orgn-20230608

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 8:00 a.m. Eastern Time on Thursday, July 20, 2023

Dear Stockholders of Origin Materials, Inc.:

We cordially invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of Origin Materials, Inc., a Delaware corporation, which will be held on Thursday, July 20, 2023 at 8:00 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 5:00 p.m. Eastern Time on July 19, 2023. 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 to serve as Class II 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, 2023;

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

4.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 May 22, 2023 as the record date for the Annual Meeting. Only stockholders of record on May 22, 2023 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 June 8, 2023, 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
			June 8, 2023			June 8, 2023

TABLE OF CONTENTS


		Page
PROXY STATEMENT FOR 2023 ANNUAL MEETING OF STOCKHOLDERS		1
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		5
	Nominees for Director	6
	Continuing Directors	8
	Board Leadership Structure	9
	Role of the Board of Directors in Risk Oversight	9
	Family Relationships	9
	Board Meetings and Committees	9
	Committees of the Board of Directors	9
	Diversity of the Board of Directors	12
	Considerations in Evaluating Director Nominees	12
	Stockholder Recommendations for Nominations to the Board of Directors	13
	Communications with the Board of Directors	13
	Corporate Governance Guidelines and Code of Business Conduct and Ethics	13
PROPOSAL NO. 1 ELECTION OF DIRECTORS		14
	Nominees	14
	Vote Required	14
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		15
	Principal Accounting Fees and Services	16
	Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	17
	Vote Required	17
	Report of The Audit Committee	17
PROPOSAL NO. 3 ADVISORY NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		19
	Vote Required	19
	Executive Officers	19
	Compensation Discussion and Analysis	20
	Executive Compensation	27
	Grants of Plan-Based Awards Table for Fiscal Year 2022	27
	Outstanding Equity Awards at Fiscal Year-End	28
	Potential Payment upon Termination or Change in Control	29
	Option Exercises and Stock Vested	30
	Report of the Compensation Committee of the Board of Directors	30
	Pay Versus Performance	31
	Pay Ratio Disclosure	34
	Compensation Committee Interlocks and Insider Participation	35
	Director Compensation	35
	Equity Compensation Plan Information	37
	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		40
	Policies and Procedures for Related Party Transactions	40
	Director Independence	40
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		40
OTHER MATTERS		41
	Fiscal Year 2022 Annual Report and SEC Filings	41

-i-


Name	Class	Age	Position	Current Term Expires	Expiration of Term For Which Nominated
Directors with Terms Expiring at the Annual Meeting/Nominees
Charles Drucker(2)(3)	II	60	Director	2023	2026
Kathleen B. Fish(2)(3)	II	65	Director	2023	2026
Rich Riley	II	49	Co-Chief Executive Officer and Director	2023	2026
R. Tony Tripeny (1)(2)	II	64	Director (4)	2023	2026

Continuing Directors
John Bissell	III	38	Co-Chief Executive Officer and Director	2024	—
Karen Ann Richardson	III	60	Chair and Director	2024	—
Pia Heidenmark Cook(1)(2)	I	51	Director	2025	—
William J. Harvey(1)(2)	I	72	Director	2025	—
Craig A. Rogerson (1)(3)	I	66	Director (4)	2025	—


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




White	3	5	—	—


	2022		2021
Audit Fees(1)	$	811,000	$	940,000
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$	811,000	$	940,000


	2021
Audit Fees (1)	$	122,673
Tax Fees (2)	10,300
Audit-Related Fees	—
All Other Fees	—
Total Fees	$	132,973


Element of Compensation	Objectives	Key Features
Base Salary (fixed cash)	Provides financial stability and security through a fixed amount of cash for performing job responsibilities.	Generally reviewed annually at the beginning of the year and determined based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and our overall performance) and by reference to market data provided by our independent compensation consultant.
Long-Term Incentive (at-risk equity)	Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term.	Annual equity opportunities are generally reviewed and determined annually at the beginning of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by our independent compensation consultant.


	RSU Granted	Total
John Bissell	300,000	$	1,647,000
Rich Riley	300,000	1,647,000
Stephen Galowitz	170,000	933,300
Nate Whaley	120,000	658,800
Joshua Lee	135,000	741,150
	1,025,000	$	5,627,250


Name and Principal Position	Year	Salary		Bonus		Stock Awards(2)		Option Awards(1)		All Other Compensation(3)		Total
John Bissell	2022	$	300,000	$	—	$	1,647,000	$	—	$	10,115	$	1,957,115
Co-Chief Executive Officer	2021	190,000		—		2,212,497		—		20,723		2,423,220
	2020	190,000		—		—		612,000		64		802,064
Rich Riley(4)	2022	400,000		—		1,647,000		—		12,799		2,059,799
Co-Chief Executive Officer	2021	229,121		58,416		1,837,500		—		844		2,125,881
	2020	56,667		—		—		5,988,000		—		6,044,667
Stephen Galowitz	2022	290,000		—		933,300		—		13,915		1,237,215
Chief Commercial Officer	2021	290,000		—		2,669,998		—		12,023		2,972,021
	2020	290,000		—		—		—		11,732		301,732
Nate Whaley	2022	285,000		—		658,800		—		11,263		955,063
Chief Financial Officer	2021	242,500		—		459,375		867,517		844		1,570,236
	2020	200,000		—		—		74,077		4,903		278,980
Joshua Lee	2022	211,827		—		741,150		—		1,314		954,291
General Counsel, Secretary	2021	211,827		—		959,373		—		9,899		1,181,099
	2020	211,827		—		—		304,920		64		516,811


Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)(b)	Grant Date Fair Value of Stock and Option Awards ($)(a)
John Bissell	12/12/2022	300,000	$	1,647,000
Rich Riley	12/12/2022	300,000	1,647,000
Stephen Galowitz	12/12/2022	170,000	933,300
Nate Whaley	12/12/2022	120,000	658,800
Joshua Lee	12/12/2022	135,000	741,150


			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(7)		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	665,806	1,239,020	(1)	$	0.14	10/27/2030
	11/10/2021												250,000	$	1,837,500	(5)
	11/10/2021								34,014	(4)	$	250,003
	12/12/2022								300,000	(4)	$	1,647,000
Rich Riley	10/28/2020	10/28/2020	1,305,392	1,124,378	(2)	$	0.14	10/27/2030
	11/10/2021												250,000	$	1,837,500	(5)
	12/12/2022								300,000	(4)	$	1,647,000
Stephen Galowitz	8/27/2015	8/27/2015	384,942	—	(3)	$	0.37	8/26/2025
	11/10/2021												200,000	$	1,470,000	(5)
	11/10/2021								108,844	(4)	$	800,003
	12/12/2022								170,000	(4)	$	933,300
Nate Whaley	9/1/2020	9/1/2020	313,769	165,350	(3)	$	0.14	8/31/2030
	11/10/2021												62,500	$	459,375	(5)
	12/12/2022								120,000	(4)	$	658,800
Joshua Lee	4/9/2019	2/5/2018	16,931	—	(3)	$	1.21	4/8/2029
	11/23/2020	11/23/2020	80,003	8,889	(3)	$	0.14	11/22/2030
	11/10/2021												62,500	$	459,375	(5)
	11/10/2021								45,352	(4)	$	333,337
	12/12/2022								135,000	(4)	$	741,150


Name	Accelerated Equity Awards ($)
Rich Riley - Termination for any reason other than cause (1)	$	628,246
Nate Whaley - Termination for any reason other than cause (2)	739,115


	Summary Compensation Total (a)		Compensation Actually Paid (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)	Peer Group Total Shareholder Return ($) (c)(d)	Net Income ($) (e)	The most important financial measure ($) (f)
2022	1,957,115	2,059,799	(1,330,584)	(941,438)	1,048,856	754,461	46.15	75.47	78,569,000	4.61
2021	2,423,220	2,125,881	3,560,830	7,480,090	2,076,560	1,335,130	64.56	96.22	42,090,000	6.45


The average “Compensation Actually Paid” to the Non-PEO NEOs	2022		2021
Average total reported in SCT	$	1,048,856	$	2,076,560
Less: Average value of stock & option award reported in SCT	(777,750)		(1,814,686)
Plus: Average year-end value of awards granted in fiscal year that are unvested and outstanding	653,083		745,917
Plus: Average change in fair value of prior year awards that are outstanding and unvested	(120,587)		—
Plus: Average FMV of awards granted this year and that vested this year	—		—
Plus: Average change in fair value (from prior year-end) of prior year awards that vested this year	(49,141)		327,339
Less: Average prior year fair value of prior year awards that failed to vest this year	—		—
Total adjustments	(294,395)		(741,430)
Average Compensation Actually Paid	$	754,461	$	1,335,130


2022 Most Important Measures (unranked)
Company Stock Price			Adjusted EBITDA
Revenue			Mechanical Completion of Manufacturing Plant


Director	Fees Earned or Paid in Cash		Stock Awards(1)		Option Awards		Total
Bill Harvey(2)	$	75,000	$	129,996	$	—	$	204,996
Karen Richardson (3)	50,000		204,994		—		254,994
Kathleen B. Fish(4)	60,000		129,996		—		189,996
Pia Heidenmark-Cook(5)	65,000		129,996		—		194,996
Benno Dorer(6)	75,000		129,996		—		204,996
Charles Drucker	—		—		—		—
Boon Sim(7)	—		—		—		—


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


	2022
2022 “Compensation Actually Paid” to each PEO	John Bissell		Rich Riley
Total reported in 2022 SCT	$	1,957,115	$	2,059,799
Less: value of stock & option award reported in SCT	(1,647,000)		(1,647,000)
Plus: Year-end value of awards granted in fiscal year that are unvested and outstanding	1,383,000		1,383,000
Plus: Change in fair value of prior year awards that are outstanding and unvested	(2,918,173)		(2,456,469)
Plus: FMV of awards granted this year and that vested this year	—		—
Plus: Change in fair value (from prior year-end) of prior year awards that vested this year.	(105,526)		(280,768)
Less: Prior year fair value of prior year awards that failed to vest this year	—		—
Total adjustments	(3,287,699)		(3,001,237)
Compensation Actually Paid for fiscal year 2022	$	(1,330,584)	$	(941,438)


	2021
2021 “Compensation Actually Paid” to each PEO	John Bissell		Rich Riley
Total reported in 2021 SCT	$	2,423,220	$	2,125,881
Less: value of stock & option award reported in SCT	(2,212,497)		(1,837,500)
Plus: Year-end value of awards granted in fiscal year that are unvested and outstanding	329,079		—
Plus: Change in fair value of prior year awards that are outstanding and unvested	(74,902)		2,115,286
Plus: FMV of awards granted this year and that vested this year	—		—
Plus: Change in fair value (from prior year-end) of prior year awards that vested this year.	3,095,930		5,076,423
Less: Prior year fair value of prior year awards that failed to vest this year	—		—
Total adjustments	1,137,610		5,354,209
Compensation Actually Paid for fiscal year 2021	$	3,560,830	$	7,480,090


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 (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	17,343,012	(1)(2)	$	0.17	(3)	31,568,501
Equity compensation plans not approved by stockholders	—	(4)	—			—
Total	17,343,012		$	0.17		31,568,501


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned
Greater than 5% Stockholders:
Artius Acquisition Partners LLC (1)	15,986,667	10.33	%
Lior Amram(2)	12,173,939	8.49	%
BNP Paribas Asset Management UK Ltd.(3)	7,702,915	5.37	%
BlackRock, Inc (4)	7,320,030	5.10	%
Named Executive Officers and Directors:
John Bissell(5)	1,762,355	1.22	%
Rich Riley(6)	2,570,727	1.77	%
Nate Whaley (7)	340,932	*
Stephen Galowitz(8)	808,752	*
Joshua Lee(9)	118,298	*
Pia Heidenmark Cook (10)	68,667	*
Charles D. Drucker(1)(11)	21,856,478	14.12	%
Kathleen B. Fish(12)	157,153	*
William J. Harvey(13)	208,387	*
Karen Ann Richardson(14)	494,354	*
Craig A. Rogerson (15)	—	*
R. Tony Tripeny (16)	—	*
All executive officers and directors as a group (11 persons) (17)	27,577,351	17.49	%


						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
						June 8, 2023			June 8, 2023

SEC Form DEF 14A filed by Origin Materials Inc.