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Filed by the Registrant ☒
Friday, June 17, 2022
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By order of the board of governors,
Thursday, June 16, 2022.
| | | | By order of the board of governors, | | | | |
| | | | /s/ Paul Enstad PAUL ENSTAD, Chairman | | |
PAUL ENSTAD,
Chairman
Granite Falls, Minnesota
February 21, 2020
Granite Falls Energy, LLC
15045 Highway 23 S.E.
Granite Falls, MN 56241-0216
2020
Friday, June 17, 2022
May 23, 2022.
| Questions and Answers: This section provides answers to frequently asked questions regarding the purpose of the 2022 annual meeting and meeting procedures. • Proxy Proposals: This section provides information and detailed explanation of the proposals to be voted on at the 2022 annual meeting. There is one proposal being presented for your consideration at the 2022 annual meeting: elect three governors from the four nominees listed below to serve on the Company’s board of governors. The three elected governors will serve until the 2025 annual meeting of members and until their successors are elected; and • Required Information: This section provides information that is required by law to be included in the Company’s proxy statement, which has not been included in Sections I and II. |
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SECTION I - QUESTIONS AND ANSWERS ABOUT THE
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Q:Who can attend the 20202022 annual meeting?
| Proxy card. The enclosed proxy card is a means by which a member may authorize the voting of his, her, or its membership units at the 2022 annual meeting. The membership units represented by each properly executed proxy card will be voted at the 2022 annual meeting in accordance with the member’s directions. The Company urges you to specify your choices by marking the appropriate boxes on your enclosed proxy card. After you have marked your choices, please sign and date the enclosed proxy card and return it: |
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Q:
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Q:
Except for Messrs. Johnson and LaVigne, none
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do any of the governor nominees serve as a director of an investment company registered under the Investment Company Act of 1940, as amended. Mr. Johnson serves as one of the Company’s appointed governors to the board of governors of HLBE, our majority-owned subsidiary and a publicly reporting company. Mr. LaVigne serves as one of the Company’s alternate appointed governors to the board of governors of HLBE.
Name | | | Age | | | Year First Became a Governor (if applicable) | | | Term Expires (if applicable) | | |||||||||
Dean Buesing | | | | | 69 | | | | | | 2009 | | | | | | 2022 | | |
Sherry Jean Larson | | | | | 47 | | | | | | 2016 | | | | | | 2022 | | |
Robin Spaude | | | | | 72 | | | | | | 2019 | | | | | | 2022 | | |
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Name |
| Age |
| Year First Became a Governor (if applicable) |
| Term Expires (if applicable) |
| 60 |
| 2013 |
| N/A | |
Kenton Johnson |
| 31 |
| 2013 |
| 2020 |
Bruce LaVigne |
| 69 |
| 2014 |
| 2020 |
Michael Lund |
| 53 |
| 2014 |
| 2020 |
Each of Messrs. Johnson, LaVigne,Buesing and LundSpaude and Ms. Larson are incumbent governors. Mr. Bergquist previously served as a governor from 2013 to 2019.
| Title of Class | | | Name and Address of Beneficial Owner (1) | | | Position with the Company | | | Amount and Nature of Beneficial Ownership (2) | | | Percent of Class (3) | | ||||||
| Governors and Executive Officers | | ||||||||||||||||||
| Membership Units | | | Leslie Bergquist | | | Governor | | | | | 15 units | | | | | | —%* | | |
| Membership Units | | | Dean Buesing (4) | | | Governor, Secretary & Incumbent Nominee | | | | | 635 units | | | | | | 2.07% | | |
| Membership Units | | | Jeffrey Oestmann | | | Chief Executive Officer & General Manager | | | | | — units | | | | | | —% | | |
| Membership Units | | | Paul Enstad (5) | | | Governor & Chairman | | | | | 118 units | | | | | | —%* | | |
| Membership Units | | | David Forkrud(6) | | | Governor | | | | | 10 units | | | | | | —%* | | |
| Membership Units | | | Sherry Jean Larson | | | Governor & Incumbent Nominee | | | | | 5 units | | | | | | —%* | | |
| Membership Units | | | Stacie Schuler(7) | | | Chief Financial Officer | | | | | 5 units | | | | | | —%* | | |
| Membership Units | | | Martin Seifert | | | Alternate Governor | | | | | 2 units | | | | | | —%* | | |
| Membership Units | | | Rodney Wilkison (8) | | | Governor & Vice Chairman | | | | | 100 units | | | | | | —%* | | |
| Membership Units | | | Kenton Johnson | | | Governor | | | | | 10 units | | | | | | —%* | | |
| Membership Units | | | Bruce LaVigne (9) | | | Governor | | | | | 500 units | | | | | | 1.63% | | |
| Membership Units | | | Robin Spaude (10) | | | Governor & Incumbent Nominee | | | | | 95 units | | | | | | —%* | | |
| | | | All Governors, Officers and Nominees as a Group: | | | | | 1,495 units | | | | | | 4.88% | | | |||
| Other Members Owning or Holding 5% or More of Our Outstanding Units: | | | | | | | | | | | | | | ||||||
| Membership Units | | | Glacial Lakes Energy, LLC 301 20th Avenue SE Watertown, SD 57201 | | | | | | | | 5,004 units | | | | | | 16.35% | | |
| Membership Units | | | Fagen Holdings, Inc.(11) 501 W. Highway 212 P.O. Box 159 Granite Falls, MN 56241 | | | | | | | | 4,071 units | | | | | | 13.30% | | |
Name | | | Age | | | Year First Became a Governor | | | Term Expires | | |||||||||
Paul Enstad | | | | | 62 | | | | | | 2000 | | | | | | 2024 | | |
David Forkrud | | | | | 70 | | | | | | 2021 | | | | | | 2024 | | |
Rodney Wilkison | | | | | 67 | | | | | | 2006 | | | | | | 2024 | | |
Dean Buesing | | | | | 69 | | | | | | 2009 | | | | | | 2022 | | |
Sherry Jean Larson | | | | | 47 | | | | | | 2016 | | | | | | 2022 | | |
Robin Spaude | | | | | 72 | | | | | | 2019 | | | | | | 2022 | | |
Kenton Johnson | | | | | 33 | | | | | | 2013 | | | | | | 2023 | | |
Bruce LaVigne | | | | | 71 | | | | | | 2014 | | | | | | 2023 | | |
Leslie Bergquist | | | | | 62 | | | | | | 2013 | | | | | | 2023 | | |
Martin Seifert | | | | | 49 | | | | | | 2011 | | | | * | |
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Airways, Ltd. (having held the position of chief executive officer from 1998 to 2011); the chief executive officer of 972974 Ontario Limited, a private equity mining and real estate company; the chairman of 1009167 Ontario Limited, a private investment holding company; and a vice president of Boundary Waters Land and Timber, a private equity Minnesota real estate development and timber production company that manages 2,800 acres of commercial timber production land in northern Minnesota. Mr. LaVigne also servespreviously served as one of the Company’s alternate appointed governors to the board of governors of HLBE, representing our investment interest in HLBE. Mr. LaVigne was selected as a nominee based on hisLaVigne’s leadership skills and strategic and operational business acumen.
Michael Lund - Incumbent Nominee. Mr. Lund has served as a governor of the Company since 2014. Mr. Lund is the owner of Stony Run Farms, a 3,400 acre corn and soybean farm near Montevideo, Minnesota and the owner of West Central Seeds, Inc., a sales agency for Pioneer Hi-Bred since 1999. From 1990 to 1999, Mr. Lund worked as an agronomist for Golden Harvest Seed Company. He has also served as director of Leenthrop Farmers Mutual Insurance Company since 2005 and currently serves as the president. Mr. Lund also currently serves as the president of the board of Luther Haven Nursing Home. Mr. Lund earned his Bachelor of Science degree in agronomy and agricultural economics at the University of Minnesota, St. Paul and his Master’s degree in corn and soybean production at the University of Wisconsin, Madison. Mr. Lund was selected as a nominee based on his leadership and agricultural experience, in addition to his familiarity with the Company and our business.
Effect of Your Proxy
There are four nominees and three open seats for governor. You may only mark one voting choice with respect to each nominee: “FOR” or “WITHHOLD/ABSTAIN.” THE BOARD HAS DETERMINED THAT EACH NOMINEE IS QUALIFIED TO SERVE AS A GOVERNOR. FOR EACH PROPERLY EXECUTED PROXY CARD WHERE THE MEMBER DOES NOT MARK ANY CHOICES FOR GOVERNOR, THE PROXIES WILL VOTE FOR THE INCUMBENT GOVERNOR NOMINEES KENTON JOHNSON, BRUCE LAVIGNE, AND MICHAEL LUND.
Abstentions (voting “WITHHOLD/ABSTAIN”) will not be counted either for or against any nominee because governors are elected by plurality vote, meaning that the person receiving the most votes will be elected. Abstentions will be included when counting membership units to determine whether a sufficient number of the voting membership units are represented to establish a quorum.
If you mark contradicting choices on your proxy card such as both for and abstain for a nominee, your votes will not be counted with respect to the nominee for whom you marked contradicting choices.
If at the time of the 2020 annual meeting any nominee is unable or declines to serve, the proxies will vote for the election of such substitute nominee as the Board may recommend. Our Board has no reason to believe that any substitute nominee(s) will be required.
Required Vote and Board Determination
In the election of governors, the affirmative vote of a plurality of the membership voting interests is required to elect a nominee to the position of governor. Therefore, the three nominees receiving the greatest number of votes will be elected, regardless of whether any individual nominee receives votes from a majority of the quorum. Members do not have cumulative voting rights.
The Board has determined that each nominee is qualified to serve as a governor.
SECTION III - REQUIRED INFORMATION
SECURITY OWNERSHIP OF GOVERNORS, NOMINEES, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table provides certain information as of February 21, 2020, with respect to the unit ownership of: (i) those persons or groups (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended ) who beneficially own more than beneficial owners owning or holding 5% or more of our outstanding units; (ii) each governor of the Company, (iii) each named executive officer of the Company (as defined in the “Summary Compensation Table” below); and (iv) all officers, governors, and nominees, as a group. Except as noted below, the persons listed below possess sole voting and investment power over their respective units. No family relationships exist among our governors and executive officers.
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Title of Class |
| Name and Address of Beneficial Owner (1) |
| Position with the Company |
| Amount and Nature of Beneficial Ownership (2) |
| Percent of Class (3) | ||
Governors and Executive Officers |
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Membership Units |
| Leslie Bergquist |
| Nominee |
| 15 | units |
| — | %* |
Membership Units |
| Dean Buesing (4) |
| Governor, Secretary |
| 635 | units |
| 2.07 | % |
Membership Units |
| Steve Christensen |
| Chief Executive Officer & General Manager |
| — | units |
| — | % |
Membership Units |
| Paul Enstad (5) |
| Governor & Chairman |
| 125 | units |
| — | %* |
Membership Units |
| Marten Goulet (6) |
| Governor |
| 50 | units |
| — | %* |
Membership Units |
| Sherry Jean Larson |
| Governor |
| 5 | units |
| — | %* |
Membership Units |
| Stacie Schuler |
| Chief Financial Officer |
| 5 | units |
| — | %* |
Membership Units |
| Martin Seifert |
| Alternate Governor |
| 2 | units |
| — | %* |
Membership Units |
| Rodney Wilkison |
| Governor & Vice Chairman |
| 82 | units |
| — | %* |
Membership Units |
| Kenton Johnson |
| Governor & Incumbent Nominee |
| 10 | units |
| — | %* |
Membership Units |
| Bruce LaVigne (7) |
| Governor & Incumbent Nominee |
| 500 | units |
| 1.63 | % |
Membership Units |
| Michael Lund |
| Governor & Incumbent Nominee |
| 10 | units |
| — | %* |
Membership Units |
| Robin Spaude (8) |
| Governor |
| 55 | units |
| — | % |
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| All Governors, Officers and Nominees as a Group: |
| 1,494 | units |
| 4.88 | % | ||
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Other Members Owning or Holding 5% or More of Our Outstanding Units: |
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Membership Units |
| Glacial Lakes Energy, LLC 301 20th Avenue SE Watertown, SD 57201 |
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| 5,004 | units |
| 16.35 | % |
Membership Units |
| Fagen, Inc. 501 W. Highway 212 P.O. Box 159 Granite Falls, MN 56241 |
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| 4,071 | units |
| 13.30 | % |
* Indicates less than 1% ownership.
(1) The address for all governors and named executive officers is the Company’s principal executive offices located at 15045 Highway 23 SE, Granite Falls, Minnesota.
(2)In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any units if he has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of units and “investment power” is the power to dispose or direct the disposition of units, and includes all units held directly as well as by spouses and minor children, in trust and other indirect ownership, over which units the named individuals effectively exercise sole or shared voting or investment power.
(3)The percentages in the table are based on 30,606 Units issued and outstanding as of February 21, 2020.
(4)Includes 287 units owned directly through Dean J. Buesing Revocable Living Trust and 348 units owned indirectly through Barbara J. Buesing Revocable Living Trust with his wife. 550 of these units are pledged as security.
(5)Includes 20 units owned by the Enstad Brothers Partnership and 5 units owned by the Enstad Family Partnership. Mr. Enstad is a partner of both entities.
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(6)Includes 40 units owned jointly with Mr. Goulet’s spouse and 10 units owned indirectly through Jasper Gerald Goulet, Mr. Goulet’s son.
(7)Includes 500 units owned directly by Mr. LaVigne’s spouse.
(8) Includes 55 units owned jointly with Mr. Spaude’s spouse.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers and governors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). Officers, governors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. The Company is required to disclose in this Proxy Statement any failure to file or late filings of such reports with respect to the most recent fiscal year.
Based solely upon a review of copies of forms furnished to the Company or written representations from certain reporting persons that no Form 5s were required for such covered persons, we believe that all Section 16(a) filing requirements applicable to each covered person were satisfied during the 2019 fiscal year, except that the Company has identified that Form 3s on behalf of Mr. Robin Spaude in connection with his election as governor were unintentionally filed late due to inadvertent administrative error.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed below or “Compensation of Governors” and “Compensation of Executive Officers,” we have not entered into any transaction since the beginning of fiscal year 2019 and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest. The term “related person” as defined in Item 404(a) of Regulation S-K refers to our directors, executive officers, holders of more than 5% of our outstanding units and the immediate family members of any of those persons. No direct family relationships exist between any of the governors of the Board, officers, or key employees of the Company.
Related Party Transaction Approval Policy
During fiscal year 2019, we had no written related-party transaction policy. However, our operating and member control agreement requires that all future transactions with related persons will be no less favorable to us than those generally available from unaffiliated third parties and that all such related party transactions must be approved by a majority of the disinterested governors.
Corn Transactions
In the ordinary course of business, we regularly enter into transactions to buy grain. From time to time, we may buy grain from related persons on the same basis as we buy grain from unrelated parties. For the fiscal year ended October 31, 2019, we purchased approximately $4.90 million of corn from board members, consisting of approximately $1.5 million from Enstad Brothers Partnership, of which Paul Enstad is a partner; approximately $2.5 million from Buesing Ag Partnership, of which Dean Buesing is a partner; approximately $470,000 from Prairie View Farms, which is controlled by Kenton Johnson; and approximately $446,000 from Michael Lund.
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BOARD OF GOVERNORS’ AND COMPANY GOVERNANCE
Board Leadership Structure
The Company is managed by a chief executive officer, who is separate from the chairman of the Board. Steve Christensen is our general manager and chief executive officer, while Paul Enstad is the chairman of the Board. Separation of the two offices is not mandated by the Company’s Operating and Member Control Agreement or corporate governance guidelines and policies. However, we have determined that the current separation of the two roles allow our chief executive officer to manage our day-to-day operations while allowing our chairman to focus on leading our Board in its duty to act in our best interests and those of the members. We believe this leadership structure allows our Board to best focus on its oversight role, providing us a perspective that is independent from that of our management and creating checks and balances on the executive officers of the Company.
Our Board reserves the right to determine the appropriate leadership structure from time to time.
Board’s Role In Risk Oversight
Although management is responsible for the day-to-day management of risks to the Company, our full Board is actively involved in providing broad oversight of the Company’s risk management programs. In this oversight role, our Board is responsible for satisfying itself that the risk management processes designed and implemented by the Company’s management are functioning and that the systems and processes in place will bring to its attention the material risks facing the Company to permit the Board to effectively oversee the management of these risks.
A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of our full Board in the risk oversight process allows our Board to assess management’s appetite for risk and also determine what constitutes an appropriate level of risk for the Company. Our Board regularly includes agenda items at its meetings relating to its risk oversight role and meets with various members of management on a range of topics, including corporate governance and regulatory obligations, operations and significant transactions, business continuity planning, succession planning, risk management, insurance, pending and threatened litigation and significant commercial disputes.
While our Board provides broad oversight of the Company’s risk management processes, various committees of the Board oversee risk management in their respective areas and regularly report on their activities to our full Board. Principally, the risk management committee assists our Board in identifying and quantifying methods of mitigating or eliminating risk, principally those relating to commodity prices. Our audit committee focuses on assessing and mitigating financial risk, including internal controls over financial reporting. Our three-member executive board, functioning as our compensation committee, oversees risks and relevant risk controls related to the Company’s compensation policies, programs and procedures, including the incentives they create, to encourage a level of risk-taking behavior consistent with the Company’s business strategy.
We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board leadership structure provides appropriate checks and balances against undue risk taking.
Governors
Our current Board consists of nine elected governors. Under our current Operating and Member Control Agreement, the governors’ terms are staggered such that three governors are up for election each year. Nominees for governor are nominated by our Board, following consideration by our Board’s nominating committee, and then elected by our members.
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The chart below lists the governors whose terms continue after the 2020 annual meeting and the incumbent governor nominees whose terms expire at the 2020 annual meeting. The address for all governors is 15045 Highway 23 S.E., Granite Falls, Minnesota, 56241-0216.
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Name |
| Age |
| Year First Became a Governor |
| Term Expires |
Paul Enstad |
| 60 |
| 2000 |
| 2021 |
Marten Goulet |
| 40 |
| 2012 |
| 2021 |
Rodney Wilkison |
| 65 |
| 2006 |
| 2021 |
Dean Buesing |
| 67 |
| 2009 |
| 2022 |
Sherry Jean Larson |
| 44 |
| 2016 |
| 2022 |
Robin Spaude |
| 70 |
| 2019 |
| 2022 |
Kenton Johnson |
| 31 |
| 2013 |
| 2020 |
Bruce LaVigne |
| 69 |
| 2014 |
| 2020 |
Michael Lund |
| 53 |
| 2014 |
| 2020 |
Martin Seifert |
| 47 |
| 2011 |
| * |
*Pursuant to our current Operating and Member Control Agreement, Mr. Seifert was appointed to serve as an alternate governor by majority vote of our elected governors.
Except for directors Enstad, Goulet, Wilkison, Buesing, Larson, Johnson and LaVigne, none of the directors listed above currently serve on the board of directors of any other company having a class of securities registered under Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act, nor have any of our directors served as directors of an investment company registered under the Investment Company Act. Each of Messrs. Enstad, Goulet, Wilkison, Johnson, and Buesing serves as the Company’s appointed governors to the board of governors of HLBE, our majority-owned subsidiary and a publicly reporting company. Each of governors Larson and LaVigne serves as the Company’s alternate appointed governors to the board of governors of HLBE.
Biographical Information for Governors Continuing in Office
Set forth below is certain information with respect to our governors whose terms continue after the 2020 annual meeting, including the business experience and the experiences, qualifications, attributes or skills, our Board believes qualifies these individuals to serve as governors. Biographical information for the nominee incumbent governors whose terms expire at the 2020 annual meeting may be found above at “SECTION II - PROPOSALS TO BE VOTED UPON,Election of Governors - Information Regarding Nominees.”
Paul Enstad - Governor and Chairman of the Board. Mr. Enstad has served on the Board since its inception in 2000. Mr. Enstad has been farming corn and soybeans near Granite Falls, Minnesota since 1978. He served on the board of directors of Farmers Cooperative Elevator Company, a member of the Company, from 1996 to 2011. Mr. Enstad also serves as one of the Company’s appointed governors to the board of governors of HLBE, as well as the chairman of HLBE. From September 2013 through March 2018 Mr. Enstad served as one of HLBE’s four appointed managers to the board of managers of Agrinatural Gas, LLC, a majority owned subsidiary of HLBE (“Agrinatural”), representing HLBE’s investment interest in Agrinatural. Mr. Enstad is an instrumental member of the Board because of his deep knowledge about the Company and its industry, his valuable leadership to the Company and the Board, and his business experience.
Rodney Wilkison - Governor and Vice Chairman of the Board. Mr. Wilkison was initially appointed to a Board seat in December 2006 and was elected as a governor in 2007. Since 1985, Mr. Wilkison has been the owner and chief executive officer of Wilkison Consulting Service, which provides financial consulting, tax preparation, and monthly accounting services for farmers and small businesses. Prior to starting his consulting business, Mr. Wilkison worked for two different banks for more than eleven years. Mr. Wilkison graduated from Pipestone Area Vocational Technical Institute with a degree in agricultural banking. Mr. Wilkison also serves as one of our appointed governors to the board of governors of HLBE, as well as the vice-chairman and chair of the audit committee of HLBE. Mr. Wilkison has served as a member and chairman of the Company’s audit committee since his election as a governor in 2007. Mr. Wilkison’s prior experience with the Company, his business, financial and accounting knowledge, and his ability to serve as an audit committee financial expert make him a vital member of the Board.
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Dean Buesing - Governor and Secretary of the Board. Mr. Buesing has served as a governor of the Company since 2009. Mr. Buesing and his brother have been farming near Granite Falls since 1973, raising corn and soybeans. Since 1980, he has served as president of Buesing Farms, Inc. He is also president of Buesing-Buesing, LLC, which is a farming operation formed in 2006. In 2007, Buesing Ag Partnership was formed, in which he is a partner with his brother and nephew. Mr. Buesing was a director of Minnesota Corn Processors, LLC, an ethanol production facility located near Marshall, Minnesota, from 1998 until 2002 when it was��acquired by Archer Daniels Midland. While a director of Minnesota Corn Processors, LLC, he also served on the long-range planning and development committee. From 2007 to 2011, Mr. Buesing served as a director and secretary of SW Energy, LLC, a development stage ethanol production facility located near McCook, Nebraska. From 1992 to 2000, he was also a director and treasurer of Yellow Medicine Soybean Growers. He is also currently a member of the Minnesota Soybean and Corn Growers Associations. Mr. Buesing also serves as a governor of HLBE. Mr. Buesing is a member of the executive board and nominating committee for the Company. The Board believes Mr. Buesing’s industry knowledge and experience in the ethanol industryacumen make him a valuable member of the Board.
Marten Goulet - Governor. Mr. Goulet was first elected as a governor in 2012. Since June 2012, Mr. Goulet has been the chief financial officer of Wagner Construction, an underground utility and site development contractor based in International Falls, Minnesota with operations in Arizona, Arkansas, Colorado, Michigan, Minnesota, Montana, South Dakota, North Dakota, and Canada. Prior to joining Wagner Construction, Mr. Goulet spent eight years with Wells Fargo in the Twin Cities managing banking relationships and providing financial services to companies in the construction, manufacturing, wholesaling, and service-related industries with annual revenues of $20 million to $1 billion. Mr. Goulet is the President of Voyageur Capital Group, a private equity fund, and founder of Highland Pellets, which owns and operates a wood pellet plant in Pine Bluff, Arkansas. Mr. Goulet received his bachelors of arts in finance from Bemidji State University and his M.B.A. in accounting from the University of St. Thomas in St. Paul, Minnesota. He also serves as one of our appointed governors to the board of governors of HLBE, as well as a member of the audit committee of HLBE. Mr. Goulet has served as a member of the Company’s audit committee since his election as a governor in 2012. He also serves on the Company’s nominating committee. Mr. Goulet provides value to our Board through his prior experience with the Company along with his business experiences, his education and financial acumen, and his ability to serve as an audit committee financial expert.
Sherry Jean Larson - Governor. Ms. Larson has been a governor of the Company since March 2016. She is a certified public accountant and employed as the Senior Vice President & Controller for Independent Community Bankers of America (ICBA). Her responsibilities include the preparation, organization, and ongoing analysis of all financial information pertinent to ICBA and its subsidiaries. She was the Chief Financial Officer of Quam Construction in Willmar, MN from December 2016 to March 2018. For the 15 years preceding, Ms. Larson was employed as a manager at Christianson & Associates, PLLP (Christianson), a public accounting firm located in Willmar, MN. In her role as a manager at Christianson, she assisted a wide variety of clients in the agricultural and manufacturing industries, including numerous ethanol and other alternative renewable fuels clients, with her primary focus on controller services, financial forecasting, business development, and preparation of business plans. Additionally, from October 2014 to April 2016, as part of her duties with Christianson, Ms. Larson served as the interim chief financial officer for a private ethanol production facility pursuant to a consulting services agreement between Christianson and the ethanol plant facility. Prior to her employment with Christianson, Ms. Larson was employed as a senior accountant by Schlenner Wenner & Co. in St. Cloud, Minnesota from November 1997 to July 2001. She graduated from the University of Evansville with her bachelor’s degree in accounting and from St. Cloud State University with a master’s degree in business administration. Ms. Larson serves as one of our alternate governors to the board of governors of HLBE. She also serves as a member of the Company’s audit committee and nominating committee. Ms. Larson’s business experience, knowledge of the ethanol industry, education and financial acumen make her a valuable member of the Board.
Robin Spaude - Governor. Mr. Spaude was elected as an at-large governor in 2019. Mr. Spaude served as a full-time employee of the Company beginning in July 2005, serving as the Maintenance Manager from July 2005 to September 2006. From September 2006 to March 2019, Mr. Spaude served as the Company’s Plant Manager. As Plant Manager, Mr. Spaude was responsible for daily operations management, as well as execution of numerous project budgets and their implementation, which expanded the plant’s operations. Other major projects included cook, liquefaction, mill, dehydration and boiler capacity expansions; rail loop construction; office building expansion; and budget proposal, bid solicitation, and construction coordination for a storage bin addition. After the plant’s construction, Mr. Spaude’s duties included capital equipment and operating budget forecasts. From March 2001 to July 2005, Mr. Spaude served as an independent contractor providing project and construction coordination services and assisting the Company with permitting, infrastructure, and construction management activities. From May 2008 to September 2009, Mr. Spaude also served as an independent contractor to Highwater Ethanol, LLC, providing project and construction coordinator services. Prior to Mr. Spaude’s work in the ethanol industry, he was employed for 31 years by the Plews Manufacturing Company (a division of the Parker-Hannifin Corp. until its sale of Plews to the Stant Corp.), an automobile aftermarket company, serving as a Director of Manufacturing and Engineering. In this role, Mr. Spaude had multiple plant manufacturing and engineering responsibilities in the U.S. and Mexico. During his time with the Plews Division, Mr. Spaude’s work played a role in the sales and manufacturing growth from $24 million to $85 million over the course of seven years, via competitor acquisition, consolidation, and lean manufacturing strategies. Mr. Spaude is a retired Army Reserve officer of 20
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years’ continuous service in ordinance and logistics. He also served as the Airport Commission chairman from 1988 to 2007 for the Granite Falls Airport, which involved site selection, construction, and public operations. Mr. Spaude graduated from Minnesota West Community and Technical College in Granite Falls, with a degree in Industrial Drafting and Design Technology. He has also completed numerous continuing education courses in engineering and business management over the course of his career. Mr. Spaude serves on the nominating committee of the Company and also provides value as a member of the Board based on his business experience in the ethanol industry and prior involvement with and knowledge of the Company.
Martin Seifert - Alternate Governor.Mr. Seifert was first appointed by the Board as an alternate governor in May 2011. Since December 2014, Mr. Seifert has been employed as a lobbyist with the firm of Flaherty and Hood, P.A. in St. Paul, Minnesota. Previously, he was the executive director of the Avera Marshall Foundation from 2010 to 2013, which provides financial support for the Marshall Regional Medical Center hospital and long term care facility. Mr. Seifert has also been a realtor with Real Estate Retrievers from 2010 to 2014. Mr. Seifert was a member of the Minnesota House of Representatives from 1996 to 2011. He also served as minority leader in the Minnesota House of Representatives from 2006 to 2009. Mr. Seifert graduated from Southwest Minnesota State University in 1995 with a Bachelor of Arts in political science. Mr. Seifert alsopreviously served as an alternate appointed governor of HLBE and serves on the board of directors of Catholic United Financial. Mr. Seifert provides significant assistance to our Board in the Company’s interaction with all levels of local and state government and also provides an independent, long-term view of the further development of Company’s site and business.
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Compensation Committee
Lee Uldbjerg.
2021.
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The audit committee is exempt from the independence listing standards because the Company’s securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. However, our audit committee
2021.
Marten Goulet
| Category | | | Fiscal Year | | | Fees | |
| | Audit Fees(1) | | | | | | 2021 | | | | | | $ | $268,562 | | | |
| | | | | | | | 2020 | | | | | | $ | 167,440 | | | |
| | Tax Fees(2) | | | | | | 2021 | | | | | | $ | 25,740 | | | |
| | | | | | | | 2020 | | | | | | $ | 28,620 | | | |
| | All Other Fees(3) | | | | | | 2021 | | | | | | $ | 14,560 | | | |
| | | | | | | | 2020 | | | | | | $ | 17,240 | | | |
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| Fees | |
Audit Fees(1) |
| 2019 |
| $ | 144,500 |
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| 2018 |
| $ | 129,000 |
Tax Fees(2) |
| 2019 |
| $ | 23,200 |
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| 2018 |
| $ | 21,700 |
All Other Fees(3) |
| 2019 |
| $ | 28,400 |
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| 2018 |
| $ | 37,000 |
(1)
2020.
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mileage at IRS approved rates. For fiscal year 2019,2021, we paid Uldbjerg Consulting LLC a total of approximately $287 and an additional approximately $291 subsequent to the end of the 2019 fiscal year$447 for his services on our nominating committee.
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January 23, 2023.
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Compensation Committee
2021.
quarter (with no additional per-meeting compensation). Additionally, we also pay $300 for committee or other additional meetings (excluding audit committee meetings) of greater than four hours in length; $150 for attending committee or other additional meetings (excluding audit committee meetings) less than four hours in length.
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Governor | Fees Earned or Paid in Cash ($) (1) | Additional Compensation ($) (2) | Total Compensation ($) | |||||
Paul Enstad | $ | 21,875 |
| $ | 22,387 | (3) | $ | 44,262 |
Rodney Wilkison | $ | 19,250 |
| $ | 20,319 | (4) | $ | 39,569 |
Dean Buesing | $ | 21,375 |
| $ | 16,685 | (5) | $ | 38,060 |
Marten Goulet | $ | 17,000 |
| $ | 34,412 | (6) | $ | 51,412 |
Robin Spaude | $ | 10,125 |
| $ | 121 |
| $ | 10,246 |
Sherry Jean Larson | $ | 19,250 |
| $ | 10,172 | (7) | $ | 29,422 |
Kenton Johnson | $ | 15,375 |
| $ | 15,250 | (8) | $ | 30,625 |
Bruce LaVigne | $ | 13,750 |
| $ | 16,185 | (9) | $ | 29,935 |
Michael Lund | $ | 15,125 |
| $ | 2,826 |
| $ | 17,744 |
Marty Seifert | $ | 14,125 |
| $ | 619 |
| $ | 14,744 |
Leslie Bergquist | $ | 4,750 |
| $ | 11,647 | (10) | $ | 16,397 |
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| | Governor | | | | Fees Earned or Paid in Cash ($) (1) | | | | Additional Compensation ($) (2) | | | | Total Compensation ($) | | | |||||||||
| | Paul Enstad | | | | | $ | 23,500 | | | | | | $ | 18,327 (3) | | | | | | $ | 41,827 | | | |
| | Rodney Wilkison | | | | | $ | 20,425 | | | | | | $ | 18,370(4) | | | | | | $ | 38,795 | | | |
| | Dean Buesing | | | | | $ | 22,375 | | | | | | $ | 13,378(5) | | | | | | $ | 35,753 | | | |
| | Marten Goulet(6) | | | | | $ | 7,425 | | | | | | $ | 14,550(7) | | | | | | $ | 21,975 | | | |
| | Robin Spaude | | | | | $ | 16,450 | | | | | | $ | 13,288(8) | | | | | | $ | 29,738 | | | |
| | Sherry Jean Larson | | | | | $ | 17,688 | | | | | | $ | 894 | | | | | | $ | 18,582 | | | |
| | Kenton Johnson | | | | | $ | 16,788 | | | | | | $ | 12,334(9) | | | | | | $ | 29,602 | | | |
| | Bruce LaVigne | | | | | $ | 8,963 | | | | | | $ | 1,717 | | | | | | $ | 10,680 | | | |
| | Martin Seifert | | | | | $ | 15,100 | | | | | | $ | 12,543(10) | | | | | | $ | 27,643 | | | |
| | David Forkrud | | | | | $ | 10,713 | | | | | | $ | 375 | | | | | | $ | 11,088 | | | |
| | Leslie Bergquist | | | | | $ | 17,913 | | | | | | $ | 9,342(11) | | | | | | $ | 27,255 | | | |
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below is 15045 Highway 23 S.E., Granite Falls, Minnesota, 56241-0216.56241-0216. There are no arrangements or understandings between any of the Company’s executive officers and any other persons pursuant to which he or she was selected as an executive officer.
Name | | | Age | | | |||||
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| Position(s) Held with the Company | | | Length of Service | | ||||
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| 58 | | | Chief Executive Officer and General Manager | | | Since | |
Stacie Schuler | |
| 49 | | | Chief Financial Officer | | | Since July 2005 | |
Eric Baukol | |
| 39 | | | Risk Manager | | | Since June 2010 | |
Cory Heinrich | |
| 37 | | | Plant Manager | | | Since March 2019 | |
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The executive board:
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Bonus Plan. For our 20202021 will be comprised of the same principal components. We have entered into employment agreements with the Company’s previous chief executive officer, Mr. Christensen, (ourour current chief executive officer)officer, Mr. Oestmann and Ms. Schuler (our chief financial officer). These components have been included in the employment agreements with our executive officers, as well as in Company policies.“New CEO“CEO Bonus Plan”). The Company’s previous chief executive officer and general manager, SteveMr. Christensen, iswas the sole participant in the Plan. The CEO bonus plan replaces in its entirety the prior CEO bonus plan, of which Mr. Christensen was the sole participant. New CEO Bonus Plan, the Company will pay our chief executive officerpaid Christensen an annual bonus equal to one quarter of one percent (0.25%) of the annual consolidated net income of the Company, as reported in the Company’s annual audited consolidated financial statements. The bonus is generallywas to be assessed each year as of the end of the then current fiscal year (October 31), once the Company’s auditors have completed their annual audit of the Company’s consolidated financial statements.statements. Under the Plan, the bonus payments will bewere paid in a cash lump sum payment within ninety (90) days following the end of the fiscal year (October 31). In order to receive a bonus payment, the chief executive officer must be, provided that Christensen was actively employed with the Company on the last day of the fiscal year.20192021 fiscal year, the Board did not approveMr. Christensen was awarded a bonus payment forof $57,800 pursuant the CEO Bonus Plan.Chief Executive Officer underfiscal year 2021, Mr. Oestmann was awarded a bonus of $78,736 pursuant to the New CEO Bonus Plan.20192021 fiscal year, our Board awarded a bonus of $9,400$40,049 to our chief financial officer, or approximately 5.4%18.5% of her base wages. The foregoing bonus was awarded by the Board to our chief financial officer as part of an employee incentive program adopted by our board.
2021.
(the “CFO Employment Agreement”).
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is terminated for “cause” by the Company, the employeeshe has no right, and Company has no obligation, to continue salary or health insurance benefits after the date of termination. In addition, the Company may terminate the employment agreementsCFO Employment Agreement upon sixty days’ notice and payment of twelve months salary in the event of certain change in control events, which include the sale of substantially all of the Company’s assets, the sale of a majority of the Company’s outstanding membership units and the merger or consolidation of the Company with another.
Potential Payments upon Termination or Change in Control
If our chief executive officer would have been dismissed without cause on October 31, 2019, and assuming that there was no reduction for salary earned in other employment, the Company estimates that it would have provided salary and health care benefits over
If our chief financial officer would have been dismissed without cause on October 31, 2019, and assuming that there was no reduction for salary earned in other employment, the Company estimates that it would have provided salary and health care benefits over a twelve-month period of approximately $174,000 pursuant to ourhis employment agreement with our chief financial officer. Assuming that our chief financial officer would have been dismissed due to a change in control event on Octoberthrough December 31, 2019, the Company estimates that it would have paid a lump sum in the amount of approximately $174,000.2021.
Perquisites and Other Personal Benefits
We have traditionally provided named executive officers with perquisites and other personal benefits that the executive board believes are reasonable and consistent with our overall compensation program and are provided to all employees. Except for a Company-owned vehicle provided to Mr. Christensen, our chief executive officer, we do not provide any material executive perquisites. The executive board believes that the use of a Company-owned vehicle, including all costs incurred in the use of the vehicle, are consistent with market practices and necessary for him to effectively serve as the chief executive officer of the Company.
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Summary Compensation Table
| | Name and Principal Position | | | | Year | | | | Salary | | | | Discretionary Bonus(1)(2) | | | | Non-equity Incentive Plan Compensation (3)(4)(5) | | | | All Other Compensation(6)(7)(8) | | | | Total | | |
| | Jeffrey Oestmann, CEO | | | | 2021 | | | | $ 115,552 | | | | $ 22,575 | | | | $ 78,736 | | | | $6,506 | | | | $ 223,368 | | |
| | Steve Christensen, CEO | | | | 2021 | | | | $ 268,594 | | | | $ — | | | | $ 57,800 | | | | $38,531 | | | | $ 364,925 | | |
| | | | | | 2020 | | | | $ 262,602 | | | | $ 30,000 | | | | — | | | | $48,598 | | | | $ 341,200 | | |
| | | | | | 2019 | | | | $ 277,216 | | | | $ — | | | | — | | | | $48,785 | | | | $ 326,001 | | |
| | Stacie Schuler, CFO | | | | 2021 | | | | $ 216,500 | | | | $ — | | | | $ 40,049 | | | | $8,152 | | | | $ 264,701 | | |
| | | | | | 2020 | | | | $ 219,158 | | | | $ — | | | | $19,439 | | | | $9,353 | | | | $ 247,950 | | |
| | | | | | 2019 | | | | $ 174,046 | | | | $ — | | | | $9,400 | | | | $16,333 | | | | $ 199,779 | | |
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Name and Principal Position | Year | Salary | Bonus | Non-equity Incentive Plan Compensation(1)(2) | All Other Compensation(3)(4) | Total | ||||
Steve Christensen, CEO | 2019 | $ | 277,216 | $ | — | — | $ | 48,785 | $ | 326,001 |
| 2018 | $ | 230,676 | $ | — | 8,441 | $ | 46,121 | $ | 285,238 |
| 2017 | $ | 208,627 | $ | — | 65,875 | $ | 56,471 | $ | 330,973 |
Stacie Schuler, CFO | 2019 | $ | 174,046 | $ | — | 9,400 | $ | 16,333 | $ | 199,779 |
| 2018 | $ | 159,387 | $ | — | 28,998 | $ | 17,630 | $ | 206,015 |
| 2017 | $ | 144,324 | $ | — | 28,045 | $ | 19,021 | $ | 191,390 |
(4)
CEO Pay Ratio
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Steve Christensen, our Chief Executive Officer.
For 2019, our last completed fiscal year:
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Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 4.18 to 1.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:
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TheGranite Falls Energy, LLC MEMBER NAME 2022 annual meeting — Friday, June 17, 2022 NUMBER OF UNITS For Unit Holders as of April 1, 2022 TELEPHONE NUMBER Proxy Solicited on Behalf of the Board of Governors Vote by Mail or Facsimile: 1) Read the Proxy Statement 2) Check the appropriate boxes on the proxy card 3) Sign and date the proxy card 4) Return the proxy card in the envelope provided or via fax to (320) 235-5962 or mail to Christianson PLLP, Attention: Christina Boike at 302 SW 5th St, Willmar, MN 56201. It must be received by Christianson PLLP no later than 5:00 p.m. on Thursday, June 16, 2022.PROPOSAL 2: Election Of Three Governors. You may vote for three (3) nominees by marking the “FOR” boxes. For Withhold / Abstain Dean Buesing ☐ PLEASE INDICATE YOUR SELECTION BY FIRMLY PLACING AN “X” IN THE APPROPRIATE BOX WITH BLUE OR BLACK INK Sherry Jean Larson ☐ ☐ Robin Spaude ☐ ☐ In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof. ☐ GRANT AUTHORITY ☐ WITHHOLD AUTHORITYThe undersigned hereby appoints Paul Enstad and RodneyRod Wilkison and each of them, with full power of substitution, and hereby authorizes them to represent the undersigned and to vote all of the units of GRANITE FALLS ENERGY, LLC held of record by the undersigned on February 28, 2020,April 1, 2022, at the annual meeting of members to be held on Thursday, March 19, 2020,Friday, June 17, 2022, commencing at 9:00 a.m. at Prairie’s Edge Casino Resort, 5616 Prairie’s Edge Lane, Granite Falls, Minnesota, and any postponements or adjournments thereof.
When properly executed, this proxy will be voted in the manner directed by the undersigned member(s). If no direction is given, the proxy will be voted FOR the incumbent nominees Kenton Johnson, Bruce LaVigne,Dean Buesing, Sherry Jean Larson, and Michael LundRobin Spaude with respect to Proposal 1 and, at the discretion of the proxy holder, upon such other matters as may properly come before the meeting or any adjournment thereof. Proxies marked abstain are counted only for purposes of determining whether a quorum is present at the meeting. The proxies cannot vote your units unless you sign and return this card. For your proxy card to be valid, it must be received by Christianson PLLP by 5:00 p.m. on Tuesday, March 17, 2020,Thursday, June 16, 2022, or by submitting the proxy card in person when registering at the 20202022 annual meeting. You may revoke your proxy by: (1) Votingvoting in person at the 20202022 annual meeting; or (2) Givinggiving written notice of revocation, which is received by Christianson PLLP by 5:00 p.m. on Tuesday, March 17, 2020.Thursday, June 16, 2022. Please sign exactly as name(s) appear(s) on your membership unit certificate(s). SIGNATURE BLOCK FOR INDIVIDUALSOR JOINT OWNERS* SIGNATURE BLOCK FOR ENTITIES**(Corporation, Partnership, Trust, IRA) Signature (1): Entity Name: Print Name: Date: Signature: Signature (2): Signor Name: Print Name: Title: Date: Date: *If membership units are held jointly, each owner should sign this proxy. **If signing as an executor, administrator, trustee, custodian, guardian, officer, director, manager, partner etc., you should so indicate.
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