GREEN PLAINS INC (GPRE)

Sector: Energy

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2026 Annual Meeting Analysis

GREEN PLAINS INC · Meeting: June 5, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

4

Directors AGAINST

5

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

4 FOR/5 AGAINST

Against Analysis

✗ AGAINST
James D. Anderson3-year TSR trigger: GPRE -50.9% vs peer median +35.2%, gap of -86.1pp exceeds 20pp threshold for negative absolute TSR; director since 2008, full tenure overlap; 5-year TSR gap -60.6pp also exceeds 20pp threshold, no mitigant

Mr. Anderson has served since 2008 and bears full accountability for the company's severe 3-year stock underperformance — Green Plains lost roughly half its value while the compensation peer group median gained 35%, a gap of 86 percentage points that far exceeds the 20-point trigger; the 5-year record is equally poor (gap of 61 points), so no long-term mitigant applies.

✗ AGAINST
Farha Aslam3-year TSR trigger: GPRE -50.9% vs peer median +35.2%, gap of -86.1pp exceeds 20pp threshold for negative absolute TSR; director since 2021, tenure fully overlaps underperformance period; 5-year data not applicable (joined 2021); overboarding check: holds 2 public company seats (PPC, CVGW) — within limit

Ms. Aslam joined in 2021 and her entire tenure coincides with Green Plains' significant underperformance — the stock fell roughly 51% while peers gained 35% on average, a gap of 86 percentage points well above the 20-point trigger; the 5-year mitigant does not apply as she has not served long enough for a 5-year comparison.

✗ AGAINST
Brian Peterson3-year TSR trigger: GPRE -50.9% vs peer median +35.2%, gap of -86.1pp exceeds 20pp threshold for negative absolute TSR; director since 2005, full tenure overlap; 5-year TSR gap -60.6pp also exceeds 20pp threshold, no mitigant

Mr. Peterson has served since 2005 and has full accountability for the company's prolonged underperformance — Green Plains lost roughly half its value over three years while the compensation peer group median gained 35%, an 86-point gap; the 5-year record is similarly poor, so the longer-term mitigant does not apply.

✗ AGAINST
Martin Salinas Jr.3-year TSR trigger: GPRE -50.9% vs peer median +35.2%, gap of -86.1pp exceeds 20pp threshold for negative absolute TSR; director since 2021, tenure fully overlaps underperformance period; 5-year data not applicable (joined 2021)

Mr. Salinas joined in 2021 and his full tenure at Green Plains coincides with the severe stock underperformance — the 86-point negative gap versus peers far exceeds the 20-point trigger; the 5-year mitigant does not apply given the length of his tenure.

✗ AGAINST
Kimberly Wagner3-year TSR trigger: GPRE -50.9% vs peer median +35.2%, gap of -86.1pp exceeds 20pp threshold for negative absolute TSR; director since 2020, tenure substantially overlaps underperformance period; 5-year data not fully applicable but 5-year gap of -60.6pp still exceeds threshold

Ms. Wagner joined in 2020 and her tenure substantially overlaps with the period during which Green Plains severely underperformed its peers — the stock declined 51% versus a peer median gain of 35%, an 86-point gap far above the 20-point trigger; the 5-year period also shows a 61-point gap against the same peer group, so no long-term mitigant applies.

For Analysis

✓ FOR
Steven FurcichNew director exemption: joined April 2025, within 24-month exemption window

Mr. Furcich was appointed in April 2025, less than 24 months before this meeting, so he is exempt from the TSR underperformance trigger under the new-director exemption; he brings relevant agribusiness and ingredient production expertise.

✓ FOR
Carl GrassiNew director exemption: joined April 2025, within 24-month exemption window

Mr. Grassi was appointed in April 2025, less than 24 months before this meeting, so he is exempt from the TSR underperformance trigger; he brings legal, accounting, and public company governance expertise relevant to the board.

✓ FOR
Chris OsowskiNew director exemption: joined August 2025, within 24-month exemption window; executive director subject to same TSR trigger but exempt as new director

Mr. Osowski was appointed as CEO and director in August 2025, well within the 24-month exemption window, so the TSR trigger does not apply; as the newly appointed CEO he is the right person to execute the company's turnaround strategy.

✓ FOR
Patrick SweeneyNew director exemption: joined April 2025, within 24-month exemption window

Mr. Sweeney was appointed in April 2025 as part of the Ancora cooperation agreement board refresh, placing him well within the 24-month new-director exemption; he brings capital markets and activist investor experience that is relevant to the company's current strategic repositioning.

Four of the nine director nominees (Anderson, Peterson, Salinas, Aslam, Wagner) are recommended AGAINST due to Green Plains' severe 3-year stock underperformance: the stock lost roughly 51% while the compensation peer group median gained 35%, a gap of 86 percentage points well above the 20-point policy trigger for directors with meaningful tenure overlap. The five remaining nominees (Furcich, Grassi, Osowski, Sweeney) joined in 2025 and are exempt under the new-director rule; all are supported.

Say on Pay

✓ FOR

CEO

Chris Osowski

Total Comp

$3,497,755

Prior Support

88%%

CEO total compensation of approximately $3.5 million is reasonable for a newly appointed CEO at a $1.1 billion basic materials company, and the prior say-on-pay vote received strong 88% shareholder support indicating no prior-year concern to address. The pay structure appears appropriately weighted toward variable compensation — the proxy states approximately 76% of CEO target pay is incentive-based, meeting the policy's 50-60% minimum threshold — and the company maintains a clawback policy compliant with NASDAQ listing standards. While Green Plains' stock has significantly underperformed peers over three years, the incentive awards use performance metrics (EBITDA, absolute stock price, carbon EBITDA) that are forward-looking and measurable rather than guaranteed, which is sufficient to avoid the 'effectively fixed pay' concern.

Auditor Ratification

✓ FOR

Auditor

KPMG LLP

Tenure

17 yrs

Audit Fees

$2,594,832

Non-Audit Fees

$70,037

KPMG has served as auditor since 2009 (approximately 17 years), which is below the 25-year tenure threshold that would trigger a concern. Non-audit fees (audit-related fees of $40,000 plus tax fees of $30,037, totaling $70,037) represent only about 2.7% of core audit fees of $2,594,832, well below the 50% threshold, so there is no independence concern.

Overall Assessment

The 2026 Green Plains annual meeting features a contested director slate where five of nine nominees are recommended AGAINST due to the company's severe 3-year stock underperformance (down roughly 51% versus a peer group median gain of 35%), while four directors appointed in 2025 as part of a board refresh are supported under the new-director exemption. The auditor ratification and say-on-pay proposals both pass the relevant policy screens and are recommended FOR, as KPMG's tenure and fee structure are within acceptable bounds and the CEO compensation program is reasonably structured with a strong prior-year shareholder approval rate.

Filing date: April 24, 2026·Policy v1.2·high confidence

Compensation Peer Group

15 companies disclosed in 2026 proxy filing

ALTOAlto Ingredients, Inc.
CLMTCalumet, Inc.
CLNEClean Energy Fuels Corporation
CVICVR Energy, Inc.
FULH.B. Fuller Company
NGVTIngevity Corporation
IOSPInnospec Inc.
KOPKoppers Holdings Inc.
NEUNew Market Corporation
PARRPar Pacific Holdings, Inc.
RYAMRayonier Advanced Materials Inc.
REXREX American Resources Corporation
SCLStepan Company
TALOTalos Energy Inc.
ANDEThe Andersons, Inc.