DEF 14A of Green Plains Inc., Apr 24, 2025

DEF 14A of Green Plains Inc.

Filed Apr 24, 2025 · FY20240001309402-25-000074

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors On April 14, 2025, Green Plains Inc. appointed three individuals as independent members of its board of directors, Steve Furcich, Carl Grassi, and Patrick Sweeney. These individuals were appointed as part of the continuation of the Company's refreshment of its board of directors as they possess additive experience in key areas such as the agriculture and commodities sector, capital allocation, finance, long-term planning, and strategic reviews and transactions. Now through the Annual Meeting, the appointments will result in an expansion of the Board to ten members. The Board will be reduced to eight members due to Ejnar A. Knudsen III and Alain Treuer not standing for re-election at this year’s Annual Meeting.

  2. Our Board of Directors

    | | | | Director Since | Committee Membership | | | | Name and Primary Occupation | | Age | | AC | CC | NGC | | Director Nominees | | | | | | | | | JAMES D. ANDERSON Chairman of the Board Chief Executive Officer, Molycop | 67 | 2008 | | | | | | FARHA ASLAM Managing Partner, Crescent House Capital | 56 | 2021 | | | | | | STEVE FURCICH Partner, Tillridge Global Agribusiness Fund | 66 | N/A | | | | | | CARL GRASSI Former Chairman, McDonald Hopkins LLC | 65 | N/A | | | | | | BRIAN PETERSON President and Chief Executive Officer, Whiskey Creek Enterprises | 61 | 2005 | | | | | | MARTIN SALINAS JR. Former Chief Financial Officer, Energy Transfer Partners, LP | 53 | 2021 | | | | | | PATRICK SWEENEY Director, Portfolio Manager, Ancora Holdings Group LLC | 35 | N/A | | | | | | KIMBERLY WAGNER Managing Partner, TBGD Partners | 61 | 2020 | | | |

  3. Our Board of Directors

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

  4. Our Board of Directors

    | 8 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  5. Director Nominee Biographical Information and Experience

    Director Nominee Biographical Information and Experience

  6. Nominees for Election at the 2025 Annual Meeting

    Nominees for Election at the 2025 Annual Meeting

  7. Nominees for Election at the 2025 Annual Meeting

    | | | | James D. Anderson Chairman of the Board Chief Executive Officer, Molycop Age: 67 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/Sustainability | —Executive Leadership —Executive Compensation |

  8. Nominees for Election at the 2025 Annual Meeting

    | CORPORATE GOVERNANCE | 15 |

  9. Nominees for Election at the 2025 Annual Meeting

    | | | | Farha Aslam Managing Partner, Crescent House Capital Age: 56 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 |

  10. Nominees for Election at the 2025 Annual Meeting

    | 16 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  11. Nominees for Election at the 2025 Annual Meeting

    | | | | Steve Furcich Partner, Tillridge Global Agribusiness Fund Age: 66 Director Since: 2025 Committees: None | | | | Director Qualifications Mr. Furcich is qualified to serve as a director because of his extensive knowledge of the midstream and downstream agribusiness sectors, providing the Board with valued industry experience. Current Public Company Directorships —Wilmar Nutrition, a subsidiary of Wilmar International (WLMIF) —Furst-McNess and Devenish Nutrition, subsidiaries of Easy Bio Past Public Company Directorships —Novita Nutrition (WSE) | | | Background —Partner, Tillridge Global Agribusiness Fund and Director for portfolio companies in the Tillridge and NGP Agribusiness Follow-on Funds —Served as President of Archer Daniels Midland Company’s Nutrition and Malting divisions from 2002 to 2009 —Served as the Vice President and Director of Group Operations for Oilseeds from 2000 to 2002, responsible for all global manufacturing operations for the Oilseeds, Cocoa, Nutraceutical, and Animal Nutrition Divisions —28 year career at Archer Daniels Midland Company, where he also served as President of ADM's Nutrition and Malting Divisions and as Vice President ADM Polymer —Has a Bachelor's degree in Agricultural Engineering from the University of Illinois | | | | Skills | —Industrial Mfg & Ingredient Prod —Commodity Markets/Marketing —Strategy Development | —International Business —M&A/Partnerships —Capital Markets | | —Legal/Regulatory/ Gov’t Rel —Public Co/Corp Govern/Sustainability | —Executive Leadership —Executive Compensation |

  12. Nominees for Election at the 2025 Annual Meeting

    | CORPORATE GOVERNANCE | 17 |

  13. Nominees for Election at the 2025 Annual Meeting

    | | | | Carl Grassi Former Chairman, McDonald Hopkins LLC Age: 65 Director Since: 2025 Committees: Nominating and Governance | | | | Director Qualifications Mr. Grassi is qualified to serve as a director because of his extensive legal and accounting knowledge, serving as an advisor and director to numerous public companies and providing the Board with valued industry experience. Current Public Company Directorships —Regional Brands, Inc. (RGBD) Past Public Company Directorships —J. Alexander's Inc. —Mace Security International, Inc. | | | Background —Former Senior Counsel at McDonald Hopkins, LLC through March 2024, former Chairman of Board Directors and Executive Committee from 2016 to 2019, President and Chairman from 2007 to 2016 and member of the Board of Directors from 1997 to 2020 —Worked as an attorney since July 1992 with experience as corporate counsel and a business advisor to a number of middle-market and growth companies —Member on the Advisory Boards of Ancora Holdings, Inc. and Thinsolutions, Inc. —Member of the board of directors of the International Lawyers Network from May 2019 to March 2022 —Member of Greater Cleveland Sports Commission from April 2007 to 2022 —Has a Juris Doctor's degree from Cleveland State University College of Law and a Bachelor’s degree in Accounting from John Carroll University —Certified Public Accountant (non-active) in state of Ohio | | | | Skills | —Industrial Mfg & Ingredient Prod —Strategy Development | —M&A/Partnerships —Capital Markets | | —Audit/Risk/ Cybersecurity —Legal/Regulatory/ Gov’t Rel —Public Co/Corp Govern/Sustainability | —Executive Leadership —Executive Compensation |

  14. Nominees for Election at the 2025 Annual Meeting

    | 18 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  15. Nominees for Election at the 2025 Annual Meeting

    | | | | Brian Peterson President and Chief Executive Officer, Whiskey Creek Enterprises Age: 61 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 |

  16. Nominees for Election at the 2025 Annual Meeting

    | CORPORATE GOVERNANCE | 19 |

  17. Nominees for Election at the 2025 Annual Meeting

    | | | | Martin Salinas Jr. Former Chief Financial Officer Energy Transfer Partners, LP Age: 53 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. Past Public Company Directorships —Noble Midstream Partners L.P. (NBLX) —NuStar Energy L.P. (NS) —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/Sustainability | —Executive Leadership —Executive Compensation |

  18. Nominees for Election at the 2025 Annual Meeting

    | 20 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  19. Nominees for Election at the 2025 Annual Meeting

    | | | | Patrick Sweeney Director, Portfolio Manager, Ancora Holdings Group LLC Age: 35 Director Since: 2025 Committees: None | | | | Director Qualifications Mr. Sweeney is qualified to serve as a director because of his background as an investor and financial knowledge from more than a decade working at a leading investment firm, providing the Board with valued industry experience. | | | Background —Director, Portfolio Manager, Ancora Holdings Group LLC —Serves as a Portfolio Manager in Ancora's Alternatives Group for the firm's activist strategy —Previously served as an equity analyst for Ancora's Alternatives group after joining Ancora in an institutional marketing role —Prior to joining Ancora, worked as a Corporate Banking Analyst at PNC Financial Services in the healthcare and public finance group, handling the corporate banking needs of large healthcare providers and municipalities in the Midwest —Has a Bachelor of Science degree in finance from John Carroll University | | | | Skills | —Industrial Mfg & Ingredient Prod —Strategy Development | —M&A/Partnerships —Capital Markets | | —Audit/Risk/ Cybersecurity —Legal/Regulatory/ Gov’t Rel | —Public Co/Corp Govern/Sustainability |

  20. Nominees for Election at the 2025 Annual Meeting

    | CORPORATE GOVERNANCE | 21 |

  21. Nominees for Election at the 2025 Annual Meeting

    | | | | Kimberly Wagner Managing Partner, TBGD Partners Age: 61 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 three 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 and Managing Partner 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 2018-2019 —Former Partner at McKinsey & Co. in the Food and Agribusiness sectors from 2016 to 2018 —Former Partner and Senior Partner at The Boston Consulting Group, Inc. from 2001 to 2015 where she had multiple firm roles including leading the Global Agriculture and Product Development Practices —Serves on the board of Frontier Co-Op and GreenTech Ventures/TrueAlgae and is a former director at SmithFoods, Inc. —Alumni-elected member of the Cornell University Board of Trustees where she chairs the University Relations Committee and is a member of the Executive Committee —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 certifications in governance (NACD.DC), sustainability (GCB.D) and climate/biodiversity (CCB.D) —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/Sustainability —Executive Leadership |

  22. Nominees for Election at the 2025 Annual Meeting

    | 22 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  23. Compensation of Directors

    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. Compensation for Board members has not been changed since August 2022. Board members are also reimbursed for travel and other business-related expenses. A go-forward summary is as follows:

  24. Compensation of Directors

    | 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 |

  25. Compensation of Directors

    On May 9, 2024, the Company’s non-employee directors each received a grant of 6,687 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 did 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, 2024:

  26. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | James D. Anderson, Chairman | 110,000 | 135,000 | - | - | 245,000 | | Farha Aslam | 90,000 | 135,000 | - | - | 225,000 | | Ejnar A. Knudsen III (3) | 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 |

  27. Compensation of Directors

    (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 9, 2024, our non-employee directors, received a grant of restricted stock with an award value of $135,000, or 6,687 shares of restricted stock, which were outstanding as of December 31, 2024. This grant represents noncash compensation for Board service for the year following that date. (2)Effective May 6, 2024, Mr. Knudsen was appointed as a new member of the Audit Committee.

  28. Compensation Discussion and Analysis

    | 42 | Executive Overview | | 45 | How We Make Compensation Decisions | | 50 | Pay Levels Peer Group |

  29. Compensation Objectives and Philosophy

    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.

  30. Compensation Best Practices

    | 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 in compliance with Nasdaq listing standards 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. |

  31. Use of an Independent Compensation Consultant

    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. Since then, Pay Governance has provided advice on peer groups, executive compensation benchmarking and our short-term and long-term executive compensation program design, and has generally advised the Committee on executive compensation matters at its meetings, including executive sessions. 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.

  32. 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 |

  33. SIGNIFICANT ACTIONS TAKEN IN RESPONSE TO SAY-ON-PAY VOTES AND INVESTOR FEEDBACK

    | 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 2022 PSUs vested based on achievement of future EBITDA and Ultra-High Protein initiatives. The 2023 PSUs vest based on achievement of future EBITDA and Ultra-High Protein and clean sugar returns. The 2024 PSUs vest based on achievement of future EBITDA and absolute stock price, as well as Ultra-High Protein, clean sugar and carbon returns. | 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 | Since 2018, we have granted PSUs that 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, FY 2022 and FY 2024 | | 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 |

  34. Use of Peer Companies in Setting Executive Compensation and Measuring Performance

    Use of Peer Companies in Setting Executive Compensation and Measuring Performance

  35. Purpose

    | The committee uses peer group to assess executive compensation opportunities and competitive compensation (the "Pay Levels Peer Group"). |

  36. Purpose

    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.

  37. Pay Levels Peer Group

    Pay Levels Peer Group The following companies comprised the Pay Levels Peer Group used to inform 2024 pay decisions.

  38. Pay Levels Peer Group

    | Pay Levels Peer Group | | Clean Energy Fuels Corporation CVR Energy, Inc. Darling Ingredients Inc. Delek US Holdings, Inc. H.B. Fuller Company Ingredion Incorporated Koppers Holdings Inc. New Market Corporation Par Pacific Holdings, Inc. Talos Energy Inc. The Andersons, Inc. |

  39. Pay Levels Peer Group

    In 2024, the Company eliminated two companies from its Pay Levels Peer Group, including Amyris, Inc. as a result of them declaring bankruptcy in 2023 and Denbury Resources Inc. as they were acquired by ExxonMobil in 2023. These two companies were not replaced in the Pay Levels Peer Group as the Company deemed the remaining companies sufficient to represent our Company for purposes of informing 2024 pay decisions.

  40. Executive Compensation Snapshot

    | | FIXED | VARIABLE | | | | | | | LONG-TERM INCENTIVE COMPENSATION | | | | BASE SALARY | ANNUAL INCENTIVE COMPENSATION | RSAs | PSUs | | CEO TARGET PAY MIX | | | | | | NEO TARGET PAY MIX | | | | |

  41. Annual Incentive Compensation

    Annual Incentive Compensation

  42. Overview

    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 2024. 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.

  43. Overview

    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.

  44. Annual Incentive Award Opportunities

    Annual Incentive Award Opportunities In early 2024, the Compensation Committee established target annual incentive award opportunities for the NEOs for 2024, as summarized in the table below:

  45. Annual Incentive Award Opportunities

    | 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. Boggs | 80% | 0 – 200% | | Mr. Stark | 80% | 0 – 200% | | Mr. Kadavy | 80% | 0 – 200% | | Ms. Mapes | 80% | 0 – 200% | | Mr. Osowski | 80% | 0 – 200% |

  46. Annual Incentive Award Formula

    Annual Incentive Award Formula In 2024, the Compensation Committee approved the following performance measures, weighting and goals, and corresponding payouts, for use in determining payouts under the 2024 annual incentive program:

  47. Annual Incentive Award Formula

    | Objective | Weighting | Threshold Performance / 50% Payout | | Target Performance / 100% Payout | | Maximum Performance / 200% Payout (1) | | | Emergent EBITDA (2) | 30% | | Earned based on various performance targets for each product | | | | | | Safety (3) | 5% | | Earned based on various safety targets | | | | | | Run Rate (mm bushels/year) | 5% | | 289 | | 308 | | 316 | | 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 | 27.5% | | Earned based on various quantitative metrics for each operating initiative (4) | | | | | | MBOs / Individual Performance | 25% | | Earned through MBO attainment | | | | |

  48. Annual Incentive Award Formula

    (1)The maximum potential payout for each measure (as a % of the weighting at target) is 200% of target. (2)Emergent EBITDA is comprised of contributions from corn oil, high-protein MSC, clean sugar, FQT, and Optimal. Performance goals are established in two six-month periods to address the commodity nature of our business. No award is paid until the end of the annual period. (3)The plant safety goal is comprised of various industry metrics, including OSHA rate, DART rate, air permit deviation count, water permit deviation count, and 30-hour OSHA training completion percentage. (4)Other operating initiatives include multiple initiatives including but not limited to new protein international sales, Tharaldson and clean sugar ramp-up, operating expense per gallon, FQT's third party sales, carbon development progress, and SG&A expenditures. Each operating initiative has quantitative metrics.

  49. Annual Incentive Award Formula

    | 54 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  50. Annual Incentive Award Formula

    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:

  51. Annual Incentive Award Formula

    | 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% |

  52. Determination of Payouts

    Determination of Payouts Following the end of 2024, the Compensation Committee assessed the Company’s performance on the measures above and each of the NEOs individual performance, and determined the payout earned.

  53. Determination of Payouts

    | Company Objective | Weighting | Threshold Performance | Target Performance | Maximum Performance (1) | | Emergent EBITDA | | Earned based on various performance targets for each metric (2) | | | | Safety | | Earned based on various safety targets (3) | | | | Run Rate (mm bushels/year) | | | | | | ESG - ISS Scoring | | | | | | Renewable Corn Oil, Protein and Ethanol Yields | | Earned based on various performance targets for each product (4) | | | | Other Operating Initiatives | | Earned based on various quantitative metrics for each operating initiative (5) | | |

  54. Determination of Payouts

    | Individual Performance | | | | MBOs | | Earned on an individual basis |

  55. Determination of Payouts

    (1)The maximum potential payout for each measure (as a % of the weighting at target) is 200% of target. (2)Emergent EBITDA is comprised of five products, for which the Company achieved a payout on two of the five. (3)The Company achieved these performance measures at 100% on all five initiatives. (4)The Company achieved these performance measures at an average of 96% of target. (5)The Company achieved these performance measures on four of the seven initiatives.

  56. Determination of Payouts

    | EXECUTIVE COMPENSATION | 55 |

  57. Determination of Payouts

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

  58. Executive Vice President - Operations and Technology

    | Executive | Fiscal 2024 Target Bonus Opportunity | 2024 Bonus | Payout as a Percent of Target | | Mr. Becker | $1,600,000 | $772,240 | 48% | | Mr. Boggs | $320,000 | $200,400 | 63% | | Mr. Stark (1) | $400,000 | $— | 0% | | Mr. Kadavy | $340,000 | $244,800 | 72% | | Ms. Mapes | $336,000 | $304,920 | 91% | | Mr. Osowski | $320,000 | $290,400 | 91% |

  59. Executive Vice President - Operations and Technology

    (1)Mr. Stark retired from the CFO role effective November 1, 2024. Notably, in the case of our Former Chief Executive Officer, the annual bonus awarded (48% of his target bonus) is below his target payout. The Compensation Committee believes that the 2024 bonuses properly reflect the Company’s performance and each executive’s contributions during the year and are consistent with our compensation philosophy and objectives.

  60. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  61. Overview

    Overview Each of our NEOs was provided with long-term incentive award opportunities for fiscal 2024 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. Equity awards are discretionary and are generally granted annually with awards priced two days after the Company's Annual Report on Form 10-K is filed with the SEC to ensure material nonpublic information does not affect the value of executive compensation. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  62. Type and Incentive Mix

    | LTI Incentive Mix | | Year 1 | Year 2 | Year 3 | Year 4 | | | RSAs | Grant | One Third Vests | One Third Vests | One Third Vests | | | PSUs | | | | Earned |

  63. Type and Incentive Mix

    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, the Committee determined that 2024 PSU awards would be earned based on achievement of key initiatives (as described on page 55 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.

  64. Grants

    | Executive | Number of Shares | | Award Value (1) | | | | Award as a % of Annual Base Salary | | | | RSAs | PSUs | RSAs | | PSUs | | RSAs | PSUs | | Mr. Becker | 92,553 | 92,553 | | $2,150,006 | | $2,150,006 | 269% | 269% | | Mr. Boggs | 8,610 | 8,610 | | $200,010 | | $200,010 | 63% | 63% | | Mr. Stark | 15,067 | 15,067 | | $350,006 | | $350,006 | 73% | 73% | | Mr. Kadavy | 17,220 | 17,220 | | $400,021 | | $400,021 | 96% | 96% | | Ms. Mapes | 12,915 | 12,915 | | $300,015 | | $300,015 | 71% | 71% | | Mr. Osowski | 13,991 | 13,991 | | $325,011 | | $325,011 | 82% | 82% |

  65. Metrics

    | Performance Level | Payout % of Target Number of PSUs Earned | | Maximum | 200%* | | Target | 100% | | Threshold | 50% |

  66. Employment and Severance Agreements

    Employment and Severance Agreements The Company has entered into Employment Agreements with Messrs. Becker, Boggs, Stark, Kadavy and Osowski 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, Boggs, Stark, Kadavy and Osowski 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.

  67. Employment and Severance Agreements

    | EXECUTIVE COMPENSATION | 59 |

  68. Employment and Severance Agreements

    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.

  69. Summary Compensation Table

    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 2024, 2023 and 2022:

  70. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Comp. ($) (2) | All Other Comp. ($) (3) | Total ($) | | Todd Becker (4) Former President and Chief Executive Officer | 2024 | 800,000 | – | 4,300,012 | 772,240 | 116,594 | 5,988,846 | | | 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 | | Phil Boggs (5) Chief Financial Officer | 2024 | 316,667 | – | 400,020 | 200,400 | 23,457 | 940,544 | | James Stark (6) Former Chief Financial Officer | 2024 | 478,523 | – | 700,013 | – | 21,336 | 1,199,872 | | | 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 (7) | 2024 | 417,500 | – | 800,041 | 244,800 | 18,748 | 1,481,089 | | Former Executive Vice President Commercial Operations | 2023 | 380,000 | – | 700,063 | 201,000 | 18,606 | 1,299,669 | | Michelle Mapes Interim Principal Executive Officer, Chief Legal and Administration Officer and Corporate Secretary | 2024 | 420,000 | – | 600,031 | 304,920 | 35,210 | 1,360,161 | | | 2023 | 420,000 | – | 600,034 | 273,000 | 31,105 | 1,324,139 | | | 2022 | 420,000 | – | 658,536 | 298,998 | 31,105 | 1,408,639 | | Chris Osowski (5) Executive Vice President Operations and Technology | 2024 | 395,989 | – | 650,022 | 290,400 | 17,848 | 1,354,259 |

  71. Summary Compensation Table

    (1)Amounts for “Stock Awards” reflect a grant date fair value of $23.23/share in 2024, $34.66/share in 2023 and $29.47/share in 2022 computed in accordance with ASC 718. Restricted stock awards granted in 2024, 2023 and 2022 vest ratably over the three-year period following the date of grant. Performance share unit awards were granted to all NEOs in March 2024, March 2023 and February 2022, which cliff-vest in March 2027, March 2026 and February 2025, respectively, based on achievement of a variety of key initiatives. 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 2024 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.

  72. Summary Compensation Table

    | 62 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  73. Summary Compensation Table

    | | | PSUs | | | Name | RSAs ($) | Target ($) | Maximum ($) | | Mr. Becker | 2,150,006 | 2,150,006 | 4,300,012 | | Mr. Boggs | 200,010 | 200,010 | 400,020 | | Mr. Stark | 350,006 | 350,006 | 700,012 | | Mr. Kadavy | 400,021 | 400,021 | 800,042 | | Ms. Mapes | 300,015 | 300,015 | 600,030 | | Mr. Osowski | 325,011 | 325,011 | 700,022 |

  74. Summary Compensation Table

    (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 $23,000 per employee for 2024 plus any catch-up payments for anyone age 50 or older during the calendar year, $22,500 per employee for 2023 and $20,500 per employee for 2022, 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 $48,147 and a gross-up to cover the taxes on this benefit of $38,370. See Employment Agreements below for further information on our employment agreement with Mr. Becker. (4)Effective March 1, 2025, Mr. Becker departed the Company as President and Chief Executive Officer. (5)Mr. Boggs and Mr. Osowski became NEOs in 2024. As a result, only compensation paid or earned for 2024 is reported above. (6)Effective November 1, 2024, Mr. Stark retired from the Company. (7)Mr. Kadavy became a NEO in 2023. As a result, only compensation paid or earned for 2023 and 2024 is reported above. Effective February 6, 2025, as part of the Company’s corporate reorganization and cost reduction initiative, Mr. Kadavy's position was eliminated.

  75. Grants of Plan-Based Awards Table

    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, 2024:

  76. Grants of Plan-Based Awards Table

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | 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 | | | | – | – | | | 3/13/24(2) | – | – | – | | | | 92,553 | 2,150,006 | | | 3/14/24(3) | – | – | – | 46,277 | 92,553 | 185,106 | | 2,150,006 | | Phil Boggs | | 160,000 | 320,000 | 800,000 | | | | – | – | | | 3/13/24(2) | – | – | – | | | | 8,610 | 200,010 | | | 3/14/24(3) | – | – | – | 4,305 | 8,610 | 17,220 | | 200,010 | | James Stark | | 200,000 | 400,000 | 1,000,000 | | | | – | – | | | 3/13/24(2) | – | – | – | | | | 15,067 | 350,006 | | | 3/14/24(3) | – | – | – | 7,534 | 15,067 | 30,134 | | 350,006 | | Grant Kadavy | | 170,000 | 340,000 | 850,000 | | | | | | | | 3/13/24(2) | | | | | | | 17,220 | 400,021 | | | 3/14/24(3) | | | | 8,610 | 17,220 | 34,440 | | 400,021 | | Michelle Mapes | | 168,000 | 336,000 | 840,000 | | | | – | – | | | 3/13/24(2) | – | – | – | | | | 12,915 | 300,015 | | | 3/14/24(3) | – | – | – | 6,458 | 12,915 | 25,830 | | 300,015 | | Chris Osowski | | 160,000 | 320,000 | 800,000 | | | | – | – | | | 3/13/24(2) | – | – | – | | | | 13,991 | 325,011 | | | 3/14/24(3) | – | – | – | 6,996 | 13,991 | 27,982 | | 325,011 |

  77. Grants of Plan-Based Awards Table

    (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 2024, which vest ratably over the three-year period following the date of grant. (3)Represents performance share unit awards granted in March 2024, which cliff vest in March 2027 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.

  78. Grants of Plan-Based Awards Table

    | EXECUTIVE COMPENSATION | 63 |

  79. Employment Agreements

    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 provided that Mr. Becker would 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. On February 28, 2025, the Board announced the departure of Todd Becker as President and Chief Executive Officer and member of the Board, effective March 1, 2025. Mr. Becker entered into a Transition and Separation Agreement (the “Transition Agreement”) and, subject to Mr. Becker’s compliance with that agreement (including through the execution of a release set forth as part of the agreement), received a severance payment of $2,040,000 under the terms of his Transition Agreement, as well as vesting of all outstanding restricted shares, with performance share awards vesting at target. Mr. Boggs. Effective November 1, 2024, we entered into an amended employment agreement with Mr. Boggs due to his appointment as Chief Financial Officer of the Company. On November 4, 2024, we entered into a change in control severance plan with Mr. Boggs. The amended 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. Boggs' 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. Boggs 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. Stark. Mr. Stark re-joined the Company in January 2022 and entered into an employment agreement with us effective March 1, 2023. On November 15, 2024, in relation to the retirement of Jim Stark from the Chief Financial Officer role, Mr. Stark and the Company entered into a Confidential Severance Agreement and Release whereby Mr. Stark was eligible to receive restricted share awards granted, and performance share units previously granted. The restricted share awards vested shortly after the effective date when the Severance Agreement became irrevocable and the performance share units remain outstanding following Mr. Stark’s termination and will be settled upon each of the original vesting dates as set forth in the applicable award agreements, with the performance share units being settled based on actual performance following the end of the applicable performance period. 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. As part of the Company’s corporate reorganization and cost reduction initiative, the position of EVP - Commercial Operations was eliminated, effective February 6, 2025. Mr. Kadavy entered into separation agreements with usual and customary terms and received total compensation of $1,061,458 under the terms of his separation agreement and employment agreement, as amended, which includes amounts related to vested shares, with performance share awards vesting at target.

  80. Employment Agreements

    | 64 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  81. Employment Agreements

    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. On February 27, 2025, in connection with the expansion of Ms. Mapes’ duties and the corporate reorganization and cost reduction initiative, the Company amended the employment agreement (“Amendment”) dated February 3, 2020, with Ms. Mapes. Pursuant to the Amendment, Ms. Mapes shall continue employment through no later than December 31, 2025, at which time her position will be eliminated unless extended by mutual agreement, and the Amendment memorializes that Ms. Mapes will receive her current base salary at the annualized rate of $450,000 and will receive her current severance of six months base salary, along with the vesting of all outstanding restricted shares, with performance share awards vesting at target. See Potential Payments upon Termination or Change in Control for additional information. Mr. Osowski. Mr. Osowski joined the Company on January 10, 2022. In August 2023, we entered into a change in control severance plan with Mr. Osowski. Mr. Osowski's employment 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. Osowski’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. Osowski 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. See Compensation Discussion and Analysis for further details on 2024 performance objectives.

  82. Employment Agreements

    | EXECUTIVE COMPENSATION | 65 |

  83. Outstanding Equity Awards at Year-End

    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, 2024: nm,

  84. Outstanding Equity Awards at Year-End

    | | | 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 | 3/14/22(3) | 22,917 | 217,253 | 68,753 | 651,778 | | | 3/9/23(4) | 40,392 | 382,916 | 60,589 | 574,384 | | | 3/13/24(5) | 92,553 | 877,402 | 92,553 | 877,402 | | Phil Boggs | 3/14/22(3) | 1,432 | 13,575 | 4,298 | 40,745 | | | 3/9/23(4) | 1,924 | 18,240 | 2,886 | 27,359 | | | 3/13/24(5) | 8,610 | 81,623 | 8,610 | 81,623 | | | 11/11/24(6) | 22,105 | 209,555 | — | — | | James Stark | 3/9/23(4) | — | — | 10,099 | 95,739 | | | 3/13/24(5) | — | — | 15,067 | 142,835 | | Grant Kadavy | 10/3/22(6) | 2,755 | 26,117 | — | — | | | 3/9/23(4) | 6,732 | 63,819 | 10,099 | 95,739 | | | 3/13/24(5) | 17,220 | 163,246 | 17,220 | 163,246 | | Michelle Mapes | 3/14/22(3) | 3,724 | 35,304 | 11,173 | 105,920 | | | 3/9/23(4) | 5,770 | 54,700 | 8,656 | 82,059 | | | 3/13/24(5) | 12,915 | 122,434 | 12,915 | 122,434 | | Chris Osowski | 1/10/22(6) | 2,868 | 27,189 | — | — | | | 3/9/23(4) | 5,770 | 54,700 | 8,656 | 82,059 | | | 3/13/24(5) | 13,991 | 132,635 | 13,991 | 132,635 |

  85. Outstanding Equity Awards at Year-End

    (1)Reflects the target number of performance share units granted. Performance share awards granted in 2024, 2023 and 2022 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, 2024 of $9.48 was used to calculate the market value of shares and units that have not vested. (3)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. (4)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. (5)The March 13, 2024 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)Messrs. Boggs, Kadavy and Osowski were awarded restricted shares at the time of promotion or hiring, which vest ratably over the three-year period following the date of grant.

  86. Outstanding Equity Awards at Year-End

    | 66 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  87. Stock Vested

    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, 2024:

  88. Stock Vested

    | | Stock Awards | | | Name (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Todd Becker (2) | 190,532 | 4,277,132 | | Phil Boggs (3) | 9,145 | 204,365 | | James Stark (4) | 29,947 | 389,662 | | Grant Kadavy (5) | 6,122 | 105,521 | | Michelle Mapes (6) | 34,960 | 788,100 | | Chris Osowski (7) | 5,755 | 127,046 |

  89. Stock Vested

    (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 February 16, 2024, the Company withheld 65,526 shares of the 147,417 shares of restricted and performance stock that vested on that date to satisfy the NEO's tax withholding obligations. On March 8, 2024, the Company withheld 8,958 shares of the 20,197 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 14, 2024, the Company withheld 10,165 shares of the 22,918 shares of restricted 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 February 16, 2024, the Company withheld 3,288 shares of the 6,750 shares of restricted and performance stock that vested on that date to satisfy the NEO's tax withholding obligations. On March 8, 2024, the Company withheld 427 shares of the 962 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 14, 2024, the Company withheld 636 shares of the 1,433 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 January 10, 2024, 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. On March 8, 2024, the Company withheld 1,604 shares of the 3,367 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On November 15, 2024, the Company withheld 7,101 shares of the 24,189 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 October 3, 2024, the Company withheld 809 shares of the 2,755 shares of restricted stock that vested on that date to satisfy the NEO's tax withholding obligations. On March 8, 2024, the Company withheld 1,672 shares of the 3,367 shares of restricted 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 February 16, 2024, the Company withheld 13,282 shares of the 28,350 shares of restricted and performance stock that vested on that date. On March 8, 2024, the Company withheld 1,811 shares of the 2,886 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 14, 2024, the Company withheld 1,888 shares of the 3,724 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. (7)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, 2024, the Company withheld 1,425 shares of the 2,869 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 8, 2024, the Company withheld 1,373 shares of the 2,886 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations.

  90. Stock Vested

    | EXECUTIVE COMPENSATION | 67 |

  91. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  92. CEO Pay Ratio

    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 2024, our last completed fiscal year: —The annual total compensation of our median employee, other than our CEO, was $106,136; and —The annual total compensation of our CEO was $6,004,773. Based on this information, for 2024 the ratio of annual total compensation of Mr. Becker, our CEO, to the annual total compensation of our median employee was 57 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, 2024, the last day of our payroll, our total employee population consisted of 910 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 2024. 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 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in total compensation of $106,136. 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 2024 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 $15,927, 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 $6,004,773, which exceeds the amount reported for him in the Summary Compensation Table by $15,927.

  93. CEO Pay Ratio

    | EXECUTIVE COMPENSATION | 73 |

  94. Pay vs. Performance Comparison

    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 2024, 2023, 2022, 2021 and 2020:

  95. Pay vs. Performance Comparison

    | | | | | | | | 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) | | 2024 | 5,988,846 | 4,183,240 | | 1,267,185 | | 1,066,968 | | 61 | | 142 | (81,189) | 47,646 | | 2023 | 5,836,449 | 7,773,416 | | 1,347,643 | | 1,607,749 | | 163 | | 175 | (76,299) | 54,031 | | 2022 | 5,861,036 | 7,517,035 | | 1,292,677 | | 1,425,134 | | 198 | | 194 | (103,377) | 26,710 | | 2021 | 5,864,530 | 19,817,063 | | 1,406,008 | | 3,550,754 | | 225 | | 277 | (44,146) | 116,795 | | 2020 | 3,081,617 | 4,693,256 | | 870,074 | | 1,264,783 | | 85 | | 285 | (89,654) | (15,296) |

  96. Pay vs. Performance Comparison

    (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 2024, 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 2024, reflects compensation information for our NEOs, other than our CEO, as described in the CD&A of this Proxy Statement. For 2023, reflects compensation information for Mr. Stark, Mr. Kadavy, Ms. Mapes and Mr. Patrich Simpkins. For 2022, reflects compensation information for Mr. Stark, Ms. Mapes, Mr. Osowski, Mr. Simpkins and Mr. Leslie van der Meulen. For 2021, reflects compensation information for Ms. Mapes, Mr. Simpkins and Mr. Leslie van der Meulen, as well as Mr. Paul Kolomaya, the Company's former CAO and Mr. Walter Cronin, the Company's former CCO. For 2020, reflects compensation information for Ms. Mapes and Mr. Simpkins, as well as Mr. Kolomaya and Mr. Cronin. (4)Reflects cumulative total shareholder return of the NASDAQ Clean Edge Green Energy (CELS) index as of December 31, 2024, 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, 2024. (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, 2024, filed with the SEC on February 7, 2025, for a reconciliation of net loss on a GAAP basis to EBITDA.

  97. Pay vs. Performance Comparison

    | 74 | GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  98. Pay vs. Performance Comparison

    To calculate the amounts in the Compensation Actually Paid columns in the table above, in accordance with SEC rules, the following adjustments were made:

  99. Pay vs. Performance Comparison

    | | 2024 | | 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 | CEO | Average for Non-CEO NEOs | | Adjustments for CEO and Average for Non-CEO NEOs: | | | | | | | | | | | | Total Compensation as reported above | $5,988,846 | $1,267,185 | $5,836,449 | $1,347,643 | $5,861,036 | $1,292,677 | $5,864,530 | $1,406,008 | $3,081,617 | $870,074 | | Fair value of awards granted during the fiscal year | 1,754,805 | 183,649 | 3,056,109 | 418,349 | 4,193,933 | 547,109 | 4,766,708 | 944,195 | 3,218,221 | 584,544 | | Year over year increase (decrease) of unvested awards granted in prior years | (3,032,327) | (273,379) | (1,329,081) | (178,521) | (1,625,156) | (274,352) | 7,962,822 | 1,090,434 | (597,609) | (91,315) | | Increase (decrease) from prior fiscal year-end for awards that vested during the year | (528,084) | (110,487) | 209,939 | 20,278 | (912,778) | (140,300) | 1,836,856 | 199,546 | (386,249) | (44,590) | | Decrease from prior fiscal year-end for awards that forfeited during the year | – | – | – | – | – | – | (613,853) | (89,429) | (622,724) | (53,930) | | Compensation Actually Paid | $4,183,240 | $1,066,968 | $7,773,416 | $1,607,749 | $7,517,035 | $1,425,134 | $19,817,063 | $3,550,754 | $4,693,256 | $1,264,783 |

  100. Pay vs. Performance Comparison

    | EXECUTIVE COMPENSATION | 75 |

  101. Analysis of the Information Presented in the Pay Versus Performance Table

    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.

  102. Compensation Actually Paid and EBITDA

    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, respective

  103. Compensation Actually Paid and Relative Total Shareholder Return

    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.