate business-related communications as reasonably determined by the Corporate Secretary or Assistant Secretary will be forwarded to the Board or, if applicable, to the individual director.

DIRECTOR DIVERSITY MATRIXDirector Diversity Matrix

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

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

DIRECTOR COMPENSATIONDirector 2023 Compensation

The following table provides information regarding allshows compensation awarded to, earned by or paidawarded to each person who served as a non-employee directorDirectors of the Company for 2022.during 2023. Other than as set forth in the table and described more fully below, the Company did not pay any fees, holdaward any equity or non-equity awards, or pay any other compensation, to its non-employee directors. All compensationCompensation paid to Eric A. McAfee, Chair of the Board and Chief Executive Officer, and employee director, is set forth in the tables summarizing executive officer compensation below.later in this document.

⁽¹⁾ "Stock Awards" listed above are in the form of Restricted Stock Awards (RSAs) with immediate vesting under the Aemetis, Inc. Amended and Restated 2019 Stock Plan.

⁽²⁾ The table includes $442 thousand as the total amount of fees earned during 2023. Fees actually paid in 2023 were $450 thousand, which includes partial payment of amounts due from prior years. Remaining amounts due to independent directors as of December 31, 2023, total $322 thousand.

InSince 2007, the Board adoptedhas applied a director compensation policy pursuant tounder which each non-employee director is paid an annual cash retainer of $75,000. In January 2021, the Governance, Compensation and Nominating Committee set the payment of meeting attendance fees at $4,000 and determined to make annual stock grants in lieu of 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 2022 and August 2022, each non-employee director was granted 10,371 and 5,000 restricted stock awards, respectively.  Ms. Beebe was granted 12,871 and 6,000 restricted stock awards in the same periods respectively to recognize her services as chair of the Governance, Compensation and Nominating Committee. Mr. Barton was granted 16,371 and 8,000 restricted stock awards in the same periods respectively to recognize his service as chair of the Audit Committee.  In addition,we pay an annual cash retainer of $24,000 is paid to the Lead Independent Director, an annual retainer of $18,000 is paid to the chairmanChair of the Governance, Compensation and Nominating Committee, and an annual cash retainer of $25,000 is paid to the chairmanChair of the Audit Committee. In January 2021, the Governance, Compensation and Nominating Committee set the payment for meeting attendance fees at $4,000 per year and determined to make this payment in stock grants in lieu of cash. Each non-employee director is initially, upon becoming a director, granted an option exercisable for 10,000 shares of the Company’s common stock that vests quarterly over two years subject to continuing service to the Company.

In addition, directors are typically granted additional equity awards each year in the discretion of the GCN Committee. In 2023, each non-employee director was granted 10,000 shares of stock as compensation and 1,070 shares in lieu of meeting fees, for a total of 11,070 shares. Ms. Beebe was granted an additional 2,500 additional shares as Chair of the GCN Committee and Mr. Barton was granted an additional 6,000 shares as Lead Independent Director and Chair of the Audit Committee.

DIRECTORS’ OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END (2022)Directors Outstanding Equity-Based Awards

The following table shows all outstanding equity awardsoptions and warrants held by each person serving as aindependent director of the Company at the endas of 2022.December 31, 2023:

PROPOSAL ONE:

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 Certificate 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.stockholders. Following the Annual Meeting, the terms of office of the Class I, Class II and Class III directors will expire in 2025, 20242026 and 2026,2027, respectively.

NOMINEESNominees

The Board of Directors approved Lydia I. BeebeNaomi L. Boness and John R. BlockTimothy A. Simon as nominees for election to the Board as Class III directors at the Annual Meeting. If elected, Lydia I. Beebe and John R. Blockthey will serve as Class III directors for a three-year term expiring in 2026.2027. The nominees are currently directors of the Company. Please see above for information concerningabout our incumbent directors’ standings for re-election.directors.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees set forth above.nominees. If either nominee is unable or declines to serve as a 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 REQUIREDVote Required

If a quorum is present at the meeting, the two director nominees receiving the highest number of votes will be elected to the Board.  Withheld, 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 RECOMMENDATIONExcept for establishing a quorum, withheld, abstentions and broker non-votes will have no effect on the formal election of directors, provided that a Director who receives more "withheld" votes that "for" votes will be requested to comply with the Company's "plurality-plus" policy described in Section 3.A. of the Company's Corporate Governance Guidelines. This policy requires such director to submit their resignation to the Board and a formal Board determination of whether to accept the resignation based on the process described in the Guidelines.

Board Recommendation

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

PROPOSAL TWO:

RATIFICATION OF AUDITORSAUDITOR

The Board has selected RSM US LLP as the Company’s independent auditor to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2022.2024. The Board recommends that stockholders vote for ratification of suchthis 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 byA RSM US LLP during the years ended December 31, 2021 and 2022 are described below under the caption “Principal Accountant Fees and Services.” A representative of RSM US LLP is expected to be present atwill attend the Annual Meeting to answer appropriate questions 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 2021 and 2022

they desire. RSM US LLP was initially appointed as our registered independent public accountant on May 21, 2012.  The following table lists the aggregate fees billed by RSM US LLP for services rendered during the audits of the Company’s 2021years ended December 31, 2022 and 2022 financial statements are as follows:2023:

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 assistanceservices provided with respectby RSM related to the Form S-8, Prospectus Supplement, and Comfort Letters. Tax Fees are for professional services rendered by RSM assisting with tax compliance, tax advice, and tax planning. All Other Fees are related to assessment of requirements for the Company Enterprise Resource SystemPlanning (ERP) by RSM’s ERP group.system.

Audit Committee’s Pre-ApprovalCommittee’s Preapproval 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-approvepreapprove all audit and permissible non-audit services provided by the Firm. Pre-approvalPreapproval is detailed as to the particular service toor category of services and is generally subject to a specific budget. The Audit Committee may also pre-approvepreapprove particular services on a case-by-case basis. In assessing a 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 theirits 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 20212022 and 2022,2023, 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 the Audit Committee's procedures and SEC requirements.

VOTE REQUIREDVote 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 towards a quorum and have the same effect as votes “AGAINST” this proposal.an "against" vote.

BOARD RECOMMENDATIONBoard Recommendation

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

EXECUTIVE COMPENSATIONAUDITOR.

COMPENSATION DISCUSSION AND ANALYSIS

PROPOSAL THREE:

OverviewAMEND DELAWARE CERTIFICATE OF INCORPORATION

TO REDUCE AUTHORIZED PREFERRED SHARES

The Board of Directors is recommending an amendment to our Certificate of Incorporation filed with the State of Delaware to reduce the number of authorized preferred shares from 65,000,000 to 1,000,000.

Explanation

The Company's current Certificate of Incorporation authorizes the Company to issue up to 65 million shares of preferred stock and up to 80 million shares of Common Stock.  The Company does not currently have any issued or outstanding shares of preferred stock.

The Board of Directors has approved an amendment to Article IV, Section 1, of our Certificate of Incorporation to reduce the number of authorized preferred shares from 65 million to one million. The Company recently converted all outstanding preferred shares into common stock to simplify our capital structure and provide clarity with respect to the rights of our common stockholders. The reduction in authorized shares will continue to support these purposes. In addition, reducing the number of authorized shares will reduce certain fees the Company pays that are based on the number of authorized shares, which is expected to reduce the Company's expenses by about $50 thousand to $100 thousand per year. The specific changes to the Certificate of Incorporation that would be authorized by this proposal are:

"Section 1. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 145,000,00081,000,000 of which (i) 80,000,000 shares shall be a class designated as common stock, par value $0.001 per share (“Common Stock”), and (ii) 65,000,0001,000,000 shares shall be a class designated as preferred stock, par value $0.001 per share (“Preferred Stock”)."

The general description of the proposed amendment set forth herein is qualified in its entirety by reference to the proposed Amended and Restated Certificate of Incorporation, which is attached as Exhibit A to this proxy statement. 

Vote Required

Approval of Proposal No. 3 requires the affirmative vote of a majority of the shares entitled to vote as of the record date. Abstentions and broker non-votes, if any, will have the same effect as an "against" vote. Brokers do not have authority to vote on Proposal 3 without instructions from the beneficial owner.

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO REDUCE THE NUMBER OF AUTHORIZED PREFERRED SHARES.

PROPOSAL FOUR:

AMEND DELAWARE CERTIFICATE OF INCORPORATION

TO ADD OFFICER EXCULPATION

The Board of Directors is recommending an amendment to our Certificate of Incorporation filed with the State of Delaware to adopt recent changes in Delaware law that allow for exculpation of officer liability in certain matters.

Explanation

In April 2022, the State of Delaware amended Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, to allow companies to revise their charter documents to eliminate or limit monetary liability of certain corporate officers for breach of the fiduciary duty of care, referred to as "exculpation."  Pre-amendment DGCL and the Company's current Certificate of Incorporation only provided exculpation for members of the Board of Directors.

Section 102(b)(7) permits, and the proposed amendment would only permit, the exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. In addition, as is currently the case with directors under our Certificate of Incorporation, the proposed amendment would not limit the liability of officers for any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and any transaction from which the officer derived an improper personal benefit.

Our Board of Directors believes it is important to provide protection from certain liabilities and expenses that may discourage prospective or current officers from serving corporations. In the absence of such protection, qualified officers might be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. In particular, our Board of Directors took into account the narrow class and type of claims from which such officers would be exculpated from liability pursuant to amended DGCL Section 102(b)(7), the limited number of our officers that would be impacted, and the benefits our Board of Directors believes would accrue to the Company by providing exculpation in accordance with DGCL Section 102(b)(7), including, without limitation, the ability to attract and retain key officers and the potential to reduce litigation costs associated with frivolous lawsuits. The proposed change is expected to benefit the Company and its stockholders by reducing instances where certain suits are brought against officers even though such claims cannot be also bought against directors, which potentially increases the company's cost of legal fees, settlement value, and insurance.

Our Board of Directors balanced these considerations with our corporate governance guidelines and practices and determined that it is in the best interests of us and our stockholders to approve a revision to our Certificate of Incorporation to adopt the new officer exculpation that is allowed by the DGCL, subject to approval by stockholders. The proposed amendment is not being proposed in response to any specific resignation, threat of resignation, or refusal to serve by any officer.

If our stockholders approve the proposed amendment, it will become effective upon the filing of the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder approval of the proposed amendment. If our stockholders do not approve the proposed amendment, the Company’s current exculpation provisions will remain in place. The specific changes to the Certificate of Incorporation that would be authorized by this proposal are:

"Section 1. To the fullest extent permitted by the DGCL (including Section 102(b)(7)), as the same exists or as may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a directoror officer. If the DGCL is amended after approval by the stockholders of this Article VII to authorize corporate action further eliminating or limiting the personal liability of directorsor officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action, upon the date of such amendment."

Vote Required

Approval of Proposal No. 4 requires the affirmative vote of two-thirds of the shares entitled to vote as of the record date. Abstentions and broker non-votes, if any, have the same effect as an "against" vote.  Brokers do not have authority to vote on Proposal 4 without instructions from the beneficial owner.

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT TO OUR CERTIFICATION OF INCORPORATION TO ADD OFFICER EXCULPATION

EXECUTIVE COMPENSATION

This section discusses the principles underlying the material components of our 2022 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” or "NEOs") were our only executive officers during 2022.2023. The following table sets forth thetheir name, age, (asand title as of March 24, 2023 and positionthe date of each of our named executive officers for 2022.this Proxy.

The information provided belowExecutive Biographies

Eric A. McAfee's biography is biographical information about each named executive officer, excluding Mr. McAfee.  For information concerning Mr. McAfee, see “Board Leadership Structure and Board’s Roledescribed in Risk Oversight”the Board of Directors description above.

Andrew B. Foster joined 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's 65 million gallon per year ethanol biorefinery in Keyes, California, and the company'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's renewable fuels and energy efficiency initiatives. He is also responsible for managing the company'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. Waltzjoined 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 Guptajoined Aemetis in 2007 as head of Biofuels Marketing, bringing his expertise as an experienceexperienced global marketer of specialized chemicals and oils. In 2009, Mr. Gupta became Executive Vice President of Universal Biofuels, the Company’s wholly owned subsidiary in India, where he holds the title of Managing Director, ChairmanChair, 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.

J. Michael Rockettjoined Aemetis in 2023 as Executive Vice President, General Counsel, and Corporate Secretary. Mr. Rockett manages the legal functions of the Company and also participates in our project development and financing activities. Prior to joining Aemetis, Mr. Rockett was a Trial Attorney in the Environmental Enforcement Section of the U.S. Department of Justice, a Senior Associate at the law firm of Pillsbury Winthrop, and Vice President and General Counsel of InEnTec Inc. Mr. Rockett has a Bachelor of Arts degree in Economics from Dartmouth College, and a Juris Doctor degree, magna cum laude, from Lewis and Clark Law School.

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:

ensure that our total compensation is fair, reasonable and competitive relative to the markets in which we compete for talent.

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 histheir 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:

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 atare described below for each officer. Salaries are based on several factors, including qualifications, experience, role within the time the individual was hired or promoted into their current role, taking into account his or her qualifications, experienceCompany, and prior salary level. Thereafter, the CompensationThe GCN Committee periodically reviews and sets executive officer base salaries. During 2022, all of ourOur Named Executive Officers received base salary increases.increases at the beginning of 2023 to the levels shown in the following table, and these salaries are still current as of the date of this proxy.

As of the end of 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 ChiefEach of our Named Executive OfficerOfficers is entitled to be considered for an annual cash bonus under histheir employment contract with the amount determined by the Governance, Compensation, and Nominating Committee. Our other Named Executive Officers are entitled to annual cash bonuses under their respective employment contracts.

In setting annual bonus amounts for 2022, our Chief Executive Officer and2023, 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.executives as a group. Given strong Company performance, the Committee exercised its discretion to increase theprovide larger annual cash bonuses for 2022,in 2023 compared to the amounts paid in prior years.

The annual bonuses paid to our Named Executive Officers for 20222023 are set forth in the “Summary Compensation Table” below.

Long-Term Equity Incentive Compensation

- In 2019, we adopted the Aemetis, Inc. 2019 Stock Plan, which was subsequently amended most recently in order to facilitate2021 (collectively, the "2019 Stock Plan"). The adoption of the plan and each amendment were approved by our stockholders. The 2019 Stock Plan facilitates 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 weWe made the grants under this planthe 2019 Stock Plan to our Named Executive Officers as set forth in the “Grants of Plan-Based Awards in 2022”2023” section below.

The Governance, Compensation and Nominating Committee believes that a compensation plan weighedweighted 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 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.

Our Chief Executive Officer, at his request, did not receive either restricted shares or stock options in 2022 to conserve shares and make additional As part of our equity available to other employees.

We madecompensation, our stock option grants to the remainingour Named Executive Officers in January and in 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-yearother than our CEO have three-year vesting helpsto help us retain our Named Executive Officers and aligns themalign their interest with the long-term performance of our stock.

Severance Benefits

Severance Benefits - We have entered into employment agreements with our Named Executive Officers the material elements of which with respect to severance benefitsthat are summarized below under “Potential Payments Upon Termination or Change-in-Control (2022)(2023).”

Retirement Savings

- We have established a 401(k) retirement savings plansplan for our 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 employees. Under the 401(k) plans,plan, eligible employees may elect to reducecontribute a portion of their current compensation by up to the prescribed annual limit and contribute these amounts tolimits set by the 401(k) plan. Subject to eligibility limits, weIRS. We provide a matching contribution of up to 100% of the first 4% of salaries or wages 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 “Executive Compensation—Summary Compensation Table” below). Currently, as well as in the future,insurance. From time to time, we may provide perquisites, special expense reimbursements, 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 hertheir 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 excise tax gross 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 vesting period that an associate is required to render service in exchange for theof each award. Grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will beare accounted for under ASC 718. We anticipate that theThe Governance, Compensation and Nominating Committee will regularly considerconsiders 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, AND NOMINATING COMMITTEE REPORT

The GNCGCN 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 recommendedrecommends to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Lydia I Beebe (Chair)

Francis Barton

John R. Block

SUMMARY COMPENSATION TABLESummary Compensation Table

The following table sets forth information concerningshows compensation paid or accrued for services rendered to the Company in all capacities for the fiscal years 2020, 2021, 2022 and 20222023 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 2022.Officers.

Grants of Plan-Based Awards in 20222023

The following table sets forth information regardingshows grants of plan-based awards made to the Named Executive Officers during the year ended December 31, 2022.2023.

The exercise price for stock option awards granted during 20222023 was set at the closing price as reported by NASDAQ on the date of grant, and each suchgrant. Each option award has a term of 10 years from the date of grant.  The stock options vestgrant and vests over three years, with one twelfth (1/12^th)12) of the shares subject to the optionsoption vesting every three months from the date of grant. No outstanding stock option awards were materially modified during 2022.2023.

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.below and in the section of this Proxy titled “Potential Payments Upon Termination or Change-in-Control (2023).”

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 2022,2023, 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 Board has delegated the determination of bonuses to its GCN Committee. 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 (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 2022,2023, Mr. Waltz’s salary was reviewed and adjusted to $300,000 in light of his performance and competitive pressures. Waltz is entitled to a discretionary annual 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 (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 2022,2023, 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. 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 (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 2022,2023, 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. 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’sJ. Michael Rocket - Effective August 28, 2023, the Company entered into an employment agreement provideswith Mr. Rockett to serve as Executive Vice President, General Counsel, and Corporate Secretary. Under Mr. Rockett’s employment agreement, he is eligible to receive an annual salary of $280,000 per year. Mr. Rockett is entitled to a discretionary annual bonus. The initial term of Mr. Rockett’s employment agreement is for certain payments upon certain qualifying terminations, as well as post-employment restrictive covenants. The material elementsthree years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of these provisions are described below under “Potential Payments Upon Termination or Change-in-Control (2022).”the then-current extension period.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END (2022)Outstanding Equity Awards at Fiscal Year End

The following table shows all outstanding equity awards held by the named executive officersNamed Executive Officers at the end of fiscal year 2022.2023.

OPTIONS/WARRANTS AWARDS

⁽¹⁾ The shares in the column labeled as "Unexercisable" are granted but not yet vested as of December 31, 2023. For each separate option grant, one-twelfth (1/12) of the shares subject to the option grant vest every three months following the date of grant.

OPTION EXERCISES AND STOCK VESTED (2022)Option Exercises and Stock Vested

No stock options were exercised orby Executive Officers in 2023, and no stock awards issued in prior years vested notedin 2023.

PAY VERSUS PERFORMANCE

The following table summarizes compensation paid to our Executive Officers and company performance metrics. Compensation is shown based on compensation provided during fiscal year 2023, and also is calculated as compensation "Actually Paid" according to SEC regulations that account for changes in the fiscal year 2022.value of issued but unvested options during the year.

PAY VERSUS PERFORMANCE TABLE

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

Ourduring 2021 to 2023. The compensation for our other NEOsNamed Executive Officers (“Non-CEONon-PEO NEOs”) included:

For 2022 and 2021,is the average of compensation for Todd A. Waltz, Andrew B. Foster, and Sanjeev Gupta during years 2021 to 2023.  Mr. Rockett's 2023 salary is excluded from the average because it reflects only a partial year so would lower the average.

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

For each year,purpose of calculating the "Actually Paid" compensation, the value of stock awards and stock options awards used to calculate Compensation Actually Paid reflectas of the end of a calendar year or as of a vesting date is based on a Black-Scholes valuation model using the following assumptions, expressed as a range:range over the applicable calendar year:

PAY VERSUS PERFORMANCE RELATIONSHIPPay Versus Performance Relationship

The following comparisonscharts describe the relationshipsrelationship between the amounts included in the Pay versus Performance Table for each of 201, 2022, and 2021,2023, 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 two performance measures set forth in columns (f) and (g) of the Pay versus Performance Table.