Kimberly Wagner
Director at GPRE
Board
About Kimberly Wagner
Kimberly Wagner, age 61, is an independent director of Green Plains Inc. (GPRE) since 2020 and currently chairs the Nominating and Governance Committee while serving on the Audit Committee. She is a scientist and entrepreneur with 30+ years of advising companies in agribusiness, food/nutrition and life sciences, emphasizing technology, sustainability, research/innovation and new product development. She holds a PhD in Biological Chemistry and Molecular Pharmacology from Harvard, an MS in Animal Science from Texas A&M, and a BS with distinction in Biology and Animal Science from Cornell; she also holds governance and sustainability certifications (NACD.DC, GCB.D, CCB.D) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boston Consulting Group | Partner/Senior Partner; led Global Agriculture and Product Development Practices | 2001–2015 | Practice leadership in agriculture and product development |
| McKinsey & Co. | Partner, Food & Agribusiness sectors | 2016–2018 | Strategy/operations advisory in food & agribusiness |
| Flagship Pioneering / CiBO Technologies | Venture Partner; President & COO at CiBO (Flagship VentureLabs company) | 2018–2019 | Operational leadership at ag-tech venture |
| TBGD Partners | Founder & Managing Partner | Not disclosed | Boutique advisory for early/mid-stage agribusiness/food/life sciences ventures |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frontier Co-Op | Board member | Not disclosed | Not disclosed |
| GreenTech Ventures/TrueAlgae | Board member | Not disclosed | Not disclosed |
| Cornell University Board of Trustees | Alumni-elected trustee; Chair, University Relations Committee; Executive Committee member | Not disclosed | Chairs University Relations; Exec Committee service |
| Various not-for-profits | Board member | Not disclosed | Agricultural, sustainability, and/or educational missions |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Audit Committee .
- Independence: Board determined all current non-employee directors meet NASDAQ and SEC independence requirements; Wagner is an independent director .
- Attendance (2024): Board 19/19; Audit 7/7; Nominating & Governance 4/4; overall ≥93% attendance for all directors .
- Audit Committee oversight includes IT and cybersecurity, with quarterly IT leadership updates; Audit Committee met directly with internal and independent auditors; Audit Committee Report lists Wagner as independent member .
- Board refreshment: three independent directors appointed April 14, 2025; NGC membership expanded; provides context to governance continuity Wagner chairs .
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Annual cash retainer | $90,000 |
| Committee chair retainer (Nominating & Governance Chair) | $15,000 |
| Fees earned or paid in cash (Wagner) | $105,000 |
Notes:
- Committee chair retainers: Board Chair and Audit Chair $20,000 each; Nominating & Governance Chair $15,000; Compensation Chair $10,000 .
- Director compensation unchanged since August 2022; directors reimbursed for travel/business expenses .
Performance Compensation
| Grant Date | Award Type | Shares | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| May 9, 2024 | Restricted stock (annual director grant) | 6,687 | $135,000 | Vests after one year; shares issued upon vest |
Notes:
- Stock awards for non-employee directors reflect aggregate grant date fair value computed under ASC 718; represents noncash compensation for Board service in the year following grant .
- No option awards to non-employee directors; Wagner had $0 option awards in 2024 .
Other Directorships & Interlocks
| Organization | Public/Private (as disclosed) | Role | Potential Interlocks |
|---|---|---|---|
| Frontier Co-Op | Not disclosed | Board member | None disclosed |
| GreenTech Ventures/TrueAlgae | Not disclosed | Board member | None disclosed |
| Cornell University | Not disclosed | Trustee (Chair, University Relations; Exec Committee) | None disclosed |
- Related party transactions: The Company disclosed no related party transactions in 2024; policy requires Audit Committee review/approval of any related party dealings .
Expertise & Qualifications
- Deep agribusiness/food/nutrition domain expertise; scientist and entrepreneur with decades of advisory work in technology, sustainability, research/innovation, and product development .
- Governance and sustainability credentials: NACD.DC, GCB.D, CCB.D .
- Academic credentials: PhD (Harvard), MS (Texas A&M), BS with distinction (Cornell) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Total Shares Outstanding |
|---|---|---|
| Kimberly Wagner | 21,209 | <1% (asterisk indicates less than 1%) |
- Stock ownership guidelines: Non-employee directors must hold Company stock equal to 5× annual cash retainer; three years from joining Board to comply; unvested restricted stock counts, performance awards do not. Proxy explicitly notes Farha Aslam is not currently in compliance; no non-compliance noted for Wagner .
- Hedging/pledging: Officers/directors prohibited from short sales, derivatives, hedging, and pledging of Company stock; policy amended to allow pledging by a family member if director disclaims beneficial ownership and does not share MNPI; Company is not aware of any officer or director who has pledged shares; prior exceptions eliminated .
Governance Assessment
- Strengths: Independent director with strong attendance (Board 19/19; Audit 7/7; NGC 4/4), signaling engagement and effective oversight . Chairing Nominating & Governance positions Wagner at the center of board refreshment and governance processes; audit membership adds financial reporting and cybersecurity oversight exposure .
- Alignment: Majority of 2024 director compensation delivered in equity via time-based restricted stock ($135,000 vs $105,000 cash), supporting alignment with shareholder outcomes alongside meaningful personal ownership (21,209 shares) .
- Policy safeguards: Robust insider trading, hedging/pledging prohibitions and clawback policy updates provide guardrails; no related party transactions in 2024 reduce conflict risk .
- Monitoring items: Family-member pledging exception exists under policy—while no director pledging is reported, investors may monitor for any future disclosures that could implicate perceived alignment risks . The Board is in process of formalizing Risk and Strategic Planning Committees; governance evolution warrants observation for committee mandates and composition .