James D. Anderson
Chairman of the Board at GPRE
Board
About James D. Anderson
Independent Chairman of the Board at Green Plains Inc. (GPRE); age 67; director since 2008; serves on the Compensation Committee. Anderson is CEO of Molycop (since Nov 2017) and holds a BA with a finance emphasis from the University of Wisconsin–Platteville. His core credentials are commodity market expertise and agribusiness operating experience; the board states 100% independence among current nominees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molycop | Chief Executive Officer | Nov 2017–present | Operates global industrial manufacturing; executive leadership relevant to GPRE’s industrial footprint |
| CHAMP Private Equity | Managing Director & Operating Partner | Not specified (prior to 2017) | Private equity oversight; capital allocation experience |
| The Gavilon Group, LLC | President & CEO; COO Fertilizer | CEO Oct 2014–Feb 2016; COO since Feb 2010 | Commodity trading and agribusiness operations leadership |
| United Malt Holdings | Chief Executive Officer & Director | Sep 2006–Feb 2010 | Past public company directorship; malt processing industry experience |
| CT Malt (JV ConAgra Foods & Tiger Brands) | COO/EVP | Began Apr 2003 | Grain/malt operations; JV governance |
| ConAgra Grain Companies | SVP; President | Not specified | Large-scale grain operations leadership |
| Ferruzzi USA | Association (employee) | Not specified | Commodity operations background |
| Pillsbury Company | Operations Manager | Not specified | Food supply chain operations |
| North American Export Grain Association | Board Member | Not specified | Industry advocacy; policy insight |
| National Grain and Feed Association | Board Member | Not specified | Industry standards; market knowledge |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| United Malt Holdings | Former CEO & Director | Public (past) | Past public company directorship |
| North American Export Grain Association | Board Member | Industry association | External governance role; industry network |
| National Grain and Feed Association | Board Member | Industry association | External governance role; industry network |
Board Governance
- Committee assignments: Compensation Committee member; Board Chairman (not a committee chair). Compensation Committee membership: Brian Peterson (Chair), James D. Anderson, Farha Aslam.
- Independence: Board affirms each current non-employee director meets NASDAQ/SEC independence; nominees are 100% independent.
- Attendance and engagement:
- 2024: Board 19/19; Compensation Committee 8/8 (100% attendance). Executive sessions held at each regularly scheduled meeting.
- 2023: Board 19/21 (~90%); Audit Committee 3/3 (prior to removal on May 9, 2023); Compensation Committee 7/7.
- Executive sessions: Board met in executive session without management at each regularly scheduled meeting.
- Governance refresh and shareholder engagement: Cooperation agreement with Ancora added three new independent directors in Apr 2025.
Fixed Compensation
| Year | Cash Retainer ($) | Chair Fees ($) | Equity Grant (Shares) | Equity Grant ($) | Vesting | Total ($) |
|---|---|---|---|---|---|---|
| 2024 (paid) | 90,000 | 20,000 (Board Chair) | 6,687 | 135,000 | 1-year cliff | 245,000 (110,000 cash + 135,000 stock) |
| 2023 (paid) | 90,000 | 12,912 (prorated chair transition) | 4,497 | 135,000 | 1-year cliff | 237,912 (102,912 cash + 135,000 stock) |
| Structure (since Aug 2022) | — | — | — | — | — | Annual cash $90k; equity $135k; Chair retainers: Board & Audit $20k, N&G $15k, Compensation $10k |
Notes:
- Director compensation has been unchanged since Aug 2022.
- No meeting fees; directors are reimbursed for expenses.
Performance Compensation
| Element | Metric(s) | Disclosure |
|---|---|---|
| Director equity grants | Time-based vesting only | No performance metrics tied to director equity; annual restricted stock vests after one year |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed beyond GPRE |
| Past public boards | United Malt Holdings |
| Committee interlocks | No compensation committee interlocks or insider participation disclosed for 2024 |
| Related-party transactions | None in 2024; all related-party dealings subject to Audit Committee review under policy |
Expertise & Qualifications
- Skills cited: Industrial manufacturing & ingredient production; commodity markets/marketing; strategy development; international business; M&A/partnerships; capital markets; audit/risk/cybersecurity; legal/regulatory/government relations; public company governance/sustainability; executive leadership; executive compensation.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| James D. Anderson | 124,603 | <1% | Ownership guidelines require 5× annual cash retainer; 3-year compliance window; company includes unvested restricted stock in guideline calc; compliance status for Anderson not specifically disclosed |
| Hedging/Pledging | — | — | Directors/officers prohibited from short-term trading, short sales, derivatives/hedging, and pledging; company reports no pledging by NEOs or directors; 2024 policy clarifies family member pledging is permitted only with disclaimed beneficial ownership and no MNPI sharing |
Say‑on‑Pay & Shareholder Feedback
- Say-on-pay support: Approximately 95% approval at the 2023 annual meeting.
- Board responsiveness: Added clawback update in Nov 2023; active investor engagement on strategy and governance.
Compensation Committee Analysis
- Members: Brian Peterson (Chair), James D. Anderson, Farha Aslam; all independent.
- Use of independent consultant: Pay Governance engaged; advises on peer groups, benchmarking, and program design; reports to the Committee.
- Clawback policy: Updated in Nov 2023 to comply with Rule 10D‑1; applies to incentive-based comp within 3 years preceding a restatement.
Risk Indicators & RED FLAGS
- CEO transition and interim leadership: Todd Becker departed Mar 1, 2025; Board organized an Executive Committee and designated interim PEO—heightened oversight demands and continuity risk (neutral signal; not tied to Anderson, but affects board workload).
- Pledging policy amendment: Clarifies family member pledging exception with strict conditions; company reports no director pledging—monitor for adherence (cautionary note, not a breach).
- Related-party transactions: None in 2024 (positive).
- Committee interlocks: None (positive).
- Attendance: Anderson demonstrably engaged—100% attendance in 2024; near‑full attendance in 2023 (positive for effectiveness).
Governance Assessment
- Board effectiveness: Anderson’s industrial/commodity expertise aligns with GPRE’s biorefinery strategy; his role as independent Chair and 100% 2024 attendance support strong oversight.
- Alignment & incentives: Director pay is modest, stable (cash + time‑based equity), with robust stock ownership guidelines—supports alignment without undue risk-taking.
- Conflicts & independence: No related‑party transactions disclosed; independence affirmed; no interlocks—low conflict risk.
- Shareholder confidence: High say‑on‑pay support (95%) and continued governance refresh/cooperation with major holders suggest constructive engagement.
Overall, James D. Anderson presents as an engaged, independent Chair with relevant sector expertise and clean conflict profile; compensation and ownership policies indicate alignment with shareholders, while recent leadership transitions increase demands on board oversight but are being addressed via structured interim governance.