Green Plains (GPRE) DEF 14ADefinitive proxy

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒ 

Filed by a Party other than the Registrant  ☐

       Check the appropriate box:

Green Plains Inc.

(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 the appropriate box):

Table of Contents

2022 Annual Meeting
of Shareholders and
Proxy Statement

Table of Contents

Who We Are

We are a leading ag tech company committed to transforming our platform to process annually renewable crops into more sustainable, high-value ingredients.

Our Strategy

As a leading biorefining company, we constantly drive meaningful transformation of our platform through technological advancement and innovation to create sustainable, value-added products. Every day we work to create more value from fewer resources, seize meaningful opportunities for our Company and innovate products to better serve our customers and the environment.

Our Purpose

We leverage technology to create sustainable products that have a meaningful impact on our customers, the environment and a growing global population. We utilize our extensive experience in agribusiness to make the most out of everything we develop.

We are rapidly transforming into Green Plains 2.0, and we have only begun to harness the potential of our platform.

		11 Biorefineries Strategically throughout the United States
		9.2 Million Tons of corn processed annually
		1 Billion Gallons Our annual production capacity of low-carbon biofuels
		Over 800 Dedicated employees

Table of Contents

Letter from our Board of Directors

Dear Shareholders:

Table of Contents

Notice of Annual Meeting of Shareholders

Table of Contents

Table of Contents

1	Letter from our Board of Directors
2	Notice of Annual Meeting of Shareholders
4	Proxy Statement
4	Proxy Summary
13	Corporate Governance
13	PROPOSAL 1
	Election of Directors
14	Director Nominee Biographical Information and Experience
22	Director Nomination Process
23	Leadership Structure
25	Committees of the Board
28	Board Oversight
32	Investor Engagement
33	Other Governance Principles
35	Compensation of Directors
37	Audit Matters
37	PROPOSAL 2
	Ratification of Company’s Auditors
38	Independence of Auditors
38	Auditors’ Fees
39	Audit Committee Report
40	Executive Officers
43	Executive Compensation
43	PROPOSAL 3
	Advisory Vote to Approve Executive Compensation
44	Compensation Discussion and Analysis
66	Compensation Committee Report

67	Compensation Tables
75	CEO Pay Ratio
76	Equity Compensation Plan Information
77	Other Management Proposals
77	PROPOSAL 4
	Approval of Increase to the Number of Authorized Shares of Common Stock
80	PROPOSAL 5
	Declassification of Board
82	Security Ownership of Certain Beneficial Owners and Management
84	Transactions with Related Persons, Promoters and Certain Control Persons
85	Other Matters
90	Appendix A

	ESG Highlights
	12	DE&I, Social Responsibility and Environmental Stewardship Highlights
	24	Diversity and Refreshment
	30	Corporate Responsibility/ESG/Sustainability Oversight
	32	Investor Engagement
	33	Code of Ethics and Other Policies

Table of Contents

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/MWM66HR on Wednesday, May 4, 2022, 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 of the information that you should consider in deciding how to vote. You should read the Proxy Statement carefully before voting.

About Our Company

Transformation. It’s what we do every day by taking a kernel of corn and converting it into sustainable products to help meet the global demand for feed ingredients, specialty alcohols and low-carbon fuel. We are in the midst of a broader transformation – expanding our ability to extract additional higher-value and lower-carbon ingredients from the same annually renewable crops.

We are proactively utilizing technologies and partnerships that allow us to harness the potential of these renewable resources. Along with our partners, we purchased a controlling interest in Fluid Quip Technologies in late 2020, providing us with the IP and engineering expertise to convert our ethanol plants into the true biorefineries of the future. Through this endeavor, we are leading the way toward more effective and sustainable solutions that can have a positive impact on our planet.

Our transformation includes deploying world class mechanical and process technology at each of our locations and combining the knowledge and resources of exclusive strategic partnerships with our expertise in fermentation to develop nutritious, valuable ingredients and solutions. This includes expanding our ability to isolate the highest value proteins and making them available as feed ingredients for the pet, aquaculture and dairy markets, expanding our ability to capture increasing amounts of renewable corn oil and deploying new technology to produce dextrose from corn for the growing bio-economy. It also involves capturing the biogenic carbon dioxide from our fermentation processes for permanent geologic sequestration.

Table of Contents

Company Highlights

The Company operates three business segments: (1) ethanol production, which includes the production of ethanol, including industrial-grade alcohol, 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, corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.

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.

Strategic Growth Areas

Verticals positioned to capitalize on rapidly growing demand.

	Sustainable Ultra-High Protein Sustainable ingredients for high-value global markets in pet, aquaculture, dairy and poultry industries as demand for higher quality animal feed grows.			Renewable Corn Oil Responsible low-carbon feedstock for the high-growth renewable diesel and sustainable aviation fuel industries.
	Carbon Capture & Sequestration Participating in one of the largest carbon capture and storage (CCS) platforms in the world with Summit Carbon Solutions (SCS) – potential for direct injection of CO2as well.			Clean Sugar Technology Low-carbon dextrose for a variety of biochemical, bioplastics, synthetic biology and food industries.

Table of Contents

2021 Performance Highlights

2021 has been a transformative year for the Company as we check off milestones along the path to Green Plains 2.0. We continue the transition from a commodity-processing business into a value-add agricultural technology company focused on creating additional diverse, non-cyclical, value-add feed ingredients, specialty alcohols and renewable feedstocks for the emerging renewable diesel industry. We are currently wrapping up a number of project initiatives to improve our operating efficiencies including our Project 24 initiatives. Additionally, through our MSC™ Ultra-High Protein initiative, which is now operational at two locations and under construction at three more, we produce various novel feed ingredients targeting the pet, dairy and aquaculture industries, further increasing margins. We are investing in bringing Fluid Quip’s Clean Sugar Technology™ to commercial scale, and began operating a pilot facility at our Innovation Center in York during the year. We believe this technology has the potential to disrupt the renewable dextrose market, traditionally the domain of only wet-mill ethanol plants. Last but not least, in 2021, we committed eight of our facilities to one of the largest carbon capture and sequestration projects in the world, the Summit Carbon Solutions pipeline which, when completed, will nearly eliminate our biogenic CO₂emissions.

We have taken advantage of opportunities to divest certain assets in recent years to reallocate capital toward our current growth initiatives. We are focused on generating stable operating margins through our business segments and risk management strategy and expanding our focus on renewable corn oil, clean sugar and high value protein ingredients. 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.

Table of Contents

Board Highlights

Our Board of Directors

				Committee Membership
Name and Primary Occupation		Age	Director Since	AC	CC	NGC
Director Nominees
	FARHA ASLAM  IND  Managing Partner, Crescent House Capital	53	2021
	MARTIN SALINAS JR.   IND  Former Chief Financial Officer, Energy Transfer Partners, LP	50	2021
Continuing Directors with Terms Expiring in 2023
	JIM ANDERSON   IND  Lead Independent Director Chief Executive Officer, Moly-Cop	64	2008
	WAYNE HOOVESTOL Chairman of the Board Former Chief Executive Officer, Green Plains Inc.	63	2006
	EJNAR KNUDSEN Founder and Chief Executive Officer, AGR Partners	53	2016
	KIMBERLY WAGNER   IND  Founder, TBGD Partners	58	2020
Continuing Directors with Terms Expiring in 2024
	TODD BECKER President and Chief Executive Officer, Green Plains Inc.	56	2009
	BRIAN PETERSON   IND  President and Chief Executive Officer, Whiskey Creek Enterprises	58	2005
	ALAIN TREUER   IND  Co-Founder, VBV LLC	49	2008

		IND Independent Director
Chair	Member	AC Audit Committee	CC Compensation Committee
		NGC Nominating and Governance Committee

Table of Contents

Board Snapshot

Table of Contents

Key Skills & Experiences		Description of Skills and Explanation of Importance
Executive Leadership		—  One of the core considerations of our Board in examining director candidates is that the director should have an established track record of professional accomplishment in the candidate’s chosen field. It is important we have highly qualified directors with a diverse range of complementary skill sets, but the common thread is that our directors have experience leading large, complex organizations and teams. Green Plains is a company with an array of important stakeholders, including employees, stockholders, customers, partners, regulators, and communities. It is important for our Board to have directors who have experience dealing with a similar range of stakeholders and managing the challenges associated with operating a large organization.
Public Company/ Corporate Governance/ ESG		—  Our Board is responsible for overseeing the successful execution of our strategy and the selection and retention of key executives, which affects the fundamental operation of the Company. It is important for our Board to have directors who understand the fiduciary obligations of public company directors and who have experience shaping a company’s priorities and structure. Effective corporate governance, ongoing board refreshment and a commitment to diversity are all part of a broader effort to ensure that ESG considerations and goals are incorporated into the company’s corporate strategy. Also, the implementation of leading ESG practices is a very important component of our business as the effects of global climate change continues to attract considerable attention with widespread concerns about the impacts of human activity, especially the emissions of greenhouse gases.
Executive Compensation		—  The Board believes that aligning executive compensation with shareholder interests is consistent with the Company’s philosophy of driving performance and building long-term shareholder value. This pay-for-performance philosophy is embraced by the Board and is intended to align the interests of key executives, attract and retain high-performing employees, and link a significant amount of compensation to the achievement of pre-established performance metrics directly tied to our business goals and strategies. It is important for Green Plains to have board members who have participated in the design and supervision of executive compensation programs.
Industrial Manufacturing & Ingredient Production		—  Green Plains has grown to be one of the leading corn processors in the world for low-carbon products at our biorefineries, inclusive of ethanol, corn oil, Ultra-High Protein, and distillers grains as our core sources of revenue. We operate 11 biorefineries located in six states. It is important for our Board to have a deep understanding of industrial manufacturing, the biorefinery and the proprietary and patented protein production processes, as well as potential future technologies applicable to our biorefineries.
Commodity Markets/ Marketing		—  Green Plains procures grain and natural gas to produce our products and markets, sells and distributes our products, e.g., ethanol, distillers grains, Ultra-High Protein, and corn oil produced at our biorefineries. A strong understanding of commodity markets is essential as well as an understanding of US and global markets impacting the supply and demand characteristics driving the needs for our products.

Table of Contents

Table of Contents

Corporate Governance Highlights

Our Company has a history of strong corporate governance. By evolving our governance approach in light of best practices, our Board drives sustained shareholder value and best serves the interests of our shareholders.

Table of Contents

DE&I, Social Responsibility and Environmental Stewardship Highlights

Our stakeholder vision is inclusive and extends to groups beyond our shareholders. The events unfolding in our society today demonstrate that maintaining a social license to operate requires companies consider the needs and concerns of all their stakeholder groups. In 2021, we enhanced our stakeholder engagement process by conducting a formal materiality assessment to help us understand the ESG topics relevant to each group. Our stakeholder groups include employees, shareholders, customers/suppliers/vendors, business partners, local communities, lenders, NGOs and government agencies. Below are some highlights reflecting the impact we have in three key thematic areas: DE&I, Social Responsibility and Environmental Stewardship.

Table of Contents

Corporate Governance

In accordance with the General Corporation Law of the State of Iowa, our Second Restated Articles of Incorporation, as amended (our “Charter”), and our Fourth Amended and Restated Bylaws (“Bylaws”), our business, property and affairs are managed under the direction of the Board.

The Board consists of nine members and is divided into three groups. One group of directors is elected at each annual meeting of shareholders for a three-year term. Each year a different group of directors is elected on a rotating basis. Martin Salinas Jr. and Farha Aslam, who were appointed upon the resignation of prior directors, 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 Jim Anderson, Wayne Hoovestol, Ejnar Knudsen and Kimberly Wagner expire at the 2023 annual meeting. The terms of Todd Becker, Brian Peterson and Alain Treuer expire at the 2024 annual meeting.

Table of Contents

Director Nominee Biographical Information and Experience

Nominees for Election at the 2022 Annual Meeting

Farha Aslam Managing Partner, Crescent House Capital Age: 53 Director Since: 2021 Committees: Compensation

Table of Contents

Martin Salinas Jr. Former Chief Financial Officer Energy Transfer Partners, LP Age: 50 Director Since: 2021 Committees: Audit (Chair), Nominating and Governance

Table of Contents

Continuing Directors with Terms Expiring in 2023

Jim Anderson Lead Independent Director Chief Executive Officer, Moly-Cop Age: 64 Director Since: 2008 Committees: Audit, Compensation

Table of Contents

Wayne Hoovestol Chairman of the Board Former Chief Executive Officer, Green Plains Inc. Age: 63 Director Since: 2006 Committees: None

Ejnar Knudsen Founder and Chief Executive Officer, AGR Partners Age: 53 Director Since: 2016 Committees: None

Table of Contents

Kimberly Wagner Founder, TBGD Partners Age: 58 Director Since: 2020 Committees: Nominating and Governance (Chair), Audit

Table of Contents

Continuing Directors with Terms Expiring in 2024

Todd Becker President and Chief Executive Officer, Green Plains Inc. Age: 56 Director Since: 2009 Committees: None

Table of Contents

Brian Peterson President and Chief Executive Officer, Whiskey Creek Enterprises Age: 58 Director Since: 2005 Committees: Compensation (Chair)

Alain Treuer Co-Founder, VBV LLC Age: 49 Director Since: 2008 Committees: Nominating and Governance

Table of Contents

Board Diversity Matrix

Table of Contents

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 the 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 Goverance 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.

Table of Contents

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 “Additional Information” 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

In 2021, the Board appointed a lead independent director and defined the role of the Lead Independent Director in its governance guidelines published on its website. The Board believes the addition of the lead independent director is appropriate given the Chairman’s non-independent status. The roles of the Chairman and the Lead Independent Director are as follows:

Table of Contents

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 one-third of the Board is now diverse. Further, it has 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 both age, gender and racial diversity to the Board.

Independent Directors

Under the corporate governance listing standards of the 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, other than Messrs. Hoovestol and Knudsen, meet the independence requirements of the NASDAQ and the SEC.

Table of Contents

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.

The tables which follow set forth committee memberships as of the date of this proxy.

Principal Responsibilities:

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, 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 the NASDAQ and the SEC. Messrs. Salinas and Anderson have been determined to be audit committee financial experts as defined in Rule 407(d)(5) of Regulation S-K.

Table of Contents

Principal Responsibilities:

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.

Table of Contents

Principal Responsibilities:

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.

During 2021, as part of a board refreshment and diversity initiative, four board members retired or resigned. In conjunction with the efforts, the CEO recommended, and the Nominating and Governance Committee nominated Martin Salinas and Farha Aslam to join the Board. In addition, the Nominating and Governance Committee reviewed committee leadership and recommended to the Board that leadership for each of the committees be refreshed. Accordingly, in July 2021, Martin Salinas was named Chairperson of the Audit Committee and in August 2021, the Board accepted the recommendation of the Nominating and Governance Committee to name Brian Peterson as the chairperson of the Compensation Committee and Kim Wagner as chairperson for the Nominating and Governance Committee.

Table of Contents

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 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 evaluates new and continuing directors for election to the Board.

Each committee provides the Board with regular, detailed reports regarding committee meetings and actions.

Table of Contents

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

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 first hand.

Table of Contents

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 over 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.

Corporate Responsibility/ESG/Sustainability Oversight

Our sustainability strategy is structured around the three pillars of ESG: Environmental, Social and Governance. Extending beyond those pillars are our material topics and key areas of impact, prioritized based on a data-driven, stakeholder-oriented and forward-looking approach. The Board maintains oversight of all material ESG topics including, but not limited to climate change, GHG emissions and employee safety. The Nominating and Governance Committee of the Board holds primary oversight of ESG initiatives and strategy. The remaining committees provide oversight of certain material topics and key areas of impact. For example, our Audit Committee is responsible for information security and cyber security. The day-to-day management and identification of ESG topics, including climate change, and their impacts, risks and opportunities is the responsibility of our internal ESG work group composed of associate, management and executive level employees. Our ESG reporting is aligned with Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) standards and UN Sustainable Development Goals. Going forward, we plan to disclose how our ESG governance, strategy, risk management and metrics and targets align with the Task Force on Climate-related Financial Disclosures (TCFD).

Table of Contents

More information can be found on 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.

Table of Contents

Investor Engagement

We are receptive to listening to investor feedback as part of our robust shareholder engagement program. We attend numerous investor conferences throughout the year as well as participate in one-on-one investor calls. Our CEO, CFO and other members of management 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 board governance and refreshment. 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 by refreshing the Board, rotating committee chairs, appointing a Lead Independent Director and finally proposing to our shareholders to begin the process of declassifying the Board.

Table of Contents

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 – Corporate 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.

Meeting Attendance and Executive Sessions

During the fiscal year ended December 31, 2021, the Board held four regular meetings and twelve special meetings. Each of our directors attended at least 85% 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, 2021. The Board met in executive session, without management at each meeting.

Table of Contents

The table below shows the meeting attendance for each director in 2021:

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 of our directors virtually attended our 2021 annual meeting of shareholders.

Prohibition on Short-Term and Speculative Trading and Pledging

Our directors and each officer who is subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is prohibited from holding company securities in a margin account or pledging company securities as collateral for a loan. In 2021, the Board eliminated all exceptions to pledging shares and no director or officer is permitted any exception for the pledge of shares going forward.

Table of Contents

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. During 2021, each non-employee director was paid a cash retainer of $75,000 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 $4,000 retainer. Additionally, annual individual restricted stock grants were awarded equal to $125,000 in value, as measured on the date of grant. Board members are also reimbursed for travel and other business-related expenses.

The Compensation Committee retained Pearl Meyer, an independent consultant, during 2016 to evaluate our non-employee director compensation program and provide recommendations for appropriate changes, if any, to achieve market-competitiveness and consistency with recognized corporate governance best practices. With an objective that total compensation for all non-employee directors would be awarded within a range of the 50th to 75th percentile of industry compensation defined by our peer group analysis and other methodologies consistent with industry practice, in 2016, the Board approved an increase in the annual individual restricted stock grants from $100,000 to $125,000.

On May 7, 2021, the Company’s non-employee directors each received a grant of 4,505 shares of restricted stock with an award value of $125,000 pursuant to the 2019 Equity Incentive Plan, as amended. The award vests and shares of Common Stock are issued after one year. Incoming directors, Mr. Salinas and Ms. Aslam received prorated awards based on when they joined the Board in 2021.

As an employee, Mr. Becker does not receive director compensation. See Summary Compensation Table for information on his compensation.

Table of Contents

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, 2021.

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 company Common Stock of 5x of their annual cash retainer.

Table of Contents

Audit Matters

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, 2022. 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, 2022. 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.

Table of Contents

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 of the services provided by KPMG during 2021 and 2020 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, 2021 and 2020, KPMG LLP was our independent auditor. The following table sets forth aggregate fees billed to us, including fees related to services rendered for GPP, for professional services rendered by KPMG for the years ended December 31, 2021 and 2020.

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 such as the capital raise in 2021, and other fees that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

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 2021 or 2020.

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 2021 or 2020.

Table of Contents

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 Anderson, each of whom is independent under the rules of the NASDAQ and the SEC. Messrs. Salinas and Anderson, have been determined to be audit committee financial experts 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, 2021, which has primary responsibility for the financial statements. KPMG, the Company’s independent auditor for the year ended December 31, 2021, 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 Oversight Board regarding communications concerning independence, and the Audit Committee considered whether KPMG maintained its independence during the year ended December 31, 2021. 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, 2021.

Respectfully submitted,

Martin Salinas, Chairman
Jim Anderson
Kimberly Wagner

Table of Contents

Executive Officers

Our executive officers, their ages and their positions as of March 10, 2022 are as follows. Our executive officers serve at the discretion of the Board. All of the executive officers listed serve the general partner of Green Plains Partners LP in the same capacity as noted below. Messrs. Becker and Simpkins and Ms. Mapes also serve as directors of the general partner of GPP.

Todd A. Becker, 56 President and Chief Executive Officer (and Director)

G. Patrich Simpkins Jr., 60 Chief Financial Officer

Paul E. Kolomaya, 56 Chief Accounting Officer

Table of Contents

Michelle S. Mapes, 55 Chief Legal and Administration Officer and Corporate Secretary

Negil L. McPherson Jr, 58 Chief People Officer

Chris G. Osowski, 43 Executive Vice President – Operations and Technology

Table of Contents

Leslie van der Meulen, 44 Executive Vice President – Product Marketing and Innovation

Table of Contents

Executive Compensation

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 2017 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 44, for a more detailed discussion of our executive compensation program, including information about fiscal year 2021 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.

Approval of the above resolution requires the affirmative vote of a majority of the outstanding shares of the Common Stock of the Company present in person (online) or represented by proxy and entitled to vote on the matter (assuming a quorum is present). Abstentions will have the same effect as a vote against the proposal. Brokers will not have discretionary authority to vote on this proposal, and therefore such broker “non-votes” will have no effect on the outcome.

Table of Contents

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 2021 compensation for our named executive officers (NEOs):

	Todd A. Becker President and Chief Executive Officer (and Director)		G. Patrich Simpkins Jr. Chief Financial Officer		Paul E. Kolomaya Chief Accounting Officer		Michelle S. Mapes Chief Legal and Administration Officer and Corporate Secretary		Leslie van der Meulen Executive Vice President - Product Marketing and Innovation

Executive Overview

The NEOs’ payouts under the 2021 annual incentive program considered the Company’s financial results, safety performance, achievement of key strategic initiatives and individual performance in 2021. As described further in the 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 long-term equity awards and annual cash incentive 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.

Table of Contents

Our Core Compensation Principles

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:

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 long-term equity awards and annual cash incentive awards. These awards are linked to actual performance and include a significant portion of equity. See charts on page 55 for more information regarding the target annual compensation mix for our CEO and other NEOs.

Table of Contents

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 2017 say on pay vote, the committee conducted an in-depth analysis of our compensation and governance practices, including an enhanced shareholder outreach process and a thorough review of all aspects of our compensation strategies and program. This analysis resulted in significant changes to our compensation programs for fiscal 2018 (discussed under Compensation Program Improvements at page 50).

FISCAL 2021 COMPENSATION ACTIONS AT A GLANCE

The following summarizes the key compensation decisions for the NEOs for fiscal 2021:

Base salary: The annual rate of base salaries of the CEO and other NEOs were adjusted in 2021 to reflect ever changing market conditions.

Annual Incentive Bonus: For fiscal 2021, the Compensation Committee awarded annual bonuses ranging from 80% to 104% of each NEO’s target bonus. See the section entitled Annual Incentive Compensation for a complete discussion of our performance measures, targets and performance for 2021 and annual bonuses awarded by the Committee for the year.

Long-Term Incentive Awards: In February 2021, each of the NEOs was granted a combination of PSUs and RSAs that cliff vest on the third anniversary of the grant date. Moreover, the PSUs granted in February 2021 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.

2021 Performance Highlights

Table of Contents

The following chart outlines total shareholder return over the three-year period ended February 19, 2022 relative to our Performance Peer Group:

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 adopt a compensation recovery (clawback) policy to allow the Board to recover annual or long-term incentive awards in connection with a material financial restatement resulting from executive misconduct.
	We adopt separate metrics for our annual incentive bonus and LTIP programs.
	We have stock ownership guidelines and we have always prohibited stock pledging, as well as hedging, transactions, for executive officers.

Table of Contents

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.

Table of Contents

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:

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 the latter half of 2021, with Meridian serving as the compensation consultant prior to that time since 2017. To determine the appropriate compensation levels, the committee considers, in conjunction with recommendations from its independent compensation consultant:

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:

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.

Table of Contents

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 2017, the committee engaged Meridian, an independent executive compensation consulting firm. In 2021, with the change of the chairmanship of the Committee, the Committee chose to engage 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 the NASDAQ.

Consideration of Say-On-Pay Vote

At our 2017 annual meeting, 76% of our shareholders approved our say on pay proposal. While we were gratified by the passing vote, we recognized that the approval percentage was not at a level we deemed acceptable. As a result, management engaged with two proxy advisory firms and the feedback received was strongly supportive of the changes to our executive compensation program that had been made for 2017. The committee, with input from its independent compensation consultant, further considered the 2017 vote results and current market practices and introduced additional changes for 2018.

At our 2021 annual meeting, our shareholders approved our NEOs’ compensation, with approximately 88% 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, our NEO compensation program was significantly amended to enhance alignment between executive compensation and the interests of our shareholders, as follows:

Table of Contents

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			Beginning in 2018, 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
	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 resulting from executive misconduct.		FY 2018
	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 and FY 2021
	Stock ownership guidelines and Pledging Policy			We have stock ownership guidelines 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 and FY 2021

Table of Contents

WHAT WE HEARD			ACTIONS TAKEN			EFFECTIVE STARTING
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
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.		FY 2017 and FY 2022
				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.

Use of Peer Companies in Setting Executive Compensation and Measuring Performance

Purpose

As discussed in more detail below, our Company has a unique product offering that makes it difficult to establish a group of 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.

Table of Contents

The Compensation Committee, in consultation with Pay Governance, updated the selected companies for the Pay Levels Peer Group, from the prior work completed by the prior consultant Meridian. 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 have the opportunity to earn above median compensation. Where company performance is weaker, compensation will be below the market median.

Performance Peer Group

To better reflect the Company’s operating segments and the companies we compete with for employee talent and capital, the Performance Peer Group was established for purposes of evaluating our performance under the 2019 PSU awards. In selecting the Performance Peer Group constituents, the Committee considered the following criteria: (i) industry, (ii) business operations similar to those of the Company, focused on production of feed ingredients, biofuels, and biofuel feedstocks, (iii) the extent to which operations were global, (iv) company size, as measured by revenues and market capitalization, and (v) availability of publicly-disclosed financial information.

Table of Contents

Peer Companies

The following companies comprised the Pay Levels Peer Group used to inform 2021 pay decisions.

Table of Contents

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

Table of Contents

		FIXED			VARIABLE
					LONG-TERM INCENTIVE
		BASE SALARY	ANNUAL INCENTIVE		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 compensation environment shifted dramatically in 2021 with increased pressure on compensation at all levels of the Company. The Company instituted widespread salary increases in the summer of 2021. The Compensation Committee, in consultation with its independent compensation consultant, Pay Governance, evaluated the base salaries of its key executives based on market data in the third quarter of 2021. Such analysis led the Committee to make adjustments in September 2021 as set forth in the chart below.

The chart below summarizes the annual base salary of our NEOs for fiscal 2021 and 2020.

Table of Contents

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 2021.

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:

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:

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:

Annual Incentive Award Opportunities

In early 2021, the Compensation Committee established target annual incentive award opportunities for the NEOs for 2021, as summarized in the table below:

FISCAL 2021 TARGET BONUS OPPORTUNITIES

Table of Contents

Annual Incentive Award Formula

In 2021, the Compensation Committee approved the following performance measures, weighting and goals, and corresponding payouts, for use in determining payouts under the 2021 annual incentive program:

Table of Contents

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 below:

Determination of Payouts

Following the end of 2021, the Compensation Committee assessed the Company’s performance on the measures above and each of the NEOs individual performance, and determined the payout earned.

Objective		Weighting		Threshold Performance		Target Performance		Maximum Performance (1)
Ethanol EBITDA
Non-Ethanol EBITDA
Safety
Operating Initiatives
Other Operating Initiatives (2)				Earned on an individual project basis
MBOs				Earned on an individual basis

Table of Contents

The Board and Compensation Committee determined the following executive officers met the aforementioned objectives with the following accomplishments:

Table of Contents

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 2021, which ranged from 80% to 104% of each NEO’s 2021 target bonus, as illustrated in the table below:

Notably, in the case of our Chief Executive Officer, the annual bonus awarded (90.0% of his target bonus) is below his target payout. The Compensation Committee believes that the 2021 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 Compensation

Overview

Each of our NEOs was provided with long-term incentive award opportunities for fiscal 2021 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

After reviewing trends in executive compensation and pay-related governance policies and in response to the results of our 2017 say on pay vote, the Committee made the following changes to the Company’s LTI awards, beginning with the 2018 annual awards:

Table of Contents

LTI Incentive Mix				Year 1		Year 2		Year 3		Year 4
		RSAs		Grant		-		-		Vests
		PSUs								Earned

For 2021, the NEOs’ awards were granted 50% in PSUs, with the balance in service-based RSAs, which vest on the third anniversary of the grant date.

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 2021 PSU awards would be earned based on achievement of key initiatives (as described on page 58 of the proxy) for a three-year performance period. Shares not earned in a given performance period expire and are forfeited. PSUs are also subject to potential forfeiture if an executive terminates their employment prior to vesting.

Grants

The 2021 RSA awards and PSU awards granted to the NEOs are summarized in the tables below:

Metrics

The performance levels and corresponding payouts established for the Company’s Performance Goals described below with respect to the 2021 PSU awards are summarized in the table below.

Table of Contents

The Performance Goals for the 2021 LTI awards set by the Compensation Committee are as follows:

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.

Retirement Benefits and Perquisites

Retirement Benefits

Our Company offers a 401(k) plan to all of its eligible U.S.-based salaried employees. The 401(k) plan includes 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.

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 $11,600 in 2021, 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.

Table of Contents

Compensation Policies and Procedures

Employment and Severance Agreements

Our Company has entered into Employment Agreements with Messrs. Becker, Simpkins and van der Meulen and Ms. Mapes that provide for, among other things, potential payments and other benefits upon termination of employment for a variety of reasons.

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 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 NEOs and non-employee directors to maintain an investment in our Common Stock at the following levels:

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.

Compensation Recovery (Clawback)

In early 2018, we adopted a compensation recovery policy that goes beyond the policies currently required by law. Specifically, the policy requires each executive officer to reimburse the Company for all or a portion of any annual or long-term incentive compensation paid to the executive officer based on achievement of financial results that were subsequently the subject of a restatement due to the executive’s misconduct, to the extent determined by the Board of Directors. The Board of Directors may also determine to require the forfeiture of unvested awards, reduce future compensation or take other disciplinary actions (including termination

Table of Contents

of employment). The Compensation Committee believes that this compensation recovery policy enhances our governance practices by creating direct financial costs to NEOs whose misconduct leads to a material financial restatement.

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 reasonably likely to have a material adverse effect on us. The Compensation Committee also reviewed our compensation programs for certain design features which have been identified by experts as having the potential to encourage excessive risk-taking, with none being identified in our programs. 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. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) in December 2017, compensation that was “performance-based” was excluded from this $1 million limitation and was deductible by the Company. Under the TCJA, the performance-based exception has been repealed generally for tax years beginning after December 31, 2017. A limited exception applies to certain compensation that qualifies as performance-based compensation under pre-TCJA IRC Section 162(m), provided it is paid pursuant to a written binding contract in effect on November 2, 2017 and which has not been modified in any material respect on or after that date.

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 GPI, (ii) was formerly an officer of GPI 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, 2021, we had no “interlocking” relationships in which (i) an executive officer of GPI served as a member of the Compensation Committee of another entity, one of whose executive officers served on the Compensation Committee of GPI, (ii) an executive officer of GPI served as a director of another entity, one of whose executive officers served on the Compensation Committee of GPI, or (iii) an executive officer of GPI served as a member of the Compensation Committee of another entity, one of whose executive officers served as a director of GPI.

Table of Contents

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, 2021.

Respectfully submitted,

Brian Peterson, Chairman
Jim Anderson
Farha Aslam

Table of Contents

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 2021, 2020 and 2019.

Table of Contents

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, 2021.