Green Plains Inc.

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 and the average of other NEOs 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 2024 and 2023:

(1)Effective November 1, 2024, Mr. Boggs was appointed CFO and his annual base salary was increased to $400,000.

(2)Effective March 1, 2024, Mr. Stark's, Mr. Kadavy's and Mr. Osowski's annual base salaries were increased to $500,000, $425,000 and $400,000, respectively.

(3)Effective March 1, 2025, Ms. Mapes' annual base salary was increased to $450,000.

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 2024.

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

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

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

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

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 2024, the Compensation Committee established target annual incentive award opportunities for the NEOs for 2024, as summarized in the table below:

Annual Incentive Award Formula

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

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

(2)Emergent EBITDA is comprised of contributions from corn oil, high-protein MSC, clean sugar, FQT, and Optimal. Performance goals are established in two six-month periods to address the commodity nature of our business. No award is paid until the end of the annual period.

(3)The plant safety goal is comprised of various industry metrics, including OSHA rate, DART rate, air permit deviation count, water permit deviation count, and 30-hour OSHA training completion percentage.

(4)Other operating initiatives include multiple initiatives including but not limited to new protein international sales, Tharaldson and clean sugar ramp-up, operating expense per gallon, FQT's third party sales, carbon development progress, and SG&A expenditures. Each operating initiative has quantitative metrics.

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

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

(2)Emergent EBITDA is comprised of five products, for which the Company achieved a payout on two of the five.

(3)The Company achieved these performance measures at 100% on all five initiatives.

(4)The Company achieved these performance measures at an average of 96% of target.

(5)The Company achieved these performance measures on four of the seven initiatives.

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

Former Chief Executive Officer (CEO)

—Continued progressing the Company’s transformation plans;

—Led the Company to overall improved safety performance, including an improved OSHA Rate;

—Guided the strategic review of multiple alternatives to enhance shareholder value;

—Provided leadership to the progression of key technologies, inclusive of the deployment of Clean Sugar Technology (CST), along with the continued progression of the MSC High-Protein Technology with Tharaldson Ethanol; and

—Oversaw the initiation of expense rationalization efforts across the platform.

Chief Financial Officer (CFO-Mr. Boggs)

—Ensured effective fiscal year financial close as transitioned into CFO Role during the fourth quarter;

—Facilitated cross-functional capital planning process; and

—Led multiple investor events and interactions providing insights around the business.

Former Chief Financial Officer (CFO-Mr. Stark)

—Refined our internal financial reporting and decision support capabilities, enabling additional discipline in reporting;

—Actively engaged in the process of upgrading our accounting system;

—Developed, implemented, and deployed core elements of strategic planning model; and

—Oversaw an ongoing investor outreach and engagement strategy.

Former Executive Vice President - Commercial Operations

—Continued to evolve the commercial capabilities of the team to better support the product portfolio;

—Directly led key customer and prospect business development efforts;

—Facilitated continuous improvement efforts focused on optimizing revenue and asset utilization; and

—Provided oversight and guidance to the progression of carbon capture efforts.

Chief Legal and Administration Officer

—Provided key support to material transactions, including the strategic review process, carbon initiatives and the sale of Birmingham BioEnergy Partners, LLC unit train terminal;

—Effectively led the resolution of a number of litigation matters for the Company;

—Provided counsel for the Company’s shareholder engagement; and

—Leadership in streamlining process and cost savings following the Green Plains Partners LP transaction.

Executive Vice President - Operations and Technology

—Provided ongoing leadership to drive improvements into the Company’s safety culture;

—Drove yield improvements in core aspects of the product portfolio;

—Facilitated continuous improvement in product quality management; and

—Developed plant capital planning prioritization system.

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 2024, which ranged from 48% to 91% of each NEO’s 2024 target bonus, as illustrated in the table below:

(1)Mr. Stark retired from the CFO role effective November 1, 2024.

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

Long-Term Incentive Compensation

Overview

Each of our NEOs was provided with long-term incentive award opportunities for fiscal 2024 that were tied to our performance. The principal objectives of the LTI awards are to (i) motivate our NEOs to drive sustained long-term shareholder value creation, (ii) grant award opportunities that are based on the competitive market, but then adjusted for our performance, and (iii) provide the NEOs with equity ownership opportunities that will further enhance their alignment with our shareholders’ interests. The Compensation Committee believes that providing long-term equity-based awards incentivizes executives to balance short- and long-term decisions, which helps to mitigate excessive risk-taking by our executives.

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

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

Type and Incentive Mix

For 2024, 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, the Committee determined that 2024 PSU awards would be earned based on achievement of key initiatives (as described on page 55 of the proxy) for a three-year performance period. Shares not earned in each performance period expire and are forfeited. PSUs are also subject to potential forfeiture if an executive terminates their employment prior to vesting.

Grants

The 2024 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 13, 2024 of $23.23/share.

Metrics

The performance levels and corresponding payouts established for the Company’s Performance Goals described below with respect to the 2024 PSU awards are summarized in the table below:

• In 2024, 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. 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 2024 LTI awards granted in March 2024 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, 2024, 2023 and 2022, respectively, achieved a final payout of 115%, 123% and 150% 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. Effective January 1, 2025, the Company decreased the employer match for employees with five years of service from 8% to 6% of eligible employee contributions. 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 $27,600 in 2024 for employees with greater than five years of service and up to a maximum of $20,700 in 2024 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.