UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x☒ 

Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

GREEN PLAINS RENEWABLE ENERGY, INC.Green Plains Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (check(Check the appropriate box):

		Amount Previously Paid: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
		2)		Form, Schedule or Registration Statement No.:
		3)		Filing Party:
		4)		Date Filed:

March 31, 2014Letter from our Board of Directors

Dear Shareholder,Shareholders:

A Notice of Annual Meeting of Shareholders Proxy Statement containing information about matters to be acted upon, Proxy Card and 2013 Annual Report are enclosed.

Please use this opportunity to take part in the affairs of your company. Whether or not you plan to attend the Annual Meeting of Shareholders, please complete, date, sign and return the accompanying Proxy Card in the enclosed postage-paid envelope, or vote via the Internet or telephone. Please refer to the enclosed Proxy Card for instructions on voting via the Internet or telephone or, if your shares are registered in the name of a broker or bank, please refer to the information forwarded by the broker or bank to determine if Internet or telephone voting is available to you. If you attend the Annual Meeting of Shareholders, you may revoke the proxy and vote in person.

On behalf of the Board of Directors, we appreciate your continued interest in your company.

Sincerely,

Wayne B. Hoovestol

Chairman of the Board of Directors

PRELIMINARY PROXY

GREEN PLAINS RENEWABLE ENERGY, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on May 14, 2014

The 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Green Plains Renewable Energy, Inc. (the “Company”) will be held at 10:00 a.m., Central Time, on Wednesday, May 14, 2014 at the Omaha Marriott located at 10220 Regency Circle, Omaha, Nebraska, for the following purposes:

Michelle S. Mapes

Corporate Secretary

Omaha, Nebraska

March 31, 2014

TABLE OF CONTENTSTable of Contents

1 2 4 12	Letter from our Board of Directors Notice of Annual Meeting of Shareholders Proxy Summary Corporate Governance
12	PROPOSAL 1�� Election of Directors
13 18 19 21 23 26 27 29	Director Nominee Biographical Information and Experience Director Nomination Process Leadership Structure Committees of the Board Board Oversight Investor Engagement Other Governance Principles Compensation of Directors
30	Audit Matters
30	PROPOSAL 2 Ratification of Company’s Auditors
30	Independence of Auditors
31	Auditors’ Fees
31	Audit Committee Report
32	Executive Officers
34	Executive Compensation
34	PROPOSAL 3 Advisory Vote to Approve Executive Compensation
35	Compensation Discussion and Analysis
52	Compensation Commiittee Report

53 61 61 62	Compensation Tables CEO Pay Ratio Equity Compensation Plan Information Other Management Proposals
62	PROPOSAL 4 Approval of Increase to the Number of Authorized Shares
Page64	PROPOSAL 5 Declassification of Board
65	INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETINGSecurity Ownership of Certain Beneficial Owners and Management
67	1 Transactions with Related Persons, Promoters and Certain Control Persons
Introduction68 73	Other Matters Appendix A

	1
ESG Highlights Electronic Access to Proxy Materials11DE&I, Social Responsibility and Environmental Stewardship Highlights			1
Record Date, Outstanding Shares20Diversity and QuorumRefreshment			1
Proxy Voting and Revocability of Proxies25Corporate Responsibility / ESG / Sustainability Oversight			1
Broker Non-Votes26Investor Engagement			2
Expenses and Methods of Solicitation27			3
Vote Required			3
INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			3
Board of Directors			3
Director Independence			3
Board Meetings, Directors’ Attendance and Shareholder Communications			3
Board Committees			4
Board Diversity			5
Director Qualifications			5
Code of Ethics and Other Policies			6
Role in Risk Oversight			6
Board Leadership Structure			6
PROPOSAL 1 – ELECTION OF DIRECTORS			7
Election of Directors			7
Nominees for Election at the 2014 Annual Meeting			7
Continuing Directors with Terms Expiring in 2015			8
Continuing Directors with Terms Expiring in 2016			9
DIRECTOR COMPENSATION			9
EXECUTIVE OFFICERS			10
EXECUTIVE COMPENSATION			12
Compensation Discussion and Analysis			12
Compensation Committee Report			17
Summary Compensation Table			17
Grants of Plan-Based Awards			19
Outstanding Equity Awards at Year-End			20
Option Exercises and Stock Vested			20
Potential Payments upon Termination or Change in Control			20
Compensation Committee Interlocks and Insider Participation			25
Compensation Risk Assessment			25
EQUITY COMPENSATION PLANS			25
PRINCIPAL SHAREHOLDERS			26
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			27
Policies and Procedures Regarding Related Party Transactions			27
Related Party Transactions			27
PROPOSAL 2 – APPROVAL OF AN AMENDMENT TO THE GREEN PLAINS RENEWABLE ENERGY, INC. ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE CORPORATION			29
Text of Amendment			29
PROPOSAL 3 – APPROVAL OF FEATURES RELATED TO THE ISSUANCE OF COMMON STOCK UPON CONVERSION OF THE COMPANY’S 3.25% CONVERTIBLE SENIOR NOTES DUE 2018, INCLUDING FLEXIBLE SETTLEMENT			30
Background			30
Accounting Effect on Reported Financial Results			31
Reason for Shareholder Approval			31

---

		Page

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETINGProxy Statement

Introduction

This Proxy Statement is being furnishedprovided to holdersthe shareholders of Green Plains Renewable Energy, Inc. (the “Company”) common stock, $0.001 par value per share (the “Common Stock”), in connection with the solicitation of proxies by and on behalf of theour Board of Directors (the “Board”) of the Company of proxies to be usedvoted at the 2014an Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at 10:00 a.m., Central Daylight Time, online at www.meetnow.global /MWM66HRon Wednesday, May 14, 20144, 2022, and at the Omaha Marriott located at 10220 Regency Circle, Omaha, Nebraska, and any adjournment or postponement thereof. The purpose of the Annual Meeting is to elect two directors; to approve an amendment to the Company’s Articles of Incorporation to change the name of the corporation to Green Plains Inc.; to approve features related to the issuance of Common Stock upon conversion of the Company’s 3.25% Convertible Senior Notes due 2018, including flexible settlement; to approve the Company’s Umbrella Short-Term Incentive Plan (the “Umbrella Plan”); to approve the material terms of the performance goals under the Company’s 2009 Equity Incentive Plan, as amended (the “Plan”); to cast an advisory vote to approve the Company’s executive compensation; and transact such other business as may properly come before the meeting. This Proxy Statement, the Notice of Annual Meeting of Shareholders, the accompanying Proxy Card and our 2013 Annual Report are first being made available to shareholders entitled to vote at the Annual Meeting on or about March 31, 2014.

Electronic Access to Proxy Materials

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company is making this Proxy Statement and its 2013 Annual Report available to shareholders electronically via the Internet. On or before March 31, 2014, we mailed to our shareholders of record the “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 14, 2014” (the “Notice”). All shareholders will be able to access this Proxy Statement and our 2013 Annual Report on the website referred to in the Notice or request to receive printed copies of the proxy materials. Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice.

The Notice will provide you with instructions on how to view our proxy materials for the Annual Meeting on the Internet. The website on which you will be able to view our proxy materials will also allow you to choose to receive future proxy materials electronically by email, which will save us the cost of printing and mailing documents to you. If you choose to receive future proxy statements by email, you will receive an email next year with instructions containing a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Record Date, Outstanding Shares and Quorum

The Company has fixed the close of business on March 20, 2014 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof (the “Record Date”“Annual Meeting”). There

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. 

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. 

GREEN PLAINS 1.0  Ethanol DDGs Corn Oil	TRANSFORMATION	GREEN PLAINS 2.0
		Biorefinery Platform
	Strategic Partnerships MSCTM Technology Creates Ultra-High Protein and enhances Corn Oil yields Clean Sugar TechnologyTM	Ultra-High Protein DDGs	Carbon Capture Corn Oil	Ethanol Corn Oil Dextrose

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 CO2 as well.			Clean Sugar Technology Low-carbon dextrose for a variety of biochemical, bioplastics, synthetic biology and food industries.

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 CO2 emissions.

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.

Board Highlights

Our Board of Directors

			Director	Committee Membership
Name and Primary Occupation		Age	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  Founder, VBV LLC	49	2008

Chair	Member	IND Independent Director AC Audit Committee	CC Compensation Committee
		NGC Nominating and Governance Committee

Board Snapshot 

INDEPENDENCE 67% independent INDEPENDENT   6 NON-INDEPENDENT     3		AGE 56 years average 40s                 1 50s                     6 60s                     2				DIRECTOR TENURE 8.7 years average 0-4                  3 5-9                   1 10+                     5		DIVERSITY 33% diverse Female           2 Racially/ Ethnically       2 Diverse 2/3 committee chairs are diverse
SKILLS AND EXPERIENCE
	EXECUTIVE LEADERSHIP			9/9			INTERNATIONAL BUSINESS			6/9
	PUBLIC COMPANY/ CORP GOVERNANCE/ ESG			6/9			MERGERS & ACQUISITIONS			8/9
	EXECUTIVE COMPENSATION			6/9			CAPITAL MARKETS			6/9
	INDUSTRIAL MFG & INGREDIENT PROD			7/9			AUDIT / RISK / CYBERSECURITY			8/9
	COMMODITY MARKETS/ MARKETING			8/9			LEGAL / REGULATORY GOVERNMENT RELATIONS			4/9
	STRATEGY DEVELOPMENT			8/9

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.

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.

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.

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 37,347,864appointed 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. 

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 and Past 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

			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 and Past Public Company Directorships —   NuStar Energy L.P. (NS) —   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

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
			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

			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 —   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.
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

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 over 30 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

			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

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.

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:

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.

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. Board members also possess key knowledge and skills as noted in the table below:

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

Principal Responsibilities:

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.

Principal Responsibilities:

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.

Principal Responsibilities:

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.

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.

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

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.

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).

More information can be found on the Sustainability section of our website.

Visit https://gpreinc.com/who-we-are/sustainability.

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:

WHAT WE HEARD		WHAT WE DID
—Board composition and refreshment are important to shareholders, particularly as it pertains to diversity of individuals and perspectives. —Board structure and independence are important to shareholders.		—Announced governance updates including ongoing refreshment of the Board with two new board members who add diversity. —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. —Allocate capital raised during 2021 to deliver on our Green Plains 2.0 Total Transformation Plan. —Shareholders are supportive of our strategy and managements execution to date to transform the Company to Green Plains 2.0.		—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. —Applied prudent risk management practices throughout the year to preserve capital for future execution and deployed capital to multiple MSC™ initiatives. —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.

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 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. Employees are required to report any violations of the Code of Ethics and may do so anonymously by contacting 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.

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	-	19 of 19 (100%)
Martin Salinas	8 of 8	4 of 4	3 of 3	3 of 3	18 of 18 (100%)
Alain Treuer	16 of 16	-	-	6 of 6	22 of 22 (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.

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 a committee Chairman. 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 Chairman 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 Board has adopted stock ownership guidelines for its directors at five times their annual cash retainer, or $375,000.

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.

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.

Stock Ownership Guidelines

The Board has adopted stock ownership guidelines to further align the interests of our non-employee directors with those of our shareholders, by requiring a minimum investment in company Common Stock of 5x of their annual cash retainer.

Audit Matters

The Board has assessed the performance and independence of KPMG LLP (KPMG) and recommends that KPMG be re-appointed as the Company’s auditors for the fiscal year ending December 31, 2022. KPMG has served continuously as our auditor since 2009. In determining whether to recommend the re-appointment of KPMG as the Company’s independent auditor, the Audit Committee considered various factors, including: KPMG’s performance on prior audits, and the quality and efficiency of the services provided by KPMG; an assessment of the firm’s professional qualifications, resources and expertise; KPMG’s knowledge of the Company’s business and industry; the quality of the Audit Committee’s ongoing communications with KPMG and of the firm’s relationship with the Audit Committee and company management; KPMG’s independence; the length of time the firm has served in this role; the impact on the Company of changing auditors; and data on audit quality and performance, including recent PCAOB reports on KPMG and peer firms. Considered together, these factors enable the Audit Committee to evaluate whether the selection of KPMG as the Company’s independent auditor, and the retention of KPMG to perform other services, will contribute to and enhance audit quality. Based on its evaluation, the Audit Committee believes that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interest of our shareholders. Accordingly, the Audit Committee has recommended, subject to ratification by the stockholders that KPMG serve as the Company’s independent auditors for the fiscal year ending December 31, 2022. Representatives from KPMG are expected to be present virtually at the closeAnnual Meeting and will have the opportunity to make a statement if they desire to do so. Such representatives are also expected to be available to respond to appropriate questions.

Independence of Auditors

We have adopted policies and procedures for pre-approval of all audit and non-audit services to be provided by our independent auditor. It is our policy that the Audit Committee pre-approve all audit, tax and other non-audit services. A proposal for audit or non-audit services must include a description and purpose of the services, estimated fees and other terms of the services. To the extent a proposal relates to non-audit services, a determination that such services qualify as permitted non-audit services and an explanation as to why the provision of such services would not impair the independence of the independent auditor are also required.

All of the services provided by KPMG during 2021 and 2020 were approved in advance by our Audit Committee. The Audit Committee has considered whether the provision of the services performed by our principal accountant is compatible with maintaining the principal accountant’s independence.

Auditors’ Fees

For the years ended December 31, 2021 and 2020, KPMG LLP was our independent auditor. The following table sets forth aggregate fees billed to us, including fees related to services rendered for GPP, for professional services rendered by KPMG for the years ended December 31, 2021 and 2020.

Audit Fees. Audit fees were for professional services rendered for the annual audit of our consolidated financial statements, quarterly reviews of our consolidated financial statements, reviews of our other filings with the SEC such as the capital raise in 2021, and other fees that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

Audit-Related Fees. Audit-related fees are for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements, other than those previously reported under audit fees. There were no audit-related fees billed by KPMG in 2021 or 2020.

Tax Fees. Tax fees are for professional services, approved by the Audit Committee in advance, rendered for tax compliance, tax advice and tax planning.

All Other Fees. All other fees include other products and services that are not otherwise disclosed. There were no other fees billed by KPMG in 2021 or 2020.

Audit Committee Report

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

Management is responsible for the Company’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s internal control over financial reporting and an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards and to issue reports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2021, which has primary responsibility for the financial statements. KPMG, the Company’s independent auditor for the year ended December 31, 2021, is responsible for expressing an opinion as to whether the Company’s audited consolidated financial statements are presented fairly in all material respects in conformity with generally accepted accounting principles. The Audit Committee met with KPMG and company management to discuss the Company’s financial reports. The Audit Committee discussed with KPMG the matters required to be discussed by AS 1301 Communication with Audit Committees, as may be modified or supplemented. Additionally, the Audit Committee received the written disclosures and the letter from KPMG required to be delivered to them under the applicable requirements of the Public Company Oversight Board regarding communications concerning independence, and the Audit Committee considered whether KPMG maintained its independence during the year ended December 31, 2021. Based on these discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s report on Form 10-K for the year ended on December 31, 2021.

Respectfully submitted,

Martin Salinas, Chairman
Jim Anderson
Kimberly Wagner

Executive Officers

Our executive officers, their ages and their positions as of March 10, 2022 are as follows. Our executive officers serve at the discretion of the Board. All of the executive officers listed serve the general partner of Green Plains Partners LP in the same capacity as noted below. Messrs. Becker and Simpkins and Ms. Mapes also serve as directors of the general partner of GPP.

Todd A. Becker, 56 President and Chief Executive Officer (and Director)

G. Patrich Simpkins Jr., 60 Chief Financial Officer

Paul E. Kolomaya, 56 Chief Accounting Officer

Michelle S. Mapes, 55 Chief Legal and Administration Officer and Corporate Secretary

Negil L. McPherson Jr, 58 Chief People Officer

Chris G. Osowski, 43 Executive Vice President – Operations and Technology

Leslie van der Meulen, 44 Executive Vice President – Product Marketing and Innovation

Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K under the Securities Act and the Exchange Act, including the Compensation Discussion and Analysis, the Summary Compensation Table and related tables and disclosure, commonly known as a “say on pay” proposal. At our 2017 annual meeting, our stockholders supported an annual frequency for this advisory vote. As such, the Board has determined that our Company will hold this advisory vote on the Record Date. Holderscompensation of recordour named executive officers each year.

As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program is designed to reward the achievement of specific annual, long-term and strategic goals and to align executives’ interests with those of our stockholders by rewarding performance above established goals with the ultimate objective of improving stockholder value. Stockholders are encouraged to read the Compensation Discussion and Analysis section of this Proxy Statement, beginning on page 35, for a more detailed discussion of our executive compensation program, including information about fiscal year 2021 compensation of our NEOs.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This say on pay proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. Accordingly, we will ask our stockholders to vote “FOR” adoption of the following resolution at the Annual Meeting.

Approval of the above resolution requires the affirmative vote of a majority of the outstanding shares of the Common Stock of the Company present in person (online) or represented by proxy and entitled to vote on the matter (assuming a quorum is present). Abstentions will have the same effect as a vote against the proposal. Brokers will not have discretionary authority to vote on this proposal, and therefore such broker “non-votes” will have no effect on the outcome.

Compensation Discussion and Analysis

The following discussion and analysis contain statements regarding future individual and company performance targets and goals. These targets and goals are disclosed in the limited context of our Company’s compensation programs and are not statements of management’s expectations or estimates of results or other guidance.

Our Compensation Discussion and Analysis describes the key features of our executive compensation program and the Compensation Committee’s approach in deciding fiscal 2021 compensation for our named executive officers (NEOs):

Todd A.	G. Patrich	Paul E.	Michelle S.	Leslie van der
Becker	Simpkins Jr.	Kolomaya	Mapes	Meulen
President and Chief Executive Officer (and Director)	Chief Financial Officer	Chief Accounting Officer	Chief Legal and Administration Officer and Corporate Secretary	Executive Vice President - Product Marketing and Innovation

Executive Overview

The NEOs’ payouts under the 2021 annual incentive program considered the Company’s financial results, safety performance, achievement of key strategic initiatives and individual performance in 2021. As described further in the CD&A, the executive compensation program, through the use of equity-based awards, aligns the NEOs’ realizable compensation with the performance of our stock price.

Compensation Objectives and Philosophy

Our Compensation Committee has designed our executive compensation program to deliver pay that reflects corporate, business unit and individual performance that also aligns with the transformation plans of the Company for the creation of long-term value for our shareholders. As part of our compensation philosophy, we pay executive salaries that are lower than our competitors, with more compensation “at-risk” through long-term equity awards and annual cash incentive awards. Our annual cash incentive plan provides an incentive to achieve financial and operational performance aligned with our business plan and the long-term strategy.

Our Core Compensation Principles

Pay for Performance

The committee has designed our executive compensation program to deliver pay in alignment with corporate, business unit and individual performance primarily based on the following three factors, which in turn are expected to align executive pay with returns to shareholders over time:

The committee believes that our executive compensation program effectively aligns pay with performance based on the key factors discussed above, thereby aligning executive pay with returns to shareholders and creating a growth-oriented, long-term value proposition for our shareholders.

Executive Compensation Highlights

The committee has designed our executive compensation program to deliver pay in alignment with corporate, business unit and individual performance. A large portion of total direct compensation is “at-risk” through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance and include a significant portion of equity. See charts on pages 45 for more information regarding the target annual compensation mix for our CEO and other NEOs.

ONGOING MONITORING OF COMPENSATION BEST PRACTICES AND PROGRAMS IN A DYNAMIC ENVIRONMENT—OVERVIEW

Our Company has undergone diversification in the business over the last several years. As a result, and in response to our 2017 say on pay vote, the committee conducted an in-depth analysis of our compensation and governance practices, including an enhanced shareholder outreach process and a thorough review of all aspects of our compensation strategies and program. This analysis resulted in significant changes to our compensation programs for fiscal 2018 (discussed under Compensation Program Improvements at page 40).

FISCAL 2021 COMPENSATION ACTIONS AT A GLANCE

The following summarizes the key compensation decisions for the NEOs for fiscal 2021:

Base salary: The annual rate of base salaries of the CEO and other NEOs were adjusted in 2021 to reflect ever changing market conditions.

Annual Incentive Bonus: For fiscal 2021, the Compensation Committee awarded annual bonuses ranging from 80% to 104% of each NEO’s target bonus. In addition, the Compensation Committee awarded a discretionary bonus to Messrs. Simpkins and Cronin in view of the Company’s performance in 2020, the Company’s progress as we transform to Green Plains 2.0 and each of the executive’s significant contributions to our achievements. See the section entitled Annual Incentive Compensation for a complete discussion of our performance measures, targets and performance for 2021 and annual bonuses awarded by the Committee for the year.

Long-Term Incentive Awards: In February 2021, each of the NEOs was granted a combination of PSUs and RSAs that cliff vest on the third anniversary of the grant date. Moreover, the PSUs granted in February 2021 are subject to performance goals aligned with the Company’s strategic objectives and shareholder interests.

These compensation decisions are discussed in more detail in this Compensation Discussion and Analysis and shown in the Summary Compensation Table and Grants of Plan-Based Awards Table that follows.

2021 Performance Highlights

The following chart outlines total shareholder return over the three-year period ended February 19, 2022:

Compensation Best Practices

In response to say on pay votes, best practices and investor input, we have implemented the following:

ü   Special awards may be made to compensate new hires for equity they forfeit at their former employer or for targeted retention for critical and at risk executives. ü   One-half of annual awards to executive officers under the LTIP is in the form of performance share units (PSUs) which vest based on the attainment of pre-established performance goals aligned to the long-term strategies of the Company. ü   We have a forward-looking performance measurement for our LTIP, with PSUs earned at the end of a three-year performance period. ü   We adopt a compensation recovery (clawback) policy to allow the Board to recover annual or long-term incentive awards in connection with a material financial restatement resulting from executive misconduct. ü   We adopt separate metrics for our annual incentive bonus and LTIP programs. ü   We have stock ownership guidelines and we have always prohibited stock pledging, as well as hedging, transactions, for executive officers.

How We Make Compensation Decisions

Overview/Philosophy

The committee has designed our executive compensation program to serve several key objectives. In the chart below, we have summarized how the executive compensation program supports these executive compensation program objectives.

Roles and Responsibilities

Compensation Committee

The committee has primary responsibility for overseeing our executive compensation program. The Board appoints the members of the committee. Additionally, the Board has determined that each member of the committee meets the applicable requirements for independence established by applicable SEC rules and the listing standards of the NASDAQ. The committee:

The committee meets on a regular basis and has an executive session without members of management present at each regular committee meeting. The committee’s duties and responsibilities are described in its charter, which can be found on our website at http://investor.gpreinc.com/corporate-governance. The committee and the Board periodically review and, as appropriate, revise the charter.

As provided by its charter and discussed in greater detail below, the committee engages an independent compensation consultant to advise it on the design of our executive compensation program. The committee engaged Pay Governance to advise it in connection with the executive compensation program design in the latter half of 2021, with Meridian serving as the compensation consultant prior to that time since 2017. To determine the appropriate compensation levels, the committee considers, in conjunction with recommendations from its independent compensation consultant:

The committee periodically reviews our executive compensation program to ensure that it remains competitive and provides the proper balance between cash and equity, and between short-term and long-term incentive compensation. The committee’s regular analysis and refinement of the compensation program ensures continuing alignment of the elements of the compensation program with our Company’s business strategy and shareholder interests. During this process, the committee: