Document

DEF 14A 1 orgn-def14ax2024xfinal.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

________________________________________________

Filed by the Registrant x Filed by a Party other than the Registrant o


Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

ORIGIN MATERIALS, INC.

(Name of Registrant as Specified In Its Charter)


Payment of Filing Fee (Check the appropriate box):

x			No fee required.

o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ORIGIN MATERIALS, INC.

930 Riverside Parkway, Suite 10

West Sacramento, California 95605

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 7:45 a.m. Eastern Time on Thursday, May 2, 2024

Dear Stockholders of Origin Materials, Inc.:

We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Origin Materials, Inc., a Delaware corporation, which will be held on Thursday, May 2, 2024 at 7:45 a.m. Eastern Time. To facilitate stockholder participation in the Annual Meeting, this year, the Annual Meeting will be held through a live webcast. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/ORGN prior to the deadline of 7:45 a.m. Eastern Time on May 2, 2024. After completing the registration, you will receive a confirmation email, which will include information about when you should expect to receive a unique link to gain access to the Annual Meeting. You will not be able to attend the meeting in person. The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1.To elect the three nominees named in the accompanying Proxy Statement to serve as Class III directors until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for our fiscal year ending December 31, 2024;

3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement;

4.To approve the amendment of our amended and restated certificate of incorporation to effect a reverse split of our common stock at a ratio in the range of one-for-five to one-for-thirty, such ratio to be determined in the discretion of our board of directors; and

5.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on March 11, 2024 as the record date for the Annual Meeting. Only stockholders of record on March 11, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

On or about March 22, 2024, we expect to mail the Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. The Notice will contain instructions on how to access our Proxy Statement and our annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying Proxy Statement and our annual report can be accessed directly at the following Internet address: www.proxydocs.com/ORGN. All you have to do is enter the control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote promptly via the Internet, telephone or mail.

We appreciate your continued support of Origin.


			By order of the board of directors,

			John Bissell			Rich Riley
			Co-Chief Executive Officer			Co-Chief Executive Officer
			West Sacramento, California			West Sacramento, California
			March 22, 2024			March 22, 2024

TABLE OF CONTENTS


		Page
PROXY STATEMENT FOR 2023 ANNUAL MEETING OF STOCKHOLDERS		1
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		7
	Nominees for Director	8
	Continuing Directors	9
	Board Leadership Structure	10
	Role of the Board of Directors in Risk Oversight	11
	Director Independence	11
	Family Relationships	11
	Board Meetings and Committees	11
	Committees of the Board of Directors	11
	Diversity of the Board of Directors	14
	Considerations in Evaluating Director Nominees	15
	Stockholder Recommendations for Nominations to the Board of Directors	15
	Communications with the Board of Directors	16
	Corporate Governance Guidelines and Code of Business Conduct and Ethics	16
	Anti-Hedging and Pledging Policies	16
	Director Compensation	16
PROPOSAL NO. 1 ELECTION OF DIRECTORS		19
	Nominees	19
	Vote Required	19
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		20
	Principal Accounting Fees and Services	21
	Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	21
	Vote Required	22
	Report of The Audit Committee	22
PROPOSAL NO. 3 ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		23
	Vote Required	23
	Executive Officers	24
	Executive Compensation	24
	Summary Compensation Table	24
	Outstanding Equity Awards at Fiscal Year-End	25
	Executive Employment Agreements	26
	Equity Compensation Plan Information	28
	Pay Versus Performance	28
	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		34
	Policies and Procedures for Related Party Transactions	34
PROPOSAL NO. 4 APPROVAL OF REVERSE SPLIT		34
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		39
OTHER MATTERS		39
	Fiscal Year 2022 Annual Report and SEC Filings	40
	Appendix A - Proposed Amendment To The Amended And Restated Certificate Of Incorporation	41

-i-


Name	Class	Age	Position	Current Term Expires	Expiration of Term For Which Nominated
Directors with Terms Expiring at the Annual Meeting/Nominees
John Bissell	III	38	Co-Chief Executive Officer and Director	2024	2026
John Hickox(1)(2)	III	67	Director(4)	2024	2026
Jim Stephanou	III	58	Director	2024	2026

Continuing Directors
Pia Heidenmark Cook(1)(2)	I	52	Director	2025	—
Kathleen B. Fish(2)(3)	II	66	Director	2026	—
William J. Harvey(1)(2)	I	73	Director	2025	—
Rich Riley	II	50	Co-Chief Executive Officer and Director	2026	—
Craig A. Rogerson (1)(3)	I	67	Director	2025	—
R. Tony Tripeny	II	65	Director	2026	—


Board Diversity Matrix
	As of March 8, 2024				As of June 8, 2023
Total Number of Directors	9				9
	Female	Male	Non-Binary	Did not Disclose	Female	Male	Non-Binary	Did not Disclose
Part I: Gender Identity
Directors	2	7	—	—	3	6	—	—
Part II: Demographic Background
African American or Black	—	1	—	—	—	1	—	—




Alaskan Native or Native American	—	—	—	—	—	—	—	—
Asian	—	—	—	—	—	—	—	—
Hispanic or Latino	—	—	—	—	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—	—	—	—	—
White	2	6	—	—	3	5	—	—
Two or more races or ethnicities	—	—	—	—	—	—	—	—
LGBTQ+	—	—	—	—	—	—	—	—
Did no disclose demographic background	—	—	—	—	—	—	—	—


Director	Fees Earned or Paid in Cash		Stock Awards(1)		Total
Bill Harvey (2)	$	75,000	$	129,997	$	204,997
Kathleen B. Fish (3)	68,764		129,997		$	198,761
Pia Heidenmark-Cook (4)	65,000		—		65,000
Karen Richardson (5)	50,000		204,999		254,999
Charles Drucker (6)	26,739		—		26,739
Benno Dorer (7)	26,415		—		26,415
R. Tony Tripeny (8)	50,068		308,486		358,554
Craig Rogerson (9)	43,392		308,486		351,878
Jim Stephanou (10)	35,892		293,526		329,418
Boon Sim (11)	—		—		—
John Hickox (12)	—		—		—


	2023		2022
Audit Fees(1)	$	1,007,000	$	—
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees (2)	64,000		500,000
Total Fees	$	1,071,000	$	500,000


Name and Principal Position	Year	Salary		Bonus		Stock Awards(1)		All Other Compensation(2)		Total
John Bissell	2023	$	300,000	$	—	$	498,679	$	11,888	$	810,567
Co-Chief Executive Officer	2022	300,000		—		1,647,000		10,115		1,957,115
Rich Riley	2023	400,000		—		498,679		16,978		915,657
Co-Chief Executive Officer	2022	400,000		—		1,647,000		12,799		2,059,799
Matt Plavan (3)	2023	61,026		—		1,367,186		2,529		1,430,741
Chief Financial Officer	2022	—		—		—		—		—
Joshua Lee	2023	211,827		—		249,339		11,062		472,228
General Counsel, Secretary	2022	211,827		—		741,150		1,314		954,291


			Option Awards					Stock Awards
Name	Grant Date	Vesting Commencement Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested ($)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
John Bissell	8/27/2015	3/25/2012	137,571	—		0.37	8/26/2025
	10/28/2020	2/16/2021	798,086	1,106,740	(1)	0.14	10/27/2030
	11/10/2021							17,007	(4)	14,218	193,750	161,975	(5)
	12/12/2022							200,000	(4)	167,200	—	—
	12/26/2023							450,000	(4)	376,200	150,000	125,400	(6)

Rich Riley	10/28/2020	10/28/2020	1,446,232	727,538	(2)	0.14	10/27/2030
	11/10/2021							—	(4)	—	193,750	161,975	(5)
	12/12/2022							200,000	(4)	167,200	—	—
	12/26/2023							450,000	(4)	376,200	150,000	125,400	(6)

Matt Plavan	10/30/2023							1,101,983	(4)	921,258	—	—
	12/26/2023							241,105	(4)	201,564	80,368	67,188	(6)

Joshua Lee	4/9/2019	2/5/2018	16,931	—		1.21	4/8/2029		(3)
	11/10/2021							22,676	(4)	18,957	48,438	40,494	(5)
	12/12/2022							90,000	(4)	75,240	—	—
	12/26/2023							225,000	(4)	188,100	75,000	62,700	(6)


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (1) ($)			(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by stockholders	23,024,114	(1)(2)	$	0.17	(3)	35,644,147
Equity compensation plans not approved by stockholders	—	(4)	—			—
Total	23,024,114		$	0.17		35,644,147


	Summary Compensation Total for PEOs (a)		Compensation Actually Paid to PEOs (b)				Value of Initial Fixed $100 Investment Based On:
Year	John Bissell ($)	Rich Riley ($)	John Bissell ($)	Rich Riley ($)	Average Summary Compensation Total for Non-PEO NEOs ($)(a)	Average Compensation Actually Paid to Non-PEO NEOs ($)(b)	Total Shareholder Return ($) (c)	Net Income ($) (d)
2023	810,567	915,657	(2,173,779)	(2,428,667)	951,484	494,410	8.37	23,798,000
2022	1,957,115	2,059,799	(1,330,584)	(941,438)	1,048,856	754,461	46.15	78,569,000
2021	2,423,220	2,125,881	3,560,830	7,480,090	2,076,560	1,335,130	64.56	42,090,000


Year	PEOs	Non-PEO NEOs
2023	John Bissell, Rich Riley	Matt Plavan, Joshua Lee
2022	John Bissell, Rich Riley	Nate Whaley, Stephen Galowitz, Joshua Lee
2021	John Bissell, Rich Riley	Stephen Galowitz, Joshua Lee


	2023
2023 “Compensation Actually Paid” to each PEO	John Bissell		Rich Riley
Total reported in 2023 SCT	$	810,567	$	915,657
Less: value of stock and option award reported in SCT	(498,679)		(498,679)
Plus: Year-end value of awards granted in 2023 that are unvested and outstanding as of the end of 2023*	446,738		237,738
Plus: Change in fair value (from prior year-end) of prior year awards that are outstanding and unvested as of the end of 2023*	(2,291,160)		(2,113,596)
Plus: Fair value as of the vesting date of awards that were granted and vested in 2023*	—		—
Plus: Change in fair value (from prior year-end) as of the vesting date of prior year awards that vested in 2023*	(641,244)		(969,787)
Less: Prior year fair value of prior year awards that failed to meet applicable vesting conditions in 2023*	—		—
Total adjustments	(2,984,345)		(3,344,324)
Compensation Actually Paid for fiscal year 2023	$	(2,173,778)	$	(2,428,667)


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned
Greater than 5% Stockholders:
Artius Acquisition Partners LLC (1)	15,826,667	10.1	%
Lior Amram(2)	9,955,488	6.8	%
BlackRock, Inc (3)	8,494,422	5.8	%
Named Executive Officers and Directors:
John Bissell(4)	1,899,071	1.3	%
Rich Riley(5)	3,001,427	2.0	%
Matt Plavan	—	*
Joshua Lee(6)	156,074	*
Pia Heidenmark Cook (7)	64,035	*
Kathleen B. Fish(8)	186,236	*
William J. Harvey(9)	237,470	*
John Hickox (10)	111,337	*
Craig A. Rogerson (11)	—	*
R. Tony Tripeny (12)	73,000	*
Jim Stephanou (13)	—	*
All executive officers and directors as a group (11 persons) (14)	5,728,650	3.9	%


	Prior to Reverse Split	1-for-5	1-for-15	1-for-30
Common Stock:
Outstanding	145,919,607	29,183,921	9,727,974	4,863,987


The average “Compensation Actually Paid” to the Non-PEO NEOs	2023
Average total reported in SCT	$	951,484
Less: Average value of stock and option award reported in SCT	(808,263)
Plus: Average year-end value of awards granted in the covered year that are unvested and outstanding as of the end of the covered year*	691,992
Plus: Average change in fair value (from prior year-end) of prior year awards that are outstanding and unvested as of the end of the covered year*	(212,620)
Plus: Average fair value as of the vesting date of awards that were granted and vested in the covered year*	—
Plus: Average change in fair value (from prior year-end) as of the vesting date of prior year awards that vested in the covered year*	(128,183)
Less: Average prior year fair value of prior year awards that failed to meet applicable vesting conditions in the covered year*	—
Total adjustments	(457,074)
Average Compensation Actually Paid	$	494,410


						BY ORDER OF THE BOARD OF DIRECTORS

						John Bissell			Rich Riley
						Co-Chief Executive Officer			Co-Chief Executive Officer
						West Sacramento, California			West Sacramento, California
						March 22, 2024			March 22, 2024

SEC Form DEF 14A filed by Origin Materials Inc.