Patrick Sweeney
Director at GPRE
Board
About Patrick Sweeney
Patrick Sweeney, age 35, was appointed as an independent director of Green Plains Inc. on April 14, 2025, as part of a board refresh tied to strategic expertise in capital allocation and transactions. He is a Director and Portfolio Manager in Ancora Holdings Group LLC’s Alternatives group (activist strategy), with prior roles as an equity analyst at Ancora and Corporate Banking Analyst at PNC Financial Services; he holds a B.S. in Finance from John Carroll University . The Board has determined all current non‑employee directors, including Sweeney, are independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure (dates if disclosed) | Committees/Impact |
|---|---|---|---|
| Ancora Holdings Group LLC | Director, Portfolio Manager (Alternatives – activist strategy) | Not disclosed | Activist investing experience; capital markets and strategy expertise |
| Ancora Holdings Group LLC | Equity Analyst (Alternatives) | Not disclosed | Research and idea generation for activist strategies |
| PNC Financial Services | Corporate Banking Analyst (Healthcare & Public Finance) | Not disclosed | Corporate banking for large healthcare providers and municipalities |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships listed for Sweeney |
Board Governance
- Committee assignments: None currently; Sweeney is a director nominee with no stated committee memberships as of the proxy date .
- Independence: Board affirmed independence for all non‑employee directors .
- Years of service: Director since 2025; up for election to serve until the 2026 annual meeting .
- Attendance: 2024 attendance rates are disclosed for then‑serving directors; Sweeney was not on the Board in 2024. The Board held 4 regular and 15 special meetings; executive sessions occurred at each regular meeting .
- Board structure: Audit, Compensation, and Nominating & Governance committees are established; Risk and Strategic Planning committees are being formed .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non‑employee directors |
| Restricted stock | $135,000 grant value | Annual restricted stock grant; one‑year vest |
| Committee chair retainers | Board Chair $20,000; Audit $20,000; Nominating & Governance $15,000; Compensation $10,000 | Added to base retainer if applicable |
| Meeting fees | None disclosed | Structure relies on retainers; no per‑meeting fees disclosed |
Stock ownership guidelines for directors: Minimum investment equal to 5x annual cash retainer; compliance window of 3 years from joining the Board. Unvested restricted stock counts; unvested performance awards do not. Enforcement evidenced by restrictions on selling if not in compliance (example cited for another director) .
Performance Compensation
Directors do not receive performance‑linked pay; equity grants are time‑based restricted stock with one‑year vesting. No options or PSUs are granted to directors per the disclosed director compensation framework .
| Performance Metric | Use in Director Compensation | Source |
|---|---|---|
| None | Director compensation not tied to performance metrics; restricted stock vests time‑based |
Other Directorships & Interlocks
| Entity | Relationship | Detail | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Ancora Holdings Group LLC | Employer | Sweeney is a Director/PM in the Alternatives group | Ancora beneficially owns ~6.1% of GPRE via funds/SMAs per Schedule 13D/G aggregation; cooperation agreement added three Ancora‑linked independent directors (including Sweeney) |
| Green Plains Inc. | Issuer | Board refresh expanded to ten before returning to eight; all nominees independent | Governance signaling: responsiveness to shareholder input; oversight of strategy and risk |
Expertise & Qualifications
- Capital markets, M&A/partnerships, strategy development, audit/risk/cyber, legal/regulatory/government relations, public company governance/sustainability experience profile .
- Activist portfolio management background brings shareholder perspective, capital allocation discipline .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Source/Notes |
|---|---|---|---|
| Ancora Holdings Group, LLC (grouped funds/SMAs) | 4,151,058 | 6.1% | Schedule 13D/G data; shared voting/dispositive power across entities; details in note (i)–(x) |
| Patrick Sweeney (director) | 36,336 | <1% | Form 4 filings in June 2025 reflect beneficial holdings; see EDGAR and SECDatabase filings |
| Directors/Executives as a group (12 persons) | 702,179 | 1.0% | Group data as of April 11, 2025; excludes Sweeney due to timing of appointment |
Ownership alignment policies:
- Pledging and hedging: Directors/officers prohibited from pledging/hedging Company securities; prior exceptions revoked. Clarification allows pledging by a family member only with beneficial ownership disclaimer and no sharing of MNPI. Company not aware of any pledging by directors/NEOs .
- Insider trading windows and pre‑clearance enforced; comprehensive policy scope .
Insider Trades (Patrick Sweeney)
| Date | Form | Summary | Source |
|---|---|---|---|
| May 1, 2025 | Form 3 | Initial statement of beneficial ownership upon joining Board | (EDGAR) |
| June 9, 2025 | Form 4 | Reported beneficial holdings/changes; director status | |
| June 10, 2025 | Form 4 | Subsequent filing reflecting holdings | (aggregator) |
Note: Form 4 aggregator pages indicate 36,336 shares beneficially owned in June 2025; consult the EDGAR XML for precise footnotes on direct vs. indirect holdings and any disclaimers .
Governance Assessment
- Board effectiveness and independence: Sweeney adds investor perspective and capital markets expertise; committees are fully independent; Board emphasizes strategy, risk oversight, sustainability, and investor engagement .
- Compensation/ownership alignment: Director pay is modest, retainer‑based, with time‑based restricted stock and rigorous stock ownership guidelines (5x retainer within 3 years), promoting alignment without pay‑for‑performance distortion for directors .
- Potential conflicts and signals:
- Ancora’s 6.1% stake and cooperation agreement that added Sweeney and two others to the Board signal investor influence; mitigants include independence determinations, robust related‑party/insider policies, and no related‑party transactions in 2024 .
- Pledging/hedging prohibitions reduce misalignment risk; strong insider trading controls support investor confidence .
- Attendance/engagement: While Sweeney’s 2024 attendance is not applicable, the Board’s high meeting cadence and executive sessions support strong governance hygiene .
Related Party & Policy Notes
- Related party transactions: None in 2024; transactions with “related parties” require Audit Committee review and approval under formal policy .
- Clawback: Board adopted and updated compensation clawback policy (Rule 10D‑1 compliance) reinforcing accountability; primarily applicable to executives .
Say‑on‑Pay & Shareholder Feedback (context for governance quality)
- Say‑on‑pay support: ~95% approval in 2024, indicating positive investor sentiment toward compensation governance .
- Engagement outcomes: Board refresh via cooperation with Ancora; continued focus on decarbonization strategy and operational excellence, reflecting responsiveness to shareholder input .
Director Stock Ownership Guidelines & Compliance Window
| Policy Element | Requirement | Enforcement |
|---|---|---|
| Non‑employee director ownership | 5x annual cash retainer | 3‑year compliance window; sales restricted if out of compliance (example noted) |
Committee Assignments Snapshot (Board‑wide, for context)
| Committee | 2024 Members | Meetings | Notes |
|---|---|---|---|
| Audit | Salinas (Chair), Knudsen, Treuer, Wagner | 7 | Financial reporting, internal controls, cybersecurity oversight |
| Compensation | Peterson (Chair), Anderson, Aslam | 8 | Exec/Director compensation; independent consultant (Pay Governance) |
| Nominating & Governance | Wagner (Chair), Salinas, Treuer (Grassi added 4/14/25) | 4 | Director nominations, governance, sustainability oversight |
Sweeney had no committee assignment as of the proxy; future committee placements may follow Board formation of Risk and Strategic Planning committees .
RED FLAGS and Watch Items
- Interlock/Influence: Employment at a major shareholder (Ancora) that secured Board refresh via cooperation agreement may raise perceived influence risks; monitor Board independence in practice and any future related‑party disclosures .
- Ownership concentration: Ancora’s aggregated 6.1% position and activist posture could influence strategic direction; potential upside in capital discipline but watch for conflicts with minority shareholders .
- Pledging/Hedging: Policy robust; no pledging by directors/NEOs reported—positive signal .