Green Plains Inc.

Components of Our Compensation Programs

The following charts illustrate the mix of total direct compensation elements for our NEOs at target performance. These charts demonstrate our executive compensation program’s focus on variable, performance-based cash and equity-based compensation through long-term equity awards and annual cash incentive awards.

Executive Compensation Snapshot

The following chart illustrates the mix of total direct compensation elements for our CEO at target performance.

Base Salary

Our Company provides NEOs with a base salary to compensate them for services rendered during each fiscal year. Base salary ranges for NEOs are determined for each executive based on the executive’s position and responsibility by using market data supplied by the committee’s independent compensation consultant. Base salary is designed to be competitive when compared with similar positions within the Pay Levels Peer Group. The committee periodically reviews base salaries of senior executives, including the NEOs, to determine if adjustment is necessary based on competitive practices and economic conditions. Base salary for senior executives will also be reviewed and adjustments may be made based on individual performance and the individual’s skills, experience and background.

The chart below summarizes the annual base salary of our NEOs for fiscal 2023 and 2022:

(1)Effective March 1, 2023, Messr. Stark's annual base salary was increased to $400,000, and effective March 1, 2024, Messr. Stark's and Kadavy's annual base salary was increased to $500,000 and $425,000, respectively.

Annual Incentive Compensation

Overview

To motivate performance and reward the achievement of critical objectives, each of our NEOs was provided with an annual incentive award opportunity for fiscal 2023.

The annual incentive program advances our pay-for-performance philosophy by providing participants with annual bonus opportunities linked to the achievement of specific performance goals. The annual incentive program is designed to:

—Reinforce the Company’s goal-setting and strategic planning process;

—Recognize the efforts of management in the achievement of key financial, operational and strategic objectives; and

—Aid in attracting and retaining executive management, thus ensuring the long-range success of the Company.

The Compensation Committee sets objective performance measures for the Company as a whole and establishes corresponding performance goals for each participant under the annual incentive program, including our NEOs. In structuring the performance measures and goals, the Compensation Committee sets targets for achieving those goals:

—Minimum threshold before any annual performance bonus can be earned;

—Target goal to incentivize a specific desired performance level; and

—Maximum goal, which requires an appropriate level of stretch for a maximum bonus to be earned.

After the end of the fiscal year, the Compensation Committee determines whether the performance goals have been attained and approves any cash payment amount based upon the level of achievement of the annual performance goals. The Compensation Committee also evaluates each executive’s performance for the year and determines their overall cash performance bonus based on an assessment of their performance, among other things, against the following objectives:

—Leadership and company strategy;

—Business performance and development;

—Accomplishment of strategic objectives;

—Commitment to development of management;

—Growth initiatives; and

—Financial and operational objectives.

Annual Incentive Award Opportunities

In early 2023, the Compensation Committee established target annual incentive award opportunities for the NEOs for 2023, as summarized in the table below:

Annual Incentive Award Formula

In 2023, the Compensation Committee approved the following performance measures, weighting and goals, and corresponding payouts, for use in determining payouts under the 2023 annual incentive program:

(1)The maximum potential payout for each measure (as a % of the weighting at target) is 200% of target.

(2)The plant safety goal is comprised of 11 different safety metrics inclusive of lost time, timeliness of incident reporting, safety training, completion of safety drills, environmental plan review and training, environmental incident, third party audit close outs, process safety management compliance, development of standard operating procedures (SOPs), for maintenance, and for rail, SOP training, other on the job training requirements and compliance with the Food Safety Modernization Act. Safety is measured on a point basis with a base line score of 100 with deductions for not meeting safety objectives.

(3)Other operating initiatives include multiple initiatives including but not limited to new protein or strategic partnerships, Clean Sugar build progress, operating expense per gallon, FQT's third party sales, and SG&A expenditures. Each operating initiative has quantitative metrics.

Each measure is separately weighted and if performance falls between the specified performance levels, the payout earned will be determined using straight-line interpolation (for those measures with threshold, target and maximum performance goals).

The performance levels, aggregate performance required to earn a payout at each level and corresponding payouts for the NEOs are summarized in the table to the right:

Determination of Payouts

Following the end of 2023, the Compensation Committee assessed the Company’s performance on the measures above and each of the NEOs individual performance, and determined the payout earned.

(1)The maximum potential payout for each measure (as a % of the weighting at target) is 200% of target.

(2)The Company achieved these performance measures at an average of 90% of target.

(3)The Company did not achieve these metrics for three of the five initiatives and no payout resulted from these categories. The Company achieved a payout of 6.5 out of 10 target points on the other two initiatives.

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

Chief Executive Officer (CEO)

—Continues to lead all aspects of the company’s transformation, repositioning the Company’s biorefineries to include four pillars-protein, oil, sugar, and carbon;

—Guided the expansion of protein sales to customers in North America, South America, and Asia Pacific across multiple species;

—Accelerated the deployment of Clean Sugar Technology™ Infrastructure-inclusive of technology and the commercialization plan;

—Led company to continued overall improvement in safety performance, including an improved OSHA Incident Rate;

—Provided effective leadership to guide multiple joint venture and partnership opportunities, including the building of the MSC™ High-Protein facility with Tharaldson Ethanol and disruptive technology solutions with Shell, United Airlines, and Tallgrass; and

—Proactively led ongoing stakeholder engagement efforts, including events for customers, investors, employees, media, and prospective employees.

Chief Financial Officer (CFO)

—Evolved our financial planning and analysis capabilities to support all aspects of the transformation of our business;

—Led the implementation of the initial stages of our new accounting system;

—Ensured a proactive engagement strategy with our investors, inclusive of guiding our Inflation Reduction Act Teach-In;

—Drove the development of a strategic financing plan to guide the company through its next five years of growth; and

—Provided leadership to the team through the merger agreement with Green Plains Partners LP.

Executive Vice President - Commercial Operations

—Provided leadership for our commercial team, driving change and talent enhancement consistent with the needs of our evolving business;

—Led the engagement of prospective customers in our key strategic growth areas;

—Actively engaged cross functionally in multiple efforts to ensure quality product and service delivery for our customers across all aspects of our product portfolio;

—Developed and deployed an integrated business planning process across the commercial organization, aligning short-term objectives with long-term strategic priorities; and

—Guided and oversaw the high-protein commercialization plan execution, enabling record production volumes.

Chief Legal and Administration Officer

—Leading a company-wide cross-functional team to progress our ESG and renewable fuel initiatives;

—Successfully led a number of litigation matters for the company;

—Provided proactive guidance to multiple stakeholder relations matters, including our government relations efforts;

—Continued to lead the resolution of insurance matters;

—Delivered leadership of the Green Plains Partners LP merger; and

—As Corporate Secretary, led activities to continue fostering adherence to the highest standards of corporate governance.

Chief Transformation Officer (CTO)

—Provided leadership to a portfolio optimization review, inclusive of the divestiture of Atkinson;

—Provided cross-company support to commercial, operational, and financial company transformation initiatives; and

—Led development and operations of the company’s public terminal operations business Green Plains Partners LP.

The Compensation Committee determined, after consultation with its independent compensation consultant, that based on Company performance as described above, as well as strong performance on Operating Initiatives, and the NEOs’ contributions and achievement of their individual objectives as described above, to award the following bonuses for 2023, which ranged from 45% to 81% of each NEO’s 2023 target bonus, as illustrated in the table below:

Notably, in the case of our Chief Executive Officer, the annual bonus awarded (45% of his target bonus) is below his target payout. The Compensation Committee believes that the 2023 bonuses properly reflect the Company’s performance and each executive’s contributions during the year and are consistent with our compensation philosophy and objectives.

Long-Term Incentive Compensation

Overview

Each of our NEOs was provided with long-term incentive award opportunities for fiscal 2023 that were tied to our performance. The principal objectives of the LTI awards are to (i) motivate our NEOs to drive sustained long-term shareholder value creation, (ii) grant award opportunities that are based on the competitive market, but then adjusted for our performance, and (iii) provide the NEOs with equity ownership opportunities that will further enhance their alignment with our shareholders’ interests. The Compensation Committee believes that providing long-term equity-based awards incentivizes executives to balance short- and long-term decisions, which helps to mitigate excessive risk-taking by our executives.

Grants are generally made in the first quarter of each year; however, in limited, special situations, long-term incentive awards may be granted at other times to attract new executives and to retain existing executives.

Type and Incentive Mix

For 2023, the NEOs’ awards were granted 50% in PSUs, which vest on the third anniversary of the grant date, with the balance in service based RSAs, which vest ratably over the three-year period following the date of grant.

Performance Share Unit Awards. PSUs are tied to our Company’s long-term strategic objectives to ensure that our NEOs’ compensation is directly linked to the achievement of sustained long-term operating performance and expected, resulting stock price performance. Reflective of the desire to align the NEOs with achievement of our business strategy and Green Plains 2.0, the Committee determined that 2023 PSU awards would be earned based on achievement of key initiatives (as described on page 57 of the proxy) for a three-year performance period. Shares not earned in each performance period expire and are forfeited. PSUs are also subject to potential forfeiture if an executive terminates their employment prior to vesting.

Grants

The 2023 RSA awards and PSU awards granted to the NEOs are summarized in the tables below:

(1)Based on the closing price of our stock on March 9, 2023 of $34.66/share.

Metrics

The performance levels and corresponding payouts established for the Company’s Performance Goals described below with respect to the 2023 PSU awards are summarized in the table below:

• In 2023 and 2022, the Company's CEO has a maximum opportunity of 200% of the target number of PSUs with further stretch Performance Goals necessary for achievement of such levels, as described below. In 2020 and 2021, the Company’s CEO and former CFO had a maximum opportunity of 300% of the target number of PSUs with further stretch Performance Goals necessary for achievement of such levels, as described below. If performance falls between the threshold and the specified performance levels, payouts will be interpolated as determined by the Compensation Committee at its discretion.

The Performance Goals for the 2023 LTI awards granted in March 2023 set by the Compensation Committee are as follows:

The Compensation Committee views these performance goals to be aligned with the objectives of motivating and rewarding executives for performance on key long-term measures, while also promoting retention of executive talent. The PSUs that vested during the year-ended December 31, 2023, 2022 and 2021, respectively, achieved a final payout of 123%, 150% and 75% of their performance target.

Retirement Benefits and Perquisites

Retirement Benefits

Our Company offers a 401(k) plan to all its eligible U.S.-based salaried employees. During 2021, the 401(k) plan included an employer contribution ranging from 1% of a participant’s base salary, and a matching contribution of 100% of a participant’s contributions, up to 4% of a participant’s base salary. During 2022, the company increased the employer match from 4% to 6% of eligible employee contributions for employees with less than 5 years of service, and up to 8% of eligible employee contributions after 5 years of service. Employee and employer contributions are 100% vested immediately.

We do not provide special or supplemental retirement benefits to our NEOs.

Perquisites and Other Personal Benefits

The Company provides limited perquisites to the NEOs. Consistent with the benefits offered to all other eligible employees, the Company provides our NEOs with (i) choice of various health care plans (ii) a matching contribution to the Company’s 401(k) Plan, up to a maximum of $26,400 in 2023 for employees with greater than five years of service and up to a maximum of $19,800 in 2023 for employees with less than five years of service, as well as (iii) company paid life insurance. In addition, in accordance with his employment agreement, Mr. Becker also receives additional insurance and disability benefits as well as a tax gross-up payment to cover the taxes associated with these benefits, the details of which are set forth below.