Philip Boggs
Chief Financial Officer at GPRE
Executive
About Philip Boggs
Philip B. Boggs (age 49) is Chief Financial Officer of Green Plains Inc., appointed November 1, 2024, after leading Investor Relations since 2019 and previously serving as Treasurer and in finance roles since joining the company in 2009. He holds an MBA from the University of Nebraska at Omaha and a BBA in Finance and Management from Cedarville University, with prior finance roles at Lindsay Corporation and ONEOK Partners . Company performance context: Green Plains’ five-year pay-versus-performance table shows EBITDA variability and TSR cyclicality during the transformation; see metrics below.
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 85 | 225 | 198 | 163 | 61 |
| EBITDA ($000s) | (15,296) | 116,795 | 26,710 | 54,031 | 47,646 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Green Plains Inc. | Chief Financial Officer | Nov 2024–Present | Leads finance amid transformation (CST, UHP protein, carbon strategy); facilitated capital planning and investor outreach during transition . |
| Green Plains Inc. | EVP/SVP, Investor Relations & Finance; Treasurer; various finance roles | 2009–2024 | Investor communications through multi-year strategy shift; treasury/finance leadership supporting growth and portfolio changes . |
| Lindsay Corporation | Controller; Manager, Financial Analysis | Pre-2009 | Industrial controls and capital planning experience . |
| ONEOK Partners | Financial Analyst roles | Pre-2009 | Energy infrastructure financial analysis background . |
External Roles
No public company directorships or external board roles disclosed for Mr. Boggs in the 2025 proxy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (Annualized) | $300,000 | $400,000 (33% increase effective Nov 1, 2024 on CFO appointment) | |
| Target Bonus (% of Salary) | 80% (NEO plan) | 80% | |
| Bonus Range (% of Salary) | 0–200% | 0–200% | |
| Actual Annual Bonus | — | $200,400 (63% of target) |
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Target/Goal Structure | 2024 Outcome vs Target | Payout Mechanics |
|---|---|---|---|---|
| Emergent EBITDA (corn oil, UHP protein, clean sugar, FQT, Optimal) | 30% | Semi-annual targets by product | Achieved on 2 of 5 products | 50%–200% payout per metric; interpolate between levels . |
| Safety (OSHA, DART, permits, training) | 5% | Multi-metric safety goals | 100% on all five initiatives | As above . |
| Run Rate (mm bushels/yr) | 5% | Threshold 289; Target 308; Max 316 | Not quantified in proxy roll-up | As above . |
| ESG – ISS Score | 2.5% | Thr 3.00; Tgt 2.67; Max 2.33 | Not quantified in proxy roll-up | As above . |
| Yields (RCO, Protein, Ethanol) | 5% | Product yield targets | Avg 96% of target | As above . |
| Other Operating Initiatives | 27.5% | Quantitative metrics across 7 initiatives | Achieved 4 of 7 | As above . |
| MBOs / Individual Performance | 25% | Individual objectives | CFO highlights: transition to CFO, capital planning, investor events | As above . |
Result: Boggs’ 2024 bonus paid at $200,400 (63% of target) .
Long-Term Incentives (2024 grants)
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | Mar 13, 2024 | 8,610 | $200,010 | Ratable over 3 years | Service-based . |
| Performance Share Units (PSUs) | Mar 14, 2024 | 8,610 (target) | $200,010 (target) | Cliff at 3 years (Mar 2027) | 2024 PSU goals: absolute stock price ($30/$40/$50 for 50%/100%/200%), Protein/Sugar/Carbon ROI thresholds, and EBITDA hurdles (35%/80% above threshold for target/max) . |
Historical PSU vesting performance: prior PSU cohorts vested at 115% (2024), 123% (2023), and 150% (2022) of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 11, 2025) | 83,630 shares (<1% of class) . |
| Shares Outstanding Basis | 67,886,339 shares (incl. warrants) . |
| Ownership % | ~0.12% (83,630 / 67,886,339) . |
| Unvested RSAs (12/31/24) | 1,432 (3/14/22), 1,924 (3/9/23), 8,610 (3/13/24), 22,105 (11/11/24) . |
| Unvested PSUs (Target, 12/31/24) | 4,298 (3/14/22), 2,886 (3/9/23), 8,610 (3/13/24) . |
| 2024 Vested Stock (realized) | 9,145 shares; $204,365 value; shares withheld for taxes on vesting dates . |
| Ownership Guidelines (CFO) | 4× base salary; compliance period = 3 years from engagement . |
| Hedging/Pledging | Hedging/shorting prohibited; no pledging by officers/directors; 2024 policy clarified family-member pledging exclusion with disclaimed beneficial ownership; company not aware of any pledges by NEOs or directors . |
Employment Terms
| Term | Summary |
|---|---|
| Employment Status | At-will; amended agreement on CFO appointment Nov 1, 2024; change-in-control severance plan entered Nov 4, 2024 . |
| Base/Bonus/Equity Eligibility | Base salary; annual bonus per Compensation Committee objectives; participation in LTIP and benefits . |
| Severance (no CIC) | If terminated without cause or for good reason: 6 months base salary; all outstanding equity fully vests (PSUs settle at target); continued health coverage up to 12 months . Illustrative as of 12/31/24: $200,000 cash; $472,720 equity acceleration; $31,304 health; total $704,024 . |
| Change-in-Control (CIC) | If terminated in connection with CIC: 2.5× base salary + 2.5× target bonus; up to 18 months health; full vesting of all equity (PSUs at target) . Illustrative as of 12/31/24: $1,800,000 cash; $472,720 equity; $46,955 health; total $2,319,675 . |
| Equity Plan Vesting Mechanics | Awards fully vest on change in control if not assumed; if assumed, require “double-trigger” (CIC + qualifying termination within 24 months) . |
| Clawback | Executive compensation recoupment policy (Rule 10D-1 compliant) for 3 years preceding an accounting restatement; SOX clawback obligations also acknowledged . |
| Non-Compete / Non-Solicit | Not disclosed in the proxy –. |
Compensation Structure Observations
- Pay mix: Significant at-risk pay via annual bonus and PSUs; NEO target bonus 80% of salary; PSUs are 50% of LTI and forward-looking with multi-factor goals (stock price, ROI, EBITDA), reinforcing transformation KPIs .
- Risk alignment: No options granted; hedging/pledging prohibited; robust clawback; ownership guideline of 4× salary for CFO supports alignment .
- 2024 bonus calibration: Tight linkage to operating metrics; company-level results mixed (e.g., 2/5 Emergent EBITDA products achieved; yields ~96%; 4/7 operating initiatives) leading to a below-target payout for CFO (63% of target) .
Performance & Track Record
- 2024 execution highlights: Record renewable corn oil yields and UHP protein production; partner ramp-up at Tharaldson MSC; CST deployment; CCS “Advantage Nebraska” progressing; asset sale used to retire term loan .
- TSR/EBITDA context: TSR index fell to 61 in 2024 from 163 in 2023 amid industry and transition dynamics; EBITDA $47.6mm in 2024 vs $54.0mm in 2023 and $26.7mm in 2022, reflecting transformation progress with volatility .
Compensation Peer Group (for benchmarking)
Clean Energy Fuels; CVR Energy; Darling Ingredients; Delek US; H.B. Fuller; Ingredion; Koppers; NewMarket; Par Pacific; Talos Energy; The Andersons (revised over time to reflect business evolution) .
Say-on-Pay & Governance Signals
- 2024 say-on-pay support ~95% of votes cast, indicating strong investor endorsement of the program .
- Policies: No single-trigger equity vesting on CIC; no option repricing; clawback policy updated in 2023; stock ownership/retention policies in place .
Investment Implications
- Alignment: Boggs’ pay structure is performance-heavy (PSUs with stock-price, ROI, and EBITDA hurdles) and constrained by ownership/hedging proscriptions, aligning incentives with value creation and deleveraging/returns from CST, UHP protein, and carbon monetization .
- Retention/turnover risk: Moderate. Base severance is modest (6 months), but CIC protections (2.5× salary+bonus and full vest) are meaningful, suggesting retention through potential strategic actions; double-trigger equity mitigates windfall risk .
- Supply/overhang: Unvested equity (notably 2022–2024 PSUs and RSAs) introduces potential vesting-related sell pressure over 2025–2027, though policy restricts pledging/hedging; 2024 vesting for Boggs was modest (9,145 shares) with tax withholding .
- Execution watch-items: Annual bonus framework emphasizes Emergent EBITDA, yields, and operating initiatives—investors should track commercialization ramps (CST, UHP), CCS milestones (Advantage Nebraska), and EBITDA realization vs targets to gauge future PSU outcomes and bonus payouts .