Alto Ingredients (ALTO) Proxy filing summary

Executive summary

• Achieved significant financial improvement in 2025, with net income rising by $72 million to $12 million and adjusted EBITDA increasing by $53 million to $45 million compared to 2024, driven by operational optimization, cost reductions, and asset realignment.

• Diversified revenue streams through renewable fuel exports to the EU and acquisition of a beverage-grade liquid CO2 facility, enhancing Western Production segment profitability.

• Qualified for Section 45Z clean fuel production tax credits, recording $7.5 million in credits for 2025 and anticipating continued eligibility in 2026.

• Focused on disciplined capital allocation, cost controls, and capital projects totaling approximately $25 million, subject to Board approval.

Voting matters and shareholder proposals

• Stockholders will vote to elect five directors, approve executive compensation (say-on-pay), approve the 2026 Omnibus Incentive Plan, and ratify RSM US LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Only stockholders of record as of April 28, 2026, are entitled to vote; quorum requires a majority of outstanding voting power.

• Voting can be done electronically, by phone, mail, or in person; brokers may only vote on auditor ratification without instructions.

Board of directors and corporate governance

• Five director nominees: Gilbert E. Nathan (Chair), Bryon T. McGregor, Dianne S. Nury, Maria G. Gray, Alan R. Tank; one Board seat remains vacant.

• Board skills include operations, audit/risk, M&A, regulatory, agriculture, leadership, finance, industry experience, HR, and sustainability.

• Board committees: Audit (Nathan, Gray, Tank), Compensation (Gray, Nathan, Nury), Nominating & Governance (Nury, Gray, Tank); all committee members are independent.

• Corporate governance guidelines, Codes of Ethics, and a Supplier Code of Conduct are in place; Board leadership is separated between Chair and CEO.

• Board diversity and inclusion are emphasized, with ongoing efforts to increase representation.