Benson Hill Inc. 2023 Proxy Statement and Proxy Card (Schedule DEF14A)

DEF 14A 1 bensonhillinc2023proxystat.htm DEF 14A 2023 PROXY STATEMENT Benson Hill Inc. 2023 Proxy Statement and Proxy Card (Schedule DEF14A)

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 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12



BENSON HILL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Date Filed:


Sincerely,
/s/ Adrienne Elsner
Adrienne Elsner
Interim Chief Executive Officer and Director


Date, Time and Place:	Our Annual Meeting will be held on Friday, August 11, 2023 at 10:00 a.m. Central Time via live webcast on the internet at www.virtualshareholdermeeting.com/BHIL2023.

Items of Business:	1.	Proposal No. 1: To elect the nine (9) nominees identified in the accompanying proxy statement to serve as directors for the ensuing year. We refer to this proposal as the “Director Election Proposal”);
	2.	Proposal No. 2: To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Benson Hill, Inc. for the fiscal year ending December 31, 2023. We refer to this proposal as the “Auditor Ratification Proposal”;
	3.	To transact any other business as may properly come before our Annual Meeting or any adjournment or postponement thereof.

Record Date:	Only stockholders of record at the close of business on June 20, 2023 are entitled to notice of, and to vote at, our Annual Meeting and any adjournment or postponement thereof. A complete list of stockholders entitled to vote at our Annual Meeting will be available for examination 10 days before our Annual Meeting.

Proxy Voting:	For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://investors.bensonhill.com or, if you are a registered holder, contact our transfer agent, Continental Stock Transfer and Trust Company, through its website at www.continentalstock.com or by telephone at +1 (212) 509-4000.

	The approximate date on which the attached proxy statement, the accompanying Notice, proxy card and our Company’s Annual Report to Security Holders are first being made available to stockholders at www.proxyvote.com is June 29, 2023. The Notice includes instructions on how to access our proxy materials over the internet, vote online and request a printed copy of these materials.


June 26, 2023
By Order of the Board of Directors,
/s/ Daniel Jacobi
Daniel Jacobi
Chair of the Board


			Page
INFORMATION ABOUT SOLICITATION AND VOTING			1
INTERNET AVAILABILITY OF PROXY MATERIALS			1
QUESTIONS AND ANSWERS ABOUT OUR MEETING			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			1
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			7
PROPOSAL ONE: ELECTION OF DIRECTORS			8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			23
EXECUTIVE OFFICERS			28
EXECUTIVE COMPENSATION			33
EQUITY COMPENSATION PLAN INFORMATION			45
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			47
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			48
ADDITIONAL INFORMATION			50
OTHER MATTERS			50


Q:	What is the purpose of the meeting?
A:	At our meeting, stockholders will act upon the proposals described in this Proxy Statement.

Q:	What proposals are scheduled to be voted on at the meeting?
A:	Stockholders will be asked to vote on the following two proposals at our meeting:
	1.	Election of nine (9) directors identified in this Proxy Statement to serve for a one-year term or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal;
	2.	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Q:	Could matters other than Proposals One and Two be decided at the meeting?
A:	Our second amended and restated bylaws, or Bylaws, require that we receive advance notice of any proposal to be brought before the meeting by stockholders of Benson Hill, and we have not received notice of any such proposals. If any other matter were to come before the meeting, the proxy holders appointed by our Board of Directors will have the discretion to vote on those matters for you.

Q:	How does the Board of Directors recommend I vote on these proposals?
A:	Our Board of Directors recommends that you vote your shares:
	●	“FOR ALL” the nominees to the Board of Directors (Proposal No. One);
	●	“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal No. Two).

Q:	Who may vote at the Annual Meeting?
A:	Stockholders of record as of the close of business on June 20, 2023, or the Record Date, are entitled to receive notice of, to attend and participate, and to vote at our Annual Meeting. At the close of business on the Record Date, there were 207,467,251 shares of our Common Stock outstanding and entitled to vote.

	Stockholder of Record: Shares Registered in Your Name
	If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials were sent directly to you.

	Beneficial Owner of Shares Held in Street Name: Shares Registered in the Name of a Broker or Nominee
	If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. Please refer to the voting instructions provided by your nominee to vote your shares. You will need your unique 16-digit voting control number, which can be found on the Notice of Internet Availability of Proxy Materials, email or voting instruction form provided by your broker, bank or other holder of record. Proxies submitted by internet or telephone must be received by 11:59 p.m. Eastern Time, on Thursday, August 10, 2023. You may also vote your shares during our Annual Meeting. To do so, visit www.virtualshareholdermeeting.com/BHIL2023 and have your unique 16-digit voting control number available.

Q:	Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
A.	Under rules adopted by the U.S. Securities and Exchange Commission, or SEC, we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies of those materials to each stockholder. On or about June 29, 2023, we will mail to our stockholders of record as of June 20, 2023 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Meeting and Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report to Security Holders. All stockholders will have the ability to access our proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access our proxy materials on the internet or to request printed versions are provided in the Notice. The Notice also instructs you on how to access your proxy card to vote through the internet or by telephone. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email until you elect otherwise.

Q:	How do I vote?
A.	You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card. To use an alternative voting procedure, follow the instructions on each Notice and/or proxy card that you receive. The procedures for voting are as follows:

	Stockholder of Record: Shares Registered in Your Name
	If you are a stockholder of record, you may:
	●	vote by telephone or through the internet—in order to do so, please follow the instructions shown on your Notice or proxy card;
	●	vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or
	●	vote in person at our Annual Meeting virtually—you may virtually attend and participate in our Annual Meeting online at www.virtualshareholdermeeting.com/BHIL2023 and vote your shares electronically before the polls close during the Annual Meeting. To participate and vote in our Annual Meeting, you will need the control number included on your Notice or proxy card.

	Votes submitted by telephone or through the internet must be received by 11:59 p.m. Eastern Time, on Thursday, August 10, 2023. Submitting your proxy, whether by telephone, through the internet or by mail if you request or received a paper proxy card, will not affect your right to vote in person should you decide to attend and participate in the meeting virtually.


	Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee
	If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to vote your shares. You will need your unique 16-digit voting control number, which can be found on your Notice, email or voting instruction form provided by your broker, bank, trustee or other holder of record. Proxies submitted by internet or telephone must be received by 11:59 p.m. Eastern Time, on Thursday, August 10, 2023. You may also vote your shares during our Annual Meeting. To do so, visit www.virtualshareholdermeeting.com/BHIL2023 and have your unique 16-digit voting control number available.

	Your vote is important. Whether or not you plan to participate in our Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

Q:	How do I vote by internet or telephone?
A.	If you wish to vote by internet or telephone, you may do so by following the voting instructions included on your Notice or proxy card. Please have each Notice or proxy card you received in hand when you vote over the internet or by telephone as you will need information specified therein to submit your vote. The giving of such a telephonic or internet proxy will not affect your right to vote in person (as detailed above) should you decide to attend and participate in our Annual Meeting virtually.

	The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

Q:	What shares can I vote?
A:	Each share of Common Stock issued and outstanding as of the close of business on June 20, 2023 is entitled to vote on all items being voted on at our Annual Meeting. You may vote all shares owned by you as of June 20, 2023, including shares held directly in your name as the stockholder of record, and shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee.

Q:	How many votes am I entitled to per share?
A:	Each holder of a share of our Common Stock is entitled to one vote for each share of our Common Stock held as of the Record Date.

Q:	What is the quorum requirement for the meeting?
A:	The holders of a majority of the aggregate voting power of the shares of our Common Stock issued and outstanding and entitled to vote at our Annual Meeting as of the Record Date must be present in person or represented by proxy at our Annual Meeting in order to hold the Annual Meeting and conduct business at our Annual Meeting. This presence is called a quorum. Your shares are counted as present at our Annual Meeting if you are present and vote in person virtually at our Annual Meeting or if you have properly submitted a proxy.

Q:	How are abstentions and broker non-votes treated?
A:	Abstentions (i.e., shares present at our Annual Meeting and marked “ABSTAIN”) are deemed to be shares presented or represented by proxy and entitled to vote, and are counted for purposes of determining whether a quorum is present.

	A broker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank, trustee or other nominee that holds the shares with specific instructions on how to vote on any “non-routine” matters brought to a vote at our Annual Meeting. In this situation, the broker, bank. trustee or other nominee will not vote on the “non-routine” matters. Broker non-votes are counted for purposes of determining whether a quorum is present.

	For the Director Election Proposal, abstentions and broker non-votes are not treated as votes cast and, therefore, will have no effect on the outcome of the vote. For the Auditor Ratification Proposal, abstentions and broker non-votes are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote “AGAINST” such proposals.

	Note that if you are a beneficial holder, brokers, banks, trustees and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is the Auditor Ratification Proposal. A broker, bank, trustee or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. This year, the “non-routine” matter relates to the Director Election Proposal. Accordingly, we encourage you to provide voting instructions to your broker, bank, trustee or other nominee whether or not you plan to attend our Annual Meeting.

Q:	What is the vote required for each proposal?
A:	The votes required to approve each proposal are as follows:
	●	Director Election Proposal: The vote required for election of a director by the stockholders at an Annual Meeting shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor or against the election of a nominee at the Annual Meeting. This is an uncontested election of directors because the number of nominees for director does not exceed the number of directors to be elected. Therefore, an individual nominated for election to our Board of Directors at our Annual Meeting will be elected to our Board of Directors if the votes cast “FOR” the nominee’s election exceed the votes cast “AGAINST” the nominee’s election.

		In accordance with our Corporate Governance Guidelines, an incumbent director must offer to resign from our Board of Directors immediately following the certification of the stockholder vote relating to such director’s election if he or she fails to receive the number of votes required for re-election. Within 90 days after the certification of the election results, the remaining members of our Board of Directors shall, taking into account the recommendation of our Sustainability and Governance Committee, and excluding the director nominee in question, determine whether to accept such resignation and publicly disclose the results of such determination.

	●	Auditor Ratification Proposal: Approval requires the affirmative vote of a majority of the shares present in person or represented by proxy at our Annual Meeting and entitled to vote.

Q:	If I submit a proxy, how will it be voted?
A:	When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at our Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at our Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If our Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?”

Q:	What should I do if I get more than one proxy or voting instruction card?
A:	Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials or one Notice for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are voted and counted.

Q:	Can I change my vote or revoke my proxy?
A:	You may change your vote or revoke your proxy at any time prior to the taking of the vote or the polls closing at our Annual Meeting.

	If you are the stockholder of record, you may change your vote by:
	●	granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);
	●	providing a written notice of revocation to our Corporate Secretary at Benson Hill, Inc., 1001 North Warson Road, St. Louis, Missouri 63132, prior to your shares being voted; or
	●	participating in our Annual Meeting and voting electronically online at www.virtualshareholdermeeting.com/BHIL2023. Participation alone at our Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically vote during the meeting online at www.virtualshareholdermeeting.com/BHIL2023.

	Please note, however, that if your shares are held of record by a broker, bank, trustee or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Q:	How can I attend the Annual Meeting in person?
A:	There is no physical location for our Annual Meeting. You are invited to attend our Annual Meeting by participating online if you are a stockholder of record or a street name stockholder as of June 20, 2023, the Record Date. See, “How can I participate in the Annual Meeting?” below for more details. Please be aware that participating in our Annual Meeting will not, by itself, revoke a proxy. See, “Can I change my vote or revoke my proxy?” above for more details.

Q.	How can I participate in the Annual Meeting?
A:	Our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend and participate in our Annual Meeting online by visiting www.virtualshareholdermeeting.com/BHIL2023, entering your name, email address and the 16-digit control number found on your Notice, proxy card or voter instruction form. You will also be able to vote your shares electronically at our Annual Meeting. To participate and vote in the Annual Meeting, you will need the 16-digit control number included on your Notice, proxy card or voter instruction form.

	Our Annual Meeting webcast will begin promptly at 10:00 a.m. Central Time. We encourage you to access our Annual Meeting prior to the start time. Online check-in will begin at 9:45 a.m. Central Time, and you should allow ample time for the check-in procedures. We plan to have a webcast replay which will be posted to the Investor Relations section of our website located at https://investors.bensonhill.com.

Q:	What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?
A:	If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number posted on the virtual meting platform login page at www.virtualshareholdermeeting.com/BHIL2023. Technical support will be available starting at 9:45 a.m. Central Time on August 11, 2023.

Q:	Why is the Annual Meeting being held only online?
A:	A virtual Annual Meeting provides expanded access and greater participation from any location around the world, improved communication and cost savings for our stockholders and our Company.

Q.	How can I get electronic access to the proxy materials?
A:	The Notice will provide you with instructions regarding how to:
	●	view our proxy materials for the meeting through the internet; and
	●	instruct us to send our future proxy materials to you electronically by email.

	If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Q:	Is there a list of stockholders entitled to vote at the Annual Meeting?
A:	The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten days prior to our Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Corporate Secretary by email at legal@bensonhill.com to arrange for electronic access to the stockholder list.

Q:	Who will tabulate the votes?
A:	A representative of our Company will serve as the Inspector of Elections and will tabulate the votes at our Annual Meeting.

Q:	Where can I find the voting results of the Annual Meeting?
A:	We will announce preliminary voting results at our Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four (4) business days after our Annual Meeting.

Q:	I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
A:	The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.”

	Brokers with account holders who are Benson Hill stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank, trustee or nominee that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker, bank, trustee, nominee or Benson Hill that you no longer wish to participate in householding.

	If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, bank, trustee or nominee, (2) direct your written request to: Investor Relations, Benson Hill, Inc., 1001 North Warson Road, St. Louis, Missouri 63132, or (3) contact our Investor Relations department by email at investors@bensonhill.com. Stockholders who receive multiple copies of the proxy materials at their address and would like to request householding of their communications should contact their broker, bank, trustee or nominee. In addition, we will promptly deliver, upon written or oral request to the address or email address above, a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered.

Q:	What if I have questions about my Benson Hill shares or need to change my mailing address?
A:	You may contact our transfer agent, Continental Stock Transfer & Trust Company, by telephone at +1 (212) 509-4000, through its website at www.continentalstock.com or by U.S. mail at 1 State Street, 30th Floor, New York, New York 10004, if you have questions about your Benson Hill shares or need to change your mailing address.

Q:	Who is soliciting my proxy and paying for the expense of solicitation?
A:	The proxy for our Annual Meeting is being solicited on behalf of our Board of Directors. We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms, banks, trustees and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. If you choose to access the proxy materials or vote via the internet or by telephone, you are responsible for any internet access or telephone charges you may incur.

Q:	What are the requirements to propose actions to be included in our proxy materials for next year’s annual meeting of stockholders, or our 2024 Annual Meeting, or for consideration at our 2024 Annual Meeting?
A:	Requirements for Stockholder Proposals to be considered for inclusion in our proxy materials for our 2024 Annual Meeting:

	Our Bylaws provide that stockholders may present proposals for inclusion in our proxy statement by submitting their proposals in writing to the attention of our Corporate Secretary at our principal executive office located at 1001 North Warson Road, St. Louis, Missouri 63132. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. To be included in the proxy statement for our 2024 Annual Meeting, stockholder proposals must be received by our Corporate Secretary no later than February 27, 2024 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

	Requirements for Stockholder Proposals to be presented at our 2024 Annual Meeting:
	Our Bylaws provide that stockholders may present proposals to be considered at an annual meeting by providing timely notice to our Corporate Secretary at our principal executive office. To be timely for our 2024 Annual Meeting, our Corporate Secretary must receive the written notice at our principal executive office:
	●	not earlier than the close of business on April 13, 2024, and
	●	not later than the close of business on May 13, 2024.

	If we hold our 2024 annual meeting of stockholders more than 30 days before or more than 60 days after August 11, 2024 (the one year anniversary date of our 2023 Annual Meeting), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Corporate Secretary at our principal executive office:
	●	not earlier than the close of business on the 120th day prior to such annual meeting, and
	●	not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made.

	A stockholder’s notice to the Corporate Secretary must set forth the information required by our Bylaws for each matter the stockholder proposes to bring before our annual meeting. If a stockholder who has notified Benson Hill of such stockholder’s intention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting, Benson Hill does not need to present the proposal for vote at such meeting.


●			the quality and integrity of our financial statements;
●			our compliance with regulatory requirements;
●			our independent registered public accounting firm’s qualifications and independence;
●			the performance of our internal audit function; and
●			the performance of our independent registered public accounting firm.


●			reviewing, approving and determining, the compensation program and compensation of our executive officers;
●			monitoring our incentive and equity-based compensation plans; and
●			reviewing and approving the creation or revision of any clawback policy allowing us to recoup compensation paid to current and former employees;
●			reviewing our compensation policies for elements of risk; and
●			preparing the Compensation Committee report required to be presented to the Board of Directors.


●			identifying individuals qualified to become new board of director members, consistent with criteria approved by our Board of Directors;
●			reviewing the qualifications of incumbent directors to determine whether to recommend them to re-election and selecting, or recommending that our Board of Directors select, the director nominees for the next annual meeting of stockholders;
●			identifying members of our Board of Directors qualified to fill vacancies on any Board of Directors committee and recommending that our Board of Directors appoint the identified member or members to the applicable committee;
●			reviewing and recommending to our Board of Directors corporate governance principles applicable to our Company;
●			overseeing our Company’s environmental and social capital policies and initiatives; and
●			handling such other matters that are specifically delegated to the committee by our Board of Directors from time to time; and
●			overseeing our environmental, social and governance (“ESG”) matters, including environmental sustainability (climate, water and biodiversity) and social capital (supply chain diversity, human rights, community relations and philanthropy) matters, and periodically review our Company’s ESG strategy, goals, policies and procedures.


ADRIENNE ELSNER						Career Highlights

Interim Chief Executive						Ms. Elsner was recently appointed as our Interim Chief Executive Officer and Director. She has over 25 years of experience in the Consumer Package Goods industry with 15 years of experience as a public company Senior Executive. Prior to this role, Ms. Elsner served as President, Chief Executive Officer, and Director of Charlotte’s Web Holding, Inc., a leader in hemp-derived CBD extract products, from 2019 to 2021, where she led the new public company in the emerging CBD sector with an Ag dependent vertically integrated supply chain. From 2015 to 2018, she served as President, U. S. Snacks, Kellogg Company, a manufacturer and marketer of convenience foods where she was the architect of the business transformation to exit the direct store delivery sales/distribution model and resetting the overhead cost base to drive top line and bottom line growth. From 1992 to 2015, Ms. Elsner served in several increasingly domestic and international senior positions with Kraft Foods, Inc., a multinational food and beverage conglomerate, including Chief Marketing Officer and Executive Vice President where she led the development of a technology platform to build new marketing capabilities around proprietary first-party data. Ms. Elsner serves on the Board of Directors of Owens Corning, a manufacturer of insulation, roofing and fiberglass composite materials in the U.S., Canada, Europe, Asia Pacific, Latin America, where she is a member of the audit and finance committees. She has also served on the board of the Ad Council. She earned her Bachelor of Science in Business from the University of Arizona and her Master of Business Administration in Finance and Marketing from the University of Chicago.
Officer and Director

Age: 60

Director since 2019

Committee Membership:
● None

Other Public Boards:
● Owens Corning
(NYSE: OC)


DANIEL JACOBI						Career Highlights

Director and Chair						Mr. Jacobi is an attorney and experienced international agriculture business leader who has worked with farmers, government officials, NGOs, and dedicated colleagues around the world in the pursuit of a safe, reliable, and affordable food supply for a world of 9 billion people by the year 2050. Mr. Jacobi served as an independent director of Feed Energy Corporation since August 2016, as an independent director of The Stelter Company since January 2022, and been a self-employed business and legal advisor since January 2015. From January 1998 until April 2014, Mr. Jacobi worked with DuPont Pioneer, in roles including General Counsel of Pioneer Hi-Bred, Associate General Counsel for DuPont Ag & Nutrition, and finally, as Senior Vice President, responsible for Pioneer’s businesses in Asia, Europe and Africa. During his career at DuPont Pioneer, Mr. Jacobi focused on complex technology licensing arrangements among large and small seed and biotech companies and on agricultural productivity in the developing world. From 1991 to 1997, Mr. Jacobi served as General Counsel of the Wittern Group, in Clive, Iowa. Since his 2014 retirement from DuPont Pioneer, Mr. Jacobi has represented select ag-related businesses, served as an independent director for Feed Energy Group since August 2016, and since January 2022, served as an independent director of The Stelter Company. Mr. Jacobi earned his Bachelor of Arts in Psychology and his Juris Doctor from Drake University, and from July 2006 through June 2023, served his alma mater as a member of the Drake University Board of Trustees.

Age: 68


Director since 2016

Committee Membership:
● Sustainability and
Governance

Other Public Boards:
● None


						Key Qualifications, Experience, Skills and Expertise Contributed
						to our Board

						Throughout his career, Mr. Jacobi has worked with companies in the agricultural and biotechnology sectors to help create a safe, reliable, and affordable food supply. This work has given Mr. Jacobi an in-depth understanding of national and international biotech and agriculture enterprises, marketing strategies, and product innovation campaigns. Moreover, his work with farmers, government officials, and NGOs provides him with a ground-up perspective of the revenue markets that drive our Company’s growth, bringing a unique and valuable perspective to our Board of Directors. At the same time, Mr. Jacobi’s executive leadership experience has helped to develop his deep knowledge of global business operations and given him a strong, practical financial background, which contribute to our Board’s strategic and financial expertise. In addition, due to his background as corporate attorney, Mr. Jacobi is well-equipped to oversee and manage internal and external legal advisors on a range of corporate and transactional matters, including intellectual property protection, agricultural technology and agricultural biotechnology licensing, regulatory compliance, and mergers and acquisitions. We believe that Mr. Jacobi’s professional background and relevant experience qualifies him to serve as our Chair, as a Director, and as a member of our Sustainability & Governance Committee.


DAVID J. LEE						Career Highlights

Director						Mr. Lee has served as Chair and Chief Executive Officer of Inevitable Tech Inc., a private company pioneering advanced technologies and plant science to serve the controlled environment agriculture industry, since May 2023. From December 2021 to April 2023, he served as Chair and Chief Executive Officer of Iron Ox, Inc., a private company pioneering technology and plant science to serve the controlled environment agriculture industry. From February 2021 to November 2022, Mr. Lee worked as President of AppHarvest, Inc., a leading AgTech and sustainable food company; from December 2015 to January 2021, Mr. Lee served as the Chief Financial Officer and from December 2015 to March 2019 as the Chief Operating Officer at Impossible Foods Inc.; from April 2014 to December 2015, Mr. Lee served as the Chief Financial Officer of Zynga Inc. Mr. Lee is currently on the board of directors of AppHarvest, Inc. and Zevia PBC, a Delaware public benefit corporation and designated Certified B Corporation that offers a broad portfolio of zero sugar, zero calorie, and naturally sweetened beverages. Mr. Lee earned his Bachelor of Arts in Government from Harvard College and his Master of Business Administration from the University of Chicago.

Age: 51


Director since 2021

Committee Membership:
● Audit and Risk (Chair)

Other Public Boards:
● AppHarvest, Inc.
(NASDAQ: APPH)
● Zevia PBC
(NYSE: ZVIA)




						Key Qualifications, Experience, Skills and Expertise Contributed
						to our Board

						Through his multiple executive leadership roles at innovative biotech and agricultural companies, Mr. Lee has gained extensive knowledge of, and expertise in, managing business and financial operations at high-growth enterprises, and he brings significant financial expertise to our Board of Directors. He also has a wealth of experience in managing acquisition financings, overseeing mergers and acquisitions, and negotiating strategic partnerships for public and private companies. Through his experience as Chief Financial Officer at Impossible Foods and as an audit committee member at Zevia, Mr. Lee has gained robust experience in the oversight of audit and accounting matters, internal control over financial reporting, cybersecurity initiatives and enterprise risk management solutions. In addition, through his past and present executive leadership positions, Mr. Lee has direct experience in the oversight of marketing and sales initiatives, product innovations, talent management strategies and other day-to-day business operations, particularly in the ag-tech and retail food sectors. As a result, Mr. Lee brings valuable insights to our Board of Directors, and provides thoughtful guidance to management. We believe that Mr. Lee’s extensive executive, financial and operational expertise qualifies him to serve as a Director and as the Chair of our Audit and Risk Committee. Mr. Lee’s financial management experience and extensive knowledge of accounting led to his designation as an “audit committee financial expert.”


CRAIG ROHR						Career Highlights

Director						Mr. Rohr is a Senior Managing Director in Magnetar Capital’s energy and infrastructure group and has been at Magnetar Capital since October 2009. Prior to joining Magnetar Capital, Mr. Rohr worked at First Reserve Corporation, a global control private equity and infrastructure investment firm. Based in London, England, Mr. Rohr focused on First Reserve’s portfolio company investments across North America, South America and Europe. Before joining First Reserve, Mr. Rohr worked at Citigroup in the firm’s Global Energy Investment Banking Group in New York. Mr. Rohr currently serves on the boards of directors of Vesper Energy Development LLC, PosiGen and Lightstar Renewables LLC (Magnetar Capital portfolio companies operating in the utility scale solar, residential solar and distributed solar spaces). Mr. Rohr earned his Bachelor of Science in Finance & Business Economics from the University of Notre Dame, where he graduated magna cum laude.

Age: 40

Director since 2021

Committee Membership:
● Audit and Risk

Other Public Boards:
● None



						Key Qualifications, Experience, Skills and Expertise Contributed
						to our Board

						Mr. Rohr brings a strong financial background to our Board of Directors, developed through his previous work in investment banking and private equity at Citigroup and First Reserve, in addition to his significant experience managing complex financial transactions. Mr. Rohr’s deep understanding of the capital markets and investor engagement campaigns provides our Board of Directors with insightful strategic guidance, and enables him to navigate and manage numerous successful capital raising transactions for high-growth, capital-intensive enterprises in a variety of industries. Moreover, Mr. Rohr’s financial expertise and familiarity with corporate accounting and financial planning augment our Board’s collective financial knowledge. Mr. Rohr contributes a wealth of experience in matters of corporate governance and strategic planning, together with an entrepreneurial mindset and business acumen. We believe that Mr. Rohr’s financial expertise and his significant experience investing in sustainability and environmentally friendly businesses qualifies him to serve as a Director and as a member of our Audit and Risk Committee.


						Key Qualifications, Experience, Skills and Expertise Contributed to
						our Board

						Ms. Elsner is a proven business leader with a track record of delivering transformational change across North America and International geographies. Through her broad range of P&L leadership positions at the Kellogg Company and Kraft Foods, she has led teams to deliver strong top line and bottom line results. As Chief Marketing Officer, Ms. Elsner gained significant knowledge and experience by leading the development of a digital/technology platform and building new marketing capabilities within advertising, product innovation and revenue growth management. Moreover, her executive leadership roles and her experience as a director for other public companies enable Ms. Elsner to provide unique and valuable contributions to our Company and our Board in the areas of enterprise management, business transformation and strategy. This breadth of experience gives our Board a valuable perspective as our Company scales its commercial growth behind an innovative pipeline to enter new product categories. Ms. Elsner is also experienced in executive team development at high growth enterprises, and her unique appreciation of customers, stockholders and employees parallels our Company’s ESG initiatives. We believe that Ms. Elsner’s significant executive leadership and management experience qualifies her to serve as our Interim CEO and Director. Her experience on the audit committee of other public companies, and her knowledge of accounting led to her designation as an “audit committee financial expert”


DEANN BRUNTS						Career Highlights

Director						Ms. Brunts has over 20 years of senior executive (primarily as chief financial officer) experience in public and private equity backed businesses. She served as our Chief Financial Officer from January 2021 through March 2022. Beginning in October 2020, she served as a director and audit committee chair of our Company until joining our Company as an employee. During 2020, Ms. Brunts provided financial, accounting, capital structure and leadership consulting services to private equity backed companies. From 1999 to 2020, Ms. Brunts held various executive and chief financial officer roles, including from January 2017 through December 2019, as the Chief Financial Officer of Solaray, LLC, a privately held full service category management and merchandising services provider of general merchandise to a variety of retailers, including over 40,000 convenience stores. Previously, Ms. Brunts served as the chief financial officer at several privately held companies and held additional executive vice president and chief financial roles in technology, professional services and financial services. From 1985 to 1999, Ms. Brunts held various positions at PricewaterhouseCoopers, including transaction services and audit partner and was a licensed CPA from 1987 to 1999. Ms. Brunts previously served as audit committee chair of the Women’s Foundation of Colorado and as a director and audit committee chair for Springboard to Learning and as a director of SRP Companies Canada. She is currently on the board of directors of B&G Foods, Inc., where she serves as audit committee chair and as a member of the nominating and governance and risk committees, and serves as a director and audit committee chair of Claire’s. She earned her Bachelor of Science in Business Administration in Accounting from the University of Missouri in St. Louis, and her Master of Business Administration in Finance and Operations Management from The Wharton School.

Age: 61


Director since 2020

Committee Membership:
● None

Other Public Boards:
● B&G Foods Inc.
(NYSE: BGS)


						Key Qualifications, Experience, Skills and Expertise Contributed to
						our Board

						Ms. Brunts brings significant financial and accounting experience to our Board of Directors, which enables her to contribute important insights regarding financial strategy, risk management, and capital deployment. Through her prior experience serving in multiple executive-level financial and management roles at publicly traded and privately held companies, including as the former Chief Financial Officer of Benson Hill, along with her public accounting experience, Ms. Brunts has developed a deep knowledge and understanding of corporate accounting, financial planning and reporting, internal controls, business operations, talent management, executive team development, and compensation experience at high-growth and capital-intensive businesses. As our former Chief Financial Officer, Ms. Brunts has a deep understanding of our business. Moreover, Ms. Brunts has a demonstrated ability to negotiate and manage a range of strategic business transactions, including mergers and acquisitions, strategic partnerships, capital raises, and multi-tiered financings. Additionally, Ms. Brunts’s experience from serving as a director of B&G Foods, Inc. and as their “audit committee financial expert,” and Claire’s, where she also serves as the audit committee chair, augments the risk management and financial reporting knowledge of our Board of Directors. Ms. Brunts also serves as a member of the Financial Accounting Standards Advisory Committee. We believe that Ms. Brunts’s relevant experience and educational background, which includes an advanced degree in Finance, qualify her to serve as a member of our Board of Directors.


RICHARD MACK						Career Highlights

Director						Mr. Mack was appointed to serve on our Board of Directors on June 15, 2023, to fill the vacancy on our Board created by the resignation of Matthew B. Crisp as a director. From June 2014 through his retirement in January 2018, Mr. Mack served as Executive Vice President and Chief Financial Officer for The Mosaic Company, a leading international producer and marketer of phosphate and potash crop nutrients. Prior to that, Mr. Mack held the position of Senior Vice President, General Counsel and Corporate Secretary for Mosaic from the date of its initial public offering in 2004 until his promotion to Executive Vice President in 2009. In the decade prior to Mosaic's formation, he served in various legal capacities at Cargill, Inc., and was a founding executive of Mosaic and Cargill Ventures. Mr. Mack was also the founder of the Streamsong Resort. Mr. Mack served from 2018 through 2022 as a director and audit committee chair of Anuvia Plant Nutrient Holdings, Inc., a privately-held crop nutrient company; and a director and finance committee chair of H.J. Baker & Bro., LLC, a privately-held sulphur and animal nutrition industry company. Mr. Mack is s currently on the board of directors of Titan Machinery, Inc., a public company in the agricultural and construction equipment sector, and serves as a member of its audit committee. Mr. Mack received an MBA from Northwestern University’s Kellogg School of Management, a JD with highest distinction from Hamline University School of Law and a Bachelor of Science in Accounting from Moorhead State University.

Age: 55

Director since 2023

Committee Membership:
● Audit and Risk
● Compensation



Other Public Boards:
● Titan Machinery Inc.
(NASDQ: TITN)



						Key Qualifications, Experience, Skills and Expertise Contributed
						to our Board

						Mr. Mack brings to the Board significant experience as a public company executive, along with extensive knowledge of public company finance and financial statements, capital markets, corporate governance, agri-business markets, mergers and acquisitions, operating strategies and international business. We believe that Mr. Mack’s professional background and relevant experience qualifies him to serve as a Director, and as a member of our Audit and Risk Committee and our Compensation Committee. Mr. Mack’s financial management experience and public and private company audit committee experience led to his designation as an “audit committee financial expert.”


MOLLY MONTGOMERY						Career Highlights

Director						Ms. Montgomery currently serves on the board of directors at Wilbur-Ellis Company (since January 2020), The Wine Group (since October 2020) and Custom Made Meals (since May 2021). Ms. Montgomery also served as President, Chief Executive Officer of Custom Made Meals, a leading manufacturer of fresh, value-added protein appetizers and entrees sold through club stores and retail grocery locations nationwide, from May 2022 to February 2023. From May 2020 to May 2023, Ms. Montgomery served on the board of directors of Roth CH Acquisition I Co., Roth CH Acquisition II Co., Roth CH Acquisition III Co., and Roth CH Acquisition IV Co. From 2009 to 2019, Ms. Montgomery served as an Executive Officer of Landec Corporation, and as Chief Executive Officer, President & Director from 2015 to 2019, leading its two independent operating businesses: Curation Foods and Lifecore Biomedical. Ms. Montgomery previously served on the board of directors of Windset Farms from 2018 to 2019, and on the board of directors of Flower One Holdings from January 2020 to December 2020. Prior to Landec, Ms. Montgomery served as VP of Global Marketing and Business Development at Ashland Chemical. Ms. Montgomery has also been an executive in two enterprise software companies. Ms. Montgomery earned her Bachelor of Science in Chemical Engineering and her Master of Engineering in Chemical Engineering from the University of Louisville and her Master of Business Administration from Harvard Business School.

Age: 56

Director since 2021

Committee Membership:
● Sustainability and
Governance (Chair)

Other Public Boards:
● None


						Key Qualifications, Experience, Skills and Expertise Contributed
						to our Board

						Ms. Montgomery’s well-rounded management experience at leading national and international public and private companies in the agricultural, biotechnology and retail food sectors contribute important insights to our Board of Directors on matters of business strategy and corporate governance. From her positions as Chief Executive Officer and President of Custom Made Meals and Landec Corporation, Ms. Montgomery brings extensive executive management and leadership experience to our Board and valuable strategic guidance as our Company executes on its strategies and plans for growth. In addition, through her service as a director of publicly traded companies, Ms. Montgomery has gained a wealth of experience in the oversight and management of strategic transactions and partnerships, corporate governance and sustainability initiatives, and stakeholder engagement campaigns. In addition, Ms. Montgomery’s educational background, which includes advanced degrees in Chemical Engineering and Business, make her uniquely qualified to understand and navigate the interplay of science and commerce at high-growth enterprises like Benson Hill. We believe that Ms. Montgomery’s professional background and relevant experience qualify her to serve as a Director and as the Chair of our Sustainability and Governance Committee. Ms. Montgomery’s executive management experience, her service on the board of directors of other companies and her educational background led to her designation as an “audit committee financial expert.”


LINDA WHITLEY-TAYLOR						Career Highlights

Director						Ms. Whitley-Taylor has assisted with the UnitedHealth Group integration of Change Healthcare Inc. since October 2022. Ms. Whitley-Taylor joined Change Healthcare in 2013 and served as Executive Vice President and Chief People Officer from 2013 through October 2022. From 2008 to 2012, Ms. Whitley-Taylor served as Executive Vice President-Chief Human Resources Officer of AMERIGROUP Corporation. Ms. Whitley-Taylor currently serves on the board of trustees of Hampden-Sydney College. Ms. Whitley-Taylor earned her Bachelor of Arts in Psychology from Radford University.

Age: 59

Director since 2021

Committee Membership:
● Compensation (Chair)
						Key Qualifications, Experience, Skills and Expertise Contributed
Other Public Boards:						to our Board
● None
						Ms. Whitley-Taylor’s executive management and leadership experience with multiple public companies enables her to contribute important insights to our Board regarding international business strategy and talent management. Ms. Whitley-Taylor has direct and significant experience in the management and oversight of complex commercial transactions, including through her role as Strategic Advisor to UnitedHealth Group on the integration of Change Healthcare Inc, which provides our Board with valuable insights on matters of commercial synergies and strategic growth. Moreover, Ms. Whitley-Taylor’s previous experience leading the human resources function at two public companies helped to cultivate her deep understanding of human resource management strategies, which enables her to provide sound guidance to our Board regarding key corporate policymaking initiatives. Ms. Whitley-Taylor is also experienced in the areas of talent management, executive compensation, and executive team development, with a view toward enhancing communication and collaboration across the workplace. We believe that Ms. Whitley-Taylor’s depth of experience in talent management strategies and corporate culture, and vast experience in compensation qualifies her to serve as a Director and as the Chair of our Compensation Committee.


Board Diversity Matrix (As of June 20, 2023)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	5	-	-
Part II: Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	1	-	-
Hispanic or Latino	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	4	4	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	-	-	-


●			An annual cash retainer of $50,000.
●			Additional cash compensation for further additional Board and Committee participation as follows:


1.	Board Chairperson:	$30,000
2.	Committee Chairperson:	$10,000 per chair position
3.	Committee Member:	$5,000 per committee


●			An initial Long-Term Incentive award consisting of $330,000 delivered in RSUs granted on the date the individual joins the board, which vests 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.
●			An annual Long-Term Incentive award consisting of $200,000 delivered in RSUs granted following our Annual Meeting and contingent upon continued Board membership, which fully vests at the earlier of the first anniversary of the grant or the following year’s Annual Meeting.


	Fees Earned
	or Paid in	Option Awards	RSU Awards
Name	Cash($)	($)(1)	($)(2)	Total($)
DeAnn Brunts(3)	36,813	—	200,000	236,813
J. Stephan Dolezalek(4)	60,000	—	200,000	260,000
Adrienne Elsner(5)	60,000	—	200,000	260,000
Daniel Jacobi	85,000	—	200,000	285,000
David J. Lee	60,000	—	200,000	260,000
Richard Mack(6)	—	—	—	—
Molly Montgomery	60,000	—	200,000	260,000
Craig Rohr	55,000	—	200,000	255,000
Linda Whitley-Taylor	60,000	—	200,000	260,000


(1)			As of December 31, 2022, the following non-employee directors had outstanding equity incentive awards in our Company: Ms. Elsner — 344,128 options, Mr. Jacobi — 397,898 options, Mr. Lee — 150,556 options and Ms. Whitley-Taylor — 172,064 options.
(2)			The amounts included in the “RSU Awards” column represent the grant date fair value of RSU awards granted to the directors on July 1, 2022. Amounts shown do not reflect compensation actually received by the directors nor do they necessarily reflect the actual value that will be recognized by the directors. Instead, the amount shown is the grant date fair value of RSU awards granted to the directors computed in accordance with ASC Topic 718. The assumptions used to calculate the value of restricted stock awards are set forth in Note 18—Stock-Based Compensation to our Company’s consolidated financial statements included in the Company’s Annual Report to Security Holders for the fiscal year ended December 31, 2022.
(3)			Ms. Brunts began receiving compensation for her Board service upon her resignation as our Chief Financial Officer on March 28, 2022.


(4)			Pursuant to his employment agreement with Grosvenor Food & AgTech, Mr. Dolezalek serves as Managing Partner, Grosvenor Food & AgTech maintains the pecuniary interest in any compensation Mr. Dolezalek receives for his Board service. Accordingly, Mr. Dolezalek disclaims all such compensation to the extent of his pecuniary interest therein, if any.
(5)			Ms. Elsner was appointed our Interim Chief Executive Officer, effective June 15, 2023. The compensation information set forth above reflects Ms. Elsner’s compensation as a director for the fiscal year ended December 31, 2022, and does not include compensation to be paid to her in connection with her service as our Interim Chief Executive Officer.
(6)			Mr. Mack was appointed to our Board of Directors on June 15, 2023, and did not serve on our Board of Directors during the fiscal year ended December 31, 2022.


●			each person who is known to us to own beneficially more than 5% of our outstanding shares of Common Stock;
●			each of our executive officers and directors; and
●			all executive officers and directors as a group.


	Number of
	Shares of	Percentage
	Common	of
	Stock	Outstanding
	Beneficially	Common
Name and Address of Beneficial Owners(1)	Owned	Stock
5% Stockholders:
BlackRock, Inc. and its subsidiaries(2)	17,672,937	8.5	%
Entities affiliated with GV(3)	17,049,461	8.2	%
Entities affiliated with Argonautic Ventures(4)	16,053,474	7.7	%
Chiu Wing Nga Rita(4)	16,053,474	7.7	%
Entities affiliated with iSelect Fund Management, LLC(5)	12,890,392	6.2	%
Michael Kime(5)	12,890,392	6.2	%
Richard Imperiale(5)	12,890,392	6.2	%
Carter Williams(5)	12,890,392	6.2	%
Susan Slavik Williams(5)	12,890,392	6.2	%
Entities affiliated with Mercury(6)	11,711,556	5.6	%
Adrian Fortino(6)	11,711,556	5.6	%
Blair Garrou(6)	11,711,556	5.6	%
Aziz Gilani(6)	11,711,556	5.6	%
Dan Watkins(6)	11,711,556	5.6	%
Grosvenor Food & AgTech US Inc.(7)	11,573,376	5.6	%
Prelude Fund, LP(8)	11,050,714	5.3	%
Mark Cupta(8)	11,050,714	5.3	%
Gabriel Kra(8)	11,050,714	5.3	%
Tim Woodward(8)	11,050,714	5.3	%
Alec Litowitz(9)(10)	10,512,500	5.1	%
Michael C. Morgan(9)(11)	10,282,500	5	%
Directors and Executive Officers:
Matthew B. Crisp(12)	6,311,550	3	%
DeAnn Brunts(13)	928,068	*
Daniel Jacobi(14)	451,821	*
Craig Rohr(15)	412,882	*
Jason Bull(16)	394,555	*
Adrienne Elsner(17)	390,764	*
Linda Whitley-Taylor(18)	195,382	*
David J. Lee(19)	192,467	*
Dean Freeman(20)	177,013	*
Yevgeny Fundler(21)	146,935	*
Bruce Bennett(22)	27,566	*


Molly Montgomery(23)		22,327	*
J. Stephan Dolezalek(24)		22,327	*
Richard Mack(25)		—	*
All Directors and Executive Officers as a group (14 individuals)		9,673,658	4.7	%

* Less than one percent
(1)	Unless otherwise noted, the business address of each of our executive officers and directors is c/o Benson Hill, Inc., 1001 North Warson Road, St. Louis, MO 63132.
(2)	Represents 17,672,937 shares of our Common Stock held by BlackRock, Inc. and its subsidiaries. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Based solely on a Schedule 13G filed by BlackRock, Inc. with the SEC on February 7, 2023.
(3)	Represents 17,049,461 shares of our Common Stock held by GV 2017, L.P. and GV 2019, L.P. as of the Ownership Date. GV 2017 GP, L.P. (the general partner of GV 2017, L.P.), GV 2017 GP, L.L.C. (the general partner of GV 2017 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2017 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole voting and investment power over the securities held by GV 2017, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C., (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole voting and investment power over the securities held by GV 2019, L.P. Each of GV 2017 GP, L.P., GV 2017 GP, L.L.C., GV 2019 GP, L.P., GV 2019 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein. The principal business address of GV 2017, L.P., GV 2017 GP, L.P., GV 2017 GP, L.L.C., GV 2019, L.P., GV 2019 GP, L.P., GV 2019 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. is 1600 Amphitheatre Parkway, Mountain View, CA 94043.
(4)	Represents 16,053,474 shares of our Common Stock, consisting of 4,650,000 shares of our Common Stock held by Argonautic Ventures Master SPC (for and on behalf of Argonautic Vertical Series Benson Hill SS Fund III SP) and 11,403,474 shares of our Common Stock held by Argonautic Ventures Master SPC (for and on behalf of Argonautic Vertical Series Benson Hill SS Funds II SP) as of the Ownership Date. Chiu Wing Nga Rita holds a direct or indirect interest in Argonautic Ventures Master SPC (for and on behalf of Argonautic Vertical Series Benson Hill SS Fund II SP) and Argonautic Ventures Master SPC (for and on behalf of Argonautic Vertical Series Benson Hill SS Funds II SP) and may be deemed to have beneficial ownership of the securities held directly by such entities. Ms. Chiu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest she may have therein, directly or indirectly. The address for Argonautic Ventures Master SPC is P.O. Box 2705 Grand Cayman KYI-1103.


(5)			Represents 12,890,392 shares of our Common Stock held by iSelect Fund — Argonautics, LLC, iSelect Fund — St. Louis, LLC, iSelect Fund B — St. Louis, LLC, iSelect Qualified Purchaser Fund, LLC, Millennium Trust Company (for the benefit of iSelect Qualified Purchase Fund), Millennium Trust Company (for the benefit of iSelect Fund B — St. Louis, LLC), Millennium Trust Company (for the benefit of iSelect Qualified Purchaser Fund, LLC) and iSelect Fund Management, LLC as of the Ownership Date. iSelect Fund Management, LLC is the manager of iSelect Fund — Argonautics, LLC, iSelect Fund — St. Louis, LLC, iSelect Fund B — St. Louis, LLC, iSelect Qualified Purchaser Fund, LLC, Millennium Trust Company (for the benefit of iSelect Qualified Purchase Fund), Millennium Trust Company (for the benefit of iSelect Fund B — St. Louis, LLC) and Millennium Trust Company (for the benefit of iSelect Qualified Purchaser Fund, LLC) and may be deemed to have beneficial ownership of the securities held directly by such entities. Michael Kime, Richard Imperiale, Carter Williams and Susan Slavik Williams are the board of managers of iSelect Fund Management, LLC and may be deemed to have or share beneficial ownership of the securities held directly by iSelect Fund Management, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address for iSelect Fund Management, LLC is 1401 S. Brentwood Blvd., Ste. 300, St. Louis, MO 63144.
(6)			Represents 11,711,556 shares of our Common Stock held by Mercury Camelback Fund, LLC, Mercury Fund Affiliates III, L.P., Mercury Fund Ventures III, L.P. and Mercury Fund Partners III, L.P. as of the Ownership Date. Adrian Fortino, Blair Garrou, Aziz Gilani and Dan Watkins manage Mercury Camelback Fund, LLC, Mercury Fund Affiliates III, L.P., Mercury Fund Ventures III, L.P. and Mercury Fund Partners III, L.P. and may be deemed to have or share beneficial ownership of the securities held directly by such entities. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address for Mercury is 3737 Buffalo Speedway, Suite 1750, Houston, TX 77098.
(7)			The amount and nature of ownership indicated above is based solely upon information provided to us by the stockholder. The indicated amount represents 11,573,376 shares of Common Stock (including 766,666 shares of Common Stock issuable upon exercise of warrants) held by Grosvenor Food & AgTech US Inc. (f/k/a Wheatsheaf Group U.S., Inc.). Grosvenor Food & AgTech US Inc. is wholly owned by Grosvenor Food & AgTech Limited. Voting and investment power with respect to the shares held by Grosvenor Food & AgTech US Inc. may be exercised in whole or in part by J. Stephan Dolezalek, Anthony James, Montell Bayer, Katrin Burt, Fiona Emmett, William Kendall, Kevin Lane, Clive Morris, Jonathon Bond, Robert Davis, Mark Preston, and Alexander Scott, who are the directors of Grosvenor Food & AgTech Limited. The majority of the shares in Grosvenor Food & AgTech Limited are held by trusts and trustees for the benefit of the current and future generations of the Grosvenor family, headed by the Duke of Westminster. These trusts are based in the United Kingdom. The address of Grosvenor Food & AgTech US Inc. is 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA 94306. J. Stephan Dolezalek has been a member of our Board since September 29, 2021. Pursuant to his employment arrangement with Grosvenor Food & AgTech, where Mr. Dolezalek serves as a Managing Partner, Grosvenor Food & AgTech maintains the pecuniary interest in any compensation Mr. Dolezalek receives for his Board service. Accordingly, Mr. Dolezalek disclaims all beneficial ownership in the shares of our Common Stock that he holds to the extent of his pecuniary interest therein, if any.


(8)			Represents 11,050,714 shares of our Common Stock held by Prelude Fund, LP as of the Ownership Date. Prelude Ventures LLC is the manager of Prelude Fund, LP and may be deemed to have beneficial ownership of the securities held directly by Prelude Fund, LP. Mark Cupta, Gabriel Kra and Tim Woodward are the managing directors of Prelude Ventures LLC and may be deemed to have or share beneficial ownership of the securities held directly by Prelude Fund LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address for Prelude Fund, LP is One Ferry Building, Suite 300, San Francisco, CA 94111.
(9)			Star Peak Sponsor II LLC (the “Sponsor”) is the record holder of 9,982,500 of such shares including 1,996,500 Sponsor Earn Out Shares. The Sponsor Earn Out Shares are restricted and subject to forfeiture if certain earn out conditions described in the Merger Agreement are not satisfied. The Sponsor has voting control over such Sponsor Earn Out Shares. Star Peak 19, LLC, Star Peak L LLC and Star Peak M LLC are the managing members of the Sponsor and as such, each of them has voting and investment discretion with respect to the shares of our Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of our Common Stock held directly by the Sponsor. Eric Scheyer is the sole member of and controls Star Peak 19 LLC; Alec Litowitz is the sole member of and controls Star Peak L LLC; and Michael C. Morgan is the sole member of and controls Star Peak M LLC (each, a “Sponsor Controlling Entity”). The unanimous consent of each Sponsor Controlling Entity is required to make voting and dispositive decisions with respect to the securities held by the Sponsor. Accordingly, each of Messrs. Scheyer, Litowitz and Morgan is deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than each to the extent of any pecuniary interest they may have therein, directly or indirectly. The principal business address of the Sponsor Controlling Entities and each of Messrs. Scheyer, Litowitz and Morgan is 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201.
(10)			Includes 90,000 shares of our Common Stock issued in a private investment in public equity transaction entered into on March 24, 2022 (the “PIPE Shares”) held by Magnetar Capital Master Fund Ltd. (“Magnetar”) and 440,000 PIPE Shares held by Astrum Partners LLC, Series XVI (“Astrum”). Alec Litowitz has voting and investment discretion with respect to certain securities held by Magnetar and Astrum and may be deemed to have beneficial ownership of such securities held directly by Magnetar and Astrum. Mr. Litowitz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(11)			Includes 300,000 PIPE Shares held by Portcullis Partners, LP. Michael C. Morgan serves as Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Partners, L.P.
(12)			Mr. Crisp served as Chief Executive Officer of our Company through fiscal year 2022 and up until his resignation on June 15, 2023. Represents 3,226,556 shares of our Common Stock owned by Mr. Crisp, 382,138 unvested Earn Out awards owned directly by Mr. Crisp, 1,693,755 shares of our Common Stock underlying the options exercisable within sixty (60) days of the Ownership Date held by Mr. Crisp, and 1,009,092 shares of our Common Stock held by the following trusts indirectly controlled by Mr. Crisp: (i) 92,887 shares of our Common Stock held by a trust for which Mr. Crisp’s spouse is a trustee and of which Mr. Crisp disclaims beneficial ownership except to the extent of his pecuniary interest therein; (ii) 500,000 shares of our Common Stock held by a trust for which Mr. Crisp’s spouse is a trustee and of which Mr. Crisp is a beneficiary; (iii) 279,639 shares of our Common Stock held by trusts for which Mr. Crisp’s spouse is a trustee and for which Mr. Crisp’s children are beneficiaries; and (iv) 136,566 shares of our Common Stock held by grantor retained annuity trusts for which Mr. Crisp is the settlor and sole trustee and of which his children are beneficiaries.


(13)			Represents 110,764 unvested Earn Out awards and 817,304 shares of our Common Stock underlying options exercisable within sixty (60) days of the Ownership Date held by Ms. Brunts.
(14)			Represents 53,924 unvested Earn Out Awards and 397,898 shares of our Common Stock underlying options exercisable within sixty (60) days of the Ownership Date held by Mr. Jacobi.
(15)			Represents 22,327 shares of our Common Stock, 77,418 unvested Earn Out awards and 313,137 shared held by a trust directly controlled by Mr. Rohr.
(16)			Represents 17,292 shares of our Common Stock, 81,528 unvested Earn Out awards and 295,735 shares of our Common Stock underlying options exercisable within sixty (60) days of the Ownership Date held by Mr. Bull.
(17)			Represents 46,636 unvested Earn Out awards and 344,128 shares of our Common Stock underlying options exercisable within sixty (60) days of the Ownership Date held by Ms. Elsner. Ms. Elsner was appointed Interim Chief Executive Officer of the Company effective June 15, 2023.
(18)			Represents 23,318 unvested Earn Out awards and 172,064 shares of our Common Stock underlying options exercisable within sixty (60) days of the Ownership Date held by Ms. Whitley-Taylor.
(19)			Represents 21,508 shares of our Common Stock, 20,403 unvested Earn Out awards and 150,556 shares of our Common Stock underlying options exercisable within sixty (60) days of the Ownership Date held by Mr. Lee.
(20)			Represents 177,013 shares of our Common Stock held by Mr. Freeman.
(21)			Represents 10,247 shares of our Common Stock, 29,148 unvested Earn Out awards and 107,540 shares of our Common Stock underlying options exercisable within sixty (60) days of the Ownership Date held by Mr. Fundler.
(22)			Represents 27,566 shares of our Common Stock held by Mr. Bennett.
(23)			Represents 22,327 shares of our Common Stock held by Ms. Montgomery.
(24)			Represents 22,327 shares of our Common Stock held by Mr. Dolezalek. Mr. Dolezalek is employed by Grosvenor Food & AgTech US Inc., which participated in our March 2022 PIPE transaction and which, as of March 31, 2023, beneficially owned approximately 5.6% of our Common Stock. Pursuant to his employment arrangement with Grosvenor Food & AgTech, where Mr. Dolezalek serves as a Managing Partner, Grosvenor Food & AgTech maintains the pecuniary interest in any compensation Mr. Dolezalek receives for his Board service. Accordingly, Mr.Dolezalek disclaims all beneficial ownership in the shares of our Common Stock that he holds to the extent of his pecuniary interest therein, if any.
(25)			Mr. Mack was not serving on our Board of Directors as of the Ownership Date.

SEC Form DEF 14A filed by Benson Hill Inc.