Brian Peterson
About Brian Peterson
Brian Peterson, age 61, has served on Green Plains’ board since 2005 and is the Chair of the Compensation Committee. He is President and CEO of Whiskey Creek Enterprises and brings deep ethanol and grain industry experience, including prior service as Green Plains’ EVP for site development (2005–Oct 2008) and founding Superior Ethanol LLC (acquired by Green Plains in 2006). The Board has determined all current non‑employee directors are independent under NASDAQ/SEC rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Green Plains Inc. | Executive Vice President, Site Development | 2005 – Oct 2008 | Led site development during company growth |
| Superior Ethanol LLC | Sole Founder and Owner | Pre-2006 | Company acquired by Green Plains in 2006 |
| Grain farming enterprises (IA, AR, SD) | Owner/Operator | >20 years | Operates across multiple states |
| Cattle feedlot (NW Iowa) | Built, Owns, Operates | Not disclosed | Operates feedlot business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Whiskey Creek Enterprises | President & CEO | Current | Primary occupation |
| Various ethanol companies | Investor | Not disclosed | Holds investments; specific entities not disclosed |
Board Governance
- Committee assignments: Compensation Committee Chair; other committee memberships not listed for Peterson in 2025 nominee slate .
- 2024 Board activity and attendance: Board held 4 regular and 15 special meetings; Peterson attended 17 of 19 Board meetings and 8 of 8 Compensation Committee meetings; executive sessions occurred at each regular meeting .
- Independence: Board and all committees comprised of independent directors; company states 100% independence among director nominees .
- Governance practices: Clawback policy updated in Nov 2023; prohibition on director and officer pledging and hedging, with a clarified family-member pledging exception under strict conditions .
Fixed Compensation
| Type | Amount |
|---|---|
| Annual Cash Retainer | $90,000 |
| Committee Chair Retainers | Compensation Committee: $10,000; Board Chair & Audit: $20,000 each; Nominating & Governance: $15,000 |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Brian Peterson | 100,000 | 135,000 | – | – | 235,000 |
Notes:
- Non‑employee directors received 6,687 restricted shares valued at $135,000 on May 9, 2024; one-year vesting .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Directors) | May 9, 2024 | 6,687 | $135,000 | Vests after one year |
Executive pay metrics overseen by the Compensation Committee (context for Peterson’s chair role):
| Objective | Weighting | Threshold (50% payout) | Target (100% payout) | Max (200% payout) |
|---|---|---|---|---|
| Emergent EBITDA (by product) | 30% | Product targets | Product targets | Product targets |
| Safety (OSHA/DART/permits/training) | 5% | Safety targets | Safety targets | Safety targets |
| Run Rate (mm bushels/year) | 5% | 289 | 308 | 316 |
| ESG – ISS Scoring | 2.5% | 3.00 | 2.67 | 2.33 |
| Yield (RCO, Protein, Ethanol) | 5% | Product targets | Product targets | Product targets |
| Other Operating Initiatives (quantitative) | 27.5% | Initiative metrics | Initiative metrics | Initiative metrics |
| Individual MBOs | 25% | MBO attainment | MBO attainment | MBO attainment |
PSU performance goals for 2024 executive LTI (three-year period):
| Metric | Threshold (50%) | Target (100%) | Max (200%) |
|---|---|---|---|
| Absolute Stock Price | $30 | $40 | $50 |
| Protein/Sugar/Carbon ROI | Specified amount | +25% vs threshold | +50% vs threshold |
| EBITDA | Specified amount | +35% vs threshold | +80% vs threshold |
Say‑on‑pay support: ~95% approval at 2024 annual meeting .
Other Directorships & Interlocks
- Public company boards for Peterson: None disclosed in nominee biography .
- Compensation Committee interlocks: None reported during FY2024 .
Expertise & Qualifications
- Skills matrix for Peterson: Industrial manufacturing & ingredient production; commodity markets/marketing; audit/risk/cybersecurity; executive leadership .
- Education: Bachelor of Science in Agricultural Business, Dordt College .
- Industry credentials: Grain farming operations across IA/AR/SD; ethanol company investments; cattle feedlot operator .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Brian Peterson | 55,417 | * (less than 1%) | Includes 15,000 shares owned jointly with his child |
Director stock ownership guidelines: Non‑employee directors must hold at least 5× their annual cash retainer; compliance window is 3 years. The proxy identifies Farha Aslam as not in compliance; no other director is flagged in the document .
Pledging/Hedging: Directors and officers prohibited from pledging or hedging company stock; 2024 policy clarifies family‑member pledging may be permitted only with disclaimed beneficial ownership and no sharing of MNPI. Company states it is not aware of any pledging by NEOs or directors .
Governance Assessment
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Strengths:
- Independent director and Compensation Committee Chair; committee comprised entirely of independent directors; retained independent consultant (Pay Governance), with active oversight of executive pay, metrics, and clawback policy updates .
- Industry-operating expertise aligned with Green Plains’ transformation (protein, corn oil, clean sugar); brings commodity and operations discipline to compensation goal-setting .
- Shareholder alignment signals: say‑on‑pay ~95% support in 2024; robust stock ownership guidelines for directors .
-
Watch items / RED FLAGS:
- Investments in other ethanol companies could pose perceived conflicts if counterparties/competitors are involved; audit committee oversight and related‑party policy mitigants are in place; there were no related‑party transactions in 2024 .
- Long tenure (director since 2005) may raise entrenchment concerns amid continued board refresh; however, the company has actively refreshed and maintained 100% independence .
- Attendance: 17 of 19 Board meetings (two absences) in 2024; Compensation Committee attendance was perfect (8 of 8) .
- Policy nuance: allowance for family‑member pledging with disclaimed beneficial ownership—company reports no pledging by insiders; still a policy edge case to monitor for alignment risk .
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Overall: Peterson’s compensation governance leadership, coupled with relevant industry expertise and independent status, supports board effectiveness. Monitoring potential external investment conflicts and sustained attendance at full Board sessions is advisable for investor confidence .