Michelle Mapes
Interim Principal Executive Officer, Chief Legal and Administration Officer and Corporate Secretary at GPRE
Executive
About Michelle Mapes
Michelle S. Mapes (age 58) serves as Interim Principal Executive Officer (effective March 1, 2025) and Chief Legal & Administration Officer and Corporate Secretary at Green Plains (joined 2009; CL&AO since January 2018). She holds a JD, MBA, and BS in Accounting & Finance from the University of Nebraska–Lincoln . During 2024 she led legal support for strategic transactions (including Birmingham terminal sale), litigation resolution, investor engagement, and cost-savings post-GPP acquisition . Company performance context: 2024 EBITDA was $47.6m (down from $54.0m in 2023), with TSR value of a $100 investment at $61 in 2024 vs peer $142; longer-term TSR peaked in 2021–2022 then retrenched in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Husch Blackwell LLP | Partner (renewable energy focus) | 2006–2009 | Specialized legal counsel in renewables, foundational to GPRE regulatory and transactional execution |
| HDM Corporation | Chief Administrative Officer & General Counsel | 2005–2006 | Leadership across administration and legal, relevant to enterprise risk/governance |
| Farm Credit Services of America | SVP – Corporate Services & General Counsel | 2000–2005 | Ag finance and corporate services experience, bolstering agricultural sector depth |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Feed & Grain Association | Board & Executive Committee | Current | Sector network, policy and industry insights |
| CFTC Agricultural Advisory Committee | Member | Current | Regulatory interface on ag/commodity markets |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 420,000 | 420,000 | 420,000 | Increased to $450,000 effective Mar 1, 2025 |
| Target Bonus % of Salary | — | — | 80% | Company-wide NEO target (ex-CEO) for 2024 |
| All Other Compensation ($) | 31,105 | 31,105 | 35,210 | Primarily 401(k) match and life insurance |
Additional 2025 update: Annual base salary set at $450,000 under her amended agreement (Feb 27, 2025) .
Performance Compensation
Annual Incentive (STIP) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Max | 2024 Company Outcome | Individual Payout |
|---|---|---|---|---|---|---|
| “Emergent EBITDA” (corn oil, high-protein, clean sugar, FQT, Optimal) | 30% | Product targets | Product targets | Product targets (200%) | 2 of 5 sub-metrics achieved | 91% of target bonus for Mapes ($304,920) |
| Safety (OSHA, DART, permit deviations, training) | 5% | Set targets | Set targets | Set targets (200%) | Achieved 100% on all five initiatives | |
| Run Rate (mm bushels/yr) | 5% | 289 | 308 | 316 | — | |
| ESG – ISS Scoring | 2.5% | 3.00 | 2.67 | 2.33 | — | |
| Product yields (corn oil, protein, ethanol) | 5% | Set targets | Set targets | Set targets (200%) | Avg. 96% of target | |
| Other Operating Initiatives (quantitative) | 27.5% | Set per initiative | Set per initiative | Set per initiative (200%) | 4 of 7 achieved | |
| MBOs / Individual | 25% | Individual attainment | ||||
| STIP Payout Range | — | 50% (threshold) | 80% (NEOs) | 200% (NEOs) | Committee-certified | 91% for Mapes |
2024 bonus for Mapes: $304,920 (91% of $336,000 target) .
Long-Term Incentive (LTIP) – 2024 Grants and Structure
| Element | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSAs | 3/13/2024 | 12,915 | 300,015 | 1/3 each year on 3/13/25, 3/13/26, 3/13/27 | Service-based |
| PSUs | 3/14/2024 | 12,915 (target) | 300,015 (target) | Cliff vest in March 2027 | 3-year goals: absolute stock price ($30/$40/$50 for 50%/100%/200%), EBITDA (threshold/target +35%/max +80%), Protein/Sugar/Carbon ROI (threshold/target +25%/max +50%) |
Historical PSU payouts: 2022, 2023, and 2024 PSU cycles vested/are tracking at 150%, 123%, and 115% of target, respectively, for the cycles that reached vesting in 2022–2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 91,512 shares (<1% of outstanding) as of April 11, 2025 |
| Ownership % | ≈0.13% (91,512 / 67,886,339 shares incl. warrants) based on shares outstanding reference |
| Unvested RSAs (12/31/2024) | 3/14/22: 3,724; 3/9/23: 5,770; 3/13/24: 12,915 |
| Unvested PSUs (12/31/2024) | 3/14/22: 11,173 (cliff 3/14/25); 3/9/23: 8,656 (cliff 3/9/26); 3/14/24: 12,915 (cliff March 2027) |
| 2024 Vesting/Withholding | 34,960 shares vested; tax withholdings on 2/16/24 (13,282), 3/8/24 (1,811), 3/14/24 (1,888) |
| Pledging/Hedging | Officers and directors prohibited from pledging, margin, short sales, derivatives, and hedging; company not aware of any pledges by NEOs/Board |
| Ownership Guidelines | CEO 6x salary; CFO 4x; other NEOs 3x salary; 3-year compliance window (directors 5x retainer) |
Vesting calendar likely to add supply into 2025–2027 via scheduled RSA tranches and PSU cliffs; however, trading is confined to open windows and subject to pre-clearance and ownership/retention policies, which mitigate immediate selling pressure .
Employment Terms
| Provision | Base Terms | Change-in-Control (CoC) Terms | Notes |
|---|---|---|---|
| Agreement | Employment agreement (Feb 3, 2020), amended Feb 27, 2025 | CoC Severance Plan (Aug 2023) | |
| Current Base | $450,000 (effective Mar 1, 2025) | — | Position to be eliminated no later than Dec 31, 2025 unless extended, with specified severance and equity treatment |
| Target Bonus | Participates in STIP; 2024 target 80% of salary | — | |
| Termination (no cause/good reason) | 6 months’ base salary; all outstanding equity vests (PSUs at target) | — | Good reason/”cause” aligned with standard definitions |
| CoC Severance | 2.5x base salary + 2.5x target bonus; up to 18 months health coverage; all equity fully vests (PSUs at target) | Double-trigger equity acceleration if awards assumed under plan; if not assumed, single-trigger vesting upon CoC per plan terms | |
| Clawback | Executive incentive compensation subject to SEC/Nasdaq 10D-1-compliant clawback policy (updated Nov 2023) | — | |
| Non-pledge/Hedging | Prohibited as noted above | — |
Potential payments table (company modeling as of 12/31/2024) implies Mapes’ aggregate value on a termination without cause/good reason of ~$744k and on CoC termination of ~$2.43m, inclusive of equity acceleration at target and health benefits assumptions .
Multi-Year Compensation (as reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 420,000 | 420,000 | 420,000 |
| Stock Awards ($) | 658,536 | 600,034 | 600,031 |
| Non-Equity Incentive Plan Comp ($) | 298,998 | 273,000 | 304,920 |
| All Other Compensation ($) | 31,105 | 31,105 | 35,210 |
| Total ($) | 1,408,639 | 1,324,139 | 1,360,161 |
Compensation Structure Notes (Alignment and Controls)
- Mix and metrics: 2024 NEO pay places a majority at-risk via STIP and LTIP; STIP tied to “Emergent EBITDA,” operating execution (yields, run-rate), safety, ESG (ISS), and MBOs; LTIP is 50% PSUs with forward-looking absolute price, EBITDA, and ROI goals and 50% RSAs .
- Governance and safeguards: Independent consultant (Pay Governance) advising since 2021; robust clawback; prohibitions on pledging/hedging; stock ownership/retention guidelines; no SERP; limited perquisites .
- Say-on-pay: 95% approval at 2024 annual meeting (reflecting investor support for design) .
Performance & Track Record (company context during Mapes’ leadership tenure)
| Year | TSR (Value of $100) | Peer TSR (Value of $100) | Net Loss ($000s) | EBITDA ($000s) |
|---|---|---|---|---|
| 2024 | 61 | 142 | (81,189) | 47,646 |
| 2023 | 163 | 175 | (76,299) | 54,031 |
| 2022 | 198 | 194 | (103,377) | 26,710 |
| 2021 | 225 | 277 | (44,146) | 116,795 |
| 2020 | 85 | 285 | (89,654) | (15,296) |
Execution contributions in 2024 specific to Mapes: legal support for strategic review, carbon initiatives and Birmingham terminal sale; litigation resolution; shareholder engagement; post-GPP integration savings .
Equity Vesting & Potential Selling Pressure (next 24–30 months)
- RSAs scheduled: 3/14/22 final tranche vests 3/14/25 (3,724 shares outstanding at 12/31/24); 3/9/23 tranches vest 3/9/25 and 3/9/26 (5,770 outstanding); 3/13/24 tranches vest 3/13/25, 3/13/26, 3/13/27 (12,915 outstanding) .
- PSUs scheduled (subject to performance certification): 3/14/22 (cliff 3/14/25; 11,173 target outstanding), 3/9/23 (cliff 3/9/26; 8,656 target), 3/14/24 (cliff March 2027; 12,915 target) .
- 2024 Form 4 activity per proxy: vest-driven share issuances with tax withholdings; proxy does not indicate open-market sales by Mapes in 2024 (additional Form 4s not reviewed here) .
Employment Terms (Retention and Transition)
- Feb 27, 2025 amendment: continues employment through no later than Dec 31, 2025; position will be eliminated unless extended; confirms base $450k and standard severance (6 months base) with full vesting of RSAs and PSUs at target upon separation under the amendment .
- Standard protections: six months’ salary on termination without cause/good reason; robust CoC double-trigger economics (2.5x salary and 2.5x target bonus, health benefits, full equity vesting) .
Investment Implications
- Alignment and incentives: Mapes’ pay is materially at-risk with explicit ties to execution levers (Emergent EBITDA, yields, safety, ESG, MBOs) and multi-year PSUs linked to absolute share price, EBITDA and high-value protein/sugar/carbon ROI—strong pay-for-performance alignment if strategic transformation delivers .
- Retention and transition risk: Her role is slated for elimination by year-end 2025 under the amendment, with predefined severance and equity vesting; this reduces retention risk near-term but increases leadership transition risk and creates identifiable vesting-related share supply windows through 2027 .
- Ownership and selling pressure: Beneficial ownership at ~0.13% of shares outstanding and a clear prohibition on pledging/hedging constrain misalignment risk; near-term vesting plus any separation-triggered acceleration could add stock supply, moderated by trading window and ownership/retention policies .
- Execution signal: 2024 bonus at 91% of target reflects strong individual/operational contributions amid mixed company results (EBITDA down; negative net income; weak 2024 TSR), suggesting the committee credited execution progress despite external/commodity headwinds .