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Posted 22 December, 2023

Benson Hill, Inc. appointed Adrienne Elsner as new CEO

NYSE:BHIL appointed new Chief Executive Officer Adrienne Elsner in a 8-K filed on 22 December, 2023.


  As previously disclosed, on June 15, 2023, the Board of Directors (the "Board") of Benson Hill, Inc. (the "Company") appointed Adrienne Elsner as the Company's Interim Chief Executive Officer and, in connection therewith, entered into an interim employment agreement with Ms. Elsner effective as of June 16, 2023 (the "Interim Employment Agreement").  

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Overview of Benson Hill, Inc.
Business/Consumer Services • Diversified Business Services
Benson Hill, Inc. engages in the provision of food technology business. It operates through the following segments: Fresh and Ingredients. The Fresh segment is focused on growing, packing and selling fresh produce products to major retail and food service customers. The Ingredients segment is focused on commercializing soybean and yellow pea products, including soy-based specialty vegetable oils, aquaculture and animal feed, and ultra-high protein soy-based ingredients that have the potential to eliminate costly water and energy intensive processing associated with producing products for the food and feed markets, alleviating supply constraints to help bring plant-based proteins to scale. The company was founded in 2012 and is headquartered in Evanston, IL.
Market Cap
$40.3M
View Company Details
Benson Hill, Inc. by TradingView
Relevant filing section
Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


CEO Employment Agreement

As previously disclosed, on June 15, 2023, the Board of Directors (the "Board") of Benson Hill, Inc. (the "Company") appointed Adrienne Elsner as the Company's Interim Chief Executive Officer and, in connection therewith, entered into an interim employment agreement with Ms. Elsner effective as of June 16, 2023 (the "Interim Employment Agreement"). 

As also previously disclosed, on October 31, 2023, the Board appointed Ms. Elsner as Chief Executive Officer of the Company. In connection with this appointment, effective as of December 22, 2023, the Company and Ms. Elsner entered into a new employment agreement (the "CEO Employment Agreement"), which supersedes and replaces the Interim Employment Agreement. The CEO Employment Agreement sets forth the principal terms and conditions of Ms. Elsner's employment as the Company's Chief Executive Officer, including her duties and obligations to the Company. The CEO Employment Agreement will remain in force and effect until terminated in accordance with the provisions of Section 4 therein. 

Under the CEO Employment Agreement, Ms. Elsner is entitled to, among other things: (i) an annual base salary of $550,000 (which annual base salary remains unchanged from the Interim Employment Agreement), subject to adjustment by the Board; (ii) retain the restricted stock unit award granted to her pursuant to the Interim Employment Agreement, which award represents the right to receive 735,244 shares of the Company's common stock and is scheduled to vest in full on June 15, 2024, subject to the terms and conditions of the applicable award agreement; (iii) a housing allowance of $3,000 per month, grossed up for taxes; and (iv) participate in all employee benefit plans, practices, and programs, including fringe benefits and perquisites, that are maintained by the Company.

Under the CEO Employment Agreement, Ms. Elsner is eligible to receive, among other things: (i) an annual cash bonus equal to approximately 125% of her applicable base salary, subject to achievement of certain Company and individual performance metrics as may be established by the Board or the compensation committee of the Board (the "Compensation Committee"); (ii) equity awards under the Company's 2021 Omnibus Incentive Plan and the Company's long-term equity incentive plan; and (iii) a one-time equity bonus of 1,000,000 shares of restricted stock, conditioned on vesting schedules and the satisfaction of certain performance criteria set by the Board or the Compensation Committee, as provided in the applicable award agreement. Ms. Elsner is entitled to certain additional payments and other rights if she is terminated without cause (as defined in the CEO Employment Agreement), resigns for good reason (as defined in the CEO Employment Agreement), or certain change in control (as defined in the CEO Employment Agreement) events occur. The CEO Employment Agreement contains customary non-competition, non-disparagement, and non-solicitation provisions.

The Company has agreed to reimburse Ms. Elsner's reasonable and documented attorney fees to provide legal advice to Ms. Elsner in connection with the review and execution of the CEO Employment Agreement up to an amount equal to $40,000.


The foregoing summary of the CEO Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the CEO Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Equity Retention Award Grants

On December 21, 2023, the Compensation Committee approved the grant of special one-time equity retention awards to certain employees, including Jason Bull, the Company's Chief Technology Officer. The special one-time equity retention awards consist of performance-based restricted stock units that will vest pursuant to time and performance criteria determined by the Compensation Committee. The achievement of such performance criteria will be determined in the sole discretion of the Compensation Committee. Mr. Bull's performance-based restricted stock units represent the right to receive 500,000 shares of the Company's common stock.