DEF 14A 1 gpre4008721-def14a.htm DEFINITIVE PROXY STATEMENT

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

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Filed by a Party other than the Registrant ☐

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☐		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 Pursuant to §240.14a-12

Green Plains 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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☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Table of Contents

2022 Annual Meeting
of Shareholders and
Proxy Statement

Table of Contents

Who We Are

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

Our Strategy

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

Our Purpose

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

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

		11 Biorefineries Strategically throughout the United States

		9.2 Million Tons of corn processed annually

		1 Billion Gallons Our annual production capacity of low-carbon biofuels

		Over 800 Dedicated employees

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Letter from our Board of Directors

Dear Shareholders:

On behalf of the Board of Directors, I would like to share how proud we are of every employee at Green Plains for navigating another challenging year of a global pandemic while executing on the transformation of our Company into a sustainable ag tech leader focused on producing sustainable ingredients that matter. Despite volatile market conditions, including price inflation, supply chain disruptions and staffing shortages, management continues to make progress on strategic initiatives that position Green Plains for long term success and financial stability. Through our acquisition of Fluid Quip Technologies with our partners, we have added the necessary talent and technology to bolster our transformation and achievement of our financial goals.

Our Sustainable Future

Our highly qualified board of directors is engaged in all aspects of environmental, social and governance (ESG) initiatives, and these values align perfectly with our Company’s transformation plan. In 2021, we released our inaugural sustainability report, detailing commitments to reduce our operational emissions 50% by 2030, and to be carbon neutral by 2050. We have continued to refresh our board with new and diverse faces, and have announced our intention to declassify – the first Iowa public corporation to do so. Shareholder rights and strong governance are crucial to long term success of our Company, and we will continue to make progress in all aspects of ESG.

Transforming and Growing

Looking forward to 2022 and beyond, we believe that Green Plains is well-positioned to lead in transitioning to a sustainable, plant-based and carbon-neutral future, where our sustainable ag technology and renewable ingredients feed and fuel our growing world. We have only begun to unlock the opportunities in each kernel of corn, and the future is bright. I want to thank all of our employees, shareholders, customers and community partners for believing in our transformation story, and supporting us every step along the way.

Sincerely,

Wayne Hoovestol

The Board of Directors

“We have continued to refresh our board with new and diverse faces, and have announced our intention to declassify – the first Iowa corporation to do so. Shareholder rights and strong governance are crucial to long term success of our Company, and we will continue to make progress in all aspects of ESG.”

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2	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Notice of Annual Meeting of Shareholders

DATE AND TIME

10:00 a.m., Central
Daylight Time, on
Wednesday, May 4,
2022

LOCATION

www.meetnow.global/MWM66HR

RECORD DATE

March 10, 2022

How To Vote

Whether or not you expect to attend the annual meeting online, we urge you to vote your shares via the following:

INTERNET

Go to:
www.envisionreports.com/GPRE

PHONE

Call our toll-free telephone number 1-800-652-VOTE (8683) within the USA, US Territories and Canada

MAIL

Sign, date and mail the proxy card in the envelope provided.

Items of Business

Proposals	Board Vote Recommendation	For Further Details
1. To elect two directors to serve three-year terms that expire at the 2025 annual meeting	Vote FOR all nominees	„ Page 13
2. To ratify the selection of KPMG as the Company’s independent registered public accountants for the year ending December 31, 2022	Vote FOR	„ Page 37
3. To cast an advisory vote to approve the Company’s executive compensation	Vote FOR	„ Page 43
4. To approve the increase of the number of authorized shares	Vote FOR	„ Page 77
5. To declassify the Board	Vote FOR	„ Page 80

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items are more fully described in the accompanying Proxy Statement. Each share of our Common Stock is entitled to one vote on all matters presented at the Annual Meeting. Dissenters’ rights are not applicable to these matters.

To provide a safe experience for our stockholders and employees, as well as to provide expanded access, improved communications and cost and time savings for our shareholders and the Company, we will once again conduct a virtual annual meeting. You will be able to attend and participate in the meeting by visiting www.meetnow.global/MWM66HR, where you will be able to listen to the meeting live, submit questions, and vote. To access the online meeting, you must have the information that is printed on the shaded bar area located on the reverse side of the Notice. A password is not required for this meeting.

By Order of the Board of Directors,

Michelle Mapes

Corporate Secretary

Omaha, Nebraska
March 25, 2022

Important Notice Regarding the Availability of Proxy Materials for Shareholder Meeting to be held on May 4, 2022.

Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Instead of mailing paper copies of our proxy materials, we sent shareholders the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 4, 2022, with instructions for accessing the proxy materials and voting via the Internet (the “Notice”) and attending the Annual Meeting online. The Notice, which was mailed on or around March 25, 2022, also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. The Notice, the Proxy Statement and our 2021 Annual Report may be accessed at www.edocumentview.com/GPRE.

Table of Contents

1	Letter from our Board of Directors

2	Notice of Annual Meeting of Shareholders

4	Proxy Statement

4	Proxy Summary

13	Corporate Governance

13	PROPOSAL 1
	Election of Directors

14	Director Nominee Biographical Information and Experience

22	Director Nomination Process

23	Leadership Structure

25	Committees of the Board

28	Board Oversight

32	Investor Engagement

33	Other Governance Principles

35	Compensation of Directors

37	Audit Matters

37	PROPOSAL 2
	Ratification of Company’s Auditors

38	Independence of Auditors

38	Auditors’ Fees

39	Audit Committee Report

40	Executive Officers

43	Executive Compensation

43	PROPOSAL 3
	Advisory Vote to Approve Executive Compensation

44	Compensation Discussion and Analysis

66	Compensation Committee Report

67	Compensation Tables

75	CEO Pay Ratio

76	Equity Compensation Plan Information

77	Other Management Proposals

77	PROPOSAL 4
	Approval of Increase to the Number of Authorized Shares of Common Stock

80	PROPOSAL 5
	Declassification of Board

82	Security Ownership of Certain Beneficial Owners and Management

84	Transactions with Related Persons, Promoters and Certain Control Persons

85	Other Matters

90	Appendix A


	ESG Highlights

	12	DE&I, Social Responsibility and Environmental Stewardship Highlights

	24	Diversity and Refreshment

	30	Corporate Responsibility/ESG/Sustainability Oversight

	32	Investor Engagement

	33	Code of Ethics and Other Policies

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4	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Proxy Statement

This Proxy Statement is provided to the shareholders of Green Plains Inc. in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at an Annual Meeting of Shareholders to be held at 10:00 a.m., Central Daylight Time, online at www.meetnow.global/MWM66HR on Wednesday, May 4, 2022, and at any adjournment or postponement thereof (the “Annual Meeting”).

Proxy Summary

This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the Proxy Statement carefully before voting.

About Our Company

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

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

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

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PROXY SUMMARY

Company Highlights

The Company operates three business segments: (1) ethanol production, which includes the production of ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and renewable corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.

Transforming into the Biorefinery Platform of the Future

Green Plains is transforming from a traditional dry-mill ethanol producer into a sustainable biorefinery platform, innovating through ag-technology to produce higher-value products with stable cash flows, for tomorrow’s sustainable economy.

Investments in critical technology, infrastructure and strategic partnerships are driving progress to accelerate the transformation into the Biorefinery Platform of the Future.

Strategic Growth Areas

Verticals positioned to capitalize on rapidly growing demand.


	Sustainable Ultra-High Protein Sustainable ingredients for high-value global markets in pet, aquaculture, dairy and poultry industries as demand for higher quality animal feed grows.			Renewable Corn Oil Responsible low-carbon feedstock for the high-growth renewable diesel and sustainable aviation fuel industries.

	Carbon Capture & Sequestration Participating in one of the largest carbon capture and storage (CCS) platforms in the world with Summit Carbon Solutions (SCS) – potential for direct injection of CO₂as well.			Clean Sugar Technology Low-carbon dextrose for a variety of biochemical, bioplastics, synthetic biology and food industries.

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6	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

2021 Performance Highlights

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

We have taken advantage of opportunities to divest certain assets in recent years to reallocate capital toward our current growth initiatives. We are focused on generating stable operating margins through our business segments and risk management strategy and expanding our focus on renewable corn oil, clean sugar and high value protein ingredients. We own and operate assets throughout the ethanol value chain: upstream, with grain handling and storage; through our ethanol production facilities; and downstream, with marketing and distribution services to reduce uncertainties.

Achievements

—	Announced the acquisition of a majority interest in Fluid Quip Technologies, LLC which capitalizes on the core strengths of each company to develop and implement proven, value-added agriculture, food and industrial biotechnology systems and rapidly expand installation and production of Ultra-High Protein across Green Plains’ facilities, as well as offer these technologies to partnering biofuel facilities;
—	Became an initial investor and anchor shipper on the Summit Carbon Solutions pipeline, with our eight western corn belt plants committing approx. 1.9 million tons of carbon per year;
—	Began batch operations for the clean sugar project at the Innovation Center at York, Nebraska, producing dextrose to target applications in renewable chemicals and synthetic biology;
—	Successfully launched the Ultra-High Protein production at Wood River; and broke ground on three additional locations;
—	Completed two successful capital raises as well as the issuance of $230 million of five year convertible notes, resulting in cash and cash equivalents to fully fund our protein initiatives; and
—	Announced governance updates, including: appointing a lead independent director; ongoing refreshment of the Board with two new board members who add diversity; rotating committee chairs; enhancing the Board’s oversight and strengthening shareholder rights through various amendments; and announcing intention to declassify the Board.

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PROXY SUMMARY

Board Highlights

Our Board of Directors

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


		IND Independent Director

Chair	Member	AC Audit Committee	CC Compensation Committee
		NGC Nominating and Governance Committee

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8	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Board Snapshot

Table of Contents

PROXY SUMMARY


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

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10	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


Strategy Development		— We believe that we can maximize our competitive advantage to create lasting value for our stockholders, both in the near- and longer-term, by successfully executing on our strategic plan, to take advantage of the world’s growing demand for protein feed ingredients. It is important for our Board to have directors who have experience developing, delivering and directing corporate strategy. Further, it is important to have board members who have experience transforming organizations and culture and improving processes, services, and products with an aim of enhancing long-term value.
International Business		— Global competition, international trade and product related policies, and international activities can have a significant impact on our business.
Mergers & Acquisitions / Partnerships		— Joint ventures, partnerships, mergers and acquisitions are an important part of maintaining a competitive advantage by maximizing our production capabilities, leveraging our proprietary technology and expanding new products into fast-growing, higher margin markets. We intend to continue exploring potential growth opportunities and strategies through these disciplines. As such, it is important to have board members well-versed in M&A-related activities to ensure that the right opportunities are being pursued, operational and financial risks can be quantified and effectively managed while expected synergies and growth projections are reasonable and realistic.
Capital Markets		— As our company continues to transform, having expertise in capital markets and various equity and debt financing alternatives will continue to be a critical skill set for our Board to ensure we have the optimal capital structure, and financing needed to support these efforts.
Audit/Risk/ Cybersecurity		— As a public company, we are subject to various auditing, accounting, and financial reporting obligations. Our Audit Committee’s responsibilities include reviewing the Company’s financial statements, financial reporting, and internal controls, as well as overseeing the independent auditor. Green Plains is also subject to various forms of risk, including, without limitation, cybersecurity risk, liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal and compliance risk and reputational risk. It is important for our Board to have directors who are financial experts and who understand financial reporting as well as effective risk management practices.
Legal/ Regulatory/ Government Relations		— Our operations are regulated by various government entities that can impose significant costs on our business. It is important to have board members who have a strong comprehension of the legal and regulatory landscape specific to our business. Our production levels, markets and grain we procure are affected by federal government programs. Government policies such as tariffs, duties, subsidies, import and export restrictions and embargos can also impact our business.

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CORPORATE GOVERNANCE

Corporate Governance Highlights

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

What We Do

What We Don’t Do

100% independent board committees

100% directors owning stock

Compensation recoupment (clawback) policy

Right to call special meeting threshold set at 20%

Provide a majority of executive compensation in performance-based compensation

Pay for performance based on measurable goals for both annual and long-term awards

Balanced mix of awards tied to annual and long-term performance

Stock ownership and retention policy

No poison pill

No supplemental executive retirement plans

No discounted stock options, reload of stock options or stock option re-pricing without shareholder approval

No single-trigger vesting of equity compensation upon a change in control

No short-term trading, short sales, transactions involving derivatives, hedging or pledging transactions for executive officers and directors

	Corporate Governance Improvements
	2020	Appointed diverse director
	2021	— Appointed two additional diverse directors — Lead Independent Director appointed — Recommending declassification of the board of directors – see Proposal 5 — Published governance guidelines with independent executive sessions — Annual charter reviews broadening scope for cyber and ESG oversight — Updated bylaws for proxy access and majority voting standard — Lowered threshold for special meeting to 20% — Rotated Committee chairs with two of the three Committee chairs diverse

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12	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

DE&I, Social Responsibility and Environmental Stewardship Highlights

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

Workforce Diversity, Equity and Inclusion

Green Plains values the importance of a diverse workforce focused on our CHART values of safety, collaboration, sound judgment and innovation.

— In 2021, we enhanced our recruiting strategies to emphasize hiring diverse workers and set long-term goals to increase female employees and employees who add diversity to our workforce as well as short-term DE&I targets.

— We are developing a diverse recruiting and outreach network with various diverse organizations such as historically black colleges and universities, Society of Women Engineers, Latino Center of the Midlands, Panhellenic Council, and similar organizations.

— We are implementing a talent management program that will include tracking diversity metrics in recruitment.

— We restarted our paid internship program in 2021-2022 to help improve generational diversity.

Social Responsibility

Relationships are valuable, whether they be among associates, customers and suppliers or between these groups and our products and processes. The success of our Company depends on the vital relationships we nourish with our stakeholders, including our agricultural and industry partners.

— In 2021, we introduced a Code of Vendor Conduct to monitor our suppliers’ compliance with our sustainability goals. Over 7,500 vendors were assessed and screened across 63 different watchlists, including criminal, sanctions, corruption and human rights.

— In 2021, we, and the ethanol industry as a whole, significantly helped rural communities and the nation’s economy in the following ways:

— We directly infused over $580 million into local communities near our biorefineries via grain purchases from area farmers.

— The ethanol industry directly and indirectly supported more than 407,000 jobs in the country.

— The ethanol industry added $52 billion to the U.S. Gross Domestic Product (GDP) through annual operations, transportation and new project construction.

— We celebrated record years with individual local growers and hosted annual events to thank the growers who provided us with the feedstock for our processes.

Environmental Stewardship

We are committed to serving as stewards of the environment, thinking in new ways to make a positive impact on the future. As part of our transformation to Green Plains 2.0, we have formed strategic partnerships and implemented innovative technologies to further reduce our environmental impact.

— In 2021, we established a science-based target of 50% reduction in operational GHG emissions from 2018 baseline by 2030 and 100% reduction by 2050.

— Since 2018, we’ve realized a significant reduction in GHG emissions, energy use and water withdrawal due to various energy efficiency projects and asset divestments.

— We plan to align our ESG disclosures with the Task Force on Climate-Related Financial Disclosures (TCFD), in addition to our current alignment with the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB).

— We are incorporating improvement ideas to reduce water usage into our strategic plan.

— We are also enhancing our focus on natural capital, biodiversity and land stewardship.

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CORPORATE GOVERNANCE

Corporate Governance

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

Proposal 1

Election of Directors

To be elected, each nominee for director must receive plurality of all votes cast (assuming a quorum is present) with respect to that nominee’s election. Abstentions and broker “non-votes” will not be counted as a vote cast with respect to a nominee.

The Board recommends that stockholders vote “FOR” each of the nominees set forth in Proposal 1.

The Board consists of nine members and is divided into three groups. One group of directors is elected at each annual meeting of shareholders for a three-year term. Each year a different group of directors is elected on a rotating basis. Martin Salinas Jr. and Farha Aslam, who were appointed upon the resignation of prior directors, are up for election at the Annual Meeting (to serve until the 2025 annual meeting or until their respective successors shall be elected and qualified). The terms of Jim Anderson, Wayne Hoovestol, Ejnar Knudsen and Kimberly Wagner expire at the 2023 annual meeting. The terms of Todd Becker, Brian Peterson and Alain Treuer expire at the 2024 annual meeting.

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14	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Director Nominee Biographical Information and Experience

Nominees for Election at the 2022 Annual Meeting

Farha Aslam

Managing Partner, Crescent House Capital

Age: 53
Director Since: 2021
Committees: Compensation

Background

— Managing Partner of Crescent House Capital

— Previous experience includes service as Managing Director at Stephens Inc where she led the firm’s Food and Agribusiness equity research team. Previously she was a vice president at Merrill Lynch and a risk management advisor at USB

— Serves on the boards of PSSI and Saffron Road

— Has a Master’s in Business Administration from Columbia University and a Bachelor of Arts degree in Economics from the University of California

Current Public Company Directorships

— Pilgrim’s Pride Corporation (PPC)

— Calavo Growers, Inc. (CVGW)

— AdvanSix Inc. (ASIX)

Director Qualifications

Ms. Aslam is qualified to serve as a director because of her extensive knowledge of the agriculture and ethanol industries, as well as her investor and financial knowledge from years working at a leading investment bank, providing the Board with valued industry experience.

Skills

— Industrial Mfg & Ingredient Prod

— Commodity Markets/Marketing

— Strategy Development

— International Business

— M&A/Partnerships

— Capital Markets

— Audit/Risk/Cybersecurity

— Legal/Regulatory/Gov’t Rel

— Public Co/Corp Govern/ESG

— Executive Leadership

— Executive Compensation

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CORPORATE GOVERNANCE

Martin Salinas Jr.

Former Chief Financial Officer Energy Transfer Partners, LP

Age: 50
Director Since: 2021
Committees: Audit (Chair), Nominating and Governance

Background

— Former Chief Financial Officer of Energy Transfer Partners, LP, one of the largest publicly traded master limited partnerships from 2008 to 2015. Prior to that, he served as their controller and vice president of finance from 2004 to 2008

— Began his career at KPMG

— Advisory council member of the University of Texas in San Antonio

— Holds a Bachelor’s Degree in Business Administration from the University of Texas in San Antonio. He is a member of the Texas Society of Certified Public Accountants

Current Public Company Directorships

— NuStar Energy L.P. (NS)

Past Public Company Directorships

— Noble Midstream Partners L.P. (NBLX)

— Green Plains Partners LP (GPP)

Director Qualifications

Mr. Salinas is qualified to serve as a director because he possesses the requisite education and business acumen to serve as an audit committee financial expert along with having served on other boards and as well as the CFO of another public company.

Skills

— Commodity Markets/Marketing

— Strategy Development

— M&A/Partnerships

— Capital Markets

— Audit/Risk/Cybersecurity

— Public Co/Corp Govern/ESG

— Executive Leadership

— Executive Compensation

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16	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Continuing Directors with Terms Expiring in 2023

Jim Anderson

Lead Independent Director
Chief Executive Officer, Moly-Cop

Age: 64
Director Since: 2008
Committees: Audit, Compensation

Background

— Chief Executive Officer of Moly-Cop since November 2017

— Served as Managing Director and Operating Partner at CHAMP Private Equity

— Served The Gavilon Group, LLC as its President and Chief Executive Officer from October 2014 until February 2016 as well as its Chief Operating Officer, Fertilizer, since February 2010

— Served as Chief Executive Officer and member of the board of directors at United Malt Holdings, a producer of malt for use in the brewing and distilling industries, from September 2006 to February 2010

— Served as Chief Operating Officer / Executive Vice President of CT Malt, a joint venture between ConAgra Foods, Inc. and Tiger Brands of South Africa, beginning in April 2003

— Served as Senior Vice President and then President of ConAgra Grain Companies

— His career also included association with the firm Ferruzzi USA and as an Operations Manager for Pillsbury Company

— Served as a Board Member of the North American Export Grain Association and the National Grain and Feed Association

— Holds a Bachelor of Arts degree with a Finance emphasis from the University of Wisconsin - Platteville

Past Public Company Directorships

— United Malt Holdings

Director Qualifications

Mr. Anderson is qualified to serve as a director because of his commodity experience and agribusiness knowledge, which provides the Board with a relevant depth of understanding of our operations.

Skills

— Industrial Mfg & Ingredient Prod

— Commodity Markets/Marketing

— Strategy Development

— International Business

— M&A/Partnerships

— Capital Markets

— Audit/Risk/Cybersecurity

— Legal/Regulatory/Gov’t Rel

— Public Co/Corp Govern/ESG

— Executive Leadership

— Executive Compensation

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CORPORATE GOVERNANCE

Wayne Hoovestol

Chairman of the Board
Former Chief Executive Officer, Green Plains Inc.

Age: 63
Director Since: 2006
Committees: None

Background

— Our Chairman of the Board since October 2008

— Served as our Chief Operating Officer from January 2007 to February 2007, Chief Executive Officer from February 2007 to December 2008, and Chief Strategy Officer from March 2009 to November 2009

— Began operating Hoovestol Inc., a trucking company, in 1978

— President of Lone Mountain Truck Leasing, which he founded in 2005

— Became involved with the ethanol industry as an investor in 1995, and has served on the boards of two other ethanol companies

Director Qualifications

Mr. Hoovestol is qualified to serve as a director because of his former leadership as Chief Executive Officer, as well as the business perspective he brings to the Board through his ownership of other entities and investments in other ethanol companies.

Skills

— Commodity Markets/Marketing

— Strategy Development

— M&A/Partnerships

— Executive Leadership

— Executive Compensation

Ejnar Knudsen

Founder and Chief Executive Officer, AGR Partners

Age: 53
Director Since: 2016
Committees: None

Background

— Founder and CEO of AGR Partners, and oversees the firm’s strategy with investments totaling over $400 million in food processors, manufacturers and agribusinesses

— Co-portfolio manager of Passport Capital’s Agriculture Fund from 2009 to 2012

— Served as EVP of Western Milling, a grain and feed milling company that grew from a small California startup to over $1 billion in sales

— Spent 10 years with Rabobank, in its New York office, managing a loan portfolio and venture capital investments as well as providing corporate advisory services

— Received his Bachelor of Science degree from Cornell University and is a CFA charter holder

Current Public Company Directorships

— Ridley Corporation Limited (RIC:AX)

Director Qualifications

Mr. Knudsen is qualified to serve as a director because of his operating company and finance experience, as well as his agribusiness industry network and knowledge, which provides the Board with a relevant depth of understanding of our operations.

Skills

— Industrial Mfg & Ingredient Prod

— Commodity Markets/Marketing

— Strategy Development

— International Business

— M&A/Partnerships

— Capital Markets

— Audit / Risk/Cybersecurity

— Executive Leadership

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18	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Kimberly Wagner

Founder, TBGD Partners

Age: 58
Director Since: 2020
Committees: Nominating and Governance (Chair), Audit

Background

— Founder of TBGD Partners, a boutique firm providing expertise to early and mid-stage ventures in the agribusiness, food/nutrition and life sciences sectors

— Former Venture Partner at Flagship Pioneering and President and Chief Operating Officer of CiBO Technologies, a Flagship VentureLabs company

— Former Partner at McKinsey & Co. and a Senior Partner and Managing Director at The Boston Consulting Group, Inc.

— Her accomplishments in client service have been acknowledged through multiple awards, including being named a Women Leader in Consulting by Consulting magazine in 2012

— Alumni-elected member of Cornell University’s Board of Trustees and serves on the boards of several not-for-profit organizations with agricultural, sustainability and/or educational missions and is an active member of several national and international scientific societies

— Holds a PhD in Biological Chemistry and Molecular Pharmacology from Harvard University, a Master of Science in Animal Science from Texas A&M University, and a Bachelor of Science with distinction in Biology and Animal Science from Cornell University

Director Qualifications

Ms. Wagner is qualified to serve as a director because of her extensive agribusiness and food/nutrition experience, which provides the Board with a relevant depth of understanding of our operations.

Ms. Wagner is a scientist, entrepreneur and business leader with over two decades of experience advising companies on strategy and operational improvement in the agricultureal, food and life sciences sectors with an emphasis in technology, sustainability, research and innovation, and new product development.

Skills

— Industrial Mfg & Ingredient Prod

— Strategy Development

— International Business

— M&A/Partnerships

— Audit/Risk/Cybersecurity

— Legal/Regulatory/Gov’t Rel

— Public Co/Corp Govern/ESG

— Executive Leadership

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CORPORATE GOVERNANCE

Continuing Directors with Terms Expiring in 2024

Todd Becker

President and Chief Executive Officer, Green Plains Inc.

Age: 56
Director Since: 2009
Committees: None

Background

— Our President and Chief Executive Officer since January 2009

— Served as President and Chief Executive Officer, as well as a director, of the general partner of Green Plains Partners LP since March 2015

— Served as our President and Chief Operating Officer from October 2008 to December 2008

— Served as Chief Executive Officer of VBV LLC from May 2007 to October 2008

— Executive Vice President of Sales and Trading at Global Ethanol from May 2006 to May 2007

— Worked for ten years at ConAgra Foods, Inc. in various management positions, including Vice President of International Marketing for ConAgra Trade Group and President of ConAgra Grain Canada

— Has 34 years of related experience in various commodity processing businesses, risk management and supply chain management, along with extensive international trading experience in agricultural markets

— Mr. Becker has a Master’s degree in Finance from the Kelley School of Business at Indiana University and a Bachelor of Science degree in Business Administration with a Finance emphasis from the University of Kansas

Current Public Company Directorships

— Green Plains Partners LP (GPP)

Past Public Company Directorships

— Hillshire Brands Company

Director Qualifications

Mr. Becker is qualified to serve as a director because he provides an insider’s perspective about our business and strategic direction to Board discussions. His extensive commodity experience and leadership make him an essential member of the Board.

Skills

— Industrial Mfg & Ingredient Prod

— Commodity Markets/Marketing

— Strategy Development

— International Business

— M&A/Partnerships

— Capital Markets

— Audit/Risk/Cybersecurity

— Legal/Regulatory/Gov’t Rel

— Public Co/Corp Govern/ESG

— Executive Leadership

— Corporate Governance

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20	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Brian Peterson

President and Chief Executive Officer, Whiskey Creek Enterprises

Age: 58
Director Since: 2005
Committees: Compensation (Chair)

Background

— President and Chief Executive Officer of Whiskey Creek Enterprises

— Served as our Executive Vice President in charge of site development from 2005 to October 2008

— Sole founder and owner of Superior Ethanol LLC, which was acquired by us in 2006

— For over twenty years, he has owned and operated grain farming entities which now includes acreages in Iowa, Arkansas and South Dakota

— Built, owns and operates a cattle feedlot in northwest Iowa

— Has a Bachelor of Science degree in Agricultural Business from Dordt College

— Investor in several other ethanol companies

Director Qualifications

Mr. Peterson is qualified to serve as a director because of his ethanol and grain industry experience, which serves as an important resource to the Board.

Skills

— Industrial Mfg & Ingredient Prod

— Commodity Markets/Marketing

— Audit/Risk/Cybersecurity

— Executive Leadership

Alain Treuer

Co-Founder, VBV LLC

Age: 49
Director Since: 2008
Committees: Nominating and Governance

Background

— Co-Founder of VBV LLC, a joint venture formed in 2006 to develop and expand ethanol production in a vertical manner in the U.S. (VBV LLC and Green Plains merged in 2008)

— Co-Founder and Executive Chairman of Local Ocean France, a land-based RAS fish farming company

— Chairman of Trivon AG (Virgin Connect)

— Chairman and Chief Executive Officer of Tellac Reuert Partners (TRP SA), a global investment firm, since 2005

— Chairman and Chief Executive Officer of TIGC, a global telecommunications company that he founded in 1992 and sold in 2001

— Has approximately 30 years of experience as an entrepreneur in various industries around the globe

— Has a Master’s degree in Business Administration from the Graduate School of Business at Columbia University in New York, a Bachelor of Economics degree from the University of St. Gallen in Switzerland, a Presidents’ Program in Leadership from Harvard Business School and is an active member of the Young Presidents Organization

Director Qualifications

Mr. Treuer is qualified to serve as a director because his business experiences, combined with his education and global acumen, allow him to provide unique operational insights to the Board.

Skills

— Industrial Mfg & Ingredient Prod

— Commodity Markets/Marketing

— Strategy Development

— International Business

— M&A/Partnerships

— Capital Markets

— Audit/Risk/Cybersecurity

— Public Co/Corp Govern/ESG

— Executive Leadership

— Corporate Governance

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CORPORATE GOVERNANCE

Board Diversity Matrix

Total Number of Directors: 9

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	7	–	–
Part II: Demographic Background
African American or Black	–	–	–	–
Alaskan Native or Native American	–	–	–	–
Asian	1	–	–	–
Hispanic or Latinx	–	1	–	–
Native Hawaiian or Pacific Islander	–	–	–	–
White	1	6	–	–
Two or More Races or Ethnicities	–	–	–	–
LGBTQ+	–	–	–	–
Did Not Disclose Demographic Background	–	–	–	–

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22	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Director Nomination Process

The Board is responsible for approving nominees for election as directors. To assist in this task, the Nominating and Governance Committee is responsible for reviewing and recommending nominees to the Board. This committee is comprised solely of independent directors as defined by the rules of the NASDAQ and the SEC.

The Board has a policy of considering director nominees recommended by our shareholders. A shareholder who wishes to recommend a prospective board nominee for the Nominating and Governance Committee’s consideration can write to the Nominating and Governance Committee, c/o Michelle S. Mapes, Corporate Secretary, Green Plains Inc., 1811 Aksarben Drive, Omaha, NE 68106. In addition to considering nominees recommended by shareholders, our Nominating and Governance Committee also considers prospective board nominees recommended by current directors, management and other sources. Our Nominating and Governance Committee evaluates all prospective board nominees in the same manner regardless of the source of the recommendation.

1. Assessment

As part of the nomination process, our Nominating and Governance Committee is responsible for reviewing with the Board periodically the appropriate skills and characteristics required of directors in the context of the current make-up of the Board. This assessment includes issues of judgment, diversity, experience and skills.

2. Evaluation of prospective nominees

In evaluating prospective nominees, including nominees recommended by shareholders, our Nominating and Governance Committee looks for the following minimum qualifications, qualities and skills:

— highest personal and professional ethics, integrity and values;

— outstanding achievement in the individual’s personal career;

— breadth of experience;

— ability to make independent, analytical inquiries;

— ability to contribute to a diversity of viewpoints among board members;

— willingness and ability to devote the time required to perform board activities adequately (in this regard, the committee will consider the number of other boards of directors on which the individual serves); and

— ability to represent the total corporate interests of our Company (a director will not be selected to, nor will he or she be expected to, represent the interests of any particular group).

3. Screening/ interview of shortlisted candidates

Candidates go through a rigorous interview process with Nominating and Goverance Committee members as well as Board leadership and CEO interviews. They are subjected to thorough background checks and complete the Company’s directors and officer’s questionnaire.

4. Decision, nomination, and onboarding

Board members who interview candidates provide their candidate reviews for consideration by the Nominating and Governance Committee. Once a candidate is elected or appointed to the Board, they partake in an extensive onboarding process with both Board members and the executive leadership of the Company.

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CORPORATE GOVERNANCE

As set forth above, our Nominating and Governance Committee considers diversity as one of a number of factors in identifying nominees for director. The Committee adopted a policy in 2017 specifically addressing gender diversity whereby it resolved to ensure that when a vacancy arises on the Board, it will ensure the candidate pool always contains at least one diverse candidate specifically with respect to gender. Based on shareholder comments, the Committee evaluated ways to address gender diversity in particular, and after completing a search process, in October 2020, the Board appointed Ms. Wagner to the Board of Directors, in July 2021, the Board appointed Mr. Salinas to the Board of Directors, and in October 2021, the Board appointed Ms. Aslam to the Board of Directors.

Shareholders who wish to submit a proposal for inclusion of a nominee for director in our proxy materials must also comply with the deadlines and requirements of our Bylaws and of Rule 14a-8 promulgated by the SEC. Please see “Additional Information” in this Proxy Statement for more information regarding the procedures for submission by a shareholder of a director nominee or other proposals.

Leadership Structure

Board Leadership

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

Responsibilities of the Chairman of the Board

Responsibilities of the Lead Independent Director

— Presides at all meetings of the Board of Directors.

— Is available, when appropriate, for consultation and direct communication with stockholders.

— Sets the Board agenda in conjunction with the CEO and Lead Independent Director.

— Together with the Lead Independent Director and CEO, sets the annual calendar agenda for the Board.

— Presides at all meetings of the Board of Directors at which the Chairman is not present, including at least two executive sessions of the independent Directors.

— Sets agenda for executive sessions.

— Has the authority to call meetings of the Independent Directors.

— Serve as the principal liaison between the Chairman and the Independent Directors.

— In conjunction with Chairman and CEO, establishes meeting agendas for the Board of Directors.

— Conjunction with Chairman and CEO, sets the annual calendar agenda for the Board of Directors.

— Available for consultation and direct communication with stockholders, when appropriate.

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24	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Diversity and Refreshment

Based on investor feedback and the 2017 policy of the Board focused on diversity, the Board has increased its diversity so that one-third of the Board is now diverse. Further, it has placed two of its diverse directors in Committee leadership roles. In July of 2021, it refreshed the Board with four of its prior Board members retiring or otherwise resigning to allow for the appointment of new directors who brought both age, gender and racial diversity to the Board.

Independent Directors

Under the corporate governance listing standards of the NASDAQ and our committee charters, the Board must consist of a majority of independent directors. In making independence determinations, the Board observes NASDAQ and SEC criteria and considers all relevant facts and circumstances. The Board, in coordination with its Nominating and Governance Committee, annually reviews all relevant business relationships any director nominee may have with our Company. As a result of its annual review, the Board has determined that each of its current non-employee directors, other than Messrs. Hoovestol and Knudsen, meet the independence requirements of the NASDAQ and the SEC.

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CORPORATE GOVERNANCE

Committees of the Board

The Board has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee, each of which has a charter setting forth its responsibilities.

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

Audit Committee

Members

Martin Salinas (Chair)
Jim Anderson
Kimberly Wagner

Meetings in 2021: 7

During each of these meetings, the Audit Committee met directly with our independent auditors.

Please see page 39 of this Proxy Statement for the “Audit Committee Report.”

Principal Responsibilities:

—	Provide assistance to the Board in fulfilling its responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices, and the quality and integrity of our financial reports, as well as oversight of the Company’s information technology, including cybersecurity practices.
—	Maintain free and open means of communication between the directors, the independent auditors and our management.

The Audit Committee continued its standing practice of meeting directly with our internal audit staff to discuss the current year’s audit plan and to allow for direct interaction between the Audit Committee members and our internal auditors. The Audit Committee also meets directly with our independent auditors.

The Audit Committee, which was established in accordance with section 3(a)(58)(A) of the Exchange Act, consists of directors who are independent under the rules of the NASDAQ and the SEC. Messrs. Salinas and Anderson have been determined to be audit committee financial experts as defined in Rule 407(d)(5) of Regulation S-K.

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26	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Compensation
Committee

Members

Brian Peterson (Chair)
Jim Anderson
Farha Aslam, with
Martin Salinas serving on the Committee in 2021

Meetings in 2021: 11

The Compensation Committee consists of directors who are independent under the rules of the NASDAQ and the SEC.

Please see page 66 of this Proxy Statement for the “Compensation Committee Report.”

Principal Responsibilities:

—	Establish our general compensation policy and, except as prohibited by law, may take any and all actions that the Board could take relating to compensation of directors, executive officers, employees and other parties.
—	Evaluate the performance of our executive officers.
—	Set compensation for directors and executive officers.
—	Make recommendations to the Board on adoption of compensation plans.
—	Administer our compensation plans, including choosing performance measures, setting performance targets and evaluating performance, in consultation with the Chief Executive Officer.
—	When evaluating potential compensation adjustments, the Compensation Committee solicits and considers input provided by the Chief Executive Officer relating to the individual performance and contribution to our overall performance by executive officers (other than himself) and other key employees.

As permitted by the Compensation Committee Charter, which is available on the Company’s website, the Compensation Committee retained the services of an independent compensation adviser to provide consulting services with respect to the Company’s executive compensation program. In 2021, the Compensation Committee engaged a new consultant, Pay Governance (“Pay Governance”), as its compensation adviser. Pursuant to the terms of its engagement by the Compensation Committee, Pay Governance provided advice regarding our executive compensation programs in relation to the objectives of those programs and provided information and advice on competitive compensation practices and trends, peer groups, and short term and long-term incentive plan designs. In its role as the Committee’s independent compensation consultant, representatives of Pay Governance engaged in discussions with the Compensation Committee and responded on a regular basis to questions from the Committee, providing them with their opinions with respect to the design of current or proposed compensation programs. Pay Governance reported directly to the Compensation Committee and the Committee retained the sole authority to retain or terminate their services.

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CORPORATE GOVERNANCE

Nominating and
Governance
Committee

Members

Kim Wagner (Chair)
Martin Salinas
Alain Treuer

Meetings in 2021: 6

The Nominating and Governance Committee consists of directors who are independent under the rules of the NASDAQ and the SEC.

Principal Responsibilities:

—	Recommend to the Board the slate of director nominees for election to the Board.
—	Identify and recommend candidates to fill vacancies occurring between annual shareholder meetings.
—	Review and address governance items.
—	Oversight of the Company’s ESG initiatives.

The Nominating and Governance Committee has established certain broad qualifications in order to consider a proposed candidate for election to the Board. The Nominating and Governance Committee will also consider such other factors as it deems appropriate to assist in developing a Board and committees that are diverse in nature and comprised of experienced and seasoned advisors. These factors include judgment, skill, diversity (such as race, gender or experience), integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.

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

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28	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Board Oversight

Risk Oversight

The Board and each of its committees are involved in overseeing risk associated with our Company.

Board	In its oversight role, the Board annually reviews our Company’s strategic plan, which addresses, among other things, the risks and opportunities facing our Company. While the Board has the ultimate oversight responsibility for the risk management process, it has delegated certain risk management oversight responsibilities to the Board committees.

Audit Committee	—	Acts on behalf of the Board in fulfilling its responsibilities to oversee company processes for the management of business/financial risk and for compliance with applicable legal, ethical and regulatory requirements.
	—	Charged with (i) inquiring of management and our Company’s outside auditors about significant risks and exposures and assessing the steps management has taken or needs to take to minimize such risks and (ii) overseeing our Company’s policies with respect to risk assessment and risk management, including the development and maintenance of an internal audit function to provide management and the Audit Committee with ongoing assessments of our Company’s risk management processes and internal controls.
	—	Has regular meetings with our Company’s management, internal auditors and independent, external auditors.
Compensation Committee	—	Considers risks related to the attraction and retention of talented senior management and other employees as well as risks relating to the design of compensation programs and arrangements.
Nominating and Governance Committee	—	Annually reviews our Company’s corporate governance guidelines and their implementation, as well as regularly evaluates new and continuing directors for election to the Board.

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

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Corporate Governance

Strategic Oversight

The Board is elected by the shareholders to oversee their interests in the long-term performance and success of the Company’s business and financial performance. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareholders. The Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and proper governance. The Board selects the Chief Executive Officer and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

Oversight of Strategy	—	The Board oversees and monitors strategic planning.
	—	Business strategy is a key focus at the Board level and embedded in the work of Board committees.
	—	Company management is charged with executing business strategy and provides regular performance updates to the Board.
Oversight of Risk	—	The Board oversees risk management
	—	Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function.
	—	Company management is charged with managing risk, through robust internal processes and effective internal controls.
Succession Planning	—	The Board oversees succession planning and talent development for senior executive positions.
Succession Planning	—	The Nominating & Governance Committee, which meets regularly and reports back to the Board, has primary responsibility for developing succession plans for the CEO position.

Oversight of Strategy

Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties.

While the Board and its committees oversee strategic planning, Company management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. These boardroom discussions are enhanced with site visits from time to time, which provide Directors an opportunity to see strategy execution first hand.

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30	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

The Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset and a focus on assessing both opportunities for and potential risks to the Company.

Oversight of Risk

Inherent in the Board’s responsibilities is an understanding of and oversight over the various risks facing the Company. The Board does not view risk in isolation. Risks are considered in virtually every business decision. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk taking is essential for the Company to be competitive and to achieve the Company’s long-term strategic objectives. Effective risk oversight is an important priority of the Board. The Board undertakes to understand critical risks in the Company’s business and strategy; allocate responsibilities for risk oversight among the full Board and its committees; evaluate if the Company’s risk management and control processes are sufficient and functioning properly and to facilitate open dialogue between the Board and management on all aspects of risks facing the Company.

To learn more about risks facing the Company, you can review the factors included in Part I, “Item 1A. Risk Factors” in the Form 10-K. The risks described in the Form 10- K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to the Company also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.

Corporate Responsibility/ESG/Sustainability Oversight

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

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Corporate Governance


Pillars	Material ESG Topics	Key Areas of Impact


Environmental	— Climate Change and GHG Emissions — Energy Use and Efficiency — Water Management — Biodiversity and Land Stewardship — Waste, Circularity and Environmental Compliance	— Climate Change Strategy — Risks — Opportunities — Metrics and Targets — GHG Emissions — Carbon-Free Future — Non-GHG Emissions — Enterprise-Wide Air Emissions — Clean Energy: Renewable Corn Oil — Product Transportation and Infrastructure — Land Use Change


Social	— Workforce Equality, Diversity and Inclusion — Talent Retention and Engagement — Employee Health and Safety — Customer Health and Safety Supplier Relationships — Communities	— Compensation and Benefits — Training and Career Development — Cardinal Rules — Hazards and Incident Reporting — Incident Tracking — Safety Training — Executive Compensation and Safety Goals — Occupational Health and Safety Management System — Quality Assurance and Quality Control — Suppliers and Service Providers — Operational Impacts


Governance	— Board Composition and Structure — Ethics and Compliance	— Board Composition and Structure — Board Diversity — ESG and Climate Change Governance — Board Oversight — Management Governance — Ethics and Compliance

More information can be found on the Sustainability section of our website. Visit https://gpreinc.com/who-we-are/sustainability.

The information on our website is not incorporated by reference in this proxy statement.

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32	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Investor Engagement

We are receptive to listening to investor feedback as part of our robust shareholder engagement program. We attend numerous investor conferences throughout the year as well as participate in one-on-one investor calls. Our CEO, CFO and other members of management are available to investors. Feedback from investors is shared with the Board of Directors and the executive team at regularly scheduled meetings. Our engagement has focused on topics including our business strategy, ongoing initiatives, financial performance, and board governance and refreshment. We have incorporated feedback received through engagement with a number of our largest shareholders as well as guidelines published by shareholders and proxy advisory firms over the past year by refreshing the Board, rotating committee chairs, appointing a Lead Independent Director and finally proposing to our shareholders to begin the process of declassifying the Board.


Topics discussed with shareholders during 2021:

—	Company strategy	—	Transformation
—	Board leadership, composition and refreshment	—	Ag technology
—	Executive compensation programs	—	Execution of capital expenditures
—	Government policy	—	Access to capital markets
—	Economic drivers	—	Market demand for key initiatives
—	Capital allocation	—	Ultra-High Protein
—	Risk management	—	Renewable Corn Oil
—	Sustainability	—	Clean Sugar Technology
—	Inaugural Sustainability Report	—	Carbon Capture and Sequestration
—	Supply and demand drivers for domestic ethanol industry


What We Heard		What We Did

—	Board composition and refreshment are important to shareholders, particularly as it pertains to diversity of individuals and perspectives.	—	Announced governance updates including ongoing refreshment of the Board with two new board members who add diversity.
—	Board structure and independence are important to shareholders.	—	Announced governance updates including: appointing a lead independent director; rotating committee chairs; enhancing the Board’s oversight and strengthening shareholder rights through various amendments; and announcing intention to declassify the Board.
—	Shareholders are interested in sustainability initiatives.	—	Under the oversight of our Nominating and Governance Committee, we published our inaugural Sustainability Report in December 2021, detailing commitments to reduce our operational emissions 50% by 2030, and to be carbon neutral by 2050 while detailing our successes and initiatives in all aspects of ESG. In addition, we enhanced ESG disclosures in our Proxy.
—	Allocate capital raised during 2021 to deliver on our Green Plains 2.0 Total Transformation Plan.	—	Applied prudent risk management practices throughout the year to preserve capital for future execution and deployed capital to multiple MSC™ initiatives.
—	Shareholders are supportive of our strategy and managements execution to date to transform the Company to Green Plains 2.0.	—	We have continued to communicate and update shareholders on our successful completion of key initiatives toward our 2024-25 Total Transformation Plan. We have been transparent in our progress and our performance to date and path to completion have been well received.

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Corporate Governance

Other Governance Principles

Code of Ethics and Other Policies

The Board updated in 2021 the Company’s Code of Ethics to which all officers, directors and employees, who for purposes of the Code of Ethics are collectively referred to as employees, are required to adhere in addressing the legal and ethical issues encountered in conducting their work. The Code of Ethics requires that all officers, directors and employees avoid conflicts of interest, comply with all laws, rules and regulations, conduct business in an honest and fair manner, and otherwise act with integrity. All parties covered by the Code of Ethics are required to report any violations of the Code of Ethics and may do so anonymously by contacting the Company’s anonymous hotline at https://gpreinc.alertline.com. The Code of Ethics includes specific provisions applicable to the Company’s principal executive officer and senior financial officers. The full text of the code of ethics is published on our website in the “Investors – Corporate Governance” section.

The Board also has adopted a Related Party Policy, which addresses our Company’s procedures with respect to the review and approval of “related party transactions” that are required to be disclosed pursuant to SEC regulations. The Code of Ethics provides that any transaction or activity in which the Company is involved with a “related party” (which is defined as an employee’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, or any person (other than a tenant or employee) sharing the household of an employee of ours, or any entity that is either wholly or substantially owned or controlled by an employee of ours or any of the foregoing persons and any trust of which an employee of ours is a trustee or beneficiary) shall be subject to review and approval by our Audit Committee so that appropriate measures can be put into place to avoid either an actual conflict of interest or the appearance of a conflict of interest.

Meeting Attendance and Executive Sessions

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

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34	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

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

Name	Board	Audit Committee	Compensation Committee	Nomination and Governance Committee	Overall Attendance
Wayne Hoovestol, Chairman	15 of 16	-	-	-	15 of 16 (94%)
Jim Anderson, Lead Independent Director	13 of 16	7 of 7	9 of 11	-	29 of 34 (85%)
Farha Aslam	1 of 1	-	-	-	1 of 1 (100%)
Todd Becker	16 of 16	-	-	-	16 of 16 (100%)
Ejnar Knudsen	15 of 16	-	-	-	15 of 16 (94%)
Brian Peterson	16 of 16	-	3 of 3	3 of 3	22 of 22 (100%)
Martin Salinas	8 of 8	4 of 4	3 of 3	3 of 3	18 of 18 (100%)
Alain Treuer	16 of 16	-	8 of 8	6 of 6	30 of 30 (100%)
Kimberly Wagner	16 of 16	2 of 2	-	5 of 5	23 of 23 (100%)

Communications with the Board

Shareholders and other interested parties who wish to communicate with the Board as a whole, or with individual directors, may direct any correspondence to the following address: c/o Corporate Secretary, Green Plains Inc., 1811 Aksarben Drive, Omaha, Nebraska 68106. All communications sent to this address will be shared with the Board, or the Board Chairman or any other specific director, if so addressed.

It is a policy of the Board to encourage, but not require, directors to attend each annual meeting of shareholders. All of our directors virtually attended our 2021 annual meeting of shareholders.

Prohibition on Short-Term and Speculative Trading and Pledging

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

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Corporate Governance

Compensation of Directors

Upon the recommendation of the Compensation Committee, we compensate our non-employee directors through a retainer structure for knowledge of us and the industry in which we operate, serving in a stewardship role, preparing for and attending Board and committee meetings, and serving as Board leadership or a committee Chairperson. During 2021, each non-employee director was paid a cash retainer of $75,000 for serving on the Board, including serving on Board committees. In addition, the Chairman of the Board received a $20,000 retainer, the Audit Committee Chairman received a $20,000 retainer, the Compensation Committee Chairman received a $10,000 retainer and the Nominating and Governance Committee Chairwoman received a $4,000 retainer. Additionally, annual individual restricted stock grants were awarded equal to $125,000 in value, as measured on the date of grant. Board members are also reimbursed for travel and other business-related expenses.

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

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

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

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36	GREEN PLAINS INC. 2022 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

The following table sets forth certain information regarding the fees earned or paid in cash and stock awards granted to each outside director during the fiscal year ended December 31, 2021.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Option Awards ($)	All Other Compensation ($)	Total ($)
Wayne Hoovestol, Chairman	95,000	125,000	-	-	220,000
Jim Anderson	75,000	125,000	-	-	200,000
Farha Aslam (2)	13,655	66,114	-	-	79,769
James Crowley (3)	129,226	125,000

SEC Form DEF 14A filed by Green Plains Inc.