Green Plains Inc DEF 14A, filed Apr 24, 2026

Green Plains Inc. (GPRE)

DEF 14A 2026-04-24 For: 2026-06-05

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Added on June 12, 2026

About this DEF 14A

Green Plains Inc filed this DEF 14A on April 24, 2026.

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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 O ur 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
13			Corporate Governance

13			PROPOSAL 1 Election of Directors


14			Director Nominee Biographical Information and Experience
23			Director Nomination Process
24			Leadership Structure
25			Committees of the Board
30			Board Oversight
33			Investor Engagement
33			Other Governance Principles
36			Compensation of Directors

38			PROPOSAL 2 Amendment to the Green Plains Inc. 2019 Equity Incentive Plan to Increase Available Shares and Amend Certain Provisions


45			Audit Matters
45			PROPOSAL 3 Ratification of Company’s Auditors


46			Independence of Auditors
46			Auditors’ Fees
47			Audit Committee Report
48			Executive Officers
53			Executive Compensation

53			PROPOSAL 4 Advisory Vote to Approve Executive Compensation


54			Compensation Discussion and Analysis
74			Compensation Committee Report
75			Compensation Tables
89			CEO Pay Ratio
91			Pay vs. Performance Comparison
94			Equity Compensation Plan Information

95			Security Ownership of Certain Beneficial Owners Executive Officers and Directors
97			Transactions with Related Persons, Promoters and Certain Control Persons
98			Other Matters
103			Appendix A


			Director Since	Committee Membership

Name and Primary Occupation		Age		AC	CC	NGC	RC	SPC

Director Nominees

	JAMES D. ANDERSON Chairman of the Board Chief Executive Officer, Molycop	68	2008

	FARHA ASLAM Managing Partner, Crescent House Capital	57	2021

	STEVEN FURCICH Partner, Tillridge Global Agribusiness Fund	67	2025

	CARL GRASSI Former Chairman, McDonald Hopkins LLC	66	2025

	CHRIS OSOWSKI President and Chief Executive Officer, Green Plains	47	2025

	BRIAN PETERSON President and Chief Executive Officer, Whiskey Creek Enterprises	62	2005

	MARTIN SALINAS JR. Former Chief Financial Officer, Energy Transfer Partners, LP	54	2021

	PATRICK SWEENEY Director, Portfolio Manager, Ancora Holdings Group LLC	36	2025

	KIMBERLY WAGNER Managing Partner, TBGD Partners	62	2020


Dear Shareholders: 2025 was a year of decisive progress—defined by strong leadership and operational excellence that advanced Green Plains’ strategy and positioned the Company for long-term success. During the year, Green Plains successfully brought carbon capture systems online at all three Nebraska facilities, enabling the permanent sequestration of CO2. Multiple plants also achieved record ethanol yields and meaningful gains in protein and corn oil output. Together, these achievements reinforce our leadership—not only in low-carbon biofuels, but across the broader industry—and demonstrate what is possible with the right strategy and team in place. Strong execution requires clear ownership and accountability at the top. In August, Chris Osowski was appointed President and Chief Executive Officer, bringing deep industry expertise, operational discipline, and a firm commitment to safety and accountability. The Board has full confidence in his ability to lead our safety-first, measurement-driven culture of operational excellence. As we enter 2026, Green Plains remains focused on operational excellence and disciplined capital investment. These priorities position the Company to strengthen performance, sustain momentum, and create durable, long-term value. On behalf of the Board, I extend our sincere thanks to our employees for their dedication and performance, to our customers and communities for their continued partnership and trust, and to our shareholders for their ongoing confidence in Green Plains. Sincerely, James D. Anderson The Board of Directors									“As we enter 2026, Green Plains remains focused on operational excellence and disciplined capital investment. These priorities position the Company to strengthen performance, sustain momentum, and create durable, long-term value.”


2			GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


						About Our Company Green Plains is a leading biorefining company focused on disciplined execution and leadership in low‑carbon biofuels and high‑value ingredients. We operate an integrated, performance‑driven platform designed to maximize yield, lower carbon intensity, and deliver value through our core operations. How we operate is central to how we create value for shareholders. Every investment must reinforce our leadership in low‑carbon biofuels and strengthen our position in high‑value ingredients across the broader industry, supporting responsible capital deployment and consistent, long-term performance.



Achievements —On April 15, 2025, the Company entered into a Cooperation Agreement with Ancora Holdings Group, LLC and announced the refreshment of its Board through appointments of three independent new Board members —On April 22, 2025, the Company announced that Eco-Energy, LLC had been selected as its exclusive ethanol marketer —On June 30, 2025, the Company completed the sale of our 50% investment in GP Turnkey Tharaldson LLC for $24.3 million —On September 17, 2025, the Company executed a tax credit monetization agreement for the Advantage Nebraska sites, along with an amendment on December 10, 2025 to expand program to three additional facilities —On September 25, 2025, the Company completed the sale of Obion, Tennessee plant for $170 million plus working capital, using the proceeds to eliminate $130.7 million junior mezzanine debt and strengthen corporate liquidity —On October 27, 2025, the Company successfully completed $200 million in privately negotiated convertible note exchange and subscription transactions enhancing financial flexibility —In the fourth quarter of 2025, carbon capture facilities in Central City, Wood River and York, Nebraska started up, significantly lowering the carbon intensity of these sites



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, shareholders, 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/ Sustainability			—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 and ongoing board refreshment are all part of a broader effort to ensure that sustainability considerations and goals are incorporated into the Company’s corporate strategy. Also, the implementation of leading sustainability practices is a very important component of our business as the effects of global climate change continue 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 currently operate eight biorefineries located in five 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., 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 shareholders, both in the near- and longer-term, by successfully executing on our strategic plan, to take advantage of the world’s growing demand for low-carbon biofuels and high-value 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 execute, 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 and adhering to a stock ownership and retention policy 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									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 blanket 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 sustainability 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


			2022			—Recommended and declassified the Board


			2023			—Appointed Independent Chairman of the Board to replace the Lead Independent Director position


			2025			—Appointed three individuals as independent members as part of the continuation of the Company's refreshment of its Board as they possess additive experience in key areas such as the agriculture and commodities sector, capital allocation, finance, long-term planning, and strategic reviews and transactions —Appointed new President and Chief Executive Officer, a non-independent member —Created Risk Committee effective February 25, 2025 —Created Strategic Planning Committee effective December 17, 2025



Environmental Stewardship As an ag-tech pioneer focused on reducing our carbon footprint, Green Plains is committed to protecting the planet's health for both present and future generations.			—Notable 2025 achievements in this area included: —Completed construction of three biogenic CO2 capture plants in Nebraska, aiming for carbon neutral operations by 2050 —Started producing ultra-low carbon ethanol and feed ingredients at our Nebraska plants —Began development of a Bioenergy with Carbon Capture and Storage Carbon Dioxide Removal project on the Gold Standard registry, a leader in the voluntary carbon market


Stakeholder Impact Green Plains recognizes the value of all who make our success possible. We endeavor to support and empower our employees, customers, suppliers and communities in all that we do.			—Notable 2025 achievements in this area included: —Maintaining high emphasis on employee health and safety —Board oversight of sustainability initiatives —Adherence to a strict Code of Ethics and ongoing compliance monitoring


			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, 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 and experience leading large, complex organizations and teams; —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 Nominating and Governance 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 officers' 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.


PROXY SUMMARY			7


PROXY SUMMARY			9


PROXY SUMMARY			11


CORPORATE GOVERNANCE			15



						Responsibilities of the Chairman of the Board

						The responsibilities of the Chairman of the Board are as follows:
						—Presides at all meetings of the Board —Is available, when appropriate, for consultation and direct communication with shareholders —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) Patrick Sweeney (1) Kimberly Wagner	Meetings in 2025: 6 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 47 of this Proxy Statement for the “Audit Committee Report.”



Compensation Committee	Members Brian Peterson (Chair) James D. Anderson Farha Aslam Steven Furcich (1)	Meetings in 2025: 5 The Compensation Committee consists of directors who are independent under the rules of NASDAQ and the SEC. Please see page 74 of this Proxy Statement for the “Compensation Committee Report.”



Nominating and Governance Committee	Members Kimberly Wagner (Chair) Carl Grassi (1) Martin Salinas Jr.	Meetings in 2025: 8 The Nominating and Governance Committee consists of directors who are independent under the rules of the NASDAQ and the SEC. In addition, the Nominating and Governance Committee met regularly on an informal basis during 2025 in connection with its oversight of the CEO succession process.



Risk Committee	Members Farha Aslam (Chair) James D. Anderson Brian Peterson	Meetings in 2025: 10 (1) The Risk Committee consists of directors who are independent under the rules of NASDAQ and the SEC.



Strategic Planning Committee	Members Steven Furcich (Chair) James D. Anderson Carl Grassi Patrick Sweeney	Meetings in 2025: None (1) The Strategic Planning Committee consists of directors who are independent under the rules of 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.



			Risk Committee			—Oversees the development and implementation of enterprise‑wide management framework, including identifying and assessing operational, regulatory, environmental, ESG, financial, commodity, and market risks. —Monitors financial and commodity risk management, including pricing volatility, hedging strategies, credit and liquidity risks, and capital structure. —Assists the Board in reviewing compliance, safety, and crisis preparedness, including environmental and safety compliance, whistleblower and fraud‑risk programs, and business continuity and emergency response planning.



			Strategic Planning Committee			—Evaluates strategic risks and opportunities and assists the Board in overseeing development and execution of the Company’s strategy and assessing external market, competitive, technological, and regulatory factors that may impact strategic direction. —Assesses financial and transactional risks related to capital allocation, capital structure, cost optimization, and strategic transactions such as mergers, acquisitions, joint ventures, investments, and asset dispositions. —Monitors execution risks by reviewing management’s progress on strategic plans and initiatives and reporting to the Board on performance relative to strategic objectives.



Oversight of Strategy			—The Board oversees the establishment and execution of the corporate 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.



Topics discussed with shareholders during 2025:

—Company strategy —Government policy —Inflation Reduction Act —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 2025, we connected with shareholders representing approximately:



What We Heard			What We Did

—Achieve operational excellence.			—Invested in efficiency capital and operational personnel, with 2025 average operating utilization at 94% capacity. —Achieved record ethanol yields and meaningful gains in protein and corn oil output. —Executed on a corporate reorganization and cost reduction initiative throughout 2025.
—Deliver on the CCS initiatives to drive shareholder value while delivering on sustainability goals.			—Successfully brought carbon capture systems online at all three Nebraska facilities, enabling the permanent sequestration of CO2. Reduced carbon intensity scores at other facilities.
—Enhance corporate governance to maximize shareholder value.			—Entered into a cooperation agreement with Ancora, one of our largest shareholders, and added three new independent directors to the Board in April 2025.



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, Risk and Strategic Planning 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 ($)
James D. Anderson, Chairman	110,000	-	-	-	110,000
Farha Aslam (2)	106,822	135,000	-	-	241,822
Steven Furcich (3)	65,072	154,600	-	-	219,672
Carl Grassi (4)	64,250	154,600	-	-	218,850
Ejnar A. Knudsen III (5)	39,000	-	-	-	39,000
Brian Peterson	100,000	135,000	-	-	235,000
Martin Salinas Jr.	110,000	135,000	-	-	245,000
Patrick Sweeney (6)	64,250	154,600	-	-	218,850
Alain Treuer (7)	39,000	-	-	-	39,000
Kimberly Wagner	105,000	135,000	-	-	240,000


	2025			2024
Audit Fees		$	2,594,832		$	2,715,227
Audit Related Fees		40,000			200,000
Tax Fees		30,037			204,607
All Other Fees		-			-
Total		$	2,664,869		$	3,119,834


			Todd A. Becker, 60 Former President and Chief Executive Officer (and Former Director)


			Michelle S. Mapes, 59 Former Interim Principal Executive Officer, Former Chief Legal and Administration Officer and Corporate Secretary


			Imre Havasi, 60 Senior Vice President - Head of Trading and Commercial Operations


			Grant D. Kadavy, 50 Former Executive Vice President Commercial Operations


			G. Patrich Simpkins Jr., 64 Former Chief Executive Officer - Fluid Quip


54			Executive Overview

57			How We Make Compensation Decisions

62			Pay Levels Peer Group