GREEN PLAINS INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant | |||||||||||
| CHECK THE APPROPRIATE BOX: | ||||||||
| ☐ | 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 | |||||||
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| 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 | |||||||
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1
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Letter from our Board of Directors
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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
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“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.” | ||||||||||
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2
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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Notice of Annual Meeting of Shareholders
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DATE AND TIME
10:00 a.m., Central Daylight Time, on Tuesday,
May 7, 2024
LOCATION
www.meetnow.global/MNVQDLQ
RECORD DATE
March 13, 2024
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Items of Business
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| Proposals |
Board Vote
Recommendation
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For Further
Details
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1.
To elect six directors to serve one-year terms that expire at the 2025 annual meeting
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Vote
FOR
all nominees
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u
Page 14
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2.
To ratify the selection of KPMG as the Company’s independent registered public accountants for the year ending December 31, 2024
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Vote
FOR
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u
Page 36
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3.
To cast an advisory vote to approve the Company’s executive compensation
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Vote
FOR
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u
Page 42
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| To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |||||||||||||||||||||||||||||||||||
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How To Vote
Whether or not you expect to attend the annual meeting online, we urge you to vote your shares via the following:
INTERNET
Go to:
www.envisionreports.com/GPRE
PHONE
Call our toll-free telephone number 1-800-652-VOTE (8683) within the USA, US Territories and Canada
MAIL
Sign, date and mail the proxy card in the envelope provided.
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The foregoing items are more fully described in the accompanying Proxy Statement. Each share of our Common Stock is entitled to one vote on all matters presented at the Annual Meeting. Dissenters’ rights are not applicable to these matters.
To provide a safe experience for our stockholders and employees, as well as to provide expanded access, improved communications and cost and time savings for our shareholders and the Company, we will once again conduct a virtual annual meeting. You will be able to attend and participate in the meeting by visiting
www.meetnow.global/MNVQDLQ,
where you will be able to listen to the meeting live, submit questions, and vote. To access the online meeting, you must have the information that is printed on the shaded bar area located on the reverse side of the Notice. A password is not required for this meeting.
By Order of the Board of Directors,
Michelle Mapes
Corporate Secretary
Omaha, Nebraska
March 28, 2024
Important Notice Regarding the Availability of Proxy Materials for Shareholder Meeting to be held on May 7, 2024.
Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Instead of mailing paper copies of our proxy materials, we sent shareholders the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 7, 2024, with instructions for accessing the proxy materials and voting via the Internet (the “Notice”) and attending the Annual Meeting online. The Notice, which was mailed on or around March 28, 2024, also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. The Notice, the Proxy Statement and our 2023 Annual Report may be accessed at
www.edocumentview.com/GPRE
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3
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Table of Contents
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4
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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Safe Harbor for Forward-Looking Statements
Any statements in this Proxy Statement that are not historical, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements made in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” “predict,” “may,” “could,” “should,” “will” and similar expressions, as well as statements regarding future operating or financial performance or guidance, business strategy, environment, key trends and benefits of actual or planned acquisitions. We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Certain statements contained in this Proxy Statement, particularly pertaining to our ongoing transformation into the biorefinery platform as well as sustainability performance, goals, and initiatives, are subject to additional risks and uncertainties, including regarding gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof. We will not undertake and specifically decline any obligation to update any forward-looking statements, except as required under applicable law.
Web Links
Web links throughout this document are provided for convenience only, and information on the company's website is not incorporated by reference into this Proxy Statement.
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5
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Proxy Statement
This Proxy Statement is provided to the shareholders of Green Plains Inc. in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at an Annual Meeting of Shareholders to be held at 10:00 a.m., Central Daylight Time, online at
www.meetnow.global/MNVQDLQ
on Tuesday, May 7, 2024, and at any adjournment or postponement thereof (the “Annual Meeting”).
Proxy Summary
This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider in deciding how to vote. You should read the Proxy Statement carefully before voting.
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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.
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Company Highlights
The Company operates three business segments: (1) ethanol production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.
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6
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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Transforming into the Biorefinery Platform of the Future
Green Plains is transforming from a traditional dry-mill ethanol producer into a sustainable biorefinery platform, innovating through ag-technology to produce higher-value products with stable cash flows, for tomorrow’s sustainable economy.
Investments in critical technology, infrastructure and strategic partnerships are driving progress to accelerate the transformation into the Biorefinery Platform of the Future.
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GREEN PLAINS 1.0
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TRANSFORMATION
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GREEN PLAINS 2.0
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Biorefinery Platform
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Ethanol
DDGs
Corn Oil
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Strategic Partnerships
MSC
TM
Technology
Creates Ultra-High Protein and enhances Corn Oil yields
Clean Sugar Technology™
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Ultra-High Protein
DDGs
Ethanol
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Carbon Capture
Renewable Corn Oil
Dextrose
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Strategic Growth Areas
Verticals positioned to capitalize on rapidly growing demand.
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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.
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Renewable Corn Oil
Responsible low-carbon feedstock for the high-growth renewable diesel and sustainable aviation fuel industries.
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Carbon Capture & Sequestration
Participating in large scale CCS projects to further reduce the carbon intensity of our biofuels and ingredients.
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Clean Sugar Technology
Low-carbon dextrose for a variety of biochemical, bioplastics, synthetic biology and food industries.
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PROXY SUMMARY
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7
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2023 Performance Highlights
Green Plains made significant progress across all aspects of our transformation in 2023, continuing the development of 60% protein sales; deploying the first-of-its-kind commercial-scale dry mill Clean Sugar Technology™ facility at Green Plains Shenandoah to begin commissioning during the first quarter of 2024; reaching record yields of renewable corn oil; diversifying our decarbonization strategy alternatives by committing our three Nebraska, four Iowa and Minnesota facilities to carbon capture and sequestration (CCS) projects; and starting development of a novel Sustainable Aviation Fuel technology through a joint venture, Blue Blade Energy, with United Airlines and Tallgrass.
Through these accomplishments and many others from 2023, we continue the transition into a sustainable, value-added ingredient producer that is less reliant on volatile commodities markets. We are expanding production of our high-value ingredients, attracting new partners and entering new markets.
Through our investments in innovation and technology, we are pursuing novel pathways to value creation for our shareholders, with a focus on managing risk and generating stable operating margins. We own and operate assets throughout the ethanol value chain: upstream, with grain handling and storage; through our ethanol production facilities; and downstream, with marketing and distribution services to reduce uncertainties.
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Achievements
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Began development of a novel Sustainable Aviation Fuel technology through a joint venture, Blue Blade Energy, with United Airlines and Tallgrass;
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Successfully completed full scale 60% protein production runs using Fluid Quip Technologies’ MSC™ system combined with biological solutions;
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Achieved record renewable corn oil yield across our platform;
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First-ever commercial deployment of Clean Sugar Technology™ at Green Plains Shenandoah to begin commissioning during the first quarter of 2024;
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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;
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Expanded protein sales to customers in North America, South America and Asia Pacific across multiple species;
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Announced technology collaboration with Equilon Enterprises LLC to deploy Shell Fiber Conversion Technology; and
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Completed acquisition of Green Plains Partners LP on January 9, 2024, with most of the efforts taking place during 2023.
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8
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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Board Highlights
Our Board of Directors
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Director
Since |
Committee
Membership |
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| Name and Primary Occupation | Age | AC | CC | NGC | ||||||||||||||||
| Director Nominees | ||||||||||||||||||||
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JAMES D. ANDERSON
Chairman of the Board
Chief Executive Officer, Molycop
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66 | 2008 |
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TODD A. BECKER
President and Chief Executive Officer, Green Plains Inc.
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58 | 2009 | |||||||||||||||||
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EJNAR A. KNUDSEN III
Founder and Chief Executive Officer, AGR Partners
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55 | 2016 | |||||||||||||||||
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BRIAN PETERSON
President and Chief Executive Officer, Whiskey Creek Enterprises
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60 | 2005 |
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ALAIN TREUER
Chairman and Chief Executive Officer, Tellac Reuert Partners and Chairman, Local Ocean France
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51 | 2008 |
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KIMBERLY WAGNER
Founder, TBGD Partners
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60 | 2020 |
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| Continuing Directors with Terms Expiring in 2025 | ||||||||||||||||||||
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FARHA ASLAM
Managing Partner, Crescent House Capital
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55 | 2021 |
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MARTIN SALINAS JR.
Former Chief Financial Officer, Energy Transfer Partners, LP
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52 | 2021 |
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IND
Independent Director
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| Chair |
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Member |
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AC
Audit Committee
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CC
Compensation Committee
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NGC
Nominating and Governance Committee
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PROXY SUMMARY
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9
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Board Snapshot
| INDEPENDENCE | AGE | DIRECTOR TENURE | DIVERSITY | ||||||||||||||
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88%
independent
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57
years average
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10.1
years average
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38%
diverse
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2/3
committee chairs are diverse
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| SKILLS AND EXPERIENCE | |||||||||||||||||
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EXECUTIVE
LEADERSHIP |
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INTERNATIONAL
BUSINESS |
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PUBLIC
COMPANY /CORP GOVERNANCE/ ESG |
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MERGERS &
ACQUISITIONS |
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EXECUTIVE
COMPENSATION |
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CAPITAL
MARKETS |
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INDUSTRIAL MFG
& INGREDIENT PROD |
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AUDIT/RISK/
CYBERSECURITY |
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COMMODITY
MARKETS/ MARKETING |
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LEGAL/
REGULATORY GOVERNMENT RELATIONS |
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STRATEGY
DEVELOPMENT |
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10
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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Key Skills &
Experiences |
Description of Skills and Explanation of Importance | ||||
Executive
Leadership |
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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.
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Public
Company/ Corporate Governance/ ESG |
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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.
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Executive
Compensation |
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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.
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Industrial
Manufacturing & Ingredient Production |
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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.
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Commodity
Markets/ Marketing |
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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.
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PROXY SUMMARY
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11
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Strategy
Development |
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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.
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International
Business |
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Global competition, international trade and product-related policies, and international activities can have a significant impact on our business.
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Mergers &
Acquisitions / Partnerships |
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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.
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Capital
Markets |
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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.
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Audit/Risk/
Cybersecurity |
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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.
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Legal/
Regulatory/ Government Relations |
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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.
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12
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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Corporate Governance Highlights
Our Company has a history of strong corporate governance. By evolving our governance approach considering best practices, our Board drives sustained shareholder value and best serves the interests of our shareholders.
What We Do
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What We Don’t Do
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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
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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
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| Corporate Governance Improvements | |||||||||||
| 2020 |
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Appointed diverse director
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| 2021 |
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Appointed two additional diverse directors
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Appointed Lead Independent Director
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Published governance guidelines with independent executive sessions
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Reviewed broadening scope for cyber and ESG oversight by annual charter
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Updated bylaws for proxy access and majority voting standard
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Lowered threshold for special meeting to 20%
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Rotated Committee chairs with two of the three Committee chairs diverse
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Proposed reduction of the board from nine to eight members by no later than the 2023 annual meeting
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| 2022 |
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Recommended and declassified the board of directors
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| 2023 |
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Appointed Independent Chairman of the Board to replace the Lead Independent Director position
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Downsized to eight directors, fulfilling commitment made to investors in 2021
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PROXY SUMMARY
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13
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Environmental Stewardship and Social Responsibility Highlights
Green Plains has transformed our business model to deliver on the rapidly expanding opportunities and crucial benefits of the emerging bioeconomy. We develop and increase renewable processes and products across our sustainable ingredients portfolio, and continue to enrich our social and governance foundations, in order to innovate solutions for a far-reaching set of stakeholders and our shared natural environment. Below are some highlights reflecting the impact we have in Environmental Stewardship and Social Responsibility.
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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.
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Notable 2023 achievements in this area included:
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Leveraged innovative technologies and partnerships to further decarbonize our platform.
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Made significant progress in goals related to energy efficiency, water management and sustainable sourcing.
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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.
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Achieved record renewable corn oil yield across our platform.
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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.
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Notable 2023 achievements in this area included:
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Enhanced an array of employee programs.
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Completed training on patented technologies.
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Made high-value capital investments in our local communities.
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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.
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14
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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Corporate Governance
In accordance with the General Corporation Law of the State of Iowa, our Third Articles of Amendment to Second Amended and Restated Articles of Incorporation, as amended (our “Charter”), and our Fifth Amended and Restated Bylaws (“Bylaws”), our business, property and affairs are managed under the direction of the Board.
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Proposal 1
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Election of Directors
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To be elected, each nominee for director must receive a plurality of all votes cast by the shares of Common Stock present in person (online) or represented by proxy and entitled to vote (assuming a quorum is present) with respect to that nominee’s election. Abstentions and broker “non-votes” will not be counted as a vote cast "for" or "against" with respect to a nominee.
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The Board recommends that stockholders vote
“FOR”
each of the nominees set forth in Proposal 1.
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The Board currently consists of eight members and is currently divided into two groups. Previously each group of directors was elected at each annual meeting of shareholders for a three-year term. Each year a different group of directors was elected on a rotating basis. At the 2022 annual meeting, there was a declassification of the board of directors such that each group going forward will serve one-year terms through a phase in period until 2025. Beginning with the 2025 annual meeting, all directors will be elected annually.
The terms of James D. Anderson, Todd A. Becker, Ejnar A. Knudsen III, Brian Peterson, Alain Treuer and Kimberly Wagner are up for election at the Annual Meeting (to serve until the 2025 annual meeting or until their respective successors shall be elected and qualified). The terms of Martin Salinas Jr. and Farha Aslam expire at the 2025 annual meeting, at which time they will be up for annual election.
Board Recommendation
The Board recommends that stockholders vote for each of the nominees outlined.
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CORPORATE GOVERNANCE
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15
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||||
Director Nominee Biographical Information and Experience
Nominees for Election at the 2024 Annual Meeting
|
James D. Anderson
Chairman of the Board
Chief Executive Officer, Molycop
Age:
66
Director Since:
2008
Committees:
Compensation
|
|||||||||||||||||||||||||
|
Director Qualifications
Mr. Anderson is qualified to serve as a director because of his commodity experience and agribusiness knowledge, which provides the Board with a relevant depth of understanding of our operations
.
Past Public Company Directorships
—
United Malt Holdings
|
Background
—
Chief Executive Officer of Molycop since November 2017
—
Served as Managing Director and Operating Partner at CHAMP Private Equity
—
Served The Gavilon Group, LLC as its President and Chief Executive Officer from October 2014 until February 2016 as well as its Chief Operating Officer, Fertilizer, since February 2010
—
Served as Chief Executive Officer and member of the board of directors at United Malt Holdings, a producer of malt for use in the brewing and distilling industries, from September 2006 to February 2010
—
Served as Chief Operating Officer / Executive Vice President of CT Malt, a joint venture between ConAgra Foods, Inc. and Tiger Brands of South Africa, beginning in April 2003
—
Served as Senior Vice President and then President of ConAgra Grain Companies
—
His career has also included association with the firm Ferruzzi USA and as an Operations Manager for Pillsbury Company
—
Served as a Board Member of the North American Export Grain Association and the National Grain and Feed Association
—
Holds a Bachelor of Arts degree with a Finance emphasis from the University of Wisconsin - Platteville
|
|||||||||||||||||||||||||
| Skills |
—
Industrial Mfg & Ingredient Prod
—
Commodity Markets/ Marketing
—
Strategy Development
|
—
International Business
—
M&A/Partnerships
—
Capital Markets
|
—
Audit/Risk/Cybersecurity
—
Legal/Regulatory/Gov’t Rel
—
Public Co/Corp Govern/ESG
|
—
Executive Leadership
—
Executive Compensation
|
||||||||||||||||||||||
|
16
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
|
Todd A. Becker
President and Chief Executive Officer, Green Plains Inc.
Age:
58
Director Since:
2009
Committees:
None
|
|||||||||||||||||||||||||
|
Director Qualifications
Mr. Becker is qualified to serve as a director because he provides an insider’s perspective about our business and strategic direction to Board discussions. His extensive commodity experience and leadership make him an essential member of the Board.
Current Public Company Directorships
—
Core Scientific Inc. (CORZ)
Past Public Company Directorships
—
Hillshire Brands Company (HSH)
—
Green Plains Partners LP (GPP)
|
Background
—
Our President and Chief Executive Officer since January 2009
—
Served as President and Chief Executive Officer, as well as a director, of Green Plains Holdings LLC from March 2015 to January 2024
—
Serves on the board of directors of Core Scientific Inc.
—
Served as our President and Chief Operating Officer from October 2008 to December 2008
—
Served as Chief Executive Officer of VBV LLC from May 2007 to October 2008
—
Executive Vice President of Sales and Trading at Global Ethanol from May 2006 to May 2007
—
Worked for ten years at ConAgra Foods, Inc. in various management positions, including Vice President of International Marketing for ConAgra Trade Group and President of ConAgra Grain Canada
—
Has 36 years of related experience in various commodity processing businesses, risk management and supply chain management, along with extensive international trading experience in agricultural markets
—
Mr. Becker has a Master’s degree in Finance from the Kelley School of Business at Indiana University and a Bachelor of Science degree in Business Administration with a Finance emphasis from the University of Kansas
|
|||||||||||||||||||||||||
| Skills |
—
Industrial Mfg & Ingredient Prod
—
Commodity Markets/ Marketing
—
Strategy Development
|
—
International Business
—
M&A/Partnerships
—
Capital Markets
|
—
Audit/Risk/ Cybersecurity
—
Legal/Regulatory/Gov’t Rel
—
Public Co/Corp Govern/ESG
|
—
Executive Leadership
|
||||||||||||||||||||||
|
CORPORATE GOVERNANCE
|
17
|
||||
|
Ejnar A. Knudsen III
Founder and Chief Executive Officer, AGR Partners
Age:
55
Director Since:
2016
Committees:
None
|
|||||||||||||||||||||||||
|
Director Qualifications
Mr. Knudsen is qualified to serve as a director because of his operating company and finance experience, as well as his agribusiness industry network and knowledge, which provides the Board with a relevant depth of understanding of our operations.
Current Public Company Directorships
—
Ridley Corporation Limited (RIC:AX)
|
Background
—
Founder and CEO of AGR Partners, and oversees the firm’s strategy with investments totaling over $400 million in food processors, manufacturers and agribusinesses
—
Co-portfolio manager of Passport Capital’s Agriculture Fund from 2009 to 2012
—
Served as EVP of Western Milling, a grain and feed milling company that grew from a small California startup to over $1 billion in sales
—
Spent 10 years with Rabobank, in its New York office, managing a loan portfolio and venture capital investments as well as providing corporate advisory services
—
Received his Bachelor of Science degree from Cornell University and is a CFA charter holder
|
|||||||||||||||||||||||||
| Skills |
—
Industrial Mfg & Ingredient Prod
—
Commodity Markets/Marketing
|
—
Strategy Development
—
International Business
|
—
M&A/Partnerships
—
Capital Markets
|
—
Audit/Risk/Cybersecurity
—
Executive Leadership
—
Public Co/Corp Govern/ESG
|
||||||||||||||||||||||
|
Brian Peterson
President and Chief Executive Officer, Whiskey Creek Enterprises
Age:
60
Director Since:
2005
Committees:
Compensation (Chair)
|
|||||||||||||||||||||||||
|
Director Qualifications
Mr. Peterson is qualified to serve as a director because of his ethanol and grain industry experience, which serves as an important resource to the Board.
|
Background
—
President and Chief Executive Officer of Whiskey Creek Enterprises
—
Served as our Executive Vice President in charge of site development from 2005 to October 2008
—
Sole founder and owner of Superior Ethanol LLC, which was acquired by us in 2006
—
For over twenty years, he has owned and operated grain farming entities, which now includes acreages in Iowa, Arkansas and South Dakota
—
Built, owns and operates a cattle feedlot in northwest Iowa
—
Has a Bachelor of Science degree in Agricultural Business from Dordt College
—
Investor in several other ethanol companies
|
|||||||||||||||||||||||||
| Skills |
—
Industrial Mfg & Ingredient Prod
|
—
Commodity Markets/ Marketing
|
—
Audit/Risk/ Cybersecurity
|
—
Executive Leadership
|
||||||||||||||||||||||
|
18
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
|
Alain Treuer
Chairman and Chief Executive Officer, Tellac Reuert Partners and Chairman, Local Ocean France
Age:
51
Director Since:
2008
Committees:
Audit, Nominating and Governance
|
|||||||||||||||||||||||||
|
Director Qualifications
Mr. Treuer is qualified to serve as a director because his business experiences, combined with his education and global acumen, allow him to provide unique operational insights to the Board.
|
Background
—
Chairman and Chief Executive Officer of Tellac Reuert Partners (TRP SA), a global investment firm, since 2005
—
Co-Founder and Executive Chairman of Local Ocean France, a land-based RAS fish farming company
—
Chairman of Trivon AG (Virgin Connect)
—
Chairman and Chief Executive Officer of TIGC, a global telecommunications company that he founded in 1992 and sold in 2001
—
Has approximately 36 years of experience as an entrepreneur in various industries around the globe
—
Has a Master’s degree in Business Administration from the Graduate School of Business at Columbia University in New York, a Bachelor of Economics degree from the University of St. Gallen in Switzerland, a Presidents’ Program in Leadership from Harvard Business School and is an active member of the Young Presidents Organization
|
|||||||||||||||||||||||||
| Skills |
—
Industrial Mfg & Ingredient Prod
—
Commodity Markets/ Marketing
—
Strategy Development
|
—
International Business
—
M&A/Partnerships
—
Capital Markets
|
—
Audit/Risk/ Cybersecurity
—
Public Co/Corp Govern/Corp ESG
|
—
Executive Leadership
|
||||||||||||||||||||||
|
CORPORATE GOVERNANCE
|
19
|
||||
|
Kimberly Wagner
Founder, TBGD Partners
Age:
60
Director Since:
2020
Committees:
Nominating and Governance (Chair), Audit
|
|||||||||||||||||||||||||
|
Director Qualifications
Ms. Wagner is qualified to serve as a director because of her extensive agribusiness and food/nutrition experience, which provides the Board with a relevant depth of understanding of our operations. Ms. Wagner is a scientist, entrepreneur and business leader with over two decades of experience advising companies on strategy and operational improvement in the agricultural, food and life sciences sectors with an emphasis in technology, sustainability, research and innovation, and new product development.
|
Background
—
Founder of TBGD Partners, a boutique firm providing expertise to early and mid-stage ventures in the agribusiness, food/nutrition and life sciences sectors
—
Former Venture Partner at Flagship Pioneering and President and Chief Operating Officer of CiBO Technologies, a Flagship VentureLabs company from 2018 to 2019
—
Former Partner at McKinsey & Co. from 2016 to 2018
—
Former Partner and Senior Partner at The Boston Consulting Group, Inc. from 2001 to 2015
—
Serves on the board of Frontier Co-Op and is a former director at SmithFoods, Inc.
—
Her accomplishments in client service have been acknowledged through multiple awards, including being named a Women Leader in Consulting by Consulting magazine in 2012
—
Holds certifications in Sustainability, ESG and Climate and Biodiversity
—
Alumni-elected member of Cornell University’s Board of Trustees and serves on the boards of several not-for-profit organizations with agricultural, sustainability and/or educational missions and is an active member of several national and international scientific societies
—
Holds a PhD in Biological Chemistry and Molecular Pharmacology from Harvard University, a Master of Science in Animal Science from Texas A&M University, and a Bachelor of Science with distinction in Biology and Animal Science from Cornell University
|
|||||||||||||||||||||||||
| Skills |
—
Industrial Mfg & Ingredient Prod
—
Strategy Development
|
—
International Business
—
M&A/Partnerships
|
—
Audit/Risk/Cybersecurity
—
Legal/Regulatory/Gov’t Rel
|
—
Public Co/Corp Govern/ESG
—
Executive Leadership
|
||||||||||||||||||||||
|
20
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Continuing Directors with Terms Expiring in 2025
|
Farha Aslam
Managing Partner, Crescent House Capital
Age:
55
Director Since:
2021
Committees:
Compensation
|
|||||||||||||||||||||||||
|
Director Qualifications
Ms. Aslam is qualified to serve as a director because of her extensive knowledge of the agriculture and ethanol industries, as well as her investor and financial knowledge from years working at a leading investment bank, providing the Board with valued industry experience.
Current Public Company Directorships
—
Pilgrim’s Pride Corporation (PPC)
—
Calavo Growers, Inc. (CVGW)
—
AdvanSix Inc. (ASIX)
|
Background
—
Managing Partner of Crescent House Capital
—
Previous experience includes service as Managing Director at Stephens Inc where she led the firm’s Food and Agribusiness equity research team. Previously she was a vice president at Merrill Lynch and a risk management advisor at UBS
—
In addition to the current public company directorships, also serves on the boards of Farmers Fridge, Packers Sanitation Services, Inc. and Saffron Road
—
Serves as a member of the audit and sustainability committees at Pilgrim's Pride and a member of the audit and compensation committees at AdvanSix
—
Has a Master’s degree in Business Administration from Columbia University and a Bachelor of Arts degree in Economics from the University of California
|
|||||||||||||||||||||||||
| Skills |
—
Industrial Mfg & Ingredient Prod
—
Commodity Markets/Marketing
—
Strategy Development
|
—
International Business
—
M&A/Partnerships
—
Capital Markets
|
—
Audit/Risk/ Cybersecurity
—
Legal/Regulatory/ Gov’t Rel
—
Public Co/Corp Govern/ESG
|
—
Executive Leadership
—
Executive Compensation
|
||||||||||||||||||||||
|
CORPORATE GOVERNANCE
|
21
|
||||
|
Martin Salinas Jr.
Former Chief Financial Officer Energy Transfer Partners, LP
Age:
52
Director Since:
2021
Committees:
Audit (Chair),
Nominating and Governance
|
|||||||||||||||||||||||||
|
Director Qualifications
Mr. Salinas is qualified to serve as a director because he possesses the requisite education and business acumen to serve as an audit committee financial expert along with having served on other boards as well as the CFO of another public company.
Current Public Company Directorships
—
NuStar Energy L.P. (NS)
Past Public Company Directorships
—
Noble Midstream Partners L.P. (NBLX)
—
Green Plains Partners LP (GPP)
|
Background
—
Former Chief Financial Officer of Energy Transfer Partners, LP, one of the largest publicly traded master limited partnerships from 2008 to 2015. Prior to that, he served as their controller and vice president of finance from 2004 to 2008
—
Serves as an audit committee member at NuStar Energy
—
Began his career at KPMG
—
Advisory council member of the University of Texas in San Antonio
—
Holds a Bachelor’s Degree in Business Administration from the University of Texas in San Antonio. He is a member of the Texas Society of Certified Public Accountants
|
|||||||||||||||||||||||||
| Skills |
—
Commodity Markets/Marketing
—
Strategy Development
|
—
M&A/Partnerships
—
Capital Markets
|
—
Audit/Risk/ Cybersecurity
—
Public Co/Corp Govern/ESG
|
—
Executive Leadership
—
Executive Compensation
|
||||||||||||||||||||||
Board Diversity Matrix
|
Total Current Number of Directors: 8
|
||
| Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||
| Part I: Gender Identity | ||||||||||||||
| Directors | 2 | 6 | – | – | ||||||||||
| Part II: Demographic Background | ||||||||||||||
| African American or Black | – | – | – | – | ||||||||||
| Alaskan Native or Native American | – | – | – | – | ||||||||||
| Asian | 1 | – | – | – | ||||||||||
| Hispanic | – | 1 | – | – | ||||||||||
| Native Hawaiian or Pacific Islander | – | – | – | – | ||||||||||
| White | 1 | 5 | – | – | ||||||||||
| Two or More Races or Ethnicities | – | – | – | – | ||||||||||
| LGBTQ+ | – | – | – | – | ||||||||||
| Did Not Disclose Demographic Background | – | – | – | – | ||||||||||
|
22
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Director Nomination Process
The Board is responsible for approving nominees for election as directors. To assist in this task, the Nominating and Governance Committee is responsible for reviewing and recommending nominees to the Board. This committee is comprised solely of independent directors as defined by the rules of NASDAQ and the SEC.
The Board has a policy of considering director nominees recommended by our shareholders. A shareholder who wishes to recommend a prospective board nominee for the Nominating and Governance Committee’s consideration can write to the Nominating and Governance Committee, c/o Michelle S. Mapes, Corporate Secretary, Green Plains Inc., 1811 Aksarben Drive, Omaha, NE 68106. In addition to considering nominees recommended by shareholders, our Nominating and Governance Committee also considers prospective board nominees recommended by current directors, management and other sources. Our Nominating and Governance Committee evaluates all prospective board nominees in the same manner regardless of the source of the recommendation.
|
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.
|
|||||
|
CORPORATE GOVERNANCE
|
23
|
||||
As set forth above, our Nominating and Governance Committee considers diversity as one of a number of factors in identifying nominees for director. The Committee adopted a policy in 2017 specifically addressing gender diversity whereby it resolved to ensure that when a vacancy arises on the Board, it will ensure the candidate pool always contains at least one diverse candidate specifically with respect to gender. Based on shareholder comments, the Committee evaluated ways to address gender diversity in particular, and after completing a search process, in October 2020, the Board appointed Ms. Wagner to the Board of Directors, in July 2021, the Board appointed Mr. Salinas to the Board of Directors, and in October 2021, the Board appointed Ms. Aslam to the Board of Directors.
Shareholders who wish to submit a proposal for inclusion of a nominee for director in our proxy materials must also comply with the deadlines and requirements of our Bylaws and of Rule 14a-8 promulgated by the SEC. Please see Shareholder Proposals in this Proxy Statement for more information regarding the procedures for submission by a shareholder of a director nominee or other proposals.
Leadership Structure
Board Leadership
The roles of the Chairman of the Board are as follows:
| 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.
|
||||||||
|
24
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Diversity and Refreshment
Based on investor feedback and the 2017 policy of the Board focused on diversity, the Board has increased its diversity so that over one-third of the Board is now diverse. Further, it placed two of its diverse directors in Committee leadership roles. In July of 2021, it refreshed the Board with four of its prior Board members retiring or otherwise resigning to allow for the appointment of new directors who brought age, gender and racial diversity to the Board.
| AGE | DIRECTOR TENURE | GENDER DIVERSITY |
RACIALLY/ ETHNICALLY
DIVERSE |
|||||||||||
|
|
|
|
Asian |
1
|
||||||||||
| Hispanic |
1
|
|||||||||||||
| Caucasian |
6
|
|||||||||||||
|
|
||||
Independent Directors
Under the corporate governance listing standards of NASDAQ and our committee charters, the Board must consist of a majority of independent directors. In making independence determinations, the Board observes NASDAQ and SEC criteria and considers all relevant facts and circumstances. The Board, in coordination with its Nominating and Governance Committee, annually reviews all relevant business relationships any director nominee may have with our Company. As a result of its annual review, the Board has determined that each of its current non-employee directors meet the independence requirements of NASDAQ and the SEC.
|
CORPORATE GOVERNANCE
|
25
|
||||
Committees of the Board
The Board has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee, each of which has a charter setting forth its responsibilities. Each charter can be found at
https://investor.gpreinc.com/governance/governance-documents
.
The tables which follow set forth committee memberships as of the date of this proxy:
|
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.”
|
||||||
Principal Responsibilities:
—
Provide assistance to the Board in fulfilling its responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices, and the quality and integrity of our financial reports, as well as oversight of the Company’s information technology, including cybersecurity practices.
—
Maintain free and open means of communication between the directors, the independent auditors and our management.
The Audit Committee continued its standing practice of meeting directly with our internal audit staff to discuss the current year’s audit plan and to allow for direct interaction between the Audit Committee members and our internal auditors. The Audit Committee also meets directly with our independent auditors.
The Audit Committee has oversight of management's efforts with respect to IT systems and cybersecurity. As part of this oversight, the company's IT leadership meets on a quarterly basis with the Audit Committee and on an annual basis with the Board. During these update meetings, IT leadership provides the Audit Committee and Board updates regarding any changes around our cyber defenses, ongoing IT initiatives, and emerging threats and plans to pro-actively encounter these threats.
The Audit Committee, which was established in accordance with section 3(a)(58)(A) of the Exchange Act, consists of directors who are independent under the rules of NASDAQ and the SEC. Mr. Salinas has been determined to be audit committee financial expert as defined in Rule 407(d)(5) of Regulation S-K.
|
26
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
|
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.”
|
||||||
Principal Responsibilities:
—
Establish our general compensation policy and, except as prohibited by law, may take any and all actions that the Board could take relating to compensation of directors, executive officers, employees and other parties.
—
Evaluate the performance of our executive officers.
—
Set compensation for directors and executive officers.
—
Make recommendations to the Board on adoption of compensation plans.
—
Administer our compensation plans, including choosing performance measures, setting performance targets and evaluating performance, in consultation with the Chief Executive Officer.
—
When evaluating potential compensation adjustments, the Compensation Committee solicits and considers input provided by the Chief Executive Officer relating to the individual performance and contribution to our overall performance by executive officers (other than himself) and other key employees.
As permitted by the Compensation Committee Charter, which is available on the Company’s website, the Compensation Committee retained the services of an independent compensation adviser to provide consulting services with respect to the Company’s executive compensation program. In 2021, the Compensation Committee engaged a new consultant, Pay Governance (“Pay Governance”), as its compensation adviser. Pursuant to the terms of its engagement by the Compensation Committee, Pay Governance provided advice regarding our executive compensation programs in relation to the objectives of those programs and provided information and advice on competitive compensation practices and trends, peer groups, and short term and long-term incentive plan designs. In its role as the Committee’s independent compensation consultant, representatives of Pay Governance engaged in discussions with the Compensation Committee and responded on a regular basis to questions from the Committee, providing them with their opinions with respect to the design of current or proposed compensation programs. Pay Governance reported directly to the Compensation Committee and the Committee retained the sole authority to retain or terminate their services.
In 2023, to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy, and to comply with Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, the Board updated its clawback policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws.
|
CORPORATE GOVERNANCE
|
27
|
||||
| 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.
|
||||||
Principal Responsibilities:
—
Recommend to the Board the slate of director nominees for election to the Board.
—
Identify and recommend candidates to fill vacancies occurring between annual shareholder meetings.
—
Review and address governance items.
—
Oversight of the Company’s sustainability initiatives.
The Nominating and Governance Committee has established certain broad qualifications in order to consider a proposed candidate for election to the Board. The Nominating and Governance Committee will also consider such other factors as it deems appropriate to assist in developing a Board and committees that are diverse in nature and comprised of experienced and seasoned advisors. These factors include judgment, skill, diversity (such as race, gender or experience), integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.
|
28
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Board Oversight
Risk Oversight
The Board and each of its committees are involved in overseeing risk associated with our Company.
|
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.
|
|||||||
Each committee provides the Board with regular, detailed reports regarding committee meetings and actions.
|
CORPORATE GOVERNANCE
|
29
|
||||
Strategic Oversight
The Board is elected by the shareholders to oversee their interests in the long-term performance and success of the Company’s business and financial performance. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareholders. The Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and proper governance. The Board selects the Chief Executive Officer and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.
|
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.
|
||||
Oversight of Strategy
Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties.
While the Board and its committees oversee strategic planning, Company management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. These boardroom discussions are enhanced with site visits from time to time, which provide Directors an opportunity to see strategy execution firsthand.
|
30
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
The Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset and a focus on assessing both opportunities for and potential risks to the Company.
Oversight of Risk
Inherent in the Board’s responsibilities is an understanding of and oversight of the various risks facing the Company. The Board does not view risk in isolation. Risks are considered in virtually every business decision. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk taking is essential for the Company to be competitive and to achieve the Company’s long-term strategic objectives. Effective risk oversight is an important priority of the Board. The Board undertakes to understand critical risks in the Company’s business and strategy; allocate responsibilities for risk oversight among the full Board and its committees; evaluate if the Company’s risk management and control processes are sufficient and functioning properly and to facilitate open dialogue between the Board and management on all aspects of risks facing the Company.
To learn more about risks facing the Company, you can review the factors included in Part I, "Item 1A. Risk Factors" in the Form 10-K. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to the Company also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.
Cybersecurity
The Company has implemented cyber defenses to safeguard the confidentiality, integrity and availability of our data. Our cybersecurity program follows the National Institute of Standards and Technology, as well as the Cybersecurity and Infrastructure Security Agency frameworks. Additionally, we follow federal and state statutory and regulatory guidance and have adopted internal policies and standards in alignment with these federal and state requirements. Furthermore, we collaborate with external experts, consultants and auditors in routinely evaluating and testing our information systems controls. We also perform an annual cyber table-top exercise with a regulatory agency to help us test and continue to develop our Cyber Incident Response Plan. The Audit Committee has oversight of management's efforts with respect to information technology (IT) and cybersecurity. The Audit Committee meets on a quarterly basis with our IT leadership to go over updates regarding any changes around our cyber defenses, ongoing IT initiatives, and emerging threats and plans to pro-actively encounter these threats. To date (including over the last three years), we have not identified a cybersecurity breach incident that would have a material impact on our business and consolidated financial statements. Management continuously monitors the effectiveness of our cybersecurity defenses. We invest in regular and ongoing cybersecurity training for our information technology department and company overall. For more information regarding our oversight of cybersecurity risks, please refer to Item 1C Cybersecurity in our most recent Annual Report on Form 10-K, which is incorporated herein by reference.
|
CORPORATE GOVERNANCE
|
31
|
||||
Sustainability Oversight
Our sustainability efforts focus on areas determined to be of greatest importance to both our business success and our key stakeholders. We identify our key sustainability areas of focus, or key topics, by assessing a wide range of information. This analysis guides our data collection, goal setting, strategy development and disclosure. Throughout this stakeholder-oriented, data-driven and forward-looking process, we communicate directly with key internal and external stakeholders, leverage environmental, social and governance (ESG) research and ratings, and vet our analysis against global sustainability frameworks and standards. The Board maintains oversight of all key topics including, but not limited to climate change and greenhouse gas emissions, natural capital and employee health and safety. The Nominating and Governance Committee of the Board holds primary oversight of key sustainability initiatives and strategy. The remaining committees provide oversight of certain key topics and areas of impact. For example, our Audit Committee is responsible for oversight of information security, cybersecurity and SEC reporting oversight. The day-to-day management and identification of key topics, including climate change, and their impacts, risks and opportunities is the responsibility of our internal ESG workgroup composed of associate, management and executive level employees. Our sustainability reporting is aligned with the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB) standards, UN Sustainable Development Goals and the Task Force on Climate-Related Financial Disclosures (TCFD). We are currently working toward alignment with the Task Force on Nature-Related Financial Disclosures (TNFD) framework. We also receive external third-party assurance of select data within our annual sustainability report, including climate-related metrics, from a third-
party assurance provider and have received validation of our near-term climate-related targets from the Science-Based Targets Initiative (SBTi).
| 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
|
||||
More information can be found in the Sustainability section of our website. Visit
https://gpreinc.com/who-we-are/sustainability
.
The information on our website is not incorporated by reference in this Proxy Statement.
|
32
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Investor Engagement
We are receptive to investor feedback as part of our robust shareholder engagement program. We participate in investor conferences, non-deal road shows and engage in one-on-one investor calls throughout the year. Our CEO, CFO and other members of our leadership team are available to investors. Feedback from investors is shared with the Board of Directors and the executive team at regularly scheduled meetings. Our engagement has focused on topics including our business strategy, ongoing initiatives, financial performance, and the execution of our transformation. We have incorporated feedback received through engagement with a number of our largest shareholders as well as guidelines published by shareholders and proxy advisory firms over the past year.
| 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.
|
||||
|
CORPORATE GOVERNANCE
|
33
|
||||
Other Governance Principles
Code of Ethics and Other Policies
The Board updated in 2021 the Company’s Code of Ethics to which all officers, directors and employees, who for purposes of the Code of Ethics are collectively referred to as employees, are required to adhere in addressing the legal and ethical issues encountered in conducting their work. The Code of Ethics requires that all officers, directors and employees avoid conflicts of interest, comply with all laws, rules and regulations, conduct business in an honest and fair manner, and otherwise act with integrity. All parties covered by the Code of Ethics are required to report any violations of the Code of Ethics and may do so anonymously by contacting the Company’s anonymous hotline at
https://gpreinc.alertline.com
. The Code of Ethics includes specific provisions applicable to the Company’s principal executive officer and senior financial officers. The full text of the code of ethics is published on our website in the “Investors and Media – Governance” section.
The Board also has adopted a Related Party Policy, which addresses our Company’s procedures with respect to the review and approval of “related party transactions” that are required to be disclosed pursuant to SEC regulations. The Code of Ethics provides that any transaction or activity in which the Company is involved with a “related party” (which is defined as an employee’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, or any person (other than a tenant or employee) sharing the household of an employee of ours, or any entity that is either wholly or substantially owned or controlled by an employee of ours or any of the foregoing persons and any trust of which an employee of ours is a trustee or beneficiary) shall be subject to review and approval by our Audit Committee so that appropriate measures can be put into place to avoid either an actual conflict of interest or the appearance of a conflict of interest.
We have also adopted a clawback policy in compliance with the new Exchange Act Rule 10D-1 and the corresponding Nasdaq listing standards that requires recovery of erroneously awarded incentive-
based compensation.
Meeting Attendance and Executive Sessions
During the fiscal year ended December 31, 2023, the Board held four regular meetings and 17 special meetings. Each of our directors attended at least 81% of all meetings held by the Board and committee meetings of the Board on which the applicable director served during the fiscal year ended December 31, 2023. The Board met in executive session, without management at each regularly scheduled meeting.
Director Education and Orientation
The Company provides an orientation and continuing education process for Board members to enable them to stay current on developments related to their Board and committee service. Educational opportunities may include courses, seminars, presentations, meetings with key management, and/or visits to Company facilities. The Nominating and Governance Committee is responsible for reviewing the Company's programs relating to director orientation and continuing education from time to time. The Company supports continuing education opportunities and reimburses Board members for the cost of continuing education programs.
| 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.
|
||||
|
34
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
The table below shows the meeting attendance for each director in 2023:
| Name | Board |
Audit
Committee |
Compensation
Committee |
Nominating and
Governance Committee |
Overall Attendance | ||||||||||||
|
Wayne Hoovestol,
Former Chairman (1) |
6 of 7
|
- | - | - |
|
||||||||||||
|
James D. Anderson, Chairman and Lead
Independent Director (2) |
19 of 21
|
3 of 3
|
7 of 7
|
- |
|
||||||||||||
| Farha Aslam |
21 of 21
|
- |
7 of 7
|
- |
|
||||||||||||
| Todd A. Becker |
21 of 21
|
- | - | - |
|
||||||||||||
| Ejnar A. Knudsen III |
17 of 21
|
- | - | - |
|
||||||||||||
| Brian Peterson |
21 of 21
|
- |
7 of 7
|
- |
|
||||||||||||
| Martin Salinas Jr. |
18 of 21
|
7 of 7
|
- | 4 of 4 |
|
||||||||||||
| Alain Treuer (3) |
21 of 21
|
4 of 4 | - | 4 of 4 |
|
||||||||||||
| Kimberly Wagner |
21 of 21
|
7 of 7
|
- | 4 of 4 |
|
||||||||||||
(1)
Mr. Hoovestol retired from the Board effective May 9, 2023.
(2)
Mr. Anderson became Chairman of the Board and was removed from the Audit Committee effective May 9, 2023.
(3)
Mr. Treuer was appointed as a new member of the Audit Committee effective May 9, 2023.
Communications with the Board
Shareholders and other interested parties who wish to communicate with the Board as a whole, or with individual directors, may direct any correspondence to the following address: c/o Corporate Secretary, Green Plains Inc., 1811 Aksarben Drive, Omaha, Nebraska 68106. All communications sent to this address will be shared with the Board, or the Board Chairman or any other specific director, if so addressed.
It is a policy of the Board to encourage, but not require, directors to attend each annual meeting of shareholders. All our directors virtually attended our 2023 annual meeting of shareholders.
Prohibition on Short-Term and Speculative Trading and Pledging
Our directors and officers who are subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are prohibited from holding company securities in a margin account or pledging company securities as collateral for a loan. Notwithstanding the foregoing, in 2024, the Company's Insider Policy was amended to clarify that pledging of Company common stock by a family member of an insider is not prohibited, if the applicable insider has disclaimed beneficial ownership of such shares and has not and does not share material, nonpublic information about the Company with such person.
|
CORPORATE GOVERNANCE
|
35
|
||||
Compensation of Directors
Upon the recommendation of the Compensation Committee, we compensate our non-employee directors through a retainer structure for knowledge of us and the industry in which we operate, serving in a stewardship role, preparing for and attending Board and committee meetings, and serving as Board leadership or a committee Chairperson. In August 2022, each non-employee director cash retainer was increased from $75,000 to $90,000 for serving on the Board, including serving on Board committees. In addition, the Chairman of the Board received a $20,000 retainer, the Audit Committee Chairman received a $20,000 retainer, the Compensation Committee Chairman received a $10,000 retainer and the Nominating and Governance Committee Chairwoman received a $15,000 retainer. Additionally, in August of 2022, annual individual restricted stock grants were increased from an award equal to $125,000 to $135,000 in value, as measured on the date of grant. Board members are also reimbursed for travel and other business-related expenses. A go-forward summary is as follows:
| 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 |
||||
On May 11, 2023, the Company’s non-employee directors each received a grant of 4,497 shares of restricted stock with an award value of $135,000 pursuant to the 2019 Equity Incentive Plan, as amended. The award vests and shares of Common Stock are issued after one year.
As an employee, Mr. Becker does not receive director compensation. See Summary Compensation Table for information on his compensation.
The following table sets forth certain information regarding the fees earned or paid in cash and stock awards granted to each outside director during the fiscal year ended December 31, 2023:
| Name |
Fees Earned or
Paid in Cash ($) |
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 | ||||||||||||
(1)
Amounts for “Stock Awards” reflect the aggregate grant date fair value of annual restricted stock grants pursuant to the Plan computed in accordance with ASC 718. On May 11, 2023, our non-employee directors, received a grant of restricted stock with an award value of $135,000, or 4,497 shares of restricted stock, which were outstanding as of December 31, 2023. This grant represents noncash compensation for Board service for the year following that date.
(2)
Effective May 9, 2023, Mr. Hoovestol retired from the Board and Mr. Anderson was appointed as new Chairman of the Board.
Stock Ownership Guidelines
The Board has adopted stock ownership guidelines to further align the interests of our non-employee directors with those of our shareholders, by requiring a minimum investment in the company Common Stock of 5x of their annual cash retainer. The Board has three years from joining the Board to come into compliance with these guidelines. For purposes of our stock ownership guidelines, while we do include unvested restricted stock awards, we do not include performance awards that have not vested.
|
36
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Audit Matters
|
Proposal 2
|
|||||||||||||||||
|
Ratification of Company’s Auditors
|
|||||||||||||||||
|
The ratification of the selection of KPMG as the Company’s independent auditors for the 2024 fiscal year must be approved by a majority of the votes cast by shares of Common Stock present in person (online) or represented by proxy and entitled to vote on the matter (assuming a quorum is present). Abstentions do not count as votes cast "for" or "against" Proposal 2. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will be permitted to vote your shares on Proposal 2 at their discretion.
|
|||||||||||||||||
|
The Board recommends that stockholders vote
“FOR”
the ratification of KPMG as our independent auditor for the 2024 fiscal year as set forth in Proposal 2.
|
|||||||||||||||||
The Board has assessed the performance and independence of KPMG LLP (KPMG) and recommends that KPMG be re-appointed as the Company’s auditors for the fiscal year ending December 31, 2024. KPMG has served continuously as our auditor since 2009. In determining whether to recommend the re-appointment of KPMG as the Company’s independent auditor, the Audit Committee considered various factors, including: KPMG’s performance on prior audits, and the quality and efficiency of the services provided by KPMG; an assessment of the firm’s professional qualifications, resources and expertise; KPMG’s knowledge of the Company’s business and industry; the quality of the Audit Committee’s ongoing communications with KPMG and of the firm’s relationship with the Audit Committee and company management; KPMG’s independence; the length of time the firm has served in this role; the impact on the Company of changing auditors; and data on audit quality and performance, including recent PCAOB reports on KPMG and peer firms. Considered together, these factors enable the Audit Committee to evaluate whether the selection of KPMG as the Company’s independent auditor, and the retention of KPMG to perform other services, will contribute to and enhance audit quality. Based on its evaluation, the Audit Committee believes that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interest of our shareholders. Accordingly, the Audit Committee has recommended, subject to ratification by the stockholders, that KPMG serve as the Company’s independent auditors for the fiscal year ending December 31, 2024. Representatives from KPMG are expected to be present virtually at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. Such representatives are also expected to be available to respond to appropriate questions.
Board Recommendation
The Board recommends that stockholders vote for the ratification of KPMG for the 2024 fiscal year.
|
AUDIT MATTERS
|
37
|
||||
Independence of Auditors
We have adopted policies and procedures for pre-approval of all audit and non-audit services to be provided by our independent auditor. It is our policy that the Audit Committee pre-approve all audit, tax and other non-audit services. A proposal for audit or non-audit services must include a description and purpose of the services, estimated fees and other terms of the services. To the extent a proposal relates to non-audit services, a determination that such services qualify as permitted non-audit services and an explanation as to why the provision of such services would not impair the independence of the independent auditor are also required.
All the services provided by KPMG during 2023 and 2022 were approved in advance by our Audit Committee. The Audit Committee has considered whether the provision of the services performed by our principal accountant is compatible with maintaining the principal accountant’s independence.
Auditors’ Fees
For the years ended December 31, 2023 and 2022, KPMG LLP was our independent auditor. The following table sets forth aggregate fees billed to us, including fees related to services rendered for Green Plains Partners LP, for professional services rendered by KPMG for the years ended December 31, 2023 and 2022:
| 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 | ||||||||||
Audit Fees.
Audit fees were for professional services rendered for the annual audit of our consolidated financial statements, quarterly reviews of our consolidated financial statements, reviews of our other filings with the SEC, and other fees that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements. Fees incurred in 2023 include consent fees associated with the merger of Green Plains Partners LP.
Audit-Related Fees.
Audit-related fees are for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements, other than those previously reported under audit fees. There were no audit-related fees billed by KPMG in 2023 or 2022.
Tax Fees.
Tax fees are for professional services, approved by the Audit Committee in advance, rendered for tax compliance, tax advice and tax planning.
All Other Fees.
All other fees include other products and services that are not otherwise disclosed. There were no other fees billed by KPMG in 2023 or 2022.
|
38
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Audit Committee Report
The Audit Committee, which was established in accordance with section 3(a)(58)(A) of the Exchange Act, currently consists of Messrs. Salinas (Chairman) and Treuer and Ms. Wagner, each of whom is independent under the rules of the NASDAQ and the SEC. Mr. Salinas has been determined to be an audit committee financial expert as defined in Rule 407(d)(5) of Regulation S-K.
Management is responsible for the Company’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s internal control over financial reporting and an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards and to issue reports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.
The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2023, which has primary responsibility for the financial statements. KPMG, the Company’s independent auditor for the year ended December 31, 2023, is responsible for expressing an opinion as to whether the Company’s audited consolidated financial statements are presented fairly in all material respects in conformity with generally accepted accounting principles. The Audit Committee met with KPMG and company management to discuss the Company’s financial reports. The Audit Committee discussed with KPMG the matters required to be discussed by AS 1301 Communication with Audit Committees, as may be modified or supplemented. Additionally, the Audit Committee received the written disclosures and the letter from KPMG required to be delivered to them under the applicable requirements of the Public Company Accounting Oversight Board regarding communications concerning independence, and the Audit Committee considered whether KPMG maintained its independence during the year ended December 31, 2023. Based on these discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s report on Form 10-K for the year ended on December 31, 2023.
Respectfully submitted,
Martin Salinas Jr., Chairman
Alain Treuer
Kimberly Wagner
Alain Treuer
Kimberly Wagner
|
39
|
|||||
Executive Officers
Our executive officers, their ages and their positions as of March 13, 2024, are as follows. Our executive officers serve at the discretion of the Board.
|
Todd A. Becker, 58
President and Chief Executive Officer (and Director) |
||||
—
Biographical information for Todd A. Becker, who also serves as one of our directors, is provided on Page 16 of this Proxy Statement
|
James E. Stark, 62
Chief Financial Officer |
||||
—
Chief Financial Officer since October 2022
—
Re-joined Green Plains in January 2022 after serving as Vice-President, Investors Relations at Darling Ingredients since 2019
—
Vice President Investor and Media Relations from February 2009 to December 2019
—
Served in various senior financial and commercial executive roles and has over 30 years of corporate communications, finance and logistical management experience
—
Has a Master's degree in Business Administration from the University of Phoenix and a Bachelor of Science degree in Economics from the University of Texas
|
James F. Herbert II, 50
Chief Human Resource Officer |
||||
—
Chief Human Resources Officer since October 2022
—
Vice President Finance and Operations for Capstone IT from 2018 to 2022
—
Held various HR leadership roles at Union Pacific Railroad from 2007 to 2018, including Assistant Vice President - HR Training and Development, Assistant Vice President - Human Resources and Assistant Vice President - Operations
—
Holds a Bachelor of Science in Business Administration with an emphasis in Marketing and HR Management from the University of Nebraska at Omaha
—
Also holds a Master's degree in Business Administration from the University of Nebraska Omaha and a Master of Science in Negotiations and Dispute Resolution from Creighton University School of Law
|
40
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
|
Grant D. Kadavy, 48
Executive Vice President Commercial Operations |
||||
—
Executive Vice President – Commercial Operations since October 2022
—
Held various executive positions at Darigold from 2016 to 2022, including Chief Commercial Officer, Chief Operating Officer and Chief Growth and Risk Officer
—
He also held various roles at Cargill from 1997 to 2016, including President of Cargill Americas and General Director, Mexico
—
Holds a Bachelor of Arts in Economics and Communication from St. Olaf College
|
Michelle S. Mapes, 57
Chief Legal and Administration Officer and Corporate Secretary |
||||
—
Chief Legal and Administration Officer and Corporate Secretary since January 2018
—
Board member of Green Plains Holdings LLC from November 2021 to January 2024
—
Executive Vice President – General Counsel and Corporate Secretary since November 2009 and General Counsel from September 2009 to 2018
—
Partner at Husch Blackwell LLP from 2006 to 2009, where she focused her legal practice almost exclusively in renewable energy
—
Serves on the Board and Executive Committee of the National Feed & Grain Association
—
Serves on the CFTC's Agricultural Advisory Committee
—
Chief Administrative Officer and General Counsel for HDM Corporation from 2005 to 2006
—
Senior Vice President – Corporate Services and General Counsel for Farm Credit Services of America from 2000 to 2005
—
Holds a Juris Doctorate, a Master’s degree in Business Administration and a Bachelor of Science degree in Accounting and Finance, all from the University of Nebraska – Lincoln
|
Chris G. Osowski, 45
Executive Vice President – Operations and Technology |
||||
—
Executive Vice President – Operations and Technology since January 2022
—
Vice President Global Technology at ADM from August 2020 to December 2021
—
General Director, Aston Startch Products, an ADM joint venture in Moscow, from July 2018 to August 2020
—
Director – India Operations, New Delhi at ADM from February 2015 to February 2017
—
Held several other senior level positions at ADM from August 2013 to January 2015
—
Held several senior level positions at Tate & Lyle from August 2008 to August 2013
—
Production Support Manager at Renewable Energy Group from March 2007 to August 2008
—
Technical Manager at Poet from September 2003 to March 2007
—
Has a Master's degree in Business Administration from Minnesota State University and a Bachelor of Science degree in Agriculture and Biosystems Engineering from North Dakota State University
|
EXECUTIVE OFFICERS
|
41
|
||||
|
G. Patrich Simpkins Jr., 62
Chief Transformation Officer |
||||
—
Chief Transformation Officer since October 2022
—
Chief Financial Officer from May 2019 to October 2022
—
Board member of Green Plains Holdings LLC from June 2015 to January 2024
—
Chief Development Officer from October 2014 to May 2019
—
Chief Risk Officer from October 2014 to October 2016
—
Executive Vice President – Finance and Treasurer from May 2012 to October 2014
—
Managing Partner of GPS Capital Partners, LLC, a capital advisory firm serving global energy and commodity clients, from 2008 to 2011
—
Chief Operating Officer and Chief Financial Officer of SensorLogic, Inc. from 2005 to 2008
—
Executive Vice President and Global Chief Risk Officer of TXU Corporation from 2001 to 2004
—
Served in senior financial and commercial executive roles with Duke Energy Corporation, Louis Dreyfus Energy, MEAG Power Company and MCI Communications
—
Has a Bachelor of Business Administration degree in Economics and Marketing from the University of Kentucky
|
Leslie van der Meulen, 46
Executive Vice President – Product Marketing and Innovation |
||||
—
Executive Vice President – Product Marketing and Innovation since May 2021
—
Responsible for the Company’s subsidiary Optimal Aquafeed, deployment of Clean Sugar Technology™ and the Shell Fiber Conversion Technology collaboration with Shell
—
Held various roles with the Company since 2013, focusing on innovation, animal nutrition and product development
—
Has 25+ years of experience in the global marketing and sales of value-added products, focused on both human and animal nutrition
|
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Executive Compensation
|
Proposal 3
|
|||||||||||||||||
|
Advisory Vote to Approve Executive Compensation
|
|||||||||||||||||
|
The say-on-pay vote is advisory and therefore not binding on our Company, the Compensation Committee or the Board. However, the Compensation Committee and the Board value the opinions of our stockholders and will carefully consider the outcome of the vote and take into consideration any concerns raised by stockholders when determining future compensation arrangements.
|
|||||||||||||||||
|
The Board recommends that stockholders vote
“FOR”
our executive compensation plan set forth in Proposal 3.
|
|||||||||||||||||
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K under the Securities Act and the Exchange Act, including the Compensation Discussion and Analysis, the Summary Compensation Table and related tables and disclosure, commonly known as a “say-on-pay” proposal. At our 2023 annual meeting, our stockholders supported an annual frequency for this advisory vote. As such, the Board has determined that our Company will hold this advisory vote on the compensation of our named executive officers each year.
As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program is designed to reward the achievement of specific annual, long-term and strategic goals and to align executives’ interests with those of our stockholders by rewarding performance above established goals with the ultimate objective of improving stockholder value. Stockholders are encouraged to read the Compensation Discussion and Analysis section of this Proxy Statement, beginning on page 43, for a more detailed discussion of our executive compensation program, including information about fiscal year 2023 compensation of our NEOs.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This say-on-pay proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. Accordingly, we will ask our stockholders to vote “FOR” adoption of the following resolution at the Annual Meeting.
Vote Required
Approval of the above resolution requires the affirmative vote of a majority of the votes cast by shares of Common Stock present in person (online) or represented by proxy and entitled to vote on the matter (assuming a quorum is present). Abstentions and broker non-votes, if any, do not count as votes cast "for" or "against" Proposal 3.
Board Recommendation
The Board recommends that stockholders vote for our executive compensation plan.
|
EXECUTIVE COMPENSATION
|
43
|
||||
Compensation Discussion and Analysis
The following discussion and analysis contain statements regarding future individual and company performance targets and goals. These targets and goals are disclosed in the limited context of our Company’s compensation programs and are not statements of management’s expectations or estimates of results or other guidance.
Our Compensation Discussion and Analysis describes the key features of our executive compensation program and the Compensation Committee’s approach in deciding fiscal 2023 compensation for our named executive officers (NEOs):
|
|
|
|
|
||||||||||||||||
|
Todd A.
Becker President and Chief Executive Officer (and Director) |
James E.
Stark Chief Financial Officer |
Grant D.
Kadavy Executive Vice President - Commercial Operations |
Michelle S.
Mapes Chief Legal and Administration Officer and Corporate Secretary |
G. Patrich
Simpkins Jr. Chief Transformation Officer |
||||||||||||||||
Executive Overview
The NEOs’ payouts under the 2023 annual incentive program considered the Company’s financial results, safety performance, achievement of key strategic initiatives and individual performance in 2023. As described further in the Compensation Discussion and Analysis (CD&A), the executive compensation program, through the use of equity-based awards, aligns the NEOs’ realizable compensation with the performance of our stock price.
Compensation Objectives and Philosophy
Our Compensation Committee has designed our executive compensation program to deliver pay that reflects corporate, business unit and individual performance that also aligns with the transformation plans of the Company for the creation of long-term value for our shareholders. As part of our compensation philosophy, we pay executive salaries that are competitive with the majority of compensation being “at-risk” through annual cash incentive and long-term equity awards. Our annual cash incentive plan provides an incentive to achieve financial and operational performance aligned with our business plan and the long-term strategy.
|
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Our Core Compensation Principles
|
Competitive and Market Based:
We attract and retain superior employees through an executive compensation program designed to provide a mix of base salary, target annual cash incentive awards and target long-term incentive program (LTIP) award values that are aligned with the Company’s transformation plans and are competitive with the target compensation levels offered by our Pay Levels Peer Group.
|
||||||||
|
Balanced Short- and Long-Term Focus:
We reward achievement of specific goals through our annual incentive award and LTIP awards, with approximately 88% of CEO 2023 annual target total compensation in incentive compensation and on average, approximately 71% of all other NEOs 2023 annual target compensation in incentive compensation at risk.
|
||||||||
|
Alignment with Shareholders:
Our short and long-term awards are based on the transformational initiatives of the Company necessary to build shareholder value and are coupled with robust stock ownership guidelines. We further review our annual say-on-pay results from our shareholders in assessing our pay structures.
|
||||||||
|
Pay for Performance:
We reward performance with quantifiable financial and operating initiatives, with sufficiently challenging upside opportunities on annual and long-term incentive compensation for exceeding target goals, balanced with reductions from target opportunities for performance below target goals. We tie payouts under the annual incentive plan to key financial objectives, as well as strategic, operational and individual performance, to focus executives on areas over which they have the most direct impact, while continuing to motivate decision-making that is in the best interests of our Company as a whole based on quantifiable performance goals established by the committee, with payouts determined after the committee reviews and certifies performance results. Performance awards, which comprise 50% of all long-term awards, are tied to three-year, forward-looking performance with vesting based on actual performance measured against performance goals established at the beginning of the performance period.
|
||||||||
Pay for Performance
The committee has designed our executive compensation program to deliver pay in alignment with corporate, business unit and individual performance primarily based on the following three factors, which in turn are expected to align executive pay with returns to shareholders over time:
—
Transformation of our Company, intended to create a platform delivering the stability of our Company’s earnings;
—
Achievement of key financial, operational and strategic objectives; and
—
The performance of our common stock.
The committee believes that our executive compensation program effectively aligns pay with performance based on the key factors discussed above, thereby aligning executive pay with returns to shareholders and creating a growth-oriented, long-term value proposition for our shareholders.
Executive Compensation Highlights
The committee has designed our executive compensation program to deliver pay in alignment with corporate, business unit and individual performance. A large portion of total direct compensation is “at-risk” through annual cash incentive and long-term equity awards. These awards are linked to actual performance and include a significant portion of equity. See charts on page 52 for more information regarding the target annual compensation mix for our CEO and other NEOs.
ONGOING MONITORING OF COMPENSATION BEST PRACTICES AND PROGRAMS IN A DYNAMIC ENVIRONMENT—OVERVIEW
Our Company has undergone diversification in the business over the last several years. As a result, and in response to our annual say-on-pay vote, the committee regularly conducts analysis of our compensation practices, and a thorough review of all aspects of our compensation strategies and program with the independent compensation consultant.
|
EXECUTIVE COMPENSATION
|
45
|
||||
FISCAL 2023 COMPENSATION ACTIONS AT A GLANCE
The following summarizes the key compensation decisions for the NEOs for fiscal year 2023:
Base salary:
The annual rate of base salaries of the CEO and other NEOs had no changes in 2023 or 2022, other than Mr. Stark who received a 14% increase effective March 1, 2023.
Annual Incentive Bonus:
For fiscal 2023, the Compensation Committee awarded annual bonuses ranging from 45% to 81% of each NEO’s target bonus. See the Annual Incentive Compensation section for a complete discussion of our performance measures, targets and performance for 2023 and annual bonuses awarded by the Committee for the year.
Long-Term Incentive Awards:
In March 2023, each of the NEOs was granted a combination of PSUs that cliff vest on the third anniversary of the grant date and RSAs which vest ratably over three years. Moreover, the PSUs granted in February 2021, February 2022 and March 2023 are subject to performance goals aligned with the Company’s strategic objectives and shareholder interests.
These compensation decisions are discussed in more detail in this Compensation Discussion and Analysis and shown in the Summary Compensation Table and Grants of Plan-Based Awards Table that follows.
2023 Performance Highlights
—
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, with construction nearing completion at Green Plains York; and
—
Completed acquisition of Green Plains Partners LP on January 9, 2024, with most of the efforts taking place during 2023.
Compensation Best Practices
In response to say-on-pay votes, best practices and investor input, we have implemented the following:
Special awards may be made to compensate new hires for equity they forfeit at their former employer or for targeted retention for critical and at-risk executives.
One-half of annual awards to executive officers under the LTIP is in the form of performance share units (PSUs) which vest based on the attainment of pre-established performance goals aligned to the long-term strategies of the Company.
We have a forward-looking performance measurement for our LTIP, with PSUs earned at the end of a three-year performance period.
We adopted a compensation recovery (clawback) policy to allow the Board to recover incentive compensation in connection with a material financial restatement.
We adopt separate metrics for our annual incentive bonus and LTIP programs.
We have stock ownership guidelines, and we prohibit stock pledging, as well as hedging transactions, for executive officers.
|
||
|
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|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
How We Make Compensation Decisions
Overview/Philosophy
The committee has designed our executive compensation program to serve several key objectives. In the chart below, we have summarized how the executive compensation program supports these executive compensation program objectives.
|
OBJECTIVE
|
PROGRAM DESIGN | ||||
|
Attract and retain
superior employees in key positions, with compensation opportunities that are competitive relative to the compensation offered to similarly situated executives at companies similar to us.
|
—
Provide a mix of base salary, target annual cash incentive awards and target LTIP award values that are aligned with the program’s principles and objectives and are competitive with the target compensation levels offered by our Pay Levels Peer Group.
—
Retention agreements are put in place for executives' retention requiring repayment of certain awards if there is a departure prior to the end of the calendar year of the award.
|
||||
|
Reward
the achievement of specific annual, long-term and strategic goals.
|
—
Provided approximately 88% of CEO 2023 annual target total compensation in incentive compensation and on average, approximately 71% of all other NEOs annual target compensation at risk, incentive compensation.
—
Provided sufficiently challenging upside opportunities on annual and long-term incentive compensation for exceeding target goals, balanced with reductions from target opportunities for performance below target goals.
—
Tied payouts under the annual incentive plan to key financial objectives, as well as strategic, operational and individual performance, to focus executives on areas over which they have the most direct impact, while continuing to motivate decision-making that is in the best interests of our Company as a whole.
—
Based annual incentive awards primarily on quantifiable performance goals established by the committee, with payouts determined after the committee reviews and certifies performance results.
—
PSUs granted as part of LTIP are tied to three-year, forward-looking performance with vesting based on actual performance measured against performance goals established at the beginning of the performance period.
|
||||
|
Align the interests
of our NEOs with those of our shareholders by rewarding strong company performance through the use of equity-based awards and a share ownership and retention policy, with the ultimate objective of improving shareholder value over time.
|
—
Tied payout of PSUs granted to our NEOs as part of LTIP to three-year, forward-looking performance based on performance goals consistent with the Company’s objectives.
—
Robust stock ownership guidelines.
|
||||
|
EXECUTIVE COMPENSATION
|
47
|
||||
Roles and Responsibilities
Compensation Committee
The committee has primary responsibility for overseeing our executive compensation program. The Board appoints the members of the committee. Additionally, the Board has determined that each member of the committee meets the applicable requirements for independence established by applicable SEC rules and the listing standards of the NASDAQ. The committee:
—
oversees our various compensation plans and programs and makes appropriate design decisions;
—
retains responsibility for monitoring our executive compensation plans and programs to ensure that they continue to adhere to our Company’s compensation philosophy and objectives; and
—
determines the appropriate compensation levels for all executives, including the NEOs.
The committee meets on a regular basis and has an executive session without members of management present at each regular committee meeting. The committee’s duties and responsibilities are described in its charter, which can be found on our website at
http://investor.gpreinc.com/corporate-governance
. The committee and the Board periodically review and, as appropriate, revise the charter.
As provided by its charter and discussed in greater detail below, the committee engages an independent compensation consultant to advise it on the design of our executive compensation program. The committee engaged Pay Governance to advise it in connection with the executive compensation program design in 2021. To determine the appropriate compensation levels, the committee considers, in conjunction with recommendations from its independent compensation consultant:
—
Total compensation paid to the NEOs;
—
Our Company’s long-term and short-term incentive program design and alignment with strategic and financial objectives;
—
Our Company’s performance, the industry in which we operate, the current operating environment, our relative total shareholder return performance and market compensation for similarly situated executives; and
—
How to balance short-term and long-term compensation to provide fair near-term compensation, to align executive pay with long-term shareholder value, and to avoid structures that would encourage excessive risk taking.
The committee periodically reviews our executive compensation program to ensure that it remains competitive and provides the proper balance between cash and equity, and between short-term and long-term incentive compensation. The committee’s regular analysis and refinement of the compensation program ensures continuing alignment of the elements of the compensation program with our Company’s business strategy and shareholder interests. During this process, the committee:
—
Evaluates the design of our compensation program to align pay and performance;
—
Evaluates the executive compensation program to ensure a continued nexus between executive compensation and the creation of shareholder value;
—
Seeks to ensure that our Company’s compensation programs remain competitive, including comparing the total direct compensation paid by our Company with that of our Pay Levels Peer Group;
—
Considers feedback received from our shareholders;
—
Consults as needed with its independent compensation consultant to review and refine the elements of our compensation programs to ensure that our executive compensation meets our stated objectives, is consistent with the Company’s compensation philosophy and aligns with contemporary market practice; and
—
Takes into consideration appropriate corporate transactions, if any, and the resulting impact on the size and complexity of our Company’s business.
In addition to its responsibilities for executive compensation plans and programs, the committee also evaluates and makes recommendations to the Board regarding our management and director compensation plans, policies and programs, and reviews benefit plans for management and other employees.
|
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|
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2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Role of Chief Executive Officer
The committee evaluates the performance of the Chief Executive Officer who, in turn, on an annual basis, reviews the performance of his direct reports, which include each of the NEOs other than himself. The Chief Executive Officer presents his conclusions and recommendations with respect to performance and pay, including recommendations with respect to base salary adjustments and incentive award amounts, to the committee. The committee considers this information and then exercises its judgment in adopting or modifying any recommended adjustments or awards to be made to the NEOs.
Use of an Independent Compensation Consultant
The Compensation Committee’s charter allows the committee to engage an independent compensation consultant to advise the committee on the design of our executive compensation. In 2021, the Committee engaged Pay Governance as the independent executive compensation consulting firm, to provide advice on peer groups, executive compensation benchmarking and our short-term and long-term executive compensation program design.
Pay Governance is engaged directly by, and is fully accountable to, the committee and does not provide advice to management. The committee has determined that Pay Governance is independent based on the independence factors provided by the SEC and NASDAQ.
Consideration of Say-On-Pay Vote
At our 2023 annual meeting, our shareholders approved our NEOs’ compensation, with approximately 95% of the votes cast in favor of our say-on-pay proposal.
The committee and the Board value input from our shareholders and will carefully consider the results of the say-on-pay vote and will continue to seek direct feedback from shareholders.
Compensation Program Improvements
In response to the results of previous say-on-pay votes and shareholder and proxy advisor feedback and to better align our NEO compensation program with our business strategy, our compensation program has been modified over time to enhance the alignment between executive compensation and the interests of our shareholders, as follows:
SIGNIFICANT ACTIONS TAKEN IN RESPONSE TO SAY-ON-PAY VOTES AND INVESTOR FEEDBACK
| WHAT WE HEARD | ACTIONS TAKEN | EFFECTIVE STARTING | ||||||
| Special Awards | ||||||||
Special awards should be reserved for limited circumstances
|
Special awards may be made to compensate new hires for equity they forfeit at their former employer or for targeted retention for critical and at-risk executives. Where special performance-based or retention awards are granted, they will generally vest over a longer period of time.
|
FY 2018 | ||||||
|
Plan Design
|
||||||||
|
A meaningful portion of the executive officers’ LTIP should vest based on performance
|
One-half of annual awards to executive officers under the LTIP will be in the form of performance share units (PSUs) which vest based on the attainment of pre-established performance goals.
|
FY 2018 | ||||||
|
EXECUTIVE COMPENSATION
|
49
|
||||
|
Market preference toward forward-looking performance measurement for LTIP
|
We have shifted from a backward-looking/trailing performance measurement to a
forward-looking performance measurement
for our LTIP, with PSUs earned at the end of a three-year performance period. The 2018 and 2019 PSUs vest 50% based on total shareholder return relative to a performance peer group and 50% based on the Company’s return on net assets (RONA). The 2020 PSUs vest based on achievement of key long-term measures associated with the transformation to Green Plains 2.0.
|
FY 2018 | ||||||
|
Eliminate excise tax gross-up provisions
|
Mr. Becker agreed to an amendment to his employment agreement to eliminate the excise tax gross-up provision regarding change in control benefits that had been in his agreement for a number of years.
|
FY 2018 | ||||||
|
Adopt a clawback policy
|
We adopted a compensation recovery (clawback) policy to allow the Board to recover annual or long-term incentive awards in connection with a material financial restatement. The policy was updated in November 2023 to require the Board to recoup certain executive incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements.
|
FY 2018
and FY 2023 |
||||||
|
Market preference toward consideration of total shareholder return (TSR) in incentive payouts
|
We
granted PSUs in 2018 and 2019, which utilize a relative TSR measure
, weighted 50%, to further align our NEOs’ interests with shareholder interests and expectations.
|
FY 2018 | ||||||
|
Separate metrics in incentive plans
|
We adopted separate metrics for our annual incentive bonus and LTIP programs.
|
FY 2018 | ||||||
|
Peer group update
|
We re-evaluated our compensation benchmarking peer group to better align with our Company following the completion of acquisitions and business evolution and introduced a new performance peer group for use with PSU awards.
|
FY 2016,
FY 2018, FY 2020, FY 2021, and FY 2022 |
||||||
|
Stock ownership guidelines and Pledging Policy
|
We have stock ownership guidelines with detailed procedures and we have always prohibited stock pledging, as well as hedging, transactions, and any Board members granted an exception were revoked in 2021. No future exceptions will be allowed.
|
FY 2011
FY 2021 and FY 2024 |
||||||
|
CEO Compensation
|
||||||||
Concern with level of CEO target and maximum bonus opportunity
|
We moved towards a more typical compensation mix beginning in 2018, increasing the CEO’s base salary, but maintaining a below market median salary and reducing his target annual incentive to 200% of salary and maximum annual incentive to 1.5x the target bonus.
|
FY 2018 | ||||||
|
50
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
|
Proxy Design
|
||||||||
|
Provide an executive summary in the Proxy Statement and discuss responsiveness to shareholder feedback
|
We have
improved our proxy disclosures
by including a proxy summary and an executive summary at the beginning of the Compensation Discussion and Analysis section of the Proxy Statement.
We have
expanded disclosures
on our shareholder input, practices, governance and ESG matters.
Re-designed the proxy layout to be more consistent with best practices and more user friendly.
|
FY 2017
and FY 2022 |
||||||
Use of Peer Companies in Setting Executive Compensation and Measuring Performance
Purpose
|
The committee uses peer group to assess executive compensation opportunities and competitive compensation (the "Pay Levels Peer Group").
|
||
As discussed in more detail below, our Company has a unique product offering that makes it difficult to establish a group of pay-level peer companies for evaluating the competitiveness of our NEOs’ compensation opportunities and for measuring our relative business performance. In particular with the Company’s transformation, it continues to be challenging to identify appropriate peers for our business performance among companies in our S&P 8-digit and 6-digit Global Industry Classification Standard (GICS) codes, as many of the companies in those GICS codes that are of roughly similar size are exclusively energy focused, or manufacture, market, and distribute food for human consumption. These latter companies typically use agricultural commodities as ingredients in their products, and as a result these companies would typically experience reduced performance when these commodity prices rise. In contrast, our products are not generally for human consumption and our product prices generally track the performance of an identified group of agricultural commodities. As those agricultural commodities prices rise, our financial performance will generally improve, and conversely, as those commodities prices fall, our financial performance will generally be negatively impacted. As a result, our Company tends to operate in opposite economic cycles from many of the other food or agricultural-related companies in our general GICS codes.
The Compensation Committee, in consultation with Pay Governance, updated the selected companies for the Pay Levels Peer Group. The Pay Levels Peer Group has one or more of the following characteristics: (i) similar in size and financial performance to us, in particular market capitalization (ii) within a relevant industry group (including companies engaged in the production of ethanol, alternative fuels or gasoline oxygenates as well as the marketing and distribution of such fuels and increasingly so, companies engaged in the processing of agriculture products and or in specialty chemicals), (iii) considered competitors to us according to analysts and advisory firms and other selection criteria. The composition of the peer group is periodically reviewed and, if appropriate, updated to ensure continued relevancy and to account for mergers, acquisitions, divestitures or other business-related changes that may occur. The committee believes that it is appropriate to use companies that are generally similar in size to our Company for pay comparisons.
The committee uses competitive pay information derived from the Pay Levels Peer Group to generally inform its compensation decisions but does not formulaically benchmark based on this data. The committee generally sets target levels of annual total direct compensation for the NEOs within a competitive range of the market median at the Pay Levels Peer Group. The committee considers each executive’s experience, responsibilities, performance and internal equity when setting compensation opportunities. Where company performance is strong, executives can earn above median compensation. Where company performance is weaker, compensation will be below the market median.
|
EXECUTIVE COMPENSATION
|
51
|
||||
Pay Levels Peer Group
The following companies comprised the Pay Levels Peer Group used to inform 2023 pay decisions.
|
Pay Levels Peer Group
|
||||||||
|
Amyris, Inc.
Clean Energy Fuels Corporation
CVR Energy, Inc.
Darling Ingredients Inc.
Delek US Holdings, Inc.
Denbury Resources Inc.
H.B. Fuller Company
Ingredion Incorporated
Koppers Holdings Inc.
New Market Corporation
Par Pacific Holdings, Inc.
Talos Energy Inc.
The Andersons, Inc.
|
||||||||
|
52
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Components of Our Compensation Programs
The following charts illustrate the mix of total direct compensation elements for our NEOs at target performance. These charts demonstrate our executive compensation program’s focus on variable, performance-based cash and equity-based compensation through long-term equity awards and annual cash incentive awards.
Executive Compensation Snapshot
The following chart illustrates the mix of total direct compensation elements for our CEO at target performance.
| CEO | AVG. OTHER NEOs | ||||
|
|
||||
|
EXECUTIVE COMPENSATION
|
53
|
||||
| FIXED | VARIABLE | |||||||||||||||||||
| LONG-TERM INCENTIVE COMPENSATION | ||||||||||||||||||||
| BASE SALARY | ANNUAL INCENTIVE COMPENSATION | RSAs | PSUs | |||||||||||||||||
| CEO TARGET PAY MIX |
|
|
|
|
||||||||||||||||
| NEO TARGET PAY MIX |
|
|
|
|
||||||||||||||||
Base Salary
Our Company provides NEOs with a base salary to compensate them for services rendered during each fiscal year. Base salary ranges for NEOs are determined for each executive based on the executive’s position and responsibility by using market data supplied by the committee’s independent compensation consultant. Base salary is designed to be competitive when compared with similar positions within the Pay Levels Peer Group. The committee periodically reviews base salaries of senior executives, including the NEOs, to determine if adjustment is necessary based on competitive practices and economic conditions. Base salary for senior executives will also be reviewed and adjustments may be made based on individual performance and the individual’s skills, experience and background.
The chart below summarizes the annual base salary of our NEOs for fiscal 2023 and 2022:
| Name |
Fiscal 2022
Annual
Salary |
Fiscal 2023
Annual
Salary |
Percentage
Increase |
||||||||||||||
| Mr. Becker |
|
$ | 800,000 |
|
$ | 800,000 |
0%
|
||||||||||
| Mr. Stark (1) | $ | 350,000 | $ | 400,000 | 14.3% | ||||||||||||
| Mr. Kadavy (1) |
|
$ | 380,000 |
|
$ | 380,000 |
0%
|
||||||||||
| Ms. Mapes |
|
$ | 420,000 |
|
$ | 420,000 |
0%
|
||||||||||
| Mr. Simpkins | $ | 450,000 |
|
$ | 450,000 |
0%
|
|||||||||||
(1)
Effective March 1, 2023, Messr. Stark's annual base salary was increased to $400,000, and effective March 1, 2024, Messr. Stark's and Kadavy's annual base salary was increased to $500,000 and $425,000, respectively.
|
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|
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|
||||
Annual Incentive Compensation
Overview
To motivate performance and reward the achievement of critical objectives, each of our NEOs was provided with an annual incentive award opportunity for fiscal 2023.
The annual incentive program advances our pay-for-performance philosophy by providing participants with annual bonus opportunities linked to the achievement of specific performance goals. The annual incentive program is designed to:
—
Reinforce the Company’s goal-setting and strategic planning process;
—
Recognize the efforts of management in the achievement of key financial, operational and strategic objectives; and
—
Aid in attracting and retaining executive management, thus ensuring the long-range success of the Company.
The Compensation Committee sets objective performance measures for the Company as a whole and establishes corresponding performance goals for each participant under the annual incentive program, including our NEOs. In structuring the performance measures and goals, the Compensation Committee sets targets for achieving those goals:
—
Minimum threshold
before any annual performance bonus can be earned;
—
Target
goal to incentivize a specific desired performance level; and
—
Maximum goal,
which requires an appropriate level of stretch for a maximum bonus to be earned.
After the end of the fiscal year, the Compensation Committee determines whether the performance goals have been attained and approves any cash payment amount based upon the level of achievement of the annual performance goals. The Compensation Committee also evaluates each executive’s performance for the year and determines their overall cash performance bonus based on an assessment of their performance, among other things, against the following objectives:
—
Leadership and company strategy;
—
Business performance and development;
—
Accomplishment of strategic objectives;
—
Commitment to development of management;
—
Growth initiatives; and
—
Financial and operational objectives.
Annual Incentive Award Opportunities
In early 2023, the Compensation Committee established target annual incentive award opportunities for the NEOs for 2023, as summarized in the table below:
| Executive |
Target Cash Bonus as a
Percent of Base Salary
|
Potential Award Range as a
Percent of Base Salary
|
||||||
| Mr. Becker | 200% | 0 – 300% | ||||||
| Mr. Stark | 80% | 0 – 200% | ||||||
| Mr. Kadavy | 80% | 0 – 200% | ||||||
| Ms. Mapes | 80% | 0 – 200% | ||||||
| Mr. Simpkins | 80% | 0 – 200% | ||||||
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|
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|
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Annual Incentive Award Formula
In 2023, the Compensation Committee approved the following performance measures, weighting and goals, and corresponding payouts, for use in determining payouts under the 2023 annual incentive program:
| Objective | Weighting |
Threshold
Performance /
50% Payout
|
Target
Performance /
100% Payout
|
Maximum
Performance /
200% Payout (1)
|
|||||||||||||||||||
| Transformational EBITDA | 37.5% | $160 million | $210 million | $260 million | |||||||||||||||||||
| Safety (2) | 2.5% | 57 | 60 | 63 | |||||||||||||||||||
| Environmental | 2.5% | 29 | 30 | 31 | |||||||||||||||||||
| Run Rate (mm gal/year) | 5% | 800 | 877 | 893 | |||||||||||||||||||
| ESG - ISS Scoring | 2.5% | 3.00 | 2.67 | 2.33 | |||||||||||||||||||
| Renewable Corn Oil, Protein and Ethanol Yields | 5% | Earned based on various performance targets for each product | |||||||||||||||||||||
| Other Operating Initiatives | 25% | Earned based on various quantitative metrics for each operating initiative (3) | |||||||||||||||||||||
| MBOs / Individual Performance | 20% | Earned through MBO attainment | |||||||||||||||||||||
(1)
The maximum potential payout for each measure (as a % of the weighting at target) is 200% of target.
(2)
The plant safety goal is comprised of 11 different safety metrics inclusive of lost time, timeliness of incident reporting, safety training, completion of safety drills, environmental plan review and training, environmental incident, third party audit close outs, process safety management compliance, development of standard operating procedures (SOPs), for maintenance, and for rail, SOP training, other on the job training requirements and compliance with the Food Safety Modernization Act. Safety is measured on a point basis with a base line score of 100 with deductions for not meeting safety objectives.
(3)
Other operating initiatives include multiple initiatives including but not limited to new protein or strategic partnerships, Clean Sugar build progress, operating expense per gallon, FQT's third party sales, and SG&A expenditures. Each operating initiative has quantitative metrics.
Each measure is separately weighted and if performance falls between the specified performance levels, the payout earned will be determined using straight-line interpolation (for those measures with threshold, target and maximum performance goals).
The performance levels, aggregate performance required to earn a payout at each level and corresponding payouts for the NEOs are summarized in the table to the right:
| Level of Attainment |
Payout as a % of the
Target Bonus (All NEOs except CEO) |
Payout as a %
of the Target Bonus (CEO) |
||||||
| Threshold | 50% | 50% | ||||||
| Target | 80% | 200% | ||||||
| Maximum | 200% | 300% | ||||||
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Determination of Payouts
Following the end of 2023, the Compensation Committee assessed the Company’s performance on the measures above and each of the NEOs individual performance, and determined the payout earned.
| Company Objective | Weighting | Threshold Performance | Target Performance | Maximum Performance (1) | ||||||||||
| Transformational EBITDA |
|
|
||||||||||||
| Safety |
|
|
||||||||||||
| Environmental |
|
|
||||||||||||
| Run Rate (mm gal/year) |
|
|
||||||||||||
| ESG - ISS Scoring |
|
|
||||||||||||
| Renewable Corn Oil, Protein and Ethanol Yields |
|
Earned based on various performance targets for each product (2) | ||||||||||||
| Other Operating Initiatives |
|
Earned based on various quantitative metrics for each operating initiative (3) | ||||||||||||
|
Individual Performance
|
||||||||
| MBOs |
|
Earned on an individual basis
|
||||||
(1)
The maximum potential payout for each measure (as a % of the weighting at target) is 200% of target.
(2)
The Company achieved these performance measures at an average of 90% of target.
(3)
The Company did not achieve these metrics for three of the five initiatives and no payout resulted from these categories. The Company achieved a payout of 6.5 out of 10 target points on the other two initiatives.
|
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|
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|
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The Board and Compensation Committee determined the following executive officers met the aforementioned objectives with the following accomplishments:
Chief Executive Officer (CEO)
—
Continues to lead all aspects of the company’s transformation, repositioning the Company’s biorefineries to include four pillars-protein, oil, sugar, and carbon;
—
Guided the expansion of protein sales to customers in North America, South America, and Asia Pacific across multiple species;
—
Accelerated the deployment of Clean Sugar Technology™ Infrastructure-inclusive of technology and the commercialization plan;
—
Led company to continued overall improvement in safety performance, including an improved OSHA Incident Rate;
—
Provided effective leadership to guide multiple joint venture and partnership opportunities, including the building of the MSC™ High-Protein facility with Tharaldson Ethanol and disruptive technology solutions with Shell, United Airlines, and Tallgrass; and
—
Proactively led ongoing stakeholder engagement efforts, including events for customers, investors, employees, media, and prospective employees.
Chief Financial Officer (CFO)
—
Evolved our financial planning and analysis capabilities to support all aspects of the transformation of our business;
—
Led the implementation of the initial stages of our new accounting system;
—
Ensured a proactive engagement strategy with our investors, inclusive of guiding our Inflation Reduction Act Teach-In;
—
Drove the development of a strategic financing plan to guide the company through its next five years of growth; and
—
Provided leadership to the team through the merger agreement with Green Plains Partners LP.
Executive Vice President - Commercial Operations
—
Provided leadership for our commercial team, driving change and talent enhancement consistent with the needs of our evolving business;
—
Led the engagement of prospective customers in our key strategic growth areas;
—
Actively engaged cross functionally in multiple efforts to ensure quality product and service delivery for our customers across all aspects of our product portfolio;
—
Developed and deployed an integrated business planning process across the commercial organization, aligning short-term objectives with long-term strategic priorities; and
—
Guided and oversaw the high-protein commercialization plan execution, enabling record production volumes.
Chief Legal and Administration Officer
—
Leading a company-wide cross-functional team to progress our ESG and renewable fuel initiatives;
—
Successfully led a number of litigation matters for the company;
—
Provided proactive guidance to multiple stakeholder relations matters, including our government relations efforts;
—
Continued to lead the resolution of insurance matters;
—
Delivered leadership of the Green Plains Partners LP merger; and
—
As Corporate Secretary, led activities to continue fostering adherence to the highest standards of corporate governance.
Chief Transformation Officer (CTO)
—
Provided leadership to a portfolio optimization review, inclusive of the divestiture of Atkinson;
—
Provided cross-company support to commercial, operational, and financial company transformation initiatives; and
—
Led development and operations of the company’s public terminal operations business Green Plains Partners LP.
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|
||||
The Compensation Committee determined, after consultation with its independent compensation consultant, that based on Company performance as described above, as well as strong performance on Operating Initiatives, and the NEOs’ contributions and achievement of their individual objectives as described above, to award the following bonuses for 2023, which ranged from 45% to 81% of each NEO’s 2023 target bonus, as illustrated in the table below:
| Executive |
Fiscal 2023
Target Bonus Opportunity |
2023 Bonus |
Payout as
a Percent of Target |
||||||||||||||
| Mr. Becker | $ | 1,600,000 | $ | 725,000 | 45% | ||||||||||||
| Mr. Stark | $ | 320,000 | $ | 260,000 | 81% | ||||||||||||
| Mr. Kadavy | $ | 304,000 | $ | 201,000 | 66% | ||||||||||||
| Ms. Mapes | $ | 336,000 | $ | 273,000 | 81% | ||||||||||||
| Mr. Simpkins | $ | 360,000 | $ | 211,000 | 59% | ||||||||||||
Notably, in the case of our Chief Executive Officer, the annual bonus awarded (45% of his target bonus) is below his target payout. The Compensation Committee believes that the 2023 bonuses properly reflect the Company’s performance and each executive’s contributions during the year and are consistent with our compensation philosophy and objectives.
Long-Term Incentive Compensation
Overview
Each of our NEOs was provided with long-term incentive award opportunities for fiscal 2023 that were tied to our performance. The principal objectives of the LTI awards are to (i) motivate our NEOs to drive sustained long-term shareholder value creation, (ii) grant award opportunities that are based on the competitive market, but then adjusted for our performance, and (iii) provide the NEOs with equity ownership opportunities that will further enhance their alignment with our shareholders’ interests. The Compensation Committee believes that providing long-term equity-based awards incentivizes executives to balance short- and long-term decisions, which helps to mitigate excessive risk-taking by our executives.
Grants are generally made in the first quarter of each year; however, in limited, special situations, long-term incentive awards may be granted at other times to attract new executives and to retain existing executives.
Type and Incentive Mix
For 2023, the NEOs’ awards were granted 50% in PSUs, which vest on the third anniversary of the grant date, with the balance in service based RSAs, which vest ratably over the three-year period following the date of grant.
| LTI Incentive Mix | Year 1 | Year 2 | Year 3 | Year 4 | |||||||||||||
|
RSAs | Grant | One Third Vests | One Third Vests | One Third Vests | ||||||||||||
|
PSUs |
|
Earned | ||||||||||||||
Performance Share Unit Awards.
PSUs are tied to our Company’s long-term strategic objectives to ensure that our NEOs’ compensation is directly linked to the achievement of sustained long-term operating performance and expected, resulting stock price performance. Reflective of the desire to align the NEOs with achievement of our business strategy and Green Plains 2.0, the Committee determined that 2023 PSU awards would be earned based on achievement of key initiatives (as described on page 57 of the proxy) for a three-year performance period. Shares not earned in each performance period expire and are forfeited. PSUs are also subject to potential forfeiture if an executive terminates their employment prior to vesting.
|
EXECUTIVE COMPENSATION
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59
|
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Grants
The 2023 RSA awards and PSU awards granted to the NEOs are summarized in the tables below:
| Executive |
Number of
Shares |
Award Value (1) |
Award as a % of
Annual Base Salary |
|||||||||||||||||||||||||||||
| RSAs | PSUs | RSAs | PSUs | RSAs | PSUs | |||||||||||||||||||||||||||
| Mr. Becker | 60,589 | 60,589 | $ | 2,100,000 | $ | 2,100,000 | 263% | 263% | ||||||||||||||||||||||||
| Mr. Stark | 10,099 | 10,099 | $ | 350,000 | $ | 350,000 | 89% | 89% | ||||||||||||||||||||||||
| Mr. Kadavy | 10,099 | 10,099 | $ | 350,000 | $ | 350,000 | 92% | 92% | ||||||||||||||||||||||||
| Ms. Mapes | 8,656 | 8,656 | $ | 300,000 | $ | 300,000 | 71% | 71% | ||||||||||||||||||||||||
| Mr. Simpkins | 10,099 | 10,099 | $ | 350,000 | $ | 350,000 | 78% | 78% | ||||||||||||||||||||||||
(1)
Based on the closing price of our stock on March 9, 2023 of $34.66/share.
Metrics
The performance levels and corresponding payouts established for the Company’s Performance Goals described below with respect to the 2023 PSU awards are summarized in the table below:
| Performance Level |
Payout % of Target
Number of PSUs Earned |
||||
| Maximum | 200%* | ||||
| Target | 100 | % | |||
| Threshold | 50 | % | |||
* In 2023 and 2022, the Company's CEO has a maximum opportunity of 200% of the target number of PSUs with further stretch Performance Goals necessary for achievement of such levels, as described below. In 2020 and 2021, the Company’s CEO and former CFO had a maximum opportunity of 300% of the target number of PSUs with further stretch Performance Goals necessary for achievement of such levels, as described below. If performance falls between the threshold and the specified performance levels, payouts will be interpolated as determined by the Compensation Committee at its discretion.
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The Performance Goals for the 2023 LTI awards granted in March 2023 set by the Compensation Committee are as follows:
| Threshold - 50% vesting | Target - 100% vesting |
Max - 200% vesting
|
||||||
| EBITDA of a specified amount |
EBITDA of an amount that is 35% greater than the threshold
|
EBITDA of an amount that is 80% greater than the threshold
|
||||||
| MSC ROI of a specified amount |
MSC ROI that is 25% greater than the threshold
|
MSC ROI that is 50% greater than the threshold
|
||||||
| Sugar ROI of a specified amount |
Sugar ROI that is 19% greater than the threshold
|
Sugar ROI that is 37% greater than the threshold
|
||||||
The Compensation Committee views these performance goals to be aligned with the objectives of motivating and rewarding executives for performance on key long-term measures, while also promoting retention of executive talent. The PSUs that vested during the year-ended December 31, 2023, 2022 and 2021, respectively, achieved a final payout of 123%, 150% and 75% of their performance target.
Retirement Benefits and Perquisites
Retirement Benefits
Our Company offers a 401(k) plan to all its eligible U.S.-based salaried employees. During 2021, the 401(k) plan included an employer contribution ranging from 1% of a participant’s base salary, and a matching contribution of 100% of a participant’s contributions, up to 4% of a participant’s base salary. During 2022, the company increased the employer match from 4% to 6% of eligible employee contributions for employees with less than 5 years of service, and up to 8% of eligible employee contributions after 5 years of service. Employee and employer contributions are 100% vested immediately.
We do not provide special or supplemental retirement benefits to our NEOs.
Perquisites and Other Personal Benefits
The Company provides limited perquisites to the NEOs. Consistent with the benefits offered to all other eligible employees, the Company provides our NEOs with (i) choice of various health care plans (ii) a matching contribution to the Company’s 401(k) Plan, up to a maximum of $26,400 in 2023 for employees with greater than five years of service and up to a maximum of $19,800 in 2023 for employees with less than five years of service, as well as (iii) company paid life insurance. In addition, in accordance with his employment agreement, Mr. Becker also receives additional insurance and disability benefits as well as a tax gross-up payment to cover the taxes associated with these benefits, the details of which are set forth below.
|
EXECUTIVE COMPENSATION
|
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|
||||
Compensation Policies and Procedures
Employment and Severance Agreements
The Company has entered into Employment Agreements with Messrs. Becker, Stark, Kadavy and Simpkins and Ms. Mapes that provide for, among other things, potential payments and other benefits upon termination of employment for a variety of reasons. Additionally, the Company has entered into Change in Control Severance Plans with Messrs. Becker, Stark, Kadavy, Simpkins and Ms. Mapes that provide for, among other things, potential payments and other benefits upon termination of employment due to a change in control.
See “Employment Agreements” and “Potential Payments upon Termination or Change in Control” included elsewhere in this Proxy Statement for a description of these agreements, including the severance benefits thereunder.
The Committee believes that these severance arrangements are an important part of overall compensation for our NEOs and an important recruitment and retention tool as most of our competitors have implemented similar arrangements for their senior employees. Certain of these agreements include the Compensation Committee approved change of control provisions to provide reasonable protection to our senior executives in the context of an actual or potential change of control of our Company. The committee views these arrangements as preventing management distraction during the critical periods prior to and immediately following a change of control. The Compensation Committee may adjust base salary, bonus percentage or long-term incentives to levels that exceed the initial terms of the executive officers’ employment agreements based on its periodic review of compensation data.
Stock Ownership and Retention Policy
The Board has adopted stock ownership guidelines to further align the interests of our non-employee directors and NEOs with those of our shareholders. The guidelines require our non-employee directors and NEOs to maintain an investment in our Common Stock at the following levels:
—
Chief Executive Officer, six times his annual base salary;
—
Chief Financial Officer, four times his annual base salary;
—
All other NEOs, three times their base salary; and
—
Non-Employee Directors, five times their annual cash retainer.
Non-employee directors and NEOs have three years from the time of engagement to come into compliance with these guidelines.
Policy Against Hedging and Pledging Company Stock
In addition, the Company has a policy that prohibits any director or officer, at all times, or employee of the Company who is aware of material nonpublic information relating to the company from (A) engaging in (i) short-term trading (generally defined as selling Company securities within six months following the purchase), (ii) short sales, (iii) transactions involving derivatives, (iv) hedging transactions or (v) any other contractual derivative transactions, such as total return swaps and (B) holding company securities in a margin account or pledging company securities as collateral for a loan. Two directors who previously had shares pledged under previously allowed exceptions no longer have shares pledged and no longer have the ability to pledge as the Company policy was amended so that no exceptions to pledging may be granted. Notwithstanding the foregoing, in 2024, the Company's Insider Policy was amended to clarify that pledging of Company common stock by a family member of an insider is not prohibited, if the applicable insider has disclaimed beneficial ownership of such shares and has not and does not share material, nonpublic information about the Company with such person.
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Compensation Recovery (Clawback)
In early 2018, we adopted the Green Plains Inc. Clawback Policy (the "Policy") a compensation recovery policy to allow the Board to recover annual or long-term incentive awards in connection with a material financial restatement. In November 2023, we updated the Policy, which is intended to comply with the Nasdaq listing standards adopted pursuant to Rule 10D-1 under the Exchange Act. Under this Policy, if the Company is required to prepare an accounting restatement due to any material noncompliance with financial reporting requirements under applicable securities laws, we will be required to recover from current and former executive officers any incentive-based compensation that was erroneously awarded to the executive officers during the three years preceding the date that the Company is required to prepare such restatement, unless the Compensation Committee determines that recovery would be impracticable. Incentive-based compensation includes compensation that is granted, earned or vested based wholly or in part on a financial reporting measure.
If mandatory recovery is triggered under this Policy due to an accounting restatement, we are required to recover the excess of the amount of incentive-based compensation actually received by the executive officer over the amount of incentive-based compensation that he or she would have received had payment been determined based on the restated financial measure.
In fiscal year 2023, we had no financial statement corrections requiring a restatement, and the Board of Directors has not needed to consider taking any action under this Policy.
In addition, as required by the Sarbanes-Oxley Act of 2002, upon restatement of our Company’s financial statements, the Chief Executive Officer and Chief Financial Officer would be required to reimburse us for any (i) bonuses, (ii) other incentive or equity-based compensation, and/or (iii) profits from stock sales, received in the 12-month period following the filing of financial statements that were later required to be restated due to their misconduct. Our Company will also implement the incentive compensation “clawback” provisions mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 in accordance with the requirements of that Act as the method of their implementation becomes finalized by the stock exchanges.
Compensation Risk Assessment
With the help of its compensation consultant, the Compensation Committee reviewed our executive compensation policies and practices and determined that our executive compensation programs are not designed to encourage excessive risk-taking. Moreover, the Compensation Committee did not make any pandemic-related, discretionary adjustments to either its annual incentive program or its long-term incentive program.
Tax Considerations
Section 162(m) of the Internal Revenue Code places a limit of $1 million on compensation the Company may deduct for federal income tax purposes in any one year with respect to any of certain covered officers employed by the Company.
Although the Compensation Committee considers tax deductibility in making its compensation decisions, the Compensation Committee does not believe that compensation decisions should be determined solely by the amount of compensation that is deductible for federal income tax purposes. As a result, the Compensation Committee reserves the right to award compensation that may not be deductible.
Compensation Committee Interlocks and Insider Participation
No Compensation Committee member (i) was an officer or employee of the Company, (ii) was formerly an officer of the Company or (iii) had any relationship requiring disclosure under the SEC’s rules governing disclosure of related person transactions. During the fiscal year ended December 31, 2023, we had no “interlocking” relationships in which (i) an executive officer of the Company served as a member of the Compensation Committee of another entity, one of whose executive officers served on the Compensation Committee of the Company, (ii) an executive officer of the Company served as a director of another entity, one of whose executive officers served on the Compensation Committee of the Company, or (iii) an executive officer of the Company served as a member of the Compensation Committee of another entity, one of whose executive officers served as a director of the Company.
|
EXECUTIVE COMPENSATION
|
63
|
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Compensation Committee Report
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on that review and those discussions, the Compensation Committee recommends to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into the Form 10-K for the year ended December 31, 2023.
Respectfully submitted,
Brian Peterson, Chairman
James D. Anderson
Farha Aslam
James D. Anderson
Farha Aslam
|
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||||
Compensation Tables
Summary Compensation Table
The following table sets forth certain information with respect to the total compensation paid or earned by each of our named executive officers for our fiscal years 2023, 2022 and 2021:
| Name and Principal Position | Year |
Salary
($) |
Bonus ($) |
Stock
Awards ($) (1) |
Non-Equity
Incentive Plan Comp. ($) (2) |
All Other
Comp. ($) (3) |
Total
($) |
||||||||||||||||
|
Todd Becker
President and Chief Executive Officer
|
2023 | 800,000 | – | 4,200,029 | 725,000 | 111,420 | 5,836,449 | ||||||||||||||||
| 2022 | 800,000 | – | 4,052,302 | 900,000 | 108,734 | 5,861,036 | |||||||||||||||||
| 2021 | 729,167 | – | 3,595,602 | 1,440,000 | 99,761 | 5,864,530 | |||||||||||||||||
|
James Stark (4)
Chief Financial Officer
|
2023 | 391,667 | – | 700,063 | 260,000 | 21,943 | 1,373,673 | ||||||||||||||||
| 2022 | 342,708 | 150,000 | 250,000 | 207,165 | 35,886 | 985,759 | |||||||||||||||||
|
Grant Kadavy (5)
Executive Vice President Commercial Operations
|
2023 | 380,000 | – | 700,063 | 201,000 | 18,606 | 1,299,669 | ||||||||||||||||
|
Michelle Mapes
Chief Legal and Administration Officer and Corporate Secretary
|
2023 | 420,000 | – | 600,034 | 273,000 | 31,105 | 1,324,139 | ||||||||||||||||
| 2022 | 420,000 | – | 658,536 | 298,998 | 31,105 | 1,408,639 | |||||||||||||||||
| 2021 | 370,417 | – | 691,474 | 336,000 | 17,325 | 1,415,216 | |||||||||||||||||
|
Patrich Simpkins (6)
Chief Transformation Officer
|
2023 | 450,000 | – | 700,063 | 211,000 | 32,027 | 1,393,090 | ||||||||||||||||
| 2022 | 450,000 | – | 911,802 | 266,355 | 32,226 | 1,660,383 | |||||||||||||||||
| 2021 | 414,583 | – | 1,382,948 | 336,000 | 19,157 | 2,152,688 | |||||||||||||||||
(1)
Amounts for “Stock Awards” reflect a grant date fair value of $34.66/share in 2023, $29.47/share in 2022 and $26.22/share in 2021 computed in accordance with ASC 718. Restricted stock awards granted in 2023 and 2022 vest ratably over the three-year period following the date of grant while 2021 cliff vests three years following the date of grant. Performance share unit awards were granted to all NEOs in March 2023, February 2022 and February 2021, which cliff-vest in March 2026, February 2025 and February 2024, respectively, based on achievement of a variety of key initiatives related to Green Plains 2.0. Performance share unit awards are included in the Stock Awards column above and presented as the fair value at the date of the grant based the Company’s closing stock price. The grant date fair value of the 2023 restricted stock awards, as well as the target and maximum potential fair value of the performance share unit awards, are also provided below. See Compensation Discussion and Analysis for additional information.
| PSUs | |||||||||||
| Name | RSAs ($) |
Target
($) |
Maximum
($) |
||||||||
| Mr. Becker | 2,100,015 | 2,100,015 | 4,200,029 | ||||||||
| Mr. Stark | 350,031 | 350,031 | 700,063 | ||||||||
| Mr. Kadavy | 350,031 | 350,031 | 700,063 | ||||||||
| Ms. Mapes | 300,017 | 300,017 | 600,034 | ||||||||
| Mr. Simpkins | 350,031 | 350,031 | 700,063 | ||||||||
(2)
The column for “Option Awards” has been omitted from this table because no compensation is reportable thereunder. “Non-equity incentive plan compensation” amounts were paid pursuant to the Incentive Plan.
(3)
“All Other Compensation” generally consists of our match to the executive officer’s 401(k) retirement plan, up to a maximum of $22,500 per employee for 2023 plus any catch-up payments for anyone age 50 or older during the calendar year, $20,500 per employee for 2022 and $11,600 per employee for 2021, and imputed income on company-paid life insurance. In addition:
(a)
For Mr. Becker, the amounts also include insurance and disability premiums paid by us of $47,048 and a gross-up to cover the taxes on this benefit of $37,495. See Employment Agreements below for further information on our employment agreement with Mr. Becker.
(4)
Mr. Stark became a NEO in 2022. As a result, only compensation paid or earned for 2023 and 2022 is reported above.
(5)
Mr. Kadavy became a NEO in 2023. As a result, only compensation paid or earned for 2023 is reported above.
(6)
Mr. Simpkins served as the Company's Chief Financial Officer through October 2022.
|
EXECUTIVE COMPENSATION
|
65
|
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Grants of Plan-Based Awards Table
The following table sets forth certain information with respect to the plan-based awards granted to the named executive officers during the fiscal year ended December 31, 2023:
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (2) |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
All Other
Stock Awards |
Grant
Date Fair Value of |
|||||||||||||||||||||||||||||||||||
| Name (1) |
Grant
Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold (#) |
Target
(#) |
Maximum
(#) |
Number
of Shares of Stock or Units (#) |
Stock
Awards ($) |
|||||||||||||||||||||||||||||
| Todd Becker | 800,000 | 1,600,000 | 2,400,000 | – | – | |||||||||||||||||||||||||||||||||
|
3/9/23(2)
|
– | – | – | 60,589 | 2,100,015 | |||||||||||||||||||||||||||||||||
|
3/9/23(3)
|
– | – | – | 30,295 | 60,589 | 121,178 | 2,100,015 | |||||||||||||||||||||||||||||||
| James Stark | 160,000 | 320,000 | 800,000 | – | – | |||||||||||||||||||||||||||||||||
|
3/9/23(2)
|
– | – | – | 10,099 | 350,031 | |||||||||||||||||||||||||||||||||
|
3/9/23(3)
|
– | – | – | 5,050 | 10,099 | 20,198 | 350,031 | |||||||||||||||||||||||||||||||
| Grant Kadavy | 152,000 | 304,000 | 760,000 | |||||||||||||||||||||||||||||||||||
| 3/9/23(2) | 10,099 | 350,031 | ||||||||||||||||||||||||||||||||||||
| 3/9/23(3) | 5,050 | 10,099 | 20,198 | 350,031 | ||||||||||||||||||||||||||||||||||
| Michelle Mapes | 168,000 | 336,000 | 840,000 | – | – | |||||||||||||||||||||||||||||||||
|
3/9/23(2)
|
– | – | – | 8,656 | 300,017 | |||||||||||||||||||||||||||||||||
|
3/9/23(3)
|
– | – | – | 4,328 | 8,656 | 17,312 | 300,017 | |||||||||||||||||||||||||||||||
| Patrich Simpkins | 180,000 | 360,000 | 900,000 | – | – | |||||||||||||||||||||||||||||||||
|
3/9/23(2)
|
– | – | – | 10,099 | 350,031 | |||||||||||||||||||||||||||||||||
|
3/9/23(3)
|
– | – | – | 5,050 | 10,099 | 20,198 | 350,031 | |||||||||||||||||||||||||||||||
(1)
Columns for “All other option awards: number of securities underlying options” and “Exercise or base price of option awards” have been omitted from this table because no compensation is reportable thereunder.
(2)
Represents restricted stock awards granted in March 2023, which vest ratably over the three-year period following the date of grant.
(3)
Represents performance share unit awards granted in March 2023, which cliff vest in March 2026 based on various performance criteria. Performance share unit awards are presented at fair value on the date of grant. See footnotes of the Summary Compensation Table for target and maximum performance share unit values.
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Employment Agreements
Mr. Becker. Effective October 16, 2008, we entered into an employment agreement with Mr. Becker. Mr. Becker’s employment agreement was amended in December 2009 to provide for a tax gross-up payment in the event of any tax payments on fringe benefits. Mr. Becker’s agreement was subsequently amended in March 2018 to remove the excise tax gross-up provision. In August 2023, we also entered into a change in control severance plan with Mr. Becker. The terms of the employment agreement provide that Mr. Becker will receive the following: (i) an annual base salary, (ii) an annual target bonus as a percentage of base salary based on performance objectives set by the Board’s Compensation Committee, (iii) annual awards of long-term incentive benefits of a type and level that is competitive with long-term incentive plan benefits provided to chief executive officers of public companies of comparable size in similar industries, and (iv) a fully exercisable option to acquire 150,000 shares at an exercise price equal to $10 per share. Mr. Becker’s employment is at-will and may be terminated at any time, by either party, for any reason whatsoever. If employment is terminated without cause or for good reason, Mr. Becker will receive one year of base salary plus the greater of his maximum annual cash bonus for that year or the average bonus paid for the prior two years, up to one year of continued health and dental coverage (which ceases upon acceptance of a comparable position within such period) and certain relocation assistance if he relocates beyond 50 miles within six months of termination. In addition, all shares acquired upon exercise of options granted therein would then be released from certain lock-up restrictions, and all outstanding options and other equity awards would fully vest, provided however, if such termination occurs following a change of control, he will receive a severance multiple of 3 times his base salary, his target bonus in effect under the STIP of the Company, up to 18-months of continued health coverage, and all outstanding equity awards would fully vest. See Potential Payments upon Termination or Change in Control for additional information.
Mr. Stark. Mr. Stark re-joined the Company in January 2022 and entered into an employment agreement with us effective March 1, 2023. In August 2023, we also entered into a change in control severance plan with Mr. Stark. The employment agreement provides for (i) an annual base salary, (ii) an annual target bonus as a percentage of base salary based on performance objectives set by the Board’s Compensation Committee, (iii) participation in a long-term incentive program developed by us, and (iv) participation in our benefit plans. Mr. Stark’s employment is at-will and may be terminated at any time, by either party, for any reason whatsoever. If employment is terminated without cause or for good reason, Mr. Stark will receive six month’s base salary and all outstanding equity awards would fully vest, provided however, if such termination occurs following a change of control, he will receive a severance multiple of 2.5 times his base salary, his target bonus in effect under the STIP of the Company, up to 18-months of continued health coverage, and all outstanding equity awards would fully vest. See Potential Payments upon Termination or Change in Control for additional information.
Mr. Kadavy. Effective October 3, 2022, we entered into an employment agreement with Mr. Kadavy. In August 2023, we entered into a change in control severance plan with Mr. Kadavy. The employment agreement provides for (i) an annual base salary, (ii) an annual target bonus as a percentage of base salary based on performance objectives set by the Board’s Compensation Committee, (iii) participation in a long-term incentive program developed by us, and (iv) participation in our benefit plans. Mr. Kadavy’s employment is at-will and may be terminated at any time, by either party, for any reason whatsoever. If employment is terminated without cause or for good reason, Mr. Kadavy will receive six month’s base salary and all outstanding equity awards would fully vest, provided however, if such termination occurs following a change of control, he will receive a severance multiple of 1.5 times his base salary, his target bonus in effect under the STIP of the Company, up to 18-months of continued health coverage, and all outstanding equity awards would fully vest. See Potential Payments upon Change in Control for additional information.
Ms. Mapes. Ms. Mapes joined the Company in 2009 and entered into an employment agreement with us effective February 3, 2020. In August 2023, we also entered into a change in control severance plan with Mr. Mapes. The employment agreement provides for (i) an annual base salary, (ii) an annual target bonus as a percentage of base salary based on performance objectives set by the Board’s Compensation Committee, (iii) participation in a long-term incentive program developed by us, and (iv) participation in our benefit plans. Ms. Mapes’ employment is at-will and may be terminated at any time, by either party, for any reason whatsoever. If employment is terminated without cause or for good reason, Ms. Mapes will receive six month’s base salary and all outstanding equity awards would fully vest, provided however, if such termination occurs following a change of control, she will receive a severance multiple of 2.5 times her base salary, her target bonus in effect under the STIP of the Company on the date of termination, up to 18-months of continued health coverage, and all outstanding equity awards would fully vest. See Potential Payments upon Termination or Change in Control for additional information.
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EXECUTIVE COMPENSATION
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|
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Mr. Simpkins. Effective May 7, 2012, we entered into an employment agreement with Mr. Simpkins. In August 2023, we also entered into a change in control severance plan with Mr. Simpkins. The terms of the employment agreement provide that Mr. Simpkins will receive (i) an annual base salary, currently at $450,000, (ii) an annual target bonus as a percentage of base salary based on performance objectives set by the Board’s Compensation Committee, (iii) participation in the long-term incentive program developed by the Company, (iv) equity incentive compensation grants totaling 50,000 shares, and (v) other benefits that are generally available to company employees. Mr. Simpkins’ employment is at-will and may be terminated at any time, by either party, for any reason whatsoever. If employment is terminated without cause or for good reason, Mr. Simpkins will receive six months base salary and all outstanding equity awards shall fully vest, provided however, if such termination occurs following a change of control, he will receive a severance multiple of 2.5 times his base salary, his target bonus in effect under the STIP of the Company, up to 18-months of continued health coverage, and all outstanding equity awards would fully vest. See Potential Payments upon Termination or Change in Control for additional information.
See Compensation Discussion and Analysis for further details on 2023 performance objectives.
Outstanding Equity Awards at Year-End
The following table sets forth certain information with respect to stock awards and equity incentive plan awards for each named executive officer that have not vested and are outstanding as of December 31, 2023:
| Stock Awards | ||||||||||||||||||||
| Restricted Stock Awards | Performance Share Units (1) | |||||||||||||||||||
| Name |
Number of Shares
or Units of Stock that have not Vested (#) |
Market Value
of Shares or Units of Stock that have not Vested ($) (2) |
Equity Incentive
Plan Awards: Number of Shares or Units of Stock that have not Vested (#) |
Equity Incentive
Plan Awards: Market Value of Shares or Units of Stock that have not Vested ($) (2) |
||||||||||||||||
| Todd Becker | 2/18/21(3) | 68,566 | 1,729,235 | 68,566 | 1,729,235 | |||||||||||||||
| 3/14/22(4) | 45,835 | 1,155,959 | 68,753 | 1,733,951 | ||||||||||||||||
| 3/9/23(5) | 60,589 | 1,528,055 | 60,589 | 1,528,055 | ||||||||||||||||
| James Stark | 1/10/22(6) | 4,781 | 120,577 | - | - | |||||||||||||||
| 3/9/23(5) | 10,099 | 254,697 | 10,099 | 254,697 | ||||||||||||||||
| Grant Kadavy | 10/3/22(6) | 5,510 | 138,962 | - | - | |||||||||||||||
| 3/9/23(5) | 10,099 | 254,697 | 10,099 | 254,697 | ||||||||||||||||
| Michelle Mapes | 2/18/21(3) | 13,186 | 332,551 | 13,186 | 332,551 | |||||||||||||||
| 3/14/22(4) | 7,448 | 187,839 | 11,173 | 281,783 | ||||||||||||||||
| 3/9/23(5) | 8,656 | 218,304 | 8,656 | 218,304 | ||||||||||||||||
| Patrich Simpkins | 2/18/21(3) | 26,372 | 665,102 | 26,372 | 665,102 | |||||||||||||||
| 3/14/22(4) | 10,313 | 260,094 | 15,470 | 390,153 | ||||||||||||||||
| 3/9/23(5) | 10,099 | 254,697 | 10,099 | 254,697 | ||||||||||||||||
(1)
Reflects the target number of performance share units granted. Performance share awards granted in 2023, 2022 and 2021 cliff-vest three years following the grant date based on attainment of performance goals.
(2)
The closing stock price of our Common Stock on December 31, 2023 of $25.22 was used to calculate the market value of shares and units that have not vested.
(3)
The February 18, 2021 restricted stock awards cliff vest three years following the date of grant. The PSUs cliff vest three years following the date of grant, subject to attainment of performance goals.
(4)
The March 14, 2022 restricted stock awards vest in equal installments on the first, second and third anniversaries of the date of grant. The PSUs cliff vest three years following the date of grant, subject to attainment of performance goals.
(5)
The March 9, 2023 restricted stock awards vest in equal installments on the first, second and third anniversaries of the date of grant. The PSUs cliff vest three years following the date of grant, subject to attainment of performance goals.
(6)
Messr. Stark and Kadavy were awarded shares at the time of hiring, which vest ratably over the three-year period following the date of grant.
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Stock Vested
The following table lists the number of shares acquired and the value realized of any restricted stock that vested by the named executive officers during the fiscal year ended December 31, 2023:
| Stock Awards | ||||||||
| Name (1) |
Number of
Shares Acquired on Vesting (#) |
Value
Realized on Vesting ($) |
||||||
| Todd Becker (2) | 295,404 | 9,219,761 | ||||||
| James Stark (3) | 2,391 | 76,153 | ||||||
| Grant Kadavy (4) | 2,755 | 79,399 | ||||||
| Michelle Mapes (5) | 51,935 | 1,620,611 | ||||||
| Patrich Simpkins (6) | 68,037 | 2,123,355 | ||||||
(1)
The columns for "Option Awards" have been omitted from this table because no compensation is reportable thereunder.
(2)
Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 14, 2023, the Company withheld 10,165 shares of the 22,918 shares of restricted stock that vested on that date. On March 18, 2023, the Company withheld 54,187 shares of the 122,180 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 18, 2023, the Company withheld 66,661 shares of the 150,306 shares of performance stock that vested on that date to satisfy the NEO’s tax withholding obligations.
(3)
Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On January 10, 2023, the Company withheld 1,188 shares of the 2,391 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations.
(4)
Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On October 3, 2023, the Company withheld 1,222 shares of the 2,755 shares of restricted stock that vested on that date to satisfy the NEO's tax withholding obligations.
(5)
Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 14, 2023, the Company withheld 1,712 shares of the 3,725 shares of restricted stock that vested on that date. On March 18, 2023, the Company withheld 9,934 shares of the 21,617 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 18, 2022, the Company withheld 13,185 shares of the 26,593 shares of performance stock that vested on that date to satisfy the NEO’s tax withholding obligations.
(6)
Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 14, 2023, the Company withheld 2,288 shares of the 5,157 shares of restricted stock that vested on that date. On March 18, 2023, the Company withheld 12,505 shares of the 28,195 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 18, 2023, the Company withheld 15,383 shares of the 34,685 shares of performance stock that vested on that date to satisfy the NEO’s tax withholding obligations.
Potential Payments Upon Termination or Change in Control
Employment Agreement for Mr. Becker
We have an employment agreement with Mr. Becker. See Employment Agreements above for additional information. Upon termination without cause or for good reason, Mr. Becker is entitled to (a) one year of base salary plus the greater of his maximum annual cash bonus for that year or the average bonus paid for the prior two years, (b) up to one year of continued health and dental coverage (which ceases upon acceptance of a comparable position within such period) and (c) certain relocation assistance if he relocates beyond 50 miles within six months of termination. In addition, all shares acquired upon exercise of options granted therein would then be released from certain lock-up restrictions and all outstanding options and other equity awards would fully vest, including PSUs which settle at target. If termination occurs following a change of control, Mr. Becker is entitled to (a) severance multiple of 3 times his base salary (b) 3 times his target bonus in effect under the Company's STIP (c) up to 18-months of continued health coverage and (d) all outstanding equity awards would fully vest.
|
EXECUTIVE COMPENSATION
|
69
|
||||
For such purposes, cause is defined as one of the following: (a) a material breach by the executive of the terms of this agreement, not cured within thirty (30) days from receipt of notice from the Board of such breach, (b) conviction of, or plea of guilty or no contest to, a felony; (c) willful misconduct or gross negligence in connection with the performance of executive’s duties; or (d) willfully engaging in conduct that constitutes fraud, gross negligence or gross misconduct that results in material harm to us. For purposes of this definition, no act, or failure to act, on the executive’s part shall be considered willful unless done, or omitted to be done, by the executive in knowing bad faith and without reasonable belief that his action or omission was in, or not opposed to, our best interests. Notwithstanding the foregoing, the executive shall not be deemed to have been terminated for cause unless and until the executive has received a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting called and held for such purpose (after reasonable notice to the executive and an opportunity for the executive, together with his counsel, to be heard by the Board), finding that, in the good faith opinion of the Board, the executive is guilty of the conduct set forth above in (a), (b), (c) or (d) of this definition and specifying the particulars thereof in detail.
For such purposes, good reason is defined as any of the following if the same occurs without the executive’s express written consent: (a) a material diminution in executive’s base salary as described in the employment agreement; (b) a material diminution in executive’s authority, duties, or responsibilities; (c) a material diminution in the authority, duties, or responsibilities of the person to whom the executive is required to report; (d) a material change in the geographic location at which the executive must perform the services (for this purpose, any relocation of more than 50 miles is deemed a material change); (e) any material reduction or other adverse change in the executive’s benefits under any applicable and properly approved compensation plan or arrangement without the substitution of comparable benefits; or (f) any other action or inaction that constitutes a material breach by us under the employment agreement. To terminate for good reason, the executive must incur a termination of employment on or before the second anniversary of the initial existence of the condition.
Employment Agreement for Mr. Stark
We have an employment agreement with Mr. Stark. See Employment Agreements above for additional information. Upon termination without cause or for good reason, he will receive an amount equal to six months base salary and all outstanding equity awards will fully vest, including PSUs which settle at target. If termination occurs following a change of control, Mr. Stark is entitled to (a) severance multiple of 2.5 times his base salary (b) 2.5 times his target bonus in effect under the Company's STIP (c) up to 18-months of continued health coverage and (d) all outstanding equity awards would fully vest. The definitions for cause and good reason are the same as described above for Mr. Becker.
Employment Agreement for Mr. Kadavy
On October 3, 2022, we entered into an employment agreement with Mr. Kadavy. Upon termination without cause or for good reason, he will receive an amount equal to six months base salary and all outstanding equity awards will fully vest, including PSUs which settle at target. If termination occurs following a change of control, Mr. Kadavy is entitled to (a) severance multiple of 1.5 times his base salary (b) 1.5 times his target bonus in effect under the Company's STIP (c) up to 18-months of continued health coverage and (d) all outstanding equity awards would fully vest. The definitions for cause and good reason are the same as described above for Mr. Becker.
Employment Agreement for Ms. Mapes
We have an employment agreement with Ms. Mapes. See Employment Agreements above for additional information. Upon termination without cause or for good reason, she will receive an amount equal to six months base salary and all outstanding equity awards will fully vest, including PSUs which settle at target. If termination occurs following a change of control, Ms. Mapes is entitled to (a) severance multiple of 2.5 times his base salary (b) 2.5 times his target bonus in effect under the Company's STIP (c) up to 18-months of continued health coverage and (d) all outstanding equity awards would fully vest. The definitions for cause and good reason are the same as described above for Mr. Becker.
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||||
Employment Agreement for Mr. Simpkins
We have an employment agreement with Mr. Simpkins. See Employment Agreements above for additional information. Upon termination without cause or for good reason, he will receive an amount equal to six months base salary and all outstanding equity awards will fully vest, including PSUs which settle at target. If termination occurs following a change of control, Mr. Simpkins is entitled to (a) severance multiple of 2.5 times his base salary (b) 2.5 times his target bonus in effect under the Company's STIP (c) up to 18-months of continued health coverage and (d) all outstanding equity awards would fully vest. The definitions for cause and good reason are the same as described above for Mr. Becker, except that the definition of good reason for Mr. Simpkins does not specify the distance for an applicable relocation.
Equity Acceleration
2009 and 2019 Equity Incentive Plans. Awards outstanding under the 2009 and 2019 Equity Incentive Plans will fully vest upon a change in control (a) if not fully converted and assumed, or (b) if the awards are converted and assumed, after a qualifying termination. Qualifying termination is defined as a termination of employment within twenty-four months following a change in control (i) by us other than for cause, gross negligence, or deliberate misconduct which demonstrably harms us or (ii) by the participant for good reason, if it is defined in the applicable award agreement or employment agreement. A change in control shall be deemed to have occurred if in a single transaction or series of related transactions:
(a) any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act), or persons acting as a group, other than a trustee or fiduciary holding securities under an employment benefit program, is or becomes a beneficial owner (as defined in Rule 13-3 under the Exchange Act), directly or indirectly of securities representing 51% or more of our combined voting power;
(b) there is a merger, consolidation, or other business combination transaction with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the company (or surviving entity) outstanding immediately after such transaction;
(c) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who entered into an agreement with us to effect a transaction described in (a) or (b) above) whose election by the Board or nomination for election by our shareholders was approved by a vote of at least two-thirds of the directors still in office, who either were directors at the beginning of the two-year period or whose election or nomination for election was previously approved, cease for any reason to constitute a majority thereof; or
(d) all or substantially all our assets are sold.
|
EXECUTIVE COMPENSATION
|
71
|
||||
The following tables provide information on potential benefits that could be received by the NEOs with employment agreements upon a termination without cause or for good reason and in connection with a change in control. As it is unlikely that the amount payable to each NEO under the performance cash award can be determined, the performance cash would fully vest based on the Committee’s assessment of actual performance through the termination date. Unless equity awards are not assumed by a buyer, change in control benefits only are paid when there is a “double trigger event” i.e. both the change in control along with a qualifying termination of the executive. The tables assume a termination or change of control of each officer’s employment as of December 31, 2023. The closing price of our Common Stock on the last trading day of 2023 was $25.22. Post-
termination health care represents the approximate value of such benefits.
|
Termination
Without Cause or For Good Reason ($) |
Change In
Control ($) |
|||||||
|
Todd Becker
Termination Compensation
|
||||||||
| Base Salary and Bonus (1) | 3,200,000 | 7,200,000 | ||||||
| Equity Vesting (2) | 9,404,488 | 9,404,488 | ||||||
| Benefits and Perquisites | ||||||||
| Post-Termination Health Care (3) | 32,610 | 48,915 | ||||||
| Certain Relocation Benefits (4) | – | – | ||||||
| Total | 12,637,098 | 16,653,403 | ||||||
(1)
For termination without cause or for good reason, it represents one year of base salary plus a bonus equal to the greater of his maximum bonus for that year or the average of his bonuses during the prior two years. For change in control, it represents the annual base salary plus target bonus multiplied by three.
(2)
Represents accelerated vesting of all outstanding equity awards, including PSUs and release of restrictions on such awards. Assumes PSUs are settled at target.
(3)
In the event of termination without cause or for good reason, would represent up to 12 months of continued health coverage. In the event of a change in control, would represent up to 18 months of continued health coverage.
(4)
Relocation assistance in the event of termination without cause or for good reason, or for a termination following a change in control if relocation is more than 50 miles beyond Omaha, Nebraska within six months of such time. The value of such assistance cannot be determined until such an event occurs.
|
Termination
Without Cause or For Good Reason ($) |
Change In
Control ($) |
|||||||
|
James Stark
Termination Compensation
|
||||||||
| Base Salary and Bonus (1) | 200,000 | 1,800,000 | ||||||
| Equity Vesting (2) | 629,970 | 629,970 | ||||||
| Benefits and Perquisites | ||||||||
| Post-Termination Health Care (3) | — | 14,961 | ||||||
| Total | 829,970 | 2,444,931 | ||||||
(1)
For termination without cause or for good reason, it represents a payment of six months base salary. For change in control, it represents the annual base salary plus target bonus multiplied by 2.5.
(2)
Represents accelerated vesting of all outstanding equity awards, including PSUs and release of restrictions on such awards. Assumes PSUs are settled at target.
(3)
In the event of a change in control, would represent up to 18 months of continued health coverage.
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||||
|
Termination
Without Cause or For Good Reason ($) |
Change In
Control ($) |
|||||||
|
Grant Kadavy
Termination Compensation
|
||||||||
| Base Salary (1) | 190,000 | 1,026,000 | ||||||
| Equity Vesting (2) | 648,356 | 648,356 | ||||||
| Benefits and Perquisites | ||||||||
| Post-Termination Health Care (3) | — | 19,733 | ||||||
| Total | 838,356 | 1,694,089 | ||||||
(1)
For termination without cause or for good reason, it represents a payment of six months base salary. For change in control, it represents the annual base salary plus target bonus multiplied by 1.5.
(2)
Represents accelerated vesting of all outstanding equity awards, including PSUs and release of restrictions on such awards. Assumes PSUs are settled at target.
(3)
In the event of a change in control, would represent up to 18 months of continued health coverage.
|
Termination
Without Cause or For Good Reason ($) |
Change In
Control ($) |
|||||||
|
Michelle Mapes
Termination Compensation
|
||||||||
| Base Salary (1) | 210,000 | 1,890,000 | ||||||
| Equity Vesting (2) | 1,571,332 | 1,571,332 | ||||||
| Benefits and Perquisites | ||||||||
| Post-Termination Health Care (3) | — | 8,423 | ||||||
| Total | 1,781,332 | 3,469,755 | ||||||
(1)
For termination without cause or for good reason, it represents a payment of six months base salary. For change in control, it represents the annual base salary plus target bonus multiplied by 2.5.
(2)
Represents accelerated vesting of all outstanding equity awards, including PSUs and release of restrictions on such awards. Assumes PSUs are settled at target.
(3)
In the event of a change in control, would represent up to 18 months of continued health coverage.
|
Termination
Without Cause or For Good Reason ($) |
Change In
Control ($) |
|||||||
|
Patrich Simpkins
Termination Compensation
|
||||||||
| Base Salary and Bonus (1) | 225,000 | 2,025,000 | ||||||
| Equity Vesting (2) | 2,489,845 | 2,489,845 | ||||||
| Benefits and Perquisites | ||||||||
| Post-Termination Health Care (3) | — | 17,471 | ||||||
| Total | 2,714,845 | 4,532,316 | ||||||
(1)
For termination without cause or for good reason, it represents a payment of six months base salary. For change in control, it represents the annual base salary plus target bonus multiplied by 2.5.
(2)
Represents accelerated vesting of all outstanding equity awards, including PSUs and release of restrictions on such awards. Assumes PSUs are settled at target.
(3)
In the event of a change in control, would represent up to 18 months of continued health coverage.
|
EXECUTIVE COMPENSATION
|
73
|
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CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Todd Becker, our Chief Executive Officer (our “CEO”).
For 2023, our last completed fiscal year:
—
The annual total compensation of our median employee, other than our CEO, was $93,468; and
—
The annual total compensation of our CEO was $5,850,594.
Based on this information, for 2023 the ratio of annual total compensation of Mr. Becker, our CEO, to the annual total compensation of our median employee was 63 to 1.
To identify the median employee, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:
1.
We determined that, as of December 31, 2023, the last day of our payroll, our total employee population consisted of 907 individuals with all these individuals located in the United States. This population consisted of our full-time, part-time and temporary employees.
2.
To identify the median employee from our employee population, we calculated the amount of salary, and other wages of our employees as reflected in our payroll records and reported to the Internal Revenue Service as taxable wages. We annualized the compensation for any full-time employees that were not employed by us for all of 2023.
3.
We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since all our employees are in the United States, as is our CEO, we did not make any cost-of-living adjustments in identifying the “median employee.”
4.
Once we identified our median employee, we combined all the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in total compensation of $93,468. The difference between such employee’s salary, wages and overtime pay and the employee’s annual total compensation represents the estimated value of such employee’s health care benefits.
5.
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report. To maintain consistency between the annual total compensation of our CEO and the median employee, we added the estimated value of our CEO’s health care benefits, estimated at $14,145, to the amount reported in the Summary Compensation Table. This resulted in annual total compensation for the purpose of determining the ratio in the amount of $5,850,594, which exceeds the amount reported for him in the Summary Compensation Table by $14,145.
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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Pay vs. Performance Comparison
As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a sustainable portion of our NEOs' realized compensation to the achievement of the Company's financial, operational and strategic objectives, and to align pay with changes in the value of our shareholders' investments. The following table sets forth additional information for our NEOs, calculated in accordance with SEC rules, for 2023, 2022, 2021 and 2020:
| Value of Initial Fixed $100 Investment Based on: | (in thousands) | |||||||||||||||||||||||||||||||||||||
| Fiscal Year | Summary Compensation Table Total for CEO ($) (1) | Compensation Actually Paid to CEO ($) (2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (3) | Average Compensation Actually Paid to Non-CEO NEOs ($) (2) (3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net Loss ($) | EBITDA ($) (5) | ||||||||||||||||||||||||||||||
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(1)
The dollar amounts reported are the amounts of total compensation reported for our CEO,
Mr. Becker
, in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020.
Mr. Becker
served as CEO for each of the years presented.
(2)
The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year.
(3)
For 2023, reflects compensation information for our NEOs, other than our CEO, as described in the CD&A of this Proxy Statement.
For 2022, reflects compensation information for Mr. Stark, Ms. Mapes, Mr. Osowski, Mr. Simpkins and Mr. van der Meulen. For 2021, reflects compensation information for Ms. Mapes, Mr. Simpkins and Mr. van der Meulen, as well as Mr. Kolomaya, the Company's former CAO and Mr. Cronin, the Company's former CCO. For 2020, reflects compensation information for Ms. Mapes and Mr. Simpkins, as well as Mr. Kolomaya, the Company's former CAO and Mr. Cronin, the Company's former COO.
(4)
Reflects cumulative total shareholder return of the NASDAQ Clean Edge Green Energy (CELS) index as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The CELS is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
(5)
EBITDA
represents earnings before interest expense, income tax expense, depreciation and amortization excluding amortization of right-to-use assets and debt issuance costs.
EBITDA
is a key financial metric, which the Company believes reflects the efforts of executive management achievements. See the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 9, 2024, for a reconciliation of net loss on a GAAP basis to
EBITDA
.
|
EXECUTIVE COMPENSATION
|
75
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To calculate the amounts in the Compensation Actually Paid columns in the table above, in accordance with SEC rules, the following adjustments were made:
| 2023 | 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||
| CEO | Average for Non-CEO NEOs | CEO | Average for Non-CEO NEOs | CEO | Average for Non-CEO NEOs | CEO | Average for Non-CEO NEOs | |||||||||||||||||||||||||||||||
| Adjustments for CEO and Average for Non-CEO NEOs: | ||||||||||||||||||||||||||||||||||||||
| Total Compensation as reported above | $ |
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| Compensation Actually Paid | $ |
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76
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Analysis of the Information Presented in the Pay Versus Performance Table
In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the pay versus performance table.
Compensation Actually Paid and EBITDA
The following graphic depicts the relationship between EBITDA and compensation actually paid (CAP) to the Company's CEO and NEOs, respectively.
Compensation Actually Paid and Relative Total Shareholder Return
The following graphic depicts the relationship between total shareholder return (TSR) and CAP to the Company's CEO and NEOs, respectively.
Performance Measures
The following table presents the most important performance measures used by the Company to link CAP to our CEO and Non-CEO NEOs to the Company's performance. The measures in this table are not ranked.
| Performance Measures Used to Link Executive Compensation to Company Performance | ||||||||||||||||||||
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EXECUTIVE COMPENSATION
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77
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Equity Compensation Plan Information
The following table sets forth certain information as of December 31, 2023, with respect to our equity compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated by (i) all compensation plans previously approved by our security holders, and (ii) all compensation plans not previously approved by our security holders. The table includes:
—
the number of securities to be issued upon the exercise of outstanding options and granted non-vested stock;
—
the weighted-average exercise price of the outstanding options and granted non-vested stock; and
—
the number of securities that remain available for future issuance under the plans.
| Plan Category |
Number of Securities To
Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A) |
Weighted-Average
Exercise Price Of Outstanding Options, Warrants and Rights ($) |
Number of Securities
Remaining Available For Future Issuance (Excluding Securities Reflected in Column (A))(1) |
|||||||||||
|
Equity compensation plans approved by
security holders |
404,740(2) | - | 1,393,800 | |||||||||||
| Total | 404,740 | - | 1,393,800 | |||||||||||
(1)
The maximum number of shares that may be issued under the 2019 Equity Incentive Plan as option grants, restricted stock awards, restricted stock units, stock appreciation rights, direct share issuances and other stock-based awards is 5,710,000 shares of our Common Stock, which includes shares remaining under the 2009 Equity Incentive Plan that were rolled into the 2019 Equity Incentive Plan in 2019.
(2)
Reflects 404,740 PSUs with a weighted average grant-date fair value of $30.51, representing the target number of performance share units outstanding on December 31, 2023.
|
78
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
The following table and notes set forth certain information with respect to the beneficial ownership of shares of our Common Stock based on Schedule 13G or Schedule 13D filings, as the case may be, as of March 13, 2024, by each person or group within the meaning of Rule 13d-3 under the Exchange Act who is known to our management to be the beneficial owner of more than five percent of our outstanding Common Stock and is based upon information provided to us by those persons.
| Name and Address of Beneficial Owner |
Amount and Nature of Beneficial
Ownership
|
Percent of
Class (1)
|
||||||
|
BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10055
|
12,123,021 | 18.1 | % | |||||
|
Grantham, Mayo, Van Otterloo & Co. LLC (3)
53 State Street, Suite 3300
Boston, MA 02109
|
4,752,924 | 7.1 | % | |||||
|
State Street Corporation (4)
1 Lincoln Street
Boston, MA 02111
|
4,288,262 | 6.4 | % | |||||
|
The Vanguard Group, Inc. (5)
100 Vanguard Boulevard
Malvern, PA 19355
|
4,213,549 | 6.3 | % | |||||
|
Ancora Holdings Group, LLC (6)
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
|
4,151,058 | 6.2 | % | |||||
(1)
Percentage calculated based on 67,113,874 shares, which includes 64,644,430 shares of Common Stock outstanding and 2,469,444 warrants exercisable as of March 13, 2024.
(2)
BlackRock, Inc. – filed on January 22, 2024; with respect to itself and certain subsidiaries, shares are beneficially owned with sole voting power over 12,052,974 of the shares and with sole dispositive power over 12,123,021 of the shares.
(3)
Grantham, Mayo, Van Otterloo & Co. LLC – filed on February 13, 2024; shares are beneficially owned with sole voting power over 4,752,924 of the shares and sole dispositive power over 4,752,924 of the shares.
(4)
State Street Corporation – filed on January 25, 2024; shares are beneficially owned with shared voting power over 4,123,910 of the shares and shared dispositive power over 4,288,262 of the shares.
(5)
The Vanguard Group, Inc. – filed on February 13, 2024; shares are beneficially owned with shared voting power over 51,728 of the shares, sole dispositive power over 4,109,643 of the shares and shared dispositive power over 103,906 of the shares.
(6)
Ancora Holdings Group, LLC – filed on February 7, 2024; shares are beneficially owned with shared voting power over 4,151,058 of the shares owned and shared dispositive power over 4,151,058 of the shares owned. Consists of (i) 33,104 shares owned directly by Ancora Merlin, LP; (ii) 349,693 shares beneficially owned directly by Ancora Merlin Institutional, LP; (iii) 33,595 shares beneficially owned directly by Ancora Catalyst, LP; (iv) 345,833 shares beneficially owned directly by Ancora Catalyst Institutional, LP; (v) 115,975 shares beneficially owned directly by Ancora Bellator Fund, LP; (vi) 458,279 shares beneficially owned directly by Ancora Impact Fund LP - Series Q; (vii) 1,191,740 shares beneficially owned directly by Ancora Impact Fund LP Series S; (viii) 1,021,660 shares beneficially owned directly by Ancora Impact Fund SPC Ltd Segregated Portfolio H; (ix) 601,179 shares held in certain separately managed accounts advised by Ancora Alternatives LLC; (x) Mr. Frederick DiSanta as the Chairman and Chief Executive Officer of Ancora Holdings Group, LLC may be deemed to beneficially own all 4,151,058 shares. Each person has shared voting power and shared dispositive power with respect to his or its respective reported shares. Each of the persons disclaims beneficial ownership of the securities that he or it does not directly own.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
79
|
||||
Security Ownership of Management
The following table and notes set forth certain information with respect to the beneficial ownership of shares of our Common Stock, as of March 13, 2024, by each director, each nominee for director, each named executive officer and by all directors and executive officers as a group:
| Name and Address of Beneficial Owner (1) |
Shares
Beneficially Owned (2) |
Percentage
of Total (3) |
||||||
| Todd A. Becker | 794,423 | 1.2 | ||||||
| G. Patrich Simpkins Jr. | 224,433 | * | ||||||
| James D. Anderson | 118,906 | * | ||||||
| Leslie van der Meulen | 51,812 | * | ||||||
| Brian Peterson (4) | 49,857 | * | ||||||
| Michelle Mapes | 48,908 | * | ||||||
| Ejnar A. Knudsen III | 40,913 | * | ||||||
| Alain Treuer | 39,971 | * | ||||||
| Grant D. Kadavy | 32,690 | * | ||||||
| James E. Stark | 32,370 | * | ||||||
| Chris G. Osowski | 27,030 | * | ||||||
| James F. Herbert II | 23,855 | * | ||||||
| Martin Salinas Jr. | 23,535 | * | ||||||
| Kimberly Wagner | 15,642 | * | ||||||
| Farha Aslam | 8,708 | * | ||||||
|
Executive Officers and Directors as
a Group (15 persons) |
1,533,053 | 2.3 | ||||||
* Less than 1%.
(1)
Except where otherwise indicated, the address of the beneficial owner is deemed to be the same address as the company.
(2)
Beneficial ownership is determined in accordance with SEC rules and generally includes holding voting and investment power with respect to the securities. Shares of Common Stock subject to options currently exercisable, or exercisable within 60 days, are deemed outstanding for computing the percentage of the total number of shares beneficially owned by the designated person but are not deemed outstanding for computing the percentage for any other person.
(3)
Percentage calculated based on 67,113,874 shares, which includes 64,644,430 shares of Common Stock outstanding and 2,469,444 warrants exercisable as of March 13, 2024.
(4)
Includes 15,000 shares that Mr. Peterson owns jointly with his child.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act, as amended, requires our directors and certain officers, and persons who beneficially own more than 10% of the Company’s ordinary shares, to file reports of ownership and reports of changes in ownership with the SEC. To our knowledge, based solely on our review of the copies of Section 16(a) reports and amendments thereto furnished to us during and with respect to fiscal year 2023 and on written representations from certain reporting persons, all reportable transactions during fiscal year 2023 were reported on a timely basis.
|
80
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Transactions with Related Persons, Promoters and Certain Control Persons
Our Related Party Policy addresses our Company’s procedures with respect to the review and approval of “related party transactions” that are required to be disclosed pursuant to SEC regulations. The Related Party Policy provides that any transaction or activity, in which the Company is involved, with a “related party” (which is defined as an employee’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, or any person (other than a tenant or employee) sharing the household of an employee of ours, or any entity that is either wholly or substantially owned or controlled by an employee of ours or any of the foregoing persons and any trust of which an employee of ours is a trustee or beneficiary) shall be subject to review by our Audit Committee as well as our Chief Legal and Administration Officer so that appropriate measures can be put into place to avoid either an actual conflict of interest or the appearance of a conflict of interest. Any waivers of this conflict of interest policy must be in writing and be pre-approved by our Audit Committee.
In determining whether a related party transaction will be approved or ratified, the Audit Committee may consider factors such as (a) the extent of the related party’s interest in the transaction; (b) the availability of other sources of comparable products or services; (c) whether the terms are competitive with terms generally available in similar transactions with persons that are not related parties; (d) the benefit to us; and (e) the aggregate value of the transaction.
There were no related party transactions in 2023.
|
81
|
|||||
Other Matters
Additional Meeting Information
2024 Annual Meeting of Shareholders
Time and Date:
10:00 a.m., Central Daylight Time, Tuesday, May 7, 2024
Place (Online Meeting): www.meetnow.global/MNVQDLQ
Record Date: March 13, 2024
Place (Online Meeting): www.meetnow.global/MNVQDLQ
Record Date: March 13, 2024
Voting Information
Who is Eligible to Vote
You are entitled to vote at the 2024 Annual Meeting of Shareholders if you were a shareholder of record as of the Record Date, which has been fixed as of close of business on March 13, 2024. On the Record Date, there were 64,644,430 shares of our Company’s Common Stock outstanding and eligible to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter properly brought before the Annual Meeting.
The presence, in person (online) or by properly executed proxy, at the Annual Meeting of the holders of a majority of the outstanding shares of Common Stock entitled to vote shall constitute a quorum. Proxies that are marked to “withhold authority” with respect to the election of directors and proxies that are marked "abstain" or for which no instructions are given will be counted for purposes of determining the presence of a quorum.
Electronic Access to Proxy Materials
Pursuant to rules adopted by the SEC, we are making this Proxy Statement and our 2023 Annual Report available to shareholders electronically via the Internet. On or around March 28, 2024, we mailed the Notice, which provides information regarding the availability of proxy materials for the Annual Meeting, to our shareholders of record.
Shareholders will be able to access this Proxy Statement and our 2023 Annual Report on the website referred to in the Notice or request printed copies of the proxy materials. Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice. The website on which you will be able to view our proxy materials also allows you to choose to receive future proxy materials electronically by email, which would save us the cost of printing and mailing documents to you. If you choose to receive future proxy statements by email, you will receive an email next year with instructions containing a link to the proxy voting site. Your election to receive proxy materials by email remains in effect until you terminate it.
|
HOW YOU CAN ACCESS THE PROXY MATERIALS ONLINE
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 7, 2024. The Notice, the Proxy and our 2023 Annual Report may be accessed at www.edocumentview.com/GPRE. |
||
|
82
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
||||
Meeting Agenda and Voting Recommendations
| Proposals |
Board Vote
Recommendation |
For Further
Details |
|||||||||
| 1. |
The election of six directors to serve a one-year term that expire at the 2025 annual meeting (“Proposal 1”)
|
Vote
FOR
|
u
Page
14
|
||||||||
| 2. |
The ratification of the selection of the company’s independent registered public accountants for 2024 (“Proposal 2”)
|
Vote
FOR
|
u
Page
36
|
||||||||
| 3. | The cast of an advisory vote to approve executive compensation (“Proposal 3”) |
Vote
FOR
|
u
Page
42
|
||||||||
Proxy Voting and Revocability of Proxies
Common Stock, represented by the proxies received pursuant to this solicitation and not timely revoked, will be voted at the Annual Meeting in accordance with the instructions indicated in properly submitted proxies. If no instructions are given, such shares will be voted as recommended by the Board. If any other matters are properly presented to the Annual Meeting for action, the person(s) named in the enclosed form(s) of proxy and acting thereunder will have discretion to vote on such matters in accordance with their best judgment. Broker non-votes and abstentions are not treated as votes cast for any of the matters to be voted on at the meeting.
A holder of Common Stock who has submitted a proxy may revoke it prior to its exercise by providing written notice of revocation or a later-dated proxy to the Corporate Secretary of the company at any time before the closing of the polls at the meeting, or by voting online at the meeting. Any written notice revoking a proxy should be sent to: Green Plains Inc., Attention: Michelle S. Mapes, Corporate Secretary, 1811 Aksarben Drive, Omaha, Nebraska 68106. Attendance and voting online at the Annual Meeting does not itself revoke a proxy; however, any shareholder who attends the Annual Meeting online may revoke a previously submitted proxy by voting online.
Computershare Trust Company, N.A. is the transfer agent and registrar for our Common Stock. If your shares are registered directly in your name with our transfer agent, with respect to those shares, you are considered the shareholder of record, or a registered shareholder, and these materials were sent to you directly by us. If you are a shareholder of record, you may vote by attending the Annual Meeting and voting online.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and that organization should have forwarded these materials to you. As the beneficial owner, you have the right to direct your broker, bank or nominee holding your shares how to vote and are also invited to attend the Annual Meeting. Please refer to the information forwarded by your broker or bank for instructions on how to direct their vote. However, since you are not a shareholder of record, you may not vote these shares at the online Annual Meeting unless you provide a legal proxy from the shareholder of record.
If you are a registered shareholder, there are three ways to vote:
—
Going to the Internet website indicated on the Proxy Card or voting instruction card and following the instructions provided (you will need the control number that is included in the Notice);
—
Calling the toll-free telephone number indicated on the Proxy Card or voting instruction card (you will need the control number that is included in the Notice); or
—
Signing, dating and returning the Proxy Card if you request to receive your proxy materials by mail.
Your shares will be voted as you indicate. If you do not indicate your voting preferences, the appointed proxies will vote your shares “For” all nominees in Proposal 1 and “For” Proposals 2 and 3.
|
OTHER MATTERS
|
83
|
||||
Broker Non-Votes
Broker non-votes occur when nominees, such as brokers and banks holding shares on behalf of the beneficial owners, are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions at least ten days before the Annual Meeting date. If no instructions are given within that time frame, the nominees may vote those shares on matters deemed “routine” by the New York Stock Exchange. On non-routine matters, nominees cannot vote without instructions from the beneficial owner, resulting in so-called “broker non-votes.” Broker non-votes are not counted for the purposes of determining the number of shares present in person (online) or represented by proxy on any voting matter. All proposals are considered non-routine, except for Proposal 2.
Expenses and Methods of Solicitation
We will bear the expense of soliciting proxies. In addition to the use of the mail and internet, proxies may be solicited personally, or by telephone or other means of communications, by directors, officers and employees of the company and its subsidiaries who will not receive additional compensation therefor. We will reimburse banks, brokerage firms and nominees for reasonable expenses incurred related to forwarding proxy solicitation materials to beneficial owners of shares held by such banks, brokerage firms and nominees.
Vote Required
The affirmative vote of a plurality of all votes cast at the Annual Meeting by the holders of the Common Stock, assuming a quorum is present, is required to elect each director. The six persons receiving the greatest number of votes at the Annual Meeting shall be elected as directors. Since only affirmative votes count for this purpose, broker non-votes or votes withheld will not affect the outcome of the voting on Proposal 1. Abstentions do not count as votes cast "for" or "against" Proposal 2 and 3. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will be permitted to vote your shares on Proposal 2 at their discretion. Broker non-votes, if any, do not count as votes cast "for" or "against" Proposal 3.
List of Shareholders Entitled to Vote at the Annual Meeting
The names of shareholders of record entitled to vote at the Annual Meeting will be available for examination by any shareholder for a purpose germane to the meeting at the Annual Meeting via the live webcast platform and on and after April 1, 2024 up to the meeting between the hours of 9:00 a.m. and 4:30 p.m. Central Daylight Time at our principal executive offices at 1811 Aksarben Drive, Omaha, NE 68106, and may be viewed by contacting our corporate secretary.
Results of the Meeting
Preliminary voting results will be announced at the Annual Meeting. Voting results will be published in a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.
Annual Report on Form 10-K
This Proxy Statement and our Annual Report, which includes financial and other information about our activities but is not to be deemed a part of the proxy soliciting material, are available on our website at
www.gpreinc.com
. Additionally, you may access our Proxy Statement at
www.envisionreports.com/GPRE
. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge on our website at
www.gpreinc.com
as soon as reasonably practicable after we file or furnish such information electronically with the SEC. A copy of our annual report on Form 10-K for the year-ended December 31, 2023, and the exhibits filed with our annual report on Form 10-K will be mailed to shareholders without charge upon written request to Green Plains Inc., Attention: Michelle S. Mapes, Corporate Secretary, 1811 Aksarben Drive, Omaha, Nebraska 68106. The information found on our website is not part of this or any other report we file or furnish to the SEC.
|
84
|
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
|
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Shareholder Proposals
Our bylaws provide that timely written notice of a shareholder proposal or director nomination must be delivered to, or mailed and received by, the Corporate Secretary of the company at the principal executive offices of the company not less than 90 nor more than 120 days prior to the one-year anniversary of the prior year’s annual meeting (which for a May 7, 2024 meeting date is on or before February 6, 2025 and on or after January 7, 2025). Except as otherwise stated in this Proxy Statement, only proposals properly delivered in this time frame may be brought before the meeting. As to each matter a shareholder proposes to bring before the 2025 annual meeting of shareholders, the shareholder’s notice must set forth: (i) the name and address of such shareholder, as they appear on our books, and of such beneficial owner; (ii) the class and number of shares of our Common Stock which are held of record or are beneficially owned, directly or indirectly, by the shareholder and any derivative instrument and by any other shareholders known by such shareholder to be supporting such proposal; (iii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such shareholder, beneficial owner or nominee with respect to any of our securities, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such shareholder, any beneficial owner or nominee with respect to any of our securities; (iv) any proxy, contract, arrangement, understanding or relationship pursuant to which the shareholder, beneficial owner or nominee has a right to vote any shares of any of our securities; (v) any rights to dividends on the shares of us beneficially owned by the shareholder or beneficial owner that are separated or separable from the underlying shares of the company; (vi) any performance-related fees (other than asset-based fees) that the shareholder, a beneficial owner or the nominee is entitled to based on any increase or decrease in the value of our shares or derivative instruments, if any, as of the date of such notice, including without limitation, any such interests held by members of the shareholder's or beneficial owner's immediate family sharing in the same household; (vii) any material interest of the shareholder or beneficial owner in such business; and (viii) a statement whether such shareholder or any beneficial owner will deliver a Proxy Statement and form of proxy to holders of at least the percentage of our voting shares required under applicable law to carry the proposal or nomination. In addition, to be in proper written form, a shareholder’s notice to the Corporate Secretary of the company must be supplemented not later than 10 days following the record date for notice of the meeting to disclose the information contained in clauses (ii) through (vi) above as of the record date for notice of the meeting. Our bylaws also provide that the Chairman of an annual meeting shall, if the facts warrant, determine and declare at any meeting of the shareholders that business was not properly brought before the meeting and, if he should so determine, declare that such business shall not be transacted.
In addition the foregoing, a shareholder who wishes to nominate a director for election or re-election, must also include the following in its notice to us as to each person whom the shareholder proposes to nominate for election or re-election as a director: (i) all information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to be named in the Proxy Statement as a nominee and to serving as a director if elected); (ii) a description of all arrangements or understandings during the past three years between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder and any other material relationships between the shareholder and each nominee and his/her respective affiliates and associates, or others acting in concert therewith; (iii) a written statement executed by the nominee acknowledging that as a director, the nominee will owe a fiduciary duty under Iowa law with respect to us and our shareholders; (iv) a fully completed Director’s Questionnaire on the form supplied by us upon written request from the shareholder, executed by the nominee; (v) a written statement executed by the nominee acknowledging in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, such person's intention to serve a full-term if elected as a director; and (vi) a written representation and agreement (in the form provided by the Corporate Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of ours, will act or vote on any issue or question ("Voting commitment"), that has not been disclosed to us or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of ours, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or reimbursement or indemnification in connection with service or action
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OTHER MATTERS
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as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of ours, and will comply with all applicable publicly disclosed corporate guidance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of Green Plains.
Our Bylaws also permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of our common stock continuously for a period of at least three years, to nominate for election to our Board and have such director nominations included in our proxy materials, a number of director candidates equal to the greater of (i) two individuals or (ii) 20% of our Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements specified in the Bylaws. Under these procedures, notice must be received by our corporate secretary at our principal executive offices not less than 120 calendar days, and not more than 150 calendar days, before the first anniversary of the date that our Proxy Statement was released to shareholders in connection with our 2024 annual meeting of shareholders (i.e., notice must be received no earlier than October 29, 2024 and no later than November 28, 2024). In accordance with our Bylaws, the shareholder notice must contain certain information about the candidate the shareholder(s) desires to nominate for election as a director, the shareholder(s) giving the notice and the beneficial owner(s), if any, on whose behalf the nomination is made.
Any shareholder who desires to have a proposal included in the proxy soliciting material relating to our 2025 annual meeting of shareholders must comply with Rule 14a-8 under the Exchange Act and must send a signed proposal to the Corporate Secretary at 1811 Aksarben Drive, Omaha, Nebraska 68106. This proposal must be received no later than November 28, 2024, to be considered for inclusion in the Proxy Statement for the 2025 annual meeting of shareholders.
To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees for the 2025 Annual Meeting of Shareholders, other than the nominees of the Company’s Board of Directors, must also comply with the additional requirements of Rule 14a-19 under the Exchange Act, including providing a statement that such shareholder intends to solicit the holders of shares representing at least 67% of the voting power of shares of the Company entitled to vote on the election of directors in support of director nominees other than the Company’s nominees.
Discretionary Authority
At the time of mailing of this Proxy Statement, the Board was not aware of any other matters that might be presented at the meeting. If any matter not described in this Proxy Statement should properly be presented, the person named on the accompanying Proxy Card will vote such proxy in accordance with their judgment.
By Order of the Board of Directors,
Michelle Mapes
Corporate Secretary
March 28, 2024
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GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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COMMONLY USED DEFINED TERMS
Company and Regulatory Defined Terms:
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Green Plains; the company
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Green Plains Inc. | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| NASDAQ | The Nasdaq Global Market | ||||
| SEC | Securities and Exchange Commission | ||||
| Securities Act | Securities Act of 1933, as amended | ||||
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Other Defined Terms:
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| Annual Meeting |
The 2024 Annual Meeting of shareholders of Green Plains Inc. and any adjournment or postponement thereof
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| ASC 718 |
Accounting Standards Codification Topic 718,
Compensation – Stock Compensation
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| Board | Board of Directors of Green Plains Inc. | ||||
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CCS
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Carbon Capture and Sequestration
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| Common Stock | Green Plains Inc. Common Stock, $0.001 par value per share | ||||
| EBITDA |
Earnings before interest expense, income taxes, depreciation and amortization which is a non-GAAP measure. See our Annual Report on Form 10-K for the year ended December 31, 2023 for a detailed definition of this term and a reconciliation to GAAP net loss
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| ESG | Environmental, social and corporate governance | ||||
| GAAP | U.S. Generally Accepted Accounting Principles | ||||
| GICS | Global Industry Classification Standard | ||||
| Internal Revenue Code | Internal Revenue Code of 1986, as amended | ||||
| LTIP | Long-term incentive program | ||||
| MBO | Management by Objectives | ||||
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MSC™
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Maximized Stillage Co-products™ produced using process technology developed by Fluid Quip Technologies
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| NEO | Named executive officer | ||||
| Notice | Important notice regarding the availability of proxy materials for the Annual Meeting | ||||
| PSU | Performance Share Unit | ||||
| Record Date | The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting | ||||
| RSA | Restricted Stock Award | ||||
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SCT
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Summary of Compensation Total
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STIP
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Short-term cash incentive program
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| TCJA | Tax Cuts and Jobs Act of 2017 | ||||
| TSR | Total Shareholder Return | ||||
| U.S. | United States | ||||
Helpful Resources
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Annual Meeting
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| Proxy & supplemental materials |
www.envisionreports.com/GPRE
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| Online voting for registered holders |
www.envisionreports.com/GPRE
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| Webcast |
www.meetnow.global/MNVQDLQ
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| Electronic delivery of future proxy materials |
www.envisionreports.com/GPRE
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| Corporate Governance |
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| Leadership |
https://investor.gpreinc.com/corporate-governance/leadership
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| Board of directors |
https://investor.gpreinc.com/corporate-governance/board-of-directors
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| Committee composition |
https://investor.gpreinc.com/corporate-governance/committee-composition
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| Contacting the Board |
https://investor.gpreinc.com/corporate-governance/contact-the-board
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| Governance documents |
https://investor.gpreinc.com/corporate-governance
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| Financial Reporting |
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| Annual report |
https://investor.gpreinc.com/financials-filings
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| Financial filings |
https://investor.gpreinc.com/financials-filings
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| Stock information |
https://investor.gpreinc.com/stock-information
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| Other Information |
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| Corporate website |
https://gpreinc.com/
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| Investor relations |
https://investor.gpreinc.com/
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| Sustainability |
https://gpreinc.com/who-we-are/sustainability/
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| Press releases |
https://investor.gpreinc.com/press-releases
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The information on our website is not incorporated by reference in this Proxy Statement.
TABLE OF CONTENTS
Letter from our Board of DirectorsNotice of Annual Meeting of ShareholdersSafe Harbor for Forward-Looking StatementsWeb LinksProxy StatementProxy SummaryCorporate GovernancePROPOSAL 1 Election of DirectorsDirector Nominee Biographical Information and ExperienceDirector Nomination ProcessLeadership StructureCommittees of the BoardBoard OversightInvestor EngagementOther Governance PrinciplesCompensation of DirectorsAudit MattersPROPOSAL 2 Ratification of Companys AuditorsIndependence of AuditorsAuditors FeesAudit Committee ReportExecutive OfficersExecutive CompensationPROPOSAL 3 Advisory Vote to Approve Executive CompensationCompensation Discussion and Analysis