Chris Osowski
Executive Vice President – Operations and Technology at GPRE
Executive
About Chris Osowski
Chris G. Osowski (age 46) is Executive Vice President – Operations & Technology at Green Plains, serving since January 2022 and added to the interim Executive Committee in February 2025. He holds an MBA (Minnesota State University) and a B.S. in Agriculture & Biosystems Engineering (North Dakota State University) with prior senior operating and technology roles at ADM, Tate & Lyle, Renewable Energy Group, and POET . Company performance during his tenure: EBITDA was $26.7M (2022), $54.0M (2023), and $47.6M (2024), with TSR values (initial $100 basis) of 198 (2022), 163 (2023), and 61 (2024), and GAAP net losses of ($103.4M), ($76.3M), and ($81.2M), respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| POET | Technical Manager | 2003–2007 | Early bioprocess/ethanol operations experience |
| Renewable Energy Group | Production Support Manager | 2007–2008 | Biofuels production support |
| Tate & Lyle | Senior roles | 2008–2013 | Ingredient/process technology leadership |
| ADM (USA/Global) | Senior roles | 2013–2015 | Operations/technology leadership |
| ADM (New Delhi) | Director – India Operations | 2015–2017 | Country operations leadership |
| ADM (Moscow JV – Aston Starch Products) | General Director | 2018–2020 | JV leadership and execution |
| ADM | Vice President, Global Technology | 2020–2021 | Global technology oversight |
| Green Plains | EVP – Operations & Technology; Exec Committee member | 2022–present | Safety/yields/product quality improvements; capital planning system |
External Roles
No public company directorships or external board roles disclosed for Mr. Osowski .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual base salary (set) | $375,000 | $400,000 (+7%) effective 3/1/2024 | Formal salary rate change |
| Salary reported (proxy SCT) | — | $395,989 | Reflects partial-year rate dynamics |
| All other compensation (401k, life insurance) | — | $17,848 | Company match and life insurance |
Performance Compensation
- 2024 target bonus: 80% of base; payout range: 0–200% of base for NEOs .
- Mr. Osowski’s 2024 bonus: $290,400, equating to 91% of target .
| Metric | Weight | Target Definition | 2024 Attainment Summary | Payout Mechanics |
|---|---|---|---|---|
| Emergent EBITDA (corn oil, high-protein MSC, clean sugar, FQT, Optimal) | 30% | Product-level targets (two 6-month periods) | Achieved on 2 of 5 products | 50%–200% of weight per metric |
| Safety (OSHA, DART, permits, training) | 5% | Multi-metric safety goals | 100% on all five initiatives | 50%–200% |
| Run Rate (mm bushels/year) | 5% | Threshold 289; Target 308; Max 316 | Company-level not specifically disclosed | 50%–200% |
| ESG – ISS Scoring | 2.5% | Threshold 3.00; Target 2.67; Max 2.33 | Company-level not specifically disclosed | 50%–200% |
| Yields (corn oil, protein, ethanol) | 5% | Product yield targets | Avg. 96% of target | 50%–200% |
| Other operating initiatives (e.g., international protein sales, CST ramp, Opex/gal, FQT sales, carbon progress, SG&A) | 27.5% | Quantitative metrics per initiative | 4 of 7 initiatives achieved | 50%–200% |
| MBOs / Individual Performance | 25% | Management by Objectives | Earned individually; Osowski achievements include safety culture leadership, yield and quality improvements, and capital planning system development | Committee discretion within 0–200% |
Long-Term Incentives (granted March 2024):
- Mix: 50% RSAs (ratable vest over 3 years), 50% PSUs (cliff vest at 3 years) .
- 2024 grants to Osowski: 13,991 RSAs ($325,011) and 13,991 PSUs ($325,011) based on $23.23/share grant-date price .
- PSU performance goals (3-year): Absolute stock price thresholds ($30/$40/$50), Protein/Sugar/Carbon ROI thresholds, and EBITDA thresholds (50%/100%/200% payout) . Historical PSU payouts for prior cycles vested at 115% (2024), 123% (2023), 150% (2022) of target .
Equity Ownership & Alignment
- Beneficial ownership: 71,075 shares as of April 11, 2025 (less than 1%) .
- Shares outstanding: 67,886,339 (incl. warrants) as of April 11, 2025 .
- Ownership as % of shares outstanding: ~0.010% (71,075 / 67,886,339) .
- Stock ownership guidelines: NEOs must hold 3x base salary; compliance timeframe is 3 years from engagement .
- Market value context: Using $9.48 share price at 12/31/2024, beneficial stake ≈ $673,800 (71,075 × $9.48) . Company does not disclose individual NEO compliance status; one director not in compliance is identified, but no NEO pledging/hedging is allowed .
- Insider selling/withholding: 2024 stock vested for Osowski totaled 5,755 shares with $127,046 value; shares were withheld to satisfy taxes upon vesting on 1/10/2024 (1,425 shares) and 3/8/2024 (1,373 shares) .
Outstanding equity awards at 12/31/2024:
| Award Type | Grant Date | Unvested Shares | Market Value ($) |
|---|---|---|---|
| RSAs | 1/10/2022 | 2,868 | $27,189 |
| PSUs (target) | 3/9/2023 | 8,656 | $82,059 |
| RSAs | 3/9/2023 | 5,770 | $54,700 |
| RSAs | 3/13/2024 | 13,991 | $132,635 |
| PSUs (target) | 3/13/2024 | 13,991 | $132,635 |
| Note: Market value reflects $9.48 closing price on 12/31/2024; PSUs vest subject to performance; RSAs vest ratably over 3 years . |
Pledging/Hedging:
- Directors/officers prohibited from pledging, short sales, derivatives, or hedging; 2024 policy clarified family member pledging may be permitted if beneficial ownership is disclaimed and no MNPI is shared; company not aware of any NEO/director pledging .
Employment Terms
| Provision | Standard | Change-in-Control (Double Trigger) |
|---|---|---|
| Employment status | At-will | — |
| Termination without cause / good reason | 6 months base salary; full vest of all outstanding equity awards (PSUs settle at target); continued health coverage up to 12 months | 2.5× base salary + 2.5× target bonus; up to 18 months health coverage; all outstanding equity awards fully vest (PSUs settle at target) |
| Definitions | “Cause” and “Good Reason” consistent with CEO terms | Same |
| Equity acceleration framework | Awards under 2009/2019 plans accelerate upon change-in-control if not assumed, or upon qualifying termination post-assumption | Double-trigger required if awards are assumed |
| Clawback | Nasdaq Rule 10D-1 compliant clawback policy updated Nov 2023; no restatements triggering recovery in 2024 |
Compensation Committee & Governance Oversight
- Compensation Committee: Brian Peterson (Chair), James D. Anderson, Farha Aslam; 8 meetings in 2024; Pay Governance engaged as independent consultant since 2021 .
- Ownership/retention policies: Robust insider trading, ownership and retention, prohibition on hedging/pledging; directors must hold 5× cash retainer; NEOs 3× base salary .
- Say-on-Pay (2025 meeting): Votes For 36,314,605; Against 4,966,445; Abstain 142,334 (≈87.7% approval); broker non-votes 7,394,016 .
Performance & Track Record
- 2024 achievements in Osowski’s domain: led safety culture improvements, yield improvements across the portfolio, product quality management, and plant capital planning system development .
- Company pay-versus-performance context:
- EBITDA ($000s): 2022 $26,710; 2023 $54,031; 2024 $47,646 .
- Net Loss ($000s): 2022 ($103,377); 2023 ($76,299); 2024 ($81,189) .
- TSR (initial $100 basis): 2022 198; 2023 163; 2024 61 .
Investment Implications
- Alignment: High proportion of at-risk pay via annual bonus tied to operational metrics and PSUs with 3-year goals (absolute stock price, ROI, EBITDA) supports long-term performance orientation; stock ownership guideline of 3× salary and strict anti-hedging/pledging policies reinforce alignment .
- Retention/turnover risk: Osowski has meaningful unvested RSAs/PSUs across 2023–2024 grants with full acceleration upon qualifying termination post-change-in-control; standard severance outside CIC is modest (6 months), suggesting retention is driven more by ongoing equity value and role in transformation initiatives .
- Trading signals: Upcoming vesting events (annual RSA tranches and PSU cliffs in 2025–2027) can result in share issuance and tax withholding but are not indicative of discretionary selling; insider trading windows and pre-clearance apply, and pledging is prohibited .
- Execution risk: Company-level EBITDA progress with continued net losses and 2024 TSR decline highlight ongoing transformation risk; Osowski’s operational mandate (safety, yields, quality, capex prioritization) is directly tied to drivers used in compensation plans and can be a lever for margin improvement .