Document

DEF 14A 1 bensonhillinc2024proxystat.htm DEF 14A 2024 PROXY STATEMENT Document

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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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

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(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

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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.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

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Date Filed:

June 14, 2024

To Our Stockholders:

You are cordially invited to attend the 2024 annual meeting of stockholders of Benson Hill, Inc., or our Annual Meeting, on Thursday, July 18, 2024 at 9:00 a.m. Central Time. Our Annual Meeting will be a completely virtual meeting, conducted only via live webcast at www.virtualshareholdermeeting.com/BHIL2024. There will be no physical location for our Annual Meeting. You will be able to attend and participate in our Annual Meeting online and vote your shares electronically. In addition, although the live webcast is available only to stockholders as of the record date for our Annual Meeting, following completion of our Annual Meeting, a webcast replay will be posted to the Investor Relations section of our website at https://investors.bensonhill.com.

The matters expected to be acted upon at our Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Our Annual Meeting materials include: the Notice of Annual Meeting of Stockholders, our Proxy Statement, our Annual Report to Security Holders and a proxy card, each of which is enclosed.

Please use this opportunity to vote on the business to come before our Annual Meeting. Only stockholders of record at the close of business on June 11, 2024 may vote at our Annual Meeting and any postponements or adjournments of the meeting. All stockholders are cordially invited to participate in our Annual Meeting and any postponements or adjournments of our Annual Meeting. However, to ensure your representation at our Annual Meeting, please vote as soon as possible by using the internet or phone, as indicated in your proxy card. Alternatively, you may vote by executing a paper proxy card and submitting your vote by mail. Returning the paper proxy card or voting electronically does NOT deprive you of your right to participate in the virtual meeting and to vote your shares for the matters acted upon at our Annual Meeting.

Your vote is important. Whether or not you expect to attend and participate in our Annual Meeting, please submit your proxy electronically via the internet or by phone or by signing and dating the proxy card and returning it in the postage paid envelope provided.


Sincerely,
/s/ Deanie Elsner
Deanie Elsner
Chief Executive Officer and Director

BENSON HILL, INC.

1001 North Warson Road, Suite 300

St. Louis, Missouri 63132

(314) 222-8218

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS


Date, Time and Place:	Our Annual Meeting will be held on Thursday, July 18, 2024 at 9:00 a.m. Central Time via live webcast at www.virtualshareholdermeeting.com/BHIL2024.

Items of Business:	1.	Proposal No. 1: To elect the eight (8) 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 our independent registered public accounting firm for the fiscal year ending December 31, 2024. We refer to this proposal as the “Auditor Ratification Proposal.”
	3.	Proposal No. 3: To amend our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of our common stock at a ratio in the range of 1-for-10 to 1-for-50, with such ratio to be determined at the discretion of our Board of Directors. We refer to this proposal as the “Reverse Stock Split Proposal.”
	4.	Proposal No. 4: To amend our Certificate of Incorporation to provide for the exculpation of certain of our officers as permitted by Delaware law. We refer to this proposal as the “Officer Exculpation Proposal.”
	5.	Proposal No. 5: To approve the adjournment of our Annual Meeting to a later date or dates if our Board of Directors deems necessary or appropriate, including to solicit additional proxies in favor of the other proposals, We refer to this proposal as the “Adjournment Proposal.”
	6.	To transact any other business as may properly come before our Annual Meeting or any adjournment or postponement thereof.
		The text of the proposed amendments to our Certificate of Incorporation with respect to the Reverse Stock Split Proposal and the Officer Exculpation Proposal are set forth in the accompanying proxy statement and the text of such amendments are incorporated herein by reference.

Record Date:	Only stockholders of record at the close of business on June 11, 2024 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 phone at +1 (212) 509-4000.


June 14, 2024
By Order of the Board of Directors,
/s/ Daniel Jacobi
Daniel Jacobi
Chair of the Board

BENSON HILL, INC.

TABLE OF CONTENTS


			Page
INFORMATION ABOUT SOLICITATION AND VOTING			1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON THURSDAY, JULY 18, 2024			1
QUESTIONS AND ANSWERS ABOUT OUR MEETING			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			1
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			8
PROPOSAL NO. ONE: ELECTION OF DIRECTORS			9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			27
EXECUTIVE OFFICERS			31
EXECUTIVE COMPENSATION			33
EQUITY COMPENSATION PLAN INFORMATION			46
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			49
PROPOSAL NO. TWO: THE AUDITOR RATIFICATION PROPOSAL			49
REPORT OF OUR AUDIT AND RISK COMMITTEE			50
PROPOSAL NO. THREE: THE REVERSE STOCK SPLIT PROPOSAL			51
PROPOSAL NO. FOUR: THE OFFICER EXCULPATION PROPOSAL			59
PROPOSAL NO. FIVE: THE ADJOURNMENT PROPOSAL			61
ADDITIONAL INFORMATION			61
OTHER MATTERS			61
ANNEX A: CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BENSON HILL, INC. TO EFFECT REVERSE STOCK SPLIT			A-1
ANNEX B: CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BENSON HILL, INC. TO ADD THE OFFICER EXCULPATION PROVISION			B-1

Table of Con tents

BENSON HILL, INC.

PROXY STATEMENT FOR OUR 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JULY 18, 2024

JUNE 14, 2024

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors of Benson Hill, Inc. for use at Benson Hill’s 2024 Annual Meeting of Stockholders to be held on Thursday, July 18, 2024 at 9:00 a.m. Central Time via live webcast at www.virtualshareholdermeeting.com/BHIL2024 (the “Annual Meeting” or “meeting”), and any adjournment or postponement thereof. References in this Proxy Statement, or Proxy Statement, to “we,” “us,” “our,” “our Company” or “Benson Hill” refer to Benson Hill, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON THURSDAY, JULY 18, 2024

This Proxy Statement and the enclosed proxy card, as well as our Annual Report to Security Holders for the fiscal year ended December 31, 2023, are first being mailed to our stockholders on or about June 14, 2024. In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability on the internet of our proxy materials related to our forthcoming annual meeting. Because we have elected to utilize the “full-set delivery” option, we are delivering to all stockholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly accessible website. This Proxy Statement and our Annual Report to Security Holders for the fiscal year ended December 31, 2023, are available to holders of our common stock at www.proxyvote.com.

QUESTIONS AND ANSWERS ABOUT OUR MEETING


Q:	What is the purpose of the meeting?
A:	At our meeting, stockholders will act upon the proposals described in the Notice of Meeting and 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 proposals at our meeting:
	1.	The election of eight (8) 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. We refer to this proposal as the “Director Election Proposal.”
	2.	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. We refer to this proposal as the “Auditor Ratification Proposal.”
	3.	The amendment of the Company’s Certificate of Incorporation to effect a reverse stock split of the outstanding shares of our common stock at a ratio in the range of 1-for-10 to 1-for-50, with such ratio to be determined at the discretion of our Board of Directors. We refer to this proposal as the “Reverse Stock Split Proposal.”
	4.	The amendment of the Company’s Certificate of Incorporation to provide for the exculpation of certain of our officers as permitted by Delaware law. We refer to this proposal as the “Officer Exculpation Proposal.”
	5.	The adjournment of the Annual Meeting to a later date or dates if our Board of Directors deems it necessary or appropriate, including to solicit additional proxies in favor of the other proposals. We refer to this proposal as the “Adjournment Proposal.”
	6.	To transact any other business as may properly come before our Annual Meeting or any adjournment or postponement thereof.

Q:	Could matters other than Proposal Nos. One, Two, Three, Four and Five 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 matters are properly presented at the Annual Meeting, your proxy authorizes the proxy holders appointed by our Board of Directors to vote on those matters for you in their discretion.

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, 2024 (Proposal No. Two);
	●	“FOR” the amendment of our Certificate of Incorporation to effect a reverse stock split (Proposal No. Three);
	●	“FOR” the amendment of our Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law (Proposal No. Four); and
	●	“FOR” the adjournment of the Annual Meeting to a later date or dates if our Board of Directors deems it necessary or appropriate, including to solicit additional proxies in favor of the other proposals (Proposal No. Five).

Q:	Who may vote at the Annual Meeting?
A:	Stockholders of record as of the close of business on June 11, 2024, 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 212,007,581 shares of our common stock (“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 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 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 email or voting instruction form provided by your broker, bank or other holder of record. Proxies submitted by internet or phone must be received by 11:59 p.m. Eastern Time, on Wednesday, July 17, 2024. You may also vote your shares during our Annual Meeting. To do so, visit www.virtualshareholdermeeting.com/BHIL2024 and have your unique 16-digit voting control number available.

Q:	How do I vote?
A.	You may vote by submitting a proxy with your voting instructions by mail or by following any alternative voting procedure (such as phone or internet voting) described on your proxy card. To use an alternative voting procedure, follow the instructions provided under “IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON THURSDAY, JULY 18, 2024” above and/or the proxy card provided with this Proxy Statement. 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 phone or through the internet—in order to do so, please follow the instructions shown on your 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/BHIL2024 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 proxy card.

	Votes submitted by phone or through the internet must be received by 11:59 p.m. Eastern Time, on Wednesday, July 17, 2024. Submitting your proxy, whether by phone, 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 the email or voting instruction form provided by your broker, bank, trustee or other holder of record. Proxies submitted by internet or phone must be received by 11:59 p.m. Eastern Time, on Wednesday, July 17, 2024. You may also vote your shares during our Annual Meeting. To do so, visit www.virtualshareholdermeeting.com/BHIL2024 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 phone?
A.	If you wish to vote by internet or phone, you may do so by following the voting instructions included on your proxy card. Please have each proxy card you received in hand when you vote over the internet or by phone as you will need information specified therein to submit your vote. The giving of a phone 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 phone 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 our Common Stock issued and outstanding as of the close of business on June 11, 2024 is entitled to vote on all items being voted on at our Annual Meeting. You may vote all shares of our Common Stock owned by you as of June 11, 2024, 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 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 at our Annual Meeting or if you have properly submitted a proxy.

Q:	How are abstentions and broker non-votes treated for purposes of a quorum?
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.

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, by remote communication, or represented by proxy at our Annual Meeting and entitled to vote on the matter.
	●	Reverse Stock Split Proposal: Approval requires that the votes cast for the amendment exceed the votes cast against the amendment.
	●	Officer Exculpation Proposal: Approval requires the affirmative vote of a majority of the outstanding shares of the Company.
	●	Adjournment Proposal: Approval requires the affirmative vote of a majority of the shares present in person, by remote communication, or represented by proxy at our Annual Meeting and entitled to vote on the matter.

Q:	How are abstentions and broker non-votes, if any, treated for purposes of the proposals?
A:	●	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 are treated as shares present and entitled to vote on the matter and, therefore, will have the same effect as a vote “AGAINST” the proposal.
	●	For the Reverse Stock Split Proposal, abstentions are not treated as votes cast and, therefore, will have no effect on the outcome of the vote.
	●	For the Officer Exculpation Proposal, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal.
	●	For the Adjournment Proposal, abstentions are treated as shares present and entitled to vote on the matter and, therefore, will have the same effect as a vote “AGAINST” the proposal.

Q:	Can a broker vote my shares without my instruction?
A:	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. We believe that the Auditor Ratification Proposal, the Reverse Stock Split Proposal, and the Adjournment Proposal would be considered “routine” matters under applicable rules. Therefore, your broker, bank, trustee or other nominee will have discretion to vote your shares on these matters in the absence of timely direction from you, and we do not anticipate any broker non-votes with respect to these matters. However, we understand that certain brokers, banks, trustees or other nominees have elected not to vote even on “routine” matters without your voting instructions. Accordingly, we urge you to direct your brokers or banks how to vote your shares by returning your voting materials as instructed or by obtaining a proxy from your brokers or banks in order to vote your shares in person at the Annual Meeting. Broker non-votes count for purposes of determining whether a quorum is present.

	This year, we believe that the Director Election Proposal and the Officer Exculpation Proposal would be “non-routine” matters. 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:	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. The persons named as the proxy holders, Adrienne Elsner and Daniel J. Cosgrove, were selected by our Board of Directors. Ms. Elsner is the Chief Executive Officer and a director of Benson Hill, and Mr. Cosgrove is the Chief Administrative Officer and General Counsel of Benson Hill. If our Annual Meeting is postponed or adjourned, the proxy holders can vote your shares at the adjourned meeting as well, unless you have revoked your proxy or 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, 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 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 or revoke your proxy 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, Suite 300, St. Louis, Missouri 63132, prior to your shares being voted; or
	●	participating in our Annual Meeting and voting electronically online at www.virtualshareholdermeeting.com/BHIL2024. Presence 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/BHIL2024.

	Please note, however, that if your shares are held of record by a broker, bank, trustee or other nominee and you wish to change your vote or revoke your 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 11, 2024, 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/BHIL2024, entering your name, email address and the 16-digit control number found on your 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 proxy card or voter instruction form.

	Our Annual Meeting webcast will begin promptly at 9:00 a.m. Central Time. We encourage you to access our Annual Meeting prior to the start time. Online check-in will begin at 8:45 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/BHIL2024. Technical support will be available starting at 8:45 a.m. Central Time on Thursday, July 18, 2024.

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:	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 stockholders 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 to Security Holders, 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, Suite 300, 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 phone 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 the 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 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 phone 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. We have engaged Morrow Sodali LLC as our proxy solicitor to assist in the solicitation of proxies and provide related advice and information support, for a services fee and the reimbursement of customary disbursements, which we currently do not expect to exceed $17,000 in total. If you choose to access the proxy materials or vote via the internet or by phone, you are responsible for any internet access or phone 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 2025 Annual Meeting, or for consideration at our 2025 Annual Meeting?
A:	Requirements for Stockholder Proposals to be considered for inclusion in our proxy materials for our 2025 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, Suite 300, 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 2025 Annual Meeting, stockholder proposals must be received by our Corporate Secretary no later than February 14, 2025, and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

	Requirements for Stockholder Proposals to be presented at our 2025 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 2025 Annual Meeting, our Corporate Secretary must receive the written notice at our principal executive office:
	●	not earlier than the close of business on March 20, 2025, and
	●	not later than the close of business on April 19, 2025.

	If we hold our 2025 annual meeting of stockholders more than 30 days before or more than 60 days after July 18, 2025 (the one year anniversary date of our 2024 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.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We have a strong commitment to good corporate governance practices. These practices provide an important framework within which our Board of Directors, its committees and our management can pursue our strategic objectives to promote the interests of our stockholders.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of our Company. Our Corporate Governance Guidelines are available without charge on the Investor Relations section of our website located at https://investors.bensonhill.com by clicking on “Governance Documents” in the “Governance” section of our website. Our Corporate Governance Guidelines are subject to modification from time to time by our Board of Directors pursuant to the recommendations of our Sustainability and Governance Committee.


●			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 any required Compensation Committee report.


●			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;
●			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, risks and opportunities associated with each, and periodically reviewing our Company’s ESG strategy, goals, policies and procedures.


●			Insider Trading Policy—We have adopted an insider trading policy that, among other things, governs the acquisitions and dispositions of our securities by our directors, officers, and employees, as well as agents, consultants, and contractors of our Company.
●			Anti-Hedging Policy—Our insider trading policy includes a prohibition against the hedging of our stock by persons subject to the policy.
●			Anti-Pledging and Margin Account Policy—Our insider trading policy includes a prohibition against holding our securities in a margin account or pledging our securities as collateral for a loan by persons subject to the policy.
●			No Repricing of Stock Options—Our 2021 Omnibus Incentive Plan prohibits the repricing of stock options or other equity awards without the consent of our stockholders.
●			Clawback Policy—We have adopted a clawback policy that, among other things, sets forth procedures for the recoupment of erroneously awarded executive compensation in compliance with Rule 10D-1 of the Exchange Act.
●			Independent Compensation Committee—Our Compensation Committee is comprised exclusively of independent directors.
●			Independent Consultants—Our Compensation Committee has determined that the consultants who provide benchmarking data with respect to our named executive officers and directors satisfy applicable independence requirements.
●			Code of Conduct and Ethics—We have adopted a Code of Conduct and Ethics that applies to all of our directors, officers, and employees, which is available on our website at www.bensonhill.com.


ADRIENNE ELSNER						Career Highlights

Chief Executive Officer						Ms. Elsner was appointed as our Chief Executive Officer effective October 31, 2023, after serving as our Interim Chief Executive Officer since June 15, 2023. 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 reset 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, and 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.
and Director

Age: 61

Director since 2019

Committee Membership:
● None

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


						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. Ms. Elsner is also experienced in executive team development at high growth enterprises, and her appreciation of customer, stockholder, and employee interests aligns with our ESG focus. We believe that Ms. Elsner’s significant executive leadership and management experience qualifies her to serve as our CEO and a director.


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: 62


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, 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 public and private 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, member and chair of various audit committees, including as the “audit committee financial expert” at B&G Foods, Inc., augments the risk management and financial reporting knowledge of our Board. Ms. Brunts also serves as a member of the Financial Accounting Standards Board 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 director.


J. STEPHAN DOLEZALEK						Career Highlights

Director						Mr. Dolezalek has been a Managing Partner at Grosvenor Food & AgTech, a private investment arm of the Grosvenor Estate, the family office of the Grosvenor family, since January 2019; having previously been a member of its board of directors from 2018 to 2019. Grosvenor Food & AgTech (previously called the Wheatsheaf Group, LLC) operates, invests in and helps to develop businesses in the food and agriculture sectors. From 2016 to 2018, Mr. Dolezalek served as Senior Adviser with respect to the formation of Breakthrough Energy Ventures, an entity formed by the family investment office of Bill Gates. Prior to that, from 1999 until 2017, Mr. Dolezalek served as a Managing Director of VantagePoint Capital Partners, a private equity firm managing a series of private equity funds. Mr. Dolezalek regularly serves as a board member for the companies in which Grosvenor Food & AgTech invests, currently including New Aerofarms, a leading vertical farming company and Nuritas, a biotech company developing novel food peptides. He has co-founded three companies and been a board member of numerous venture-backed and publicly traded companies. Prior to his career in venture capital, Mr. Dolezalek was a Corporate and Securities Partner with the law firm of Brobeck, Phleger & Harrison from 1984 to 1999. He earned his Bachelor of Science in City Planning from the University of Virginia School of Architecture and his Juris Doctor from the University of Virginia School of Law.

Age: 67

Director since: 2020

Committee Membership:
● Compensation
● Sustainability and
Governance

Other Public Boards:
● None


Board Diversity Matrix (As of June 11, 2024)
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	-	-	-	-


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


	Fees Earned
	or Paid in	Option Awards	RSU Awards
Name	Cash($)	($)(1)	($)(2)	Total($)
Adrienne Elsner(3)	27,500	—	—	27,500
DeAnn Brunts(5)	100,000	—	200,000	300,000
J. Stephan Dolezalek(4)	60,000	—	200,000	260,000
Daniel Jacobi(5)	135,000	—	200,000	335,000
David J. Lee	60,000	—	200,000	260,000
Richard Mack(6)	32,333	—	530,000	562,333
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


		Number of
		Shares of	Percentage
		Common	of
		Stock	Outstanding
		Beneficially	Common
Name and Address of Beneficial Owners(1)		Owned	Stock
5% Stockholders:
GV(2)		17,849,461	8.4	%
Argonautic Ventures(3)		16,053,474	7.6	%
BlackRock, Inc.(4)		15,854,373	7.5	%
Mercury(5)		13,444,888	6.3	%
Grosvenor Food & AgTech US Inc.(6)		11,679,899	5.5	%
S2G Investments, LLC(7)		11,631,755	5.5	%
Prelude Fund, LP(8)		11,050,714	5.2	%
Directors and Executive Officers:
Adrienne Elsner(9)		2,141,241	1.0	%
DeAnn Brunts(10)		1,031,507	*
Craig Rohr(11)		649,412	*
Daniel Jacobi(12)		612,101	*
Jason Bull(13)		490,321	*
David J. Lee(14)		392,963	*
Linda Whitley-Taylor(15)		386,267	*
Richard Mack(16)		262,620	*
J. Stephan Dolezalek(17)		258,857	*
Molly Montgomery(18)		226,863	*
Susan Keefe		—	*
Daniel J. Cosgrove		—	*
All Directors and Executive Officers as a group (12 individuals)		6,452,152	3.0	%

* 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, Suite 300, St. Louis, MO 63132.


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

						Through his experience founding, advising and growing multiple business enterprises across a series of industries disrupted by technological innovation, including, most recently, in the food and agricultural sectors, Mr. Dolezalek has gained a wealth of experience in navigating and overcoming the challenges faced by high-growth companies like Benson Hill. Mr. Dolezalek has experience both as a lawyer and as a principal investor/board member managing capital raising transactions, financial management solutions, strategic financial planning, structured financing transactions, strategic partnerships and mergers and acquisitions. Mr. Dolezalek’s experience as a director and board member of numerous venture-backed and publicly traded companies, in addition to his legal education and related experience, enable him to share valuable insights with our Board regarding matters of corporate governance, business strategy, and commercial sustainability. We believe that Mr. Dolezalek’s experience as an investor, entrepreneur, board member, and his substantial involvement with numerous public and private companies across the agricultural and biotechnology sectors qualify him to serve as a director and member of our Compensation Committee and our Sustainability and Governance Committee.


DANIEL JACOBI						Career Highlights

Director and Chair						Mr. Jacobi has served on our Board as an independent director since March 2016 and currently serves as our 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. From 1998 into 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. Prior to joining Pioneer, Mr. Jacobi served as General Counsel of the Wittern Group, in Clive, Iowa for seven years. Since his retirement from DuPont Pioneer, Mr. Jacobi has represented select ag-related businesses, and currently serves on the boards of directors of Feed Energy Corp. and The Stetler Company. Mr. Jacobi earned his Bachelor of Arts in Psychology and his Juris Doctor from Drake University, and since 2006, has served his alma mater as a member of the Drake Board of Trustees.

Age: 69


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. 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 a 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 is qualified to serve as the Chair of our Board, director and member of our Sustainability and Governance Committee because of his extensive experience with legal support for a global seed company, including intellectual property protection strategies, biotech and germplasm in- and out-licensing, domestic and international regulatory matters, as well as all aspects of commercial operations.


RICHARD MACK						Career Highlights

Director						Mr. Mack was appointed to serve on our Board 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 January 2018 retirement, 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, from October 2009 to May 2014, Mr. Mack served as Executive Vice President, General Counsel and Corporate Secretary and from January 2004 to October 2009, he served as Senior Vice President, General Counsel and Corporate Secretary. 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 currently serves on the board of directors, and a member and chair of the audit committee of Titan Machinery, Inc., a public company in the agricultural and construction equipment sector. From 2018 to 2022, Mr. Mack served on the board of directors, a member and chair of the audit committee of Anuvia Plant Nutrient Holdings, Inc., a private crop nutrient company; and on the board of directors, a member and chair of the finance committee of H.J. Baker & Bro., LLC, a private sulphur and animal nutrition industry company. Mr. Mack received his Bachelor of Science in Accounting from Moorhead State University, his Master of Business Administration from Northwestern University’s Kellogg School of Management, and his Juris Doctor with highest distinction from Hamline University School of Law.

Age: 56

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 our 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 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.”


						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 on matters of business strategy and corporate governance. From her positions as Acting Chief Executive Officer of New AeroFarms, President and Chief Executive Officer of Custom Made Meals, and Chief Executive Officer and President of 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 growth plans. In addition, through her service as a director of public and private 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 member and 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 directors of Upstream Rehabilitation Physical Therapy and 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)

Other Public Boards:						Key Qualifications, Experience, Skills and Expertise Contributed to
● None						our Board

						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 member and Chair of our Compensation Committee.


						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. 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 WEBTOON and Impossible Foods and as an audit committee chair and 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, and provides thoughtful guidance to our management. We believe that Mr. Lee’s extensive executive, financial and operational expertise qualifies him to serve as a director, and member and 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.”


●			An annual cash retainer of $50,000.
●			Additional cash compensation for additional Board service and participation on our Audit and Risk, Compensation, and Sustainability and Governance Committees as follows:


●			For any director joining the Board during 2023, an initial Long Term Incentive award consisting of $330,000 delivered in RSUs granted on the date the individual joins our 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 of stockholders 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 of stockholders.


(1)			No option awards were granted to our directors in 2023. As of December 31, 2023, the aggregate number of shares that were subject to option awards outstanding for each director was as follows: Ms. Elsner—344,128, Ms. Brunts—817,304, Mr. Jacobi—397,898, Mr. Lee—150,556 and Ms. Whitley-Taylor—172,064.
(2)			The amounts included in this column represent the grant date fair value of RSU awards granted to our directors on August 11, 2023. Mr. Mack received an additional sign-on grant for joining the Board on June 15, 2023. Amounts shown do not reflect compensation actually received by our directors nor do they necessarily reflect the actual value that will be recognized by our directors. Instead, the amount shown is the grant date fair value of RSU awards granted to our directors computed in accordance with ASC Topic 718. The assumptions used to calculate the value of RSU awards are set forth in Note 19—Stock-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, the following unvested RSU awards were held by each director listed in the table above: Ms. Elsner—781,880, Ms. Brunts—355,004, Mr. Dolezalek—152,334, Mr. Jacobi—206,257, Mr. Lee—172,737, Mr. Mack—372,907, Ms. Montgomery—152,334, Mr. Rohr—152,334, and Ms. Whitley-Taylor—172,064. These amounts include Earn Out Awards held by Ms. Elsner, Ms. Brunts, Mr. Jacobi, Mr. Lee, and Ms. Whitley-Taylor, which are subject to both time- and performance-based vesting.
(3)			Ms. Elsner was appointed as our Interim Chief Executive Officer on June 15, 2023. She remains a director, but she has not received any compensation for her Board service since June 15, 2023. The table reflects Board fees paid to her in 2023 for her service as a director prior to June 15, 2023.
(4)			Pursuant to his employment agreement 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 such compensation to the extent of his pecuniary interest therein, if any.
(5)			Each of Ms. Brunts and Mr. Jacobi were paid an additional $50,000 in cash in recognition of their extra Board service in 2023, which required significant additional time commitment.
(6)			Mr. Mack was appointed to our Board on June 15, 2023.


●			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.


(2)			Represents 11,310,238 shares of our Common Stock held by GV 2017, L.P., 6,339,223 shares of our Common Stock held by GV 2019, L.P., and 200,000 warrants exercisable for an equal number of shares of our Common Stock held by GV 2017, L.P. as of the Ownership Date. Of the aforementioned securities, 1,443,064 of the shares of our Common Stock held by GV 2017, L.P. and 854,126 of the shares of our Common Stock held by GV 2019, L.P. are held in an escrow account and subject to an earn-out contingency until the achievement of certain stock price targets pursuant to our business combination on September 29, 2021. 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 share 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 share voting and investment power over the securities held by GV 2019, L.P. 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.
(3)			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). Of the aforementioned securities, 1,536,468 of the 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) are subject to an earn-out contingency until the achievement of certain stock price targets pursuant to our Company’s Issuer’s business combination on September 29, 2021. 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 2/f, Strathvale House, 90 North Church Street, P.O. Box 1103, George Town, Grand Cayman KY1-1102, Cayman Islands.
(4)			Represents 15,854,373 shares of our Common Stock held by BlackRock, Inc. and its subsidiaries. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. Based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 2024.
(5)			Represents (i) 306,518 shares of our Common Stock, including 3,000 shares of our Common Stock issuable upon exercise of warrants held by Mercury Fund III Affiliates, L.P., (ii) 6,505,172 shares of our Common Stock, including 63,666 shares of our Common Stock issuable upon exercise of warrants held by Mercury Fund Ventures III, L.P., and (iii) 6,633,198 shares of our Common Stock, including 366,666 shares of our Common Stock issuable upon exercise of warrants held by Mercury Camelback Fund LLC. The general partner of Mercury Fund III Affiliates, L.P. and Mercury Fund Ventures III, L.P. is Mercury Fund Partners III, L.P. The managing member of Mercury Camelback Fund, LLC is Mercury Partners Management LLC. 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.


(6)			Represents 11,679,899 shares of our Common Stock (including 766,666 shares of our 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, Jonathon Bond, Robert Davis, Mark Preston, Stefano Rettore, 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 838 Walker Road, Suite 21-2, Dover, DE 19904. Mr. 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.
(7)			Represents 11,631,755 shares of our Common Stock, consisting of (i) 1,782,605 shares of our Common Stock held by S2G Ventures Fund I, L.P., (ii) 5,859,532 shares of our Common Stock held by S2G Ventures Fund II, L.P., and (iii) 3,989,618 shares of our Common Stock, including 138,888 shares of our Common Stock issuable upon the exercise of 416,666 warrants, held by S2G Builders Food & Agriculture Fund III, LP. The reported securities are directly held by S2G Ventures Fund I, L.P., S2G Ventures Fund II, L.P. and S2G Builders Food & Agriculture Fund III, LP (collectively, the “S2G Food & Agriculture Funds”). In April 2024, the investment team that has continually managed the S2G Food & Agriculture Funds launched as a separate registered investment adviser, S2G Investment, LLC. Although Builders Vision, LLC (“BV”) continues to serve as or control the general partner of each of the S2G Food & Agriculture Funds, BV has delegated all voting and investment control of the S2G Food & Agriculture Funds to S2G Investments, LLC. The address for S2G Investments, LLC is 167 N. Green Street, Floor 16, Chicago, IL 60607.
(8)			Represents 11,050,714 shares of our Common Stock held by Prelude Fund, LP. Prelude Ventures LLC is the general partner of Prelude Fund, LP and may be deemed to have beneficial ownership of the securities held directly by Prelude Fund, LP. Mark Cupta, Matt Eggers, 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, LP. 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)			Includes 735,244 shares of Common Stock underlying RSUs and 344,128 shares of Common Stock issuable upon exercise of outstanding options.
(10)			Includes 152,334 shares of Common Stock underlying RSUs and 817,304 shares of Common Stock issuable upon exercise of outstanding options.
(11)			Includes 152,334 shares of Common Stock underlying RSUs and 77,418 Earn Out Shares.
(12)			Includes 152,334 shares of Common Stock underlying RSUs and 397,898 shares of Common Stock issuable upon exercise of outstanding options.
(13)			Includes 416,717 shares of Common Stock issuable upon exercise of outstanding options.
(14)			Includes 152,334 shares of Common Stock underlying RSUs, 150,556 shares of Common Stock issuable upon exercise of outstanding options, and 3,348 Earn Out Shares.
(15)			Includes 152,334 shares of Common Stock underlying RSUs and 172,064 shares of Common Stock issuable upon exercise of outstanding options.
(16)			Includes 262,620 shares of Common Stock underlying RSUs.


(17)			Includes 152,334 shares of Common Stock underlying RSUs. Mr. Dolezalek is employed by Grosvenor Food & AgTech US Inc., which participated in our March 2022 PIPE transaction and which, as of the Ownership Date, beneficially owned approximately 5.5% 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.
(18)			Includes 152,334 shares of Common Stock underlying RSUs.


ADRIENNE ELSNER						For a brief biography of Ms. Elsner, please see “Proposal No. One: Election of Directors.”


JASON BULL, Ph.D.						Career Highlights

Chief Technology Officer						Mr. Bull has served as our Chief Technology Officer since June 2020. Prior to joining Benson Hill, he founded a machine learning business at Object Computing, Inc. (OCI), where he served as VP, Strategy & Machine Learning from November 2018 to May 2020. The machine learning business had strategic business impact across multiple Fortune 500 companies spanning a diverse set of industries. Prior to OCI, Mr. Bull served as Vice President, Digital at The Climate Corporation from June 2016 to August 2018, and spent twenty years with Bayer (Monsanto), most recently as its Vice President R&D of (Global Digital Seed Science), where he delivered a digital advisory platform. Mr. Bull also served as Vice President R&D (Global Trait & Field Solutions), leading trait introgression into the global product lineup and global research and development intellectual property, where he spearheaded the seminal introduction of predictive technologies and their application to the research and development pipeline. Mr. Bull has been granted 30 patents in digital agriculture, molecular breeding and robotic seed chipping. He has also authored 15 publications on the optimization of breeding and production systems. He earned his Bachelor of Agricultural Science (Honors) in quantitative genetics and analytics and his Ph.D. in quantitative genetics and biometrics from the University of Queensland in Australia.

Age: 57

Joined Benson Hill: 2020


						Key Qualifications, Experience, Skills and Expertise

						Mr. Bull has over 20 years of industry experience unlocking synergies between biology and data science. As Chief Technology Officer, Mr. Bull leads the Company’s combined R&D and data science capabilities across predictive breeding, genomics, product discovery, big data engineering and scientific development. Mr. Bull has a track record of leading cross-functional teams and pioneering innovations in a host of agricultural and technical fields, allowing him to effectively lead our technological initiatives at the intersection of science and commerce.


DANIEL J. COSGROVE						Career Highlights

Chief Administrative						Mr. Cosgrove became our Chief Administrative Officer on April 15, 2024 and General Counsel and Corporate Secretary on May 10, 2024. From January 2020 to March 2023, he served as Chief Executive Officer, President and Board Director and from February 2019 to January 2020 as Chief Strategy Officer of Growers Edge Financial, Inc., a financial technology company; from May 2017 to January 2019, he served as Global Leader, Corporate Development & Licensing at Corteva Agriscience; from July 2012 to May 2017 as Vice President, Business Development; and from July 2009 to July 2012 as Vice President, Biotech Business Development, from January 2006 to June 2009 as IP Group Leader; and from January 2001 to June 2009 as Corporate Counsel, all at Pioneer/DuPont Ag Biotech (formerly known as DuPont Ag Biotech). From June 1992 to December 2000, Mr. Cosgrove was a partner at the law firm of Zarley, McKee, Thomte, Voorhees & Sease, PLC. Since February 2017, he has served as a venture partner to Radicle AgTech Acceleration Fund. He has served on the Board of Directors of Inseer, Inc. since March 2019. Mr. Cosgrove earned his Bachelor of Science in Industrial Engineering from Iowa State University, Master of Business Administration from the MIT Sloan School of Management and Juris Doctorate from Drake University Law School (with honors).
Officer, General Counsel
& Corporate Secretary

Age: 57

Joined Benson Hill: 2024











						Key Qualifications, Experience, Skills and Expertise

						Mr. Cosgrove is a seasoned executive with over 30 years of strategic, financial, legal, international management and business development public and private company experience, and a robust record of large scale deals from early stages and R&D to negotiations and through closing. Through his previous work in global agribusiness, Mr. Cosgrove gained in-depth experience in negotiation, business planning, entrepreneurship, international business, licensing, mergers and acquisitions and venture capital.


SUSAN KEEFE						Career Highlights

Chief Financial Officer						Ms. Keefe has served as our Chief Financial Officer since March 2024. From September 2023 to March 2024, Ms. Keefe provided consulting services to various public and private companies, including Benson Hill. From May 2019 to September 2023, Ms. Keefe served as the chief financial officer of GreenLight Biosciences Holdings, PBC, a bio-performance ag-technology company specializing in RNA-based solutions for agriculture and pharmaceutical applications. Prior to joining GreenLight Biosciences, she served as Chief Financial Officer, Vice President Finance of Danforth Advisors from August 2018 to May 2019, and previously as Vice President, Finance and Administration and Corporate Treasurer of Aushon Biosystems, Inc. from July 2013 to June 2018. Ms. Keefe earned her Bachelor of Arts in Business Administration from the University of Iowa and her Master of Business Administration from the University of Chicago, Booth Graduate School of Business.

Age: 51

Joined Benson Hill: 2024







						Key Qualifications, Experience, Skills and Expertise

						Ms. Keefe is a seasoned enterprise leader with over 25 years of experience in finance, accounting, human resources, administration, corporate development and commercial operations across the biotech, consumer packaged goods, and consulting industries.


●			Adrienne Elsner, our Chief Executive Officer;
●			Matthew B. Crisp, our former Chief Executive Officer;
●			Dean Freeman, our Chief Financial Officer; and
●			Jason Bull, our Chief Technology Officer.

SEC Form DEF 14A filed by Benson Hill Inc.