Carl Grassi
Director at GPRE
Board
About Carl Grassi
Carl J. Grassi, age 65, was appointed as an independent director of Green Plains Inc. on April 14, 2025 and serves on the Nominating & Governance Committee (NGC) . He is the former Senior Counsel, Chairman, and President of McDonald Hopkins LLC and brings extensive legal, accounting, governance, M&A and capital markets expertise; he holds a J.D. from Cleveland State University College of Law and a B.S. in Accounting from John Carroll University, and is a non‑active CPA in Ohio . The Board determined all director nominees to be independent; the cooperation agreement with major shareholder Ancora also required independence vetting of new directors prior to appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald Hopkins LLC | Senior Counsel | Through March 2024 | — |
| McDonald Hopkins LLC | Chairman of Board of Directors & Executive Committee | 2016–2019 | — |
| McDonald Hopkins LLC | President & Chairman | 2007–2016 | — |
| McDonald Hopkins LLC | Board of Directors Member | 1997–2020 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regional Brands, Inc. (RGBD) | Director | Current | — |
| J. Alexander’s Holdings, Inc. | Director | Past | Helped drive successful strategic alternatives process and sale to SPB Hospitality |
| Mace Security International, Inc. | Director | Past | — |
| Ancora Holdings, Inc. | Advisory Board Member | Current | — |
| Thinsolutions, Inc. | Advisory Board Member | Current | — |
| International Lawyers Network | Board Member | May 2019–Mar 2022 | — |
| Greater Cleveland Sports Commission | Member | Apr 2007–2022 | — |
Board Governance
| Item | Detail |
|---|---|
| Committee Assignment | Member, Nominating & Governance Committee (NGC) |
| Independence | Independent director; nominees 100% independent; new director independence vetted before appointment |
| NGC Responsibilities | Director slate, governance items, and oversight of sustainability initiatives |
| Strategic Planning Committee | Board formed new Strategic Planning Committee; comprises four directors including two new appointees |
| Attendance & Engagement (Board-wide 2024) | Board held 4 regular and 15 special meetings; each director attended at least 93% of Board and applicable committee meetings; executive sessions at each regular meeting |
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Non‑employee directors |
| Restricted Stock (Annual) | $135,000; typical grant vests after one year | On May 9, 2024, non‑employee directors received 6,687 shares ($135,000) vesting after one year (program benchmark) |
| Committee Chair Retainers | Board Chair $20,000; Audit Chair $20,000; NGC Chair $15,000; Compensation Chair $10,000 | Grassi is a member of NGC (not chair) |
| New Director Compensation (2025) | Participates in standard program; compensation prorated from start date | Appointed April 14, 2025 |
Performance Compensation
| Equity Type | Performance Metrics | Vesting | Payout Features |
|---|---|---|---|
| Restricted Stock (Director) | None disclosed for directors | One‑year time-based vest | No performance conditions; program is time-based equity |
Directors receive time-based restricted stock only; no performance metrics are applied to director equity grants as disclosed .
Other Directorships & Interlocks
- Ancora owns ~6.1% of GPRE; Grassi is a member of Ancora’s Advisory Board, and he was designated the “Second New Ancora Director” with immediate appointment to the NGC under a cooperation agreement that includes a standstill and voting commitments by Ancora .
- The cooperation agreement required independence vetting, formed a Strategic Planning Committee (two of the three new directors to serve), and provided for retirements of two long‑tenured directors post‑2025 AGM; no Item 404(a) related‑party transactions for Grassi were disclosed .
Expertise & Qualifications
- Legal, accounting, governance/M&A, capital markets, audit/risk, and public company governance competencies as profiled in the director skills matrix .
- Education and credentials: J.D. (Cleveland State University College of Law); B.S. in Accounting (John Carroll University); non‑active CPA (Ohio) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares Beneficially Owned (as of 4/11/2025 record) | Not disclosed for Grassi in the management table, as his appointment occurred on 4/14/2025 |
| Director Stock Ownership Guideline | Required holding: 5× annual cash retainer; compliance within 3 years of joining Board |
| Pledging / Hedging Policy | Prohibits directors/officers from pledging company stock or engaging in hedging/derivatives; 2024 policy clarifies family member pledging is permitted only if insider disclaims beneficial ownership and does not share MNPI |
Say‑on‑Pay & Shareholder Feedback (Context for Governance)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 36,314,605 | 4,966,445 | 142,334 | 7,394,016 |
Governance Assessment
- Committee role and independence: Grassi’s appointment to the NGC positions him to influence nominations, governance, and sustainability oversight; independence was explicitly vetted per NASDAQ/SEC standards in advance of appointment .
- Shareholder alignment: Director compensation uses a balanced cash retainer plus time‑based restricted stock; guidelines require 5× retainer ownership within three years, reinforcing alignment; prohibition on pledging/hedging reduces misalignment risk .
- Interlock/conflict monitoring: Ancora’s advisory connection and board seat via cooperation agreement are potential perception risks; mitigating factors include Board independence determinations, explicit standstill/voting commitments, and disclosure of no related‑party transactions involving Grassi .
- Board effectiveness signals: 2025 refresh added three independent directors, formed a Strategic Planning Committee, and executed planned retirements of two long‑tenured directors post‑AGM; Board/committee meeting cadence and executive session frequency suggest active oversight .
RED FLAGS to watch
- Ancora linkage: Advisory role plus an Ancora portfolio manager (Patrick Sweeney) on the Board may raise concerns about undue influence; monitor NGC decisions and Strategic Planning Committee outputs for independence and fairness .
- Ownership/pledging: Confirm Grassi’s progress toward 5× retainer guideline and any pledging/hedging compliance over time; current policy prohibits director pledging, with narrow family exceptions requiring beneficial ownership disclaimers .
- Attendance disclosure: Individual attendance data for Grassi not yet available (appointed in 2025); evaluate 2025–2026 attendance and engagement once disclosed .