SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2023
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
20400 Stevens Creek Blvd., Suite 700
Cupertino, California 95014
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Title of class of registered securities
Common Stock, par value $0.001 per share
Name of exchange on which registered
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of New Executive Officer
Aemetis, Inc. (the “Company”) has appointed J. Michael Rockett as Executive Vice President, General Counsel, and Corporate Secretary, effective as of August 28, 2023.
Mr. Rockett has been an attorney for 28 years. Prior to joining the Company, he served as Vice President, General Counsel, and Corporate Secretary for InEnTec Inc.; as an attorney with the law firm of Pillsbury Winthrop Shaw Pittman LLP; and as a Trial Attorney in the Environment and Natural Resources Division of the United States Department of Justice. Through these positions, he has had extensive experience in corporate and commercial law, federal and state environmental laws, low carbon fuels, and the permitting and development of industrial facilities. Mr. Rockett has served as outside counsel to the Company on select matters since 2018. He obtained a law degree, magna cum laude, from Lewis and Clark Law School, and a Bachelor of Arts degree in Economics from Dartmouth College. He is 59 years old.
No family relationships or other arrangements exist between Mr. Rockett and any of the Company’s directors or executive officers. There are no arrangements or understandings, within the meaning of Item 401(a) of Regulation S-K, between Mr. Rockett and any other person pursuant to which he has been selected as an officer.
The Company has entered into an Employment Agreement with Mr. Rockett in connection with his appointment, effective as of August 28, 2023. The Employment Agreement uses substantially the same form as the Company entered with its other executives. The agreement has an initial term of three years, with automatic one-year extensions, unless terminated by the Company or by Mr. Rockett in accordance with its terms. The Employment Agreement provides for one year of severance pay and benefits continuation for specified types of termination, including involuntary termination without cause by the Company and termination in connection with a change of control of Company. Mr. Rockett’s initial salary is $280,000 per year, and he is eligible for annual bonuses in amounts consistent with other Executive Vice Presidents of the Company based on performance criteria to be established and evaluated by the Company’s Chief Executive Officer. The Company’s Board, through its Governance, Compensation, and Nominating Committee, has approved an option grant to Mr. Rockett under the Company’s 2019 Stock Plan allowing him to purchase 100,000 shares of the Company’s Common Stock. The options vest quarterly over three years and are exercisable at a price of $1.88 per share, which equals the closing price of one share of the Company’s Common Stock on the date of grant at the Company’s most recent regular meeting of the Governance, Compensation, and Nominating Committer prior to entering into the Employment Agreement. The Company has also entered into an Indemnification Agreement and an Arbitration Agreement with Mr. Rockett on the same terms as with the Company’s other directors and executive officers.
This summary description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement between the Company and Mr. Rockett filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company issued a press release concurrent with filing this Form 8-K, a copy of which is also included in the Exhibits to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Description of the Exhibit
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
August 28, 2023
/s/ Eric A. McAfee
Eric A. McAfee
Chief Executive Officer
J. Michael Rockett
This Agreement is made by and between Aemetis, Inc. (the “Company”) and J. Michael Rockett (“Executive”) to be effective as of August 28, 2023 (the “Effective Date”).
1. Duties and Scope of Employment.
a. Position; Duties. Executive’s employment with the Company pursuant to this Agreement is effective as of the Effective Date. Commencing as of the Effective Date, the Company shall employ the Executive as Executive Vice President and General Counsel reporting to the Chief Executive Officer. Executive shall also serve as Corporate Secretary. During the Employment Term (as defined below), Executive shall render such business and professional services in the performance of Executive’s duties as are consistent with Executive’s position within the Company, and as shall reasonably be assigned to him by the Chief Executive Officer.
b. Obligations. During the Employment Term, Executive shall devote reasonable business efforts and time to the Company. Executive agrees during the Employment Term, not to actively engage in any directly competitive employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Chief Executive Officer and Board of Directors; provided, however, that Executive may serve in any capacity with any civic, educational or charitable organization.
2. Employment Term. It is intended that the employment arrangement contemplated by this Agreement shall continue until the third anniversary of the Effective Date, with automatic one-year extensions thereafter unless terminated by either party on sixty days' notice prior to the end of each respective extension year (such three-year period and any extensions being referred to herein as the “Employment Term”). Notwithstanding the foregoing, the parties agree that neither this Agreement nor any provision herein is intended to guarantee the continuation of Executive’s employment for the duration of the Employment Term. In the event that Executive’s employment with the Company terminates prior to the expiration of the Employment Term for any reason, the parties agree that Executive shall be entitled to receive only those benefits that are expressly provided by this Agreement in such circumstances.
3. Executive Benefits. During the Employment Term, Executive shall be eligible to participate in the Executive and fringe benefit plans maintained by the Company that are applicable to other Executives of the Company to the full extent provided for under those plans for the position held by the Executive.
4. Vacation. During the Employment Term, Executive shall have four weeks of paid vacation per year, defined as 160 hours per year. Unused vacation may carry over to the next benefit year, subject to a maximum vacation cap of 160 hours. In the event of termination, any unused vacation weeks shall be paid as salary continuation.
5. Expenses. While Executive is employed during the Employment Term, the Company will reimburse Executive for reasonable travel, professional fees, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time.
a. Base Salary. During the Employment Term, the Company shall pay the Executive as compensation for services a base salary at the initial annualized rate of Two Hundred Eighty Thousand ($280,000) per year (the “Base Salary”). Such salary shall be paid periodically in accordance with normal Company payroll practices and subject to required withholding and applicable deductions. Executive’s Base Salary shall be reviewed annually by the Company for possible adjustments in light of Executive’s performance and competitive data, and any such adjusted amount shall, from and after the effective date of the adjustment, constitute “Base Salary” for purposes of this Agreement.
b. Bonus. Executive shall be entitled to receive, within 90 days after the end of each year, an annual bonus (the “Bonus”) based on Executive’s performance and other criteria to be established by the Company. The range of potential bonuses shall be consistent with other Company Executive Vice Presidents. Except for the partial period associated with Executive’s start of employment, Executive shall not earn any Bonus with respect to a fiscal year, and the right to a Bonus shall not vest or become payable, unless Executive is employed by the Company during the entire applicable bonus period such Bonus is paid. With respect to any subjective milestones, the determination of whether Executive has attained the mutually agreed upon milestones for the Bonus shall be reasonably determined by the Executive’s supervisor.
i. Involuntary Termination Other Than for Cause; Constructive Termination. If Executive’s employment with the Company is Constructively Terminated or involuntarily terminated by the Company other than for Cause (as defined below), Executive’s death, or Executive’s Total Disability, then, subject to Executive executing and not revoking a standard form of mutual release of claims with the Company, Executive shall be entitled to receive continuing payments of severance pay (less applicable withholding taxes) at the rate equal to Executive’s Base Salary, as then in effect, for a period of one (1) year from the date of such termination in accordance with the Company’s normal payroll practices (“Severance Payments”). In addition to the Severance Payments, Executive shall receive at the Company’s expense 100% of Company-paid health, dental and vision insurance benefits at the same level of coverage as was provided to Executive immediately prior to the termination of Executive’s employment with the Company (“Company-Paid Coverage”). If such coverage included Executive’s dependents immediately prior to Executive’s termination, such dependents shall also be covered at the Company’s expense. Company-Paid Coverage shall continue until the earlier of (i) one (1) year following the date of the termination of Executive’s employment, or (ii) the date upon which Executive or Executive’s dependents become covered under another employer’s group health, dental and vision insurance benefit plans.
ii. Involuntary Termination Other Than for Cause; Constructive Termination On or Following Change of Control. If Executive’s employment with the Company is Constructively Terminated or involuntarily terminated by the Company other than for Cause in connection with or within one (1) year following a Change in Control, then, subject to Executive executing and not revoking a standard form of mutual release of claims with the Company, in addition to the Severance Payments and the Company-Paid Coverage set forth in Section 6(c)(i) above, all of Executive’s stock options and restricted stock shall immediately accelerate vesting as to 100% of the then unvested shares.
iii. Cause Definition. For the purposes of this Agreement, “Cause” means (1) Executive’s material, willful and continuing breach of obligations to the Company after thirty (30) days written notice from the Company specifying the nature of Executive’s breach and demanding that such breach be remedied (unless such breach by its nature cannot be cured, in which case notice and an opportunity to cure shall not be required); (2) Executive’s conviction of a felony that is materially and substantially injurious to the Company or its business; or (3) act or acts of dishonesty by Executive that are materially and substantially injurious to the Company or its business.
iv. Constructive Termination Definition. For the purposes of this Agreement, “Constructive Termination” means, without Executive’s written consent, (i) a material reduction in Executive’s salary or benefits; provided, however, that a reduction in Executive’s salary or benefits will not constitute a Constructive Termination if it is part of and proportional to a reduction in salary or benefits of the Company’s executive staff as a whole, (ii) a material diminution of Executive’s officer title, duties, authority or responsibilities as in effect immediately prior to such diminution. Notwithstanding the foregoing, no Constructive Termination for any of the foregoing reasons shall be effective unless and until (A) Executive provides the Company with written notice specifying the event which constitutes Constructive Termination within ninety (90) days following the occurrence of such event or date Executive became aware of such event, the Company fails to cure the circumstances giving rise to Constructive Termination within thirty (30) days after such notice, and Executive resigns within ninety (90) days after the expiration of the Company’s thirty (30)-day cure period.
v. Change of Control Definition. For the purposes of this Agreement, “Change of Control” means, in one or a series of transactions: (1) a reorganization or merger of the Company with or into any other Company which will result in the Company’s shareholders immediately prior to such transaction not holding, as a result of such transaction, at least 50% of the voting power of the surviving or continuing entity or the entity controlling the surviving or continuing entity; (2) a sale of all or substantially all of the assets of the Company which will result in the Company’s shareholders immediately prior to such sale not holding, as a result of such sale, at least 50% of the voting power of the purchasing entity; (3) a change in the majority of the Board not approved by at least two-thirds of the Company’s directors in office prior to such change; or (4) the adoption of any plan of liquidation providing for the distribution of all or substantially all of the Company’s assets.
vi. Total Disability Definition. For the purposes of this Agreement, “Total Disability” shall mean Executive’s mental or physical impairment which has or is likely to prevent Executive from performing the responsibilities and duties of Executive’s position for three (3) months or more in the aggregate during any six (6) month period. Any question as to the existence or extent of Executive’s disability upon which the Executive and the Company cannot agree, shall be resolved by a qualified independent physician, who is an acknowledged expert in the area of the mental or physical impairment, selected in good faith by the Board and Executive (or Executive’s personal administrator).
vii. No Mitigation. Except as specifically provided herein, the Executive shall not be required to mitigate the value of any severance benefits contemplated by this Agreement, nor shall any such benefits be reduced by any earnings or benefits that the Executive may receive from any other source.
viii. Voluntary Termination other than pursuant to a Constructive Termination; Involuntary Termination for Cause. If, during the Employment Term, the Executive’s employment is terminated by the Company for Cause, or by Executive for any reason, other than death, Total Disability or pursuant to a Constructive Termination, then all further vesting of any option, restricted stock award or other Company equity compensation held by Executive will cease immediately (however, Executive shall be permitted to exercise vested options for the time period specified in the applicable option agreements and Executive shall retain all vested restricted shares) and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned and unpaid).
ix. Involuntary Termination on Death. If, during the Employment Term, the Executive's employment is terminated as a result of Executive’s death, then 50% of unvested equity awards from the Company then held by Executive shall immediately vest, or if Executive is then holding unvested shares, the Company’s right to repurchase the then-unvested shares under each such equity award shall lapse, with respect to 50% of the shares under each such award.
7. Assignment. This Agreement shall be binding upon and inure to the benefit of (a) the heirs, beneficiaries, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.
8. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given if (i) delivered personally or by email, (ii) one (1) day after being sent by Federal Express or a similar commercial overnight service, or (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:
20400 Stevens Creek Blvd., Suite 700
Cupertino, CA 95014
Email: To CEO or CFO at their current email address
If to Executive, to Executive’s most recent home mailing and personal emal address reflected in Company’s records.
9. Proprietary Information Agreement. Executive agrees to enter into the Company’s standard Employment, Confidential Information and Invention Assignment Agreement (the “Proprietary Information Agreement”) upon commencing employment hereunder.
10. Section 409A. If at any time Executive is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), any amounts payable to Executive by reason of Executive’s termination of employment pursuant to this Agreement or otherwise will be delayed for a period of six (6) months following the date of termination, and shall instead be paid, without interest, to Executive in a lump sum on the first (1st) day of the seventh (7th) month following the date of termination. The amount of expenses for which Executive is eligible to receive reimbursement during any calendar year shall not affect the amount of expenses for which Executive is eligible to receive reimbursement during any other calendar year during the Employment Term, and any reimbursement payable in accordance with Section 5 will not be subject to liquidation or exchange for any other benefit. This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code, as amended, and other guidance promulgated thereunder (“Section 409A”) and shall be interpreted, construed and administered in a manner consistent with that intent. If either party notifies the other in writing that one or more or the provisions of this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A, or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree, reasonably and in good faith are necessary or desirable, to (i) maintain to the maximum extent reasonably practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (ii) to the extent possible, to avoid the imposition of any interest, additional tax or other penalties under Section 409A upon the parties, provided that, notwithstanding the foregoing, the Company makes no representation that amounts payable under this Agreement will comply with Section 409A and makes no undertaking to prevent Section 409A from applying to any amounts paid under this Agreement. Additionally, the Company intends that each right to payment made pursuant to this Agreement shall be treated as a “separate payment” for purposes of the application of Section 409A.
11. Entire Agreement. This Agreement, the Executive benefit plans referred to in Section 3, Option Agreements, the Offer Letter, the Indemnification Agreement, and the Proprietary Information Agreement represent the entire agreement and understanding between the Company and Executive concerning Executive’s employment relationship with the Company, and supersede and replace any and all prior agreements, arrangements and understandings, written or oral, concerning Executive’s employment relationship with the Company.
12. No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed by Executive and the Company’s Executive Chairman.
13. Withholding. The Company shall be entitled to withhold, or cause to be withheld, from payment any amount of withholding taxes required by federal, state or local law with respect to payments made to Executive in connection with employment hereunder. Executive shall be considered an employee of the Employer for federal, state and local tax purposes, and Executive’s employment with the Employer shall not be deemed “self-employment” for federal, state and local tax purposes.
14. Waiver. The failure of either party to insist upon strict compliance with any provision of this Agreement or to assert any right either party may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
15. JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.
16. Governing Law. This Agreement shall be governed by the laws of the State of California without reference to rules relating to conflict of law.
17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures to this Agreement may be exchanged electronically, with shall be binding in the same manner as originals.
IN WITNESS WHEREOF, the undersigned have executed this Agreement:
AEMETIS, INC. EXECUTIVE
/s/ Eric A. McAfee /s/ J. Michael Rockett
Eric A. McAfee J. Michael Rockett
Chairman and CEO
Date: August 7, 2023 Date: August 7, 2023
External Investor Relations
PCG Advisory Group
Company Investor Relations/
Aemetis Appoints J. Michael Rockett as Executive Vice President, General Counsel and Corporate Secretary
CUPERTINO, Calif. – August 28, 2023 – Aemetis, Inc. (NASDAQ: AMTX), a renewable natural gas and renewable fuels company focused on negative carbon intensity products, has appointed J. Michael Rockett as Executive Vice President, General Counsel and Corporate Secretary, effective immediately.
Mr. Rockett brings over 28 years of relevant experience to the company. Prior to joining Aemetis, he was Vice President, General Counsel, and Corporate Secretary of InEnTec Inc., a developer of technology and facilities to convert waste into renewable fuels and chemical products. Mr. Rockett was formerly an attorney at the law firm of Pillsbury Winthrop Shaw Pittman LLP in San Francisco, and a Trial Attorney in the Environment and Natural Resources Division of the United States Department of Justice in Washington D.C. and San Francisco. He obtained his law degree, magna cum laude, from Lewis and Clark College and a Bachelor of Arts in Economics from Dartmouth College. Between college and law school, Mr. Rockett worked as an economist at a consulting firm providing services to energy companies.
“Aemetis completed the construction and operation of projects in the U.S. and India, and now has several new projects underway that are expected to significantly grow our revenues while reducing global carbon emissions,” said Eric McAfee, CEO of Aemetis. “We expect that Mike’s extensive experience and renewable sector knowledge will be instrumental in helping us successfully execute those projects and achieve the goals of our Five Year Plan. We are pleased to have Mike on board and look forward to his immediate impact on our growth plans.”
“Joining Aemetis during this period of rapid growth is an exciting opportunity to contribute to an experienced management team that has already demonstrated success in the development and operation of complex renewable fuels production facilities,” Rockett stated.
In addition to corporate and commercial law, Mr. Rockett has extensive experience in environmental law, low carbon renewable fuels, and the permitting and development of industrial facilities. Aemetis currently produces ethanol, biodiesel, renewable natural gas, and other products. Mr. Rockett’s sector specific experience is especially valuable as Aemetis is actively developing facilities to expand the production of renewable natural gas from dairies, produce renewable diesel and sustainable aviation fuel, commercialize renewable feedstocks for biofuels production, and provide long-term sequestration of carbon dioxide.
Headquartered in Cupertino, California, Aemetis is a renewable natural gas, renewable fuel and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace petroleum-based products and reduce greenhouse gas emissions. Founded in 2006, Aemetis is expanding a California dairy biogas digester network and pipeline system to convert dairy waste gas into Renewable Natural Gas. Aemetis owns and operates a 65 million gallon per year ethanol production facility in California’s Central Valley near Modesto that has supplied about 80 dairies with animal feed. Aemetis also owns and operates a 50 million gallon per year production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis is developing sustainable aviation fuel (SAF) and renewable diesel fuel biorefineries in California to utilize distillers corn oil, refined tallow and other renewable oils to produce low carbon intensity renewable jet and diesel fuel using renewable hydrogen from waste orchard and forest wood, while pre-extracting cellulosic sugars from the waste wood to be processed into high value cellulosic ethanol at the Keyes plant. Aemetis holds a portfolio of patents and exclusive technology licenses to produce renewable fuels and biochemicals. For additional information about Aemetis, please visit www.aemetis.com.
Safe Harbor Statement
This news release contains forward-looking statements, including statements regarding assumptions, projections, expectations, targets, intentions or beliefs about future events or other statements that are not historical facts. Forward-looking statements in this news release include, without limitation, statements relating to the development and construction of the Aemetis projects, expected greenhouse gas emission reductions from the projects, and our ability to promote, develop and deploy technologies to produce renewable fuels and biochemicals. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “showing signs,” “targets,” “view,” “will likely result,” “will continue” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current assumptions and predictions and are subject to numerous risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, competition in the ethanol, biodiesel and other industries in which we operate, commodity market risks including those that may result from current weather conditions, financial market risks, customer adoption, counter-party risks, risks associated with changes to federal policy or regulation, and other risks detailed in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022 and in our subsequent filings with the SEC. We are not obligated, and do not intend, to update any of these forward-looking statements at any time unless an update is required by applicable securities laws.
Document And Entity Information
Aug. 28, 2023
|Document Information [Line Items]
|Entity, Registrant Name
|Document, Period End Date
|Aug. 28, 2023
|Entity, Incorporation, State or Country Code
|Entity, File Number
|Entity, Tax Identification Number
|Entity, Address, Address Line One
|20400 Stevens Creek Blvd.
|Entity, Address, City or Town
|Entity, Address, State or Province
|Entity, Address, Postal Zip Code
|City Area Code
|Local Phone Number
|Title of 12(b) Security
|Common Stock, par value $0.001 per share
|Security Exchange Name
|Pre-commencement Tender Offer
|Pre-commencement Issuer Tender Offer
|Entity, Emerging Growth Company
|Entity, Central Index Key
Historical Stock Chart
From Jan 2024 to Feb 2024
Historical Stock Chart
From Feb 2023 to Feb 2024