Green Plains Inc DEF 14A, filed Mar 28, 2024

Green Plains Inc. (GPRE)

DEF 14A 2024-03-28 For: 2024-05-07

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Added on June 12, 2026

About this DEF 14A

Green Plains Inc filed this DEF 14A on March 28, 2024.

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☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑						No fee required
☐						Fee paid previously with preliminary materials
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


1			Letter from our Board of Directors
2			Notice of Annual Meeting of Shareholders
4			Safe Harbor for Forward-Looking Statements
4			Web Links
5			Proxy Statement
5			Proxy Summary
14			Corporate Governance

14			PROPOSAL 1 Election of Directors


15			Director Nominee Biographical Information and Experience
22			Director Nomination Process
23			Leadership Structure
25			Committees of the Board
28			Board Oversight
32			Investor Engagement
33			Other Governance Principles
35			Compensation of Directors
36			Audit Matters

36			PROPOSAL 2 Ratification of Company’s Auditors


37			Independence of Auditors
37			Auditors’ Fees
38			Audit Committee Report
39			Executive Officers
42			Executive Compensation

42			PROPOSAL 3 Advisory Vote to Approve Executive Compensation


43			Compensation Discussion and Analysis


63			Compensation Committee Report
64			Compensation Tables
73			CEO Pay Ratio
74			Pay vs. Performance Comparison
77			Equity Compensation Plan Information

78			Security Ownership of Certain Beneficial Owners and Management
80			Transactions with Related Persons, Promoters and Certain Control Persons
81			Other Matters




						Sustainability Highlights

						13			Environmental Stewardship and Social R esponsibility Highlights

						24			Diversity and Refreshment

						31			Sustainability Oversight

						32			Investor Engagement

						33			Code of Ethics and Other Policies


Dear Shareholders: It is my honor to pen this letter to you, as your new Chairman of the Board. I know I speak on behalf of all members of the Board of Directors when I thank past chairman Wayne Hoovestol for his years of commitment to Green Plains and its shareholders. I am eager to continue the legacy of strong leadership, working alongside dedicated Green Plains employees as they continue to drive toward success through an intensive company transformation into an ag-tech innovator creating sustainable ingredients that matter. In 2023, we forged new partnerships and enhanced existing ones, navigated challenging markets, and celebrated several successes. We made progress in several areas of environmental stewardship and responsible business, focusing on the planet and people, and continued to enhance transparency and disclosure in our 2023 Sustainability Report. As we move forward in 2024, Green Plains remains committed to its transformation into the biorefinery platform of the future, making more with less while helping to reduce the world’s carbon emissions. We cannot accomplish our goals without our employees, customers, shareholders, and communities. Thank you for your support. Sincerely, James D. Anderson The Board of Directors									“As we move forward in 2024, Green Plains remains committed to its transformation into the biorefinery platform of the future, making more with less while helping to reduce the world’s carbon emissions.”


2			GREEN PLAINS INC. 2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


						About Our Company Transformation. It’s what we do every day when we convert a kernel of corn into sustainable products to help meet the global demand for high-value feed ingredients and low-carbon fuel. We are amid a broader transformation extracting even more low-carbon ingredients from the same annually renewable crops. Our suite of proprietary technologies makes our broad transformation possible. We are leading the way in producing sustainable ingredients to meet the demands of a growing world. Our transformation includes deploying our patented, world-class mechanical and process technology at each of our locations to develop nutritious, valuable ingredients that make a positive global impact. We are focused on reducing our operating expenses, expanding our ability to isolate the highest-value proteins for use in feed ingredients in pet, aquaculture and other high-value markets to meet global demand, converting a portion of the starch into low-carbon intensity dextrose—all while capturing more renewable corn oil from each kernel to serve as a feedstock for the rapidly expanding renewable diesel and sustainable aviation fuel markets. We have committed our seven biorefineries in Nebraska, Iowa, and Minnesota to carbon capture and sequestration projects. These projects will lower greenhouse gas emissions through the capture of biogenic carbon dioxide at each of these biorefineries, significantly lowering their carbon intensity.


			Sustainable Ultra-High Protein Sustainable ingredients for high-value global markets in pet, aquaculture, dairy and poultry industries as demand for higher quality animal feed grows.						Renewable Corn Oil Responsible low-carbon feedstock for the high-growth renewable diesel and sustainable aviation fuel industries.

			Carbon Capture & Sequestration Participating in large scale CCS projects to further reduce the carbon intensity of our biofuels and ingredients.						Clean Sugar Technology Low-carbon dextrose for a variety of biochemical, bioplastics, synthetic biology and food industries.



Achievements —Began development of a novel Sustainable Aviation Fuel technology through a joint venture, Blue Blade Energy, with United Airlines and Tallgrass; —Successfully completed full scale 60% protein production runs using Fluid Quip Technologies’ MSC™ system combined with biological solutions; —Achieved record renewable corn oil yield across our platform; —First-ever commercial deployment of Clean Sugar Technology™ at Green Plains Shenandoah to begin commissioning during the first quarter of 2024; —Diversification of decarbonization strategy, with three Nebraska facilities committed to CCS anticipated to become operational in 2025, four Iowa and Minnesota facilities anticipated to be operational in 2026 on a separate CCS system; —Expanded protein sales to customers in North America, South America and Asia Pacific across multiple species; —Announced technology collaboration with Equilon Enterprises LLC to deploy Shell Fiber Conversion Technology; and —Completed acquisition of Green Plains Partners LP on January 9, 2024, with most of the efforts taking place during 2023.


			Director Since	Committee Membership

Name and Primary Occupation		Age		AC	CC	NGC

Director Nominees

	JAMES D. ANDERSON Chairman of the Board Chief Executive Officer, Molycop	66	2008

	TODD A. BECKER President and Chief Executive Officer, Green Plains Inc.	58	2009

	EJNAR A. KNUDSEN III Founder and Chief Executive Officer, AGR Partners	55	2016

	BRIAN PETERSON President and Chief Executive Officer, Whiskey Creek Enterprises	60	2005

	ALAIN TREUER Chairman and Chief Executive Officer, Tellac Reuert Partners and Chairman, Local Ocean France	51	2008

	KIMBERLY WAGNER Founder, TBGD Partners	60	2020
Continuing Directors with Terms Expiring in 2025

	FARHA ASLAM Managing Partner, Crescent House Capital	55	2021

	MARTIN SALINAS JR. Former Chief Financial Officer, Energy Transfer Partners, LP	52	2021



Key Skills & Experiences			Description of Skills and Explanation of Importance

Executive Leadership			—One of the core considerations of our Board in examining director candidates is that the director should have an established track record of professional accomplishment in the candidate’s chosen field. It is important we have highly qualified directors with a diverse range of complementary skill sets, but the common thread is that our directors have experience leading large, complex organizations and teams. Green Plains is a company with an array of important stakeholders, including employees, stockholders, customers, partners, regulators, and communities. It is important for our Board to have directors who have experience dealing with a similar range of stakeholders and managing the challenges associated with operating a large organization.


Public Company/ Corporate Governance/ ESG			—Our Board is responsible for overseeing the successful execution of our strategy and the selection and retention of key executives, which affects the fundamental operation of the Company. It is important for our Board to have directors who understand the fiduciary obligations of public company directors and who have experience shaping a company’s priorities and structure. Effective corporate governance, ongoing board refreshment and a commitment to diversity are all part of a broader effort to ensure that ESG considerations and goals are incorporated into the company’s corporate strategy. Also, the implementation of leading ESG practices is a very important component of our business as the effects of global climate change continues to attract considerable attention with widespread concerns about the impacts of human activity, especially the emissions of greenhouse gases.


Executive Compensation			—The Board believes that aligning executive compensation with shareholder interests is consistent with the Company’s philosophy of driving performance and building long-term shareholder value. This pay-for-performance philosophy is embraced by the Board and is intended to align the interests of key executives, attract and retain high-performing employees, and link a significant amount of compensation to the achievement of pre-established performance metrics directly tied to our business goals and strategies. It is important for Green Plains to have board members who have participated in the design and supervision of executive compensation programs.


Industrial Manufacturing & Ingredient Production			—Green Plains has grown to be one of the leading corn processors in the world for low-carbon products at our biorefineries, inclusive of ethanol, renewable corn oil, Ultra-High Protein, and distillers grains as our core sources of revenue. We operate 10 biorefineries located in six states. It is important for our Board to have a deep understanding of industrial manufacturing, the biorefinery and the proprietary and patented protein production processes, as well as potential future technologies applicable to our biorefineries.


Commodity Markets/ Marketing			—Green Plains procures grain and natural gas to produce our products and markets, sells and distributes our products, e.g., ethanol, distillers grains, Ultra-High Protein, and renewable corn oil produced at our biorefineries. A strong understanding of commodity markets is essential as well as an understanding of U.S. and global markets impacting supply and demand characteristics.



Strategy Development			—We believe that we can maximize our competitive advantage to create lasting value for our stockholders, both in the near and longer-term, by successfully executing on our strategic plan, to take advantage of the world’s growing demand for protein feed ingredients. It is important for our Board to have directors who have experience developing, delivering and directing corporate strategy. Further, it is important to have board members who have experience transforming organizations and culture and improving processes, services, and products with an aim of enhancing long-term value.


International Business			—Global competition, international trade and product-related policies, and international activities can have a significant impact on our business.


Mergers & Acquisitions / Partnerships			—Joint ventures, partnerships, mergers and acquisitions are an important part of maintaining a competitive advantage by maximizing our production capabilities, leveraging our proprietary technology and expanding new products into fast-growing, higher margin markets. We intend to continue exploring potential growth opportunities and strategies through these disciplines. As such, it is important to have board members well-versed in M&A-related activities to ensure that the right opportunities are being pursued, operational and financial risks can be quantified and effectively managed while expected synergies and growth projections are reasonable and realistic.


Capital Markets			—As our company continues to transform, having expertise in capital markets and various equity and debt financing alternatives will continue to be a critical skill set for our Board to ensure we have the optimal capital structure, and financing needed to support these efforts.


Audit/Risk/ Cybersecurity			—As a public company, we are subject to various auditing, accounting, and financial reporting obligations. Our Audit Committee’s responsibilities include reviewing the Company’s financial statements, financial reporting, and internal controls, as well as overseeing the independent auditor and cybersecurity. Green Plains is also subject to various forms of risk, including, without limitation, cybersecurity risk, liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal and compliance risk and reputational risk. It is important for our Board to have directors who are financial experts and who understand financial reporting as well as effective risk management practices.


Legal/ Regulatory/ Government Relations			—Our operations are regulated by various government entities that can impose significant costs on our business. It is important to have board members who have a strong comprehension of the legal and regulatory landscape specific to our business. Our production levels, markets and grain we procure are affected by federal government programs. Government policies such as tariffs, duties, subsidies, import and export restrictions and embargoes can also impact our business.



What We Do									What We Don’t Do



100% independent board committees 100% directors owning stock Compensation recoupment (clawback) policy Right to call special meeting threshold set at 20% Provide a majority of executive compensation in performance-based compensation Pay for performance based on measurable goals for both annual and long-term awards Balanced mix of awards tied to annual and long-term performance Stock ownership and retention policy									No poison pills No supplemental executive retirement plans No discounted stock options, reload of stock options or stock option re-pricing without shareholder approval No single-trigger vesting of equity compensation upon a change in control No short-term trading, short sales, transactions involving derivatives, hedging or pledging transactions for executive officers and directors



			Corporate Governance Improvements


			2020			—Appointed diverse director


			2021			—Appointed two additional diverse directors —Appointed Lead Independent Director —Published governance guidelines with independent executive sessions —Reviewed broadening scope for cyber and ESG oversight by annual charter —Updated bylaws for proxy access and majority voting standard —Lowered threshold for special meeting to 20% —Rotated Committee chairs with two of the three Committee chairs diverse —Proposed reduction of the board from nine to eight members by no later than the 2023 annual meeting


			2022			—Recommended and declassified the board of directors


			2023			—Appointed Independent Chairman of the Board to replace the Lead Independent Director position —Downsized to eight directors, fulfilling commitment made to investors in 2021


PROXY SUMMARY			7


PROXY SUMMARY			9


PROXY SUMMARY			11


PROXY SUMMARY			13



Environmental Stewardship As an ag-tech innovator of sustainable ingredients that matter, Green Plains is dedicated to preserving the health of our planet for current and future generations.			—Notable 2023 achievements in this area included: —Leveraged innovative technologies and partnerships to further decarbonize our platform. —Made significant progress in goals related to energy efficiency, water management and sustainable sourcing. —Diversification of decarbonization strategy, with three Nebraska facilities committed to CCS anticipated to become operational in 2025, four Iowa and Minnesota facilities anticipated to be operational in 2026 on a separate CCS system. —Achieved record renewable corn oil yield across our platform.


Social Responsibility Green Plains recognizes the value of all who make our success and our sustainable ingredients possible. We endeavor to support and empower our employees, customers, suppliers and communities in all that we do.			—Notable 2023 achievements in this area included: —Enhanced an array of employee programs. —Completed training on patented technologies. —Made high-value capital investments in our local communities. —Saw further improvement in our OSHA recordable injury rate, achieving a 56% reduction in 2023 over our 2020 baseline and exceeding our goal of a 35% reduction by 2025.


			1. Assessment

			As part of the nomination process, our Nominating and Governance Committee is responsible for reviewing with the Board periodically the appropriate skills and characteristics required of directors in the context of the current make-up of the Board. This assessment includes issues of judgment, diversity, experience and skills.

			2. Evaluation of prospective nominees

			In evaluating prospective nominees, including nominees recommended by shareholders, our Nominating and Governance Committee looks for the following minimum qualifications, qualities and skills: —highest personal and professional ethics, integrity and values; —outstanding achievement in the individual’s personal career; —breadth of experience; —ability to make independent, analytical inquiries; —ability to contribute to a diversity of viewpoints among board members; —willingness and ability to devote the time required to perform board activities adequately (in this regard, the committee will consider the number of other boards of directors on which the individual serves); and —ability to represent the total corporate interests of our Company (a director will not be selected to, nor will he or she be expected to, represent the interests of any particular group).

			3. Screening/ interview of shortlisted candidates

			Candidates go through a rigorous interview process with Nominating and Governance Committee members as well as Board leadership and CEO interviews. They are subjected to thorough background checks and complete the Company’s directors and officer’s questionnaire.

			4. Decision, nomination, and onboarding

			Board members who interview candidates provide their candidate reviews for consideration by the Nominating and Governance Committee. Once a candidate is elected or appointed to the Board, they partake in an extensive onboarding process with both Board members and the executive leadership of the Company.



						Responsibilities of the Chairman of the Board


						—Presides at all meetings of the Board of Directors. —Is available, when appropriate, for consultation and direct communication with stockholders. —Sets the Board agenda in conjunction with the CEO. —Sets agenda for executive sessions. —Has the authority to call Board meetings.



Audit Committee	Members Martin Salinas Jr. (Chair) Alain Treuer Kimberly Wagner	Meetings in 2023: 7 The Audit Committee consists of directors who are independent under the rules of NASDAQ and the SEC. During each of these meetings, the Audit Committee met directly with our independent auditors. Please see page 38 of this Proxy Statement for the “Audit Committee Report.”



Compensation Committee	Members Brian Peterson (Chair) James D. Anderson Farha Aslam	Meetings in 2023: 7 The Compensation Committee consists of directors who are independent under the rules of NASDAQ and the SEC. Please see page 63 of this Proxy Statement for the “Compensation Committee Report.”



Nominating and Governance Committee	Members Kimberly Wagner (Chair) Martin Salinas Jr. Alain Treuer	Meetings in 2023: 4 The Nominating and Governance Committee consists of directors who are independent under the rules of the NASDAQ and the SEC.



			Board			In its oversight role, the Board annually reviews our Company’s strategic plan, which addresses, among other things, the risks and opportunities facing our Company. While the Board has the ultimate oversight responsibility for the risk management process, it has delegated certain risk management oversight responsibilities to the Board committees.



			Audit Committee			—Acts on behalf of the Board in fulfilling its responsibilities to oversee company processes for the management of business/financial risk and for compliance with applicable legal, ethical and regulatory requirements. —Charged with (i) inquiring of management and our Company’s outside auditors about significant risks and exposures and assessing the steps management has taken or needs to take to minimize such risks and (ii) overseeing our Company’s policies with respect to risk assessment and risk management, including the development and maintenance of an internal audit function to provide management and the Audit Committee with ongoing assessments of our Company’s risk management processes and internal controls. —Has quarterly meetings with IT leadership regarding the risk management processes and internal controls around our IT systems and cybersecurity. —Has regular meetings with our Company’s management, internal auditors and independent, external auditors.



			Compensation Committee			—Considers risks related to the attraction and retention of talented senior management and other employees as well as risks relating to the design of compensation programs and arrangements.



			Nominating and Governance Committee			—Annually reviews our Company’s corporate governance guidelines and their implementation, as well as regularly evaluating new and continuing directors for election to the Board. —Annually leads the board evaluation process. —Annually reviews the CEO succession plans.



Oversight of Strategy			—The Board oversees and monitors strategic planning. —Business strategy is a key focus at the Board level and embedded in the work of Board committees. —Company management is charged with executing business strategy and provides regular performance updates to the Board.


Oversight of Risk			—The Board oversees risk management —Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function. —Company management is charged with managing risk, through robust internal processes and effective internal controls.


Succession Planning			—The Board oversees succession planning and talent development for senior executive positions. —The Nominating & Governance Committee, which meets regularly and reports back to the Board, has primary responsibility for developing succession plans for the CEO position.



Pillars			Key Topics and Areas of Impact


Planet			—Climate Change and Greenhouse Gas Emissions —Energy Use and Efficiency —Water Management —Biodiversity and Land Stewardship —Waste Management and Compliance


People			—Our Employees —Employee Health and Safety —Talent Acquisition and Engagement —Learning and Career Development —Inclusion and Belonging —Our Customers —Our Suppliers —Responsible Sourcing Program —Our Communities —Environmental Stewardship —Capital Investments —Charitable Giving and Service


Principles			—Our ESG and Climate Change Governance —Our Board Composition and Structure —Ethics and Compliance



Topics discussed with shareholders during 2023:

—Company strategy —Government policy —Inflation Reduction Act —Transformation progress —Decarbonization initiatives —Sustainable Aviation Fuel —Ultra-High Protein —Renewable Corn Oil —Clean Sugar Technology —Carbon Capture and Sequestration —Industry supply and demand drivers —Capital allocation —Risk management —Executive compensation programs —Sustainability —Economic drivers			In 2023, we connected with shareholders representing approximately:



What We Heard			What We Did


—Operational excellence is important.			—Invested in efficiency capital and operational personnel, with second half of 2023 average operating utilization improving to 94% capacity.
—Shareholders are interested in sustainability initiatives and potential upside from decarbonization strategy.			—Under the oversight of our Nominating and Governance Committee, we published our third Sustainability Report in April 2023, highlighting our progress toward our sustainability goals. —Hosted an IRA teach-in in April 2023, educating investors on the opportunities and incentives incorporated in this legislation along with the strategies we are pursuing related to it.
—Continue executing on our Green Plains 2.0 Total Transformation Plan.			—With five Green Plains facilities operating MSC™ technology, deployed capital to building our Tharaldson Ethanol MSC™ joint venture. Achieved record renewable corn oil yields. Nearing completion of a first-of-its-kind commercial scale Clean Sugar Technology™ system in Shenandoah, Iowa.
—Shareholders are supportive of our strategy and management's execution to date to transform the Company to Green Plains 2.0.			—We have continued to communicate and update shareholders on our successful completion of key initiatives toward our Total Transformation Plan. We have been transparent in our progress and our performance to date and path to completion have been well received.



New Director Orientation			As new directors join the Board, the Company provides a high-touch, customizable orientation and onboarding process. Once concluded, new directors will have an understanding of the Company's business, strategy, and leaders. They should also understand their responsibilities and duties as directors and have access to resources, information, and contacts that will enable them to be effective in their role.


Continuing Education			The Company supports and directors pursue continuing education opportunities from time to time. The Company reimburses Board members for the cost of continuing education programs.


Additional			During their service, directors have discussions with each other and senior leadership of the Company outside of regularly scheduled Board and committee meetings to share ideas and obtain a deeper understanding of the Company's business.


Type			Amount
Annual Cash Retainer			$90,000
Restricted Stock			$135,000
Committee Chair Retainers			Board Chair and Audit Committee - $20,000 each Nominating and Governance Committee - $15,000 Compensation Committee - $10,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Option Awards ($)	All Other Compensation ($)	Total ($)
Wayne Hoovestol, Former Chairman (2)	39,559	-	-	-	39,559
James D. Anderson, Chairman (2)	102,912	135,000	-	-	237,912
Farha Aslam	90,000	135,000	-	-	225,000
Ejnar A. Knudsen III	90,000	135,000	-	-	225,000
Brian Peterson	100,000	135,000	-	-	235,000
Martin Salinas Jr.	110,000	135,000	-	-	245,000
Alain Treuer	90,000	135,000	-	-	225,000
Kimberly Wagner	105,000	135,000	-	-	240,000


	2023			2022
Audit Fees		$	3,315,460		$	2,679,500
Audit Related Fees		-			-
Tax Fees		58,865			93,000
All Other Fees		-			-
Total		$	3,374,325		$	2,772,500


			Todd A. Becker, 58 President and Chief Executive Officer (and Director)


			Grant D. Kadavy, 48 Executive Vice President Commercial Operations


			Michelle S. Mapes, 57 Chief Legal and Administration Officer and Corporate Secretary


			Chris G. Osowski, 45 Executive Vice President – Operations and Technology


			Leslie van der Meulen, 46 Executive Vice President – Product Marketing and Innovation