Martin Salinas Jr.
Green PlainsAbout Martin Salinas Jr.
Independent director at Green Plains Inc. (GPRE) since 2021; age 53. Audit Committee Chair and member of the Nominating and Governance Committee; designated audit committee financial expert. Former CFO of Energy Transfer Partners, LP (2008–2015), with prior roles as controller and VP of finance (2004–2008); began career at KPMG. Holds a BBA from the University of Texas at San Antonio; member of the Texas Society of CPAs; serves on UTSA’s advisory council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Transfer Partners, LP | CFO | 2008–2015 | Senior finance leadership; public company CFO experience |
| Energy Transfer Partners, LP | Controller; VP Finance | 2004–2008 | Financial reporting and controls |
| KPMG | Auditor (career start) | Not disclosed | Public accounting training |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NuStar Energy L.P. | Audit Committee Member | Current per background | Listed as “Past Public Company Directorship” in proxy summary; note discrepancy in labels . |
| Noble Midstream Partners L.P. (NBLX) | Director | Past | Past public company directorship . |
| Green Plains Partners LP (GPP) | Director | Past | Past public company directorship; GPRE acquired remaining interest in GPP in Jan 2024 . |
| University of Texas at San Antonio | Advisory Council Member | Current | Governance/education engagement . |
Board Governance
- Independence: Board committees 100% independent; Board determined all current non-employee directors meet NASDAQ/SEC independence standards; Board snapshot shows 100% independent .
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member .
- Audit Committee meetings: 7 in 2024; committee meets directly with internal and external auditors; quarterly cybersecurity oversight updates; Salinas designated audit committee financial expert (Reg S-K 407(d)(5)) .
- Nominating & Governance meetings: 4 in 2024; oversight of director nominations, governance items, sustainability initiatives .
- Attendance (2024): Board 19/19; Audit 7/7; Nominating & Governance 4/4; high engagement .
- Executive sessions: Board met in executive session without management at each regularly scheduled meeting .
- Investor engagement: Program engages shareholders on strategy, risk, compensation; feedback influenced addition of three independent directors via cooperation with Ancora in April 2025 .
Fixed Compensation
- Structure unchanged since Aug 2022: Annual cash retainer $90,000; Committee chair retainers—Audit $20,000; Board Chair $20,000; Nominating & Governance Chair $15,000; Compensation Chair $10,000 .
- 2024 cash: Fees earned or paid in cash—$110,000 (reflects $90,000 retainer + $20,000 audit chair retainer) .
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Non-employee director cash retainer |
| Audit Committee Chair Retainer | $20,000 | Chair premium |
| 2024 Cash Fees Earned | $110,000 | Reported in director compensation table |
Performance Compensation
- Equity compensation: Annual restricted stock grant (time-based) per director; no options; no PSUs for directors; vesting after one year .
- 2024 grant details: 6,687 restricted shares granted May 9, 2024; grant date fair value $135,000; vests after one year .
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (RS) | 2024-05-09 | 6,687 | $135,000 | 1-year cliff vest |
No disclosed director performance metrics tied to equity; director equity is time-based, not performance-based .
Other Directorships & Interlocks
- Past public company directorships: Noble Midstream Partners L.P.; NuStar Energy L.P.; Green Plains Partners LP .
- Current external committee role: Audit committee member at NuStar Energy per biographical background (labeling inconsistency noted above) .
- Conflicts/interlocks: No related party transactions disclosed for 2024; Board has a Related Party Policy with Audit Committee review and approval requirements .
Expertise & Qualifications
- Audit/financial expertise: Audit committee financial expert designation; deep financial reporting and risk oversight experience .
- Strategic/markets experience: Commodity markets/marketing; strategy development; M&A/partnerships; capital markets; executive leadership; executive compensation .
Equity Ownership
- Beneficial ownership: 29,098 shares; less than 1% of class as of April 11, 2025 .
- Pledging/hedging: Company prohibits pledging and hedging by directors; policy clarified a family-member exception if insider disclaims beneficial ownership; Company is not aware of any director pledging shares .
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; 3-year compliance period; unvested RS count; performance awards do not count .
- Compliance disclosure: Proxy identifies one director (Farha Aslam) not yet in compliance; no specific compliance disclosure provided for Salinas .
| Item | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 29,098 | As of 2025-04-11; <1% |
| Ownership Guideline | 5× cash retainer | Applies to all non-employee directors |
| Pledging Status | None disclosed | Company not aware of any director pledging |
Insider Trades
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | No Form 4 trading detail disclosed in DEF 14A; Section 16(a) compliance narrative did not cite Salinas for late filings . |
Compensation Structure Analysis (Director)
- Stability in mix: Director compensation unchanged since Aug 2022; balanced cash retainer plus equity RS grant—signals alignment without performance-linked equity risk for directors .
- Ownership alignment: Mandatory 5× retainer ownership guideline and sale restrictions when not in compliance strengthen alignment for directors .
Risk Indicators & RED FLAGS
- Related-party transactions: None in 2024—reduces conflict risk .
- Pledging/hedging: Prohibitions for directors; minor family-member pledging exception clarified—monitor but not a direct red flag for Salinas .
- Attendance/engagement: Perfect committee and board attendance—positive signal .
- Governance tools: Clawback policy updated to comply with Rule 10D-1; robust insider trading policy—positive governance .
- Say-on-pay context: 95% approval in 2024 suggests shareholder support for compensation governance; not director-specific but relevant to overall governance climate .
Governance Assessment
- Strengths
- Audit Committee Chair with audit committee financial expert designation; active oversight of external audit, internal audit, and cybersecurity—supports investor confidence in financial reporting and risk oversight .
- High engagement and perfect attendance across Board and committees—supports board effectiveness .
- Independent Board and committees with clear governance policies (clawback; insider trading; ownership guidelines)—alignment with best practices .
- Watchpoints
- Labeling inconsistency for NuStar Energy (listed both as “Past Public Company Directorship” and “serves as an audit committee member”)—clarify status to assess potential interlocks/conflicts .
- Family-member pledging exception exists in policy, though Company reports no director pledging—monitor for any future changes in practice .
- Net view: Salinas’ finance/audit credentials, chair role, and attendance underpin board effectiveness; absence of related-party transactions and strong governance frameworks mitigate conflict risk. No material red flags specific to Salinas identified in 2024–2025 disclosures .