Alto Ingredients (ALTO) Proxy Filing summary

Executive summary

• Expanded offerings and entered new markets in 2024, focusing on high-quality essential ingredients for diverse applications.

• Reorganized operations, cold idled the Magic Valley facility, and integrated Eagle Alcohol's bulk operations to reduce costs and improve profitability.

• Reduced workforce by 16%, targeting $7.8 million in annual savings, with benefits starting in Q2 2025.

• Board refreshment underway with two new nominees, emphasizing expertise in finance, EHS, marketing, operations, and commodities.

• 2025 initiatives focus on efficiency, water and energy savings, and exploring asset sales, mergers, and strategic transactions.

Voting matters and shareholder proposals

• Stockholders will vote to elect six directors, approve executive compensation (say-on-pay), determine the frequency of future say-on-pay votes, and ratify the appointment of RSM US LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals, including a triennial frequency for say-on-pay votes.

• Voting rights are based on common and Series B Preferred Stock, with a total of 77,236,652 votes eligible.

• Quorum requires a majority of outstanding voting power; abstentions and broker non-votes count toward quorum but not proposal outcomes.

Board of directors and corporate governance

• Board is evolving with retirements and new nominees, aiming for a mix of skills in operations, finance, EHS, and commodities.

• Board diversity and succession planning are priorities, with recent promotions and committee chair rotations to enhance diversity.

• Corporate governance guidelines and codes of ethics are in place, with annual reviews and updates to committee charters, including cybersecurity oversight.

• Board leadership structure separates Chairman and CEO roles; lead independent director appointed if roles are combined.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and meet regularly.