Document

DEF 14A 1 bensonhillincproxystatemen.htm DEF 14A 2022 PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12



BENSON HILL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

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Total fee paid:

☐

Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

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Form, Schedule or Registration Statement No.:

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Filing Party:

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Date Filed:


Sincerely,
/s/ Matthew B. Crisp
Matthew B. Crisp
Chief Executive Officer and Director


Date, Time and Place:		The Annual Meeting will be held on Monday, June 13, 2022 at 10:00 a.m. Central Time via live webcast on the internet at www.virtualshareholdermeeting.com/BHIL2022.

Items of Business:	1.	To elect the nine (9) nominees identified in the accompanying proxy statement to serve as directors for the ensuing year (Proposal No. 1);
	2.	To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Benson Hill, Inc. for the fiscal year ending December 31, 2022 (Proposal No. 2);
	3.	To approve the Company’s 2022 Employee Stock Purchase Plan (Proposal No. 3); and
	4.	To transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date:		Only stockholders of record at the close of business on April 14, 2022 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Proxy Voting:		Holders of our common stock are entitled to one vote for each share of common stock held as of the above record date.
		For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://investors.bensonhill.com or, if you are a registered holder, contact our transfer agent, Continental Stock Transfer and Trust Company, through its website at www.continentalstock.com or by phone at 212.509.4000.


April 27, 2022
By Order of the Board of Directors,
/s/ Daniel Jacobi
Daniel Jacobi
Chairperson of the Board


			Page
INFORMATION ABOUT SOLICITATION AND VOTING			1
INTERNET AVAILABILITY OF PROXY MATERIALS			1
QUESTIONS AND ANSWERS ABOUT THE MEETING			2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			2
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			8
PROPOSAL ONE: ELECTION OF DIRECTORS			9
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			15
REPORT OF THE AUDIT AND RISK COMMITTEE			17
PROPOSAL THREE: APPROVAL OF THE 2022 EMPLOYEE STOCK PURCHASE PLAN			17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			22
EXECUTIVE OFFICERS			26
EXECUTIVE COMPENSATION			28
EQUITY COMPENSATION PLAN INFORMATION			37
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			39
DELINQUENT SECTION 16(A) REPORTS			39
ADDITIONAL INFORMATION			40
OTHER MATTERS			40
APPENDIX A—2022 EMPLOYEE STOCK PURCHASE PLAN			A-1


Q:						What is Benson Hill?
A:						On September 29, 2021 (the “Closing Date”), Star Peak Corp II (“STPC”), a special purpose acquisition company, consummated a merger pursuant to that certain Agreement and Plan of Merger, dated May 8, 2021 (the “Merger Agreement”), by and among STPC, STPC II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of STPC (“Merger Sub”), and Benson Hill, Inc., a Delaware corporation (“Legacy Benson Hill”).

						Pursuant to the terms of the Merger Agreement, a business combination between STPC and Legacy Benson Hill was effected through the merger of Merger Sub with and into Legacy Benson Hill, with Legacy Benson Hill surviving the transaction as a wholly-owned subsidiary of STPC (the “Merger”).

						On the Closing Date, STPC changed its name to Benson Hill, Inc. (which we sometime refer to as “New Benson Hill”) and Legacy Benson Hill changed its name to Benson Hill Holdings, Inc.


Q:		What is the purpose of the meeting?
A:		At the meeting, stockholders will act upon the proposals described in this Proxy Statement.

Q:		What proposals are scheduled to be voted on at the meeting?
A:		Stockholders will be asked to vote on the following three proposals at the meeting:
	1.	to elect the nine directors identified in this Proxy Statement to serve for a one-year term or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal;
	2.	to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and
	3.	to approve the Company’s 2022 Employee Stock Purchase Plan.

Q:		Could matters other than Proposal One, Proposal Two, and Proposal Three be decided at the meeting?
A:		Our second amended and restated bylaws, or Bylaws, require that we receive advance notice of any proposal to be brought before the meeting by stockholders of Benson Hill, and we have not received notice of any such proposals. If any other matter were to come before the meeting, the proxy holders appointed by our Board of Directors will have the discretion to vote on those matters for you.

Q:		How does the Board of Directors recommend I vote on these proposals?
A:		Our Board of Directors recommends that you vote your shares:
	●	“FOR ALL” the nominees to the Board of Directors (Proposal One);
	●	“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal Two); and
	●	“FOR” the approval of the Company’s 2022 Employee Stock Purchase Plan (Proposal Three).

Q:		Who may vote at the Annual Meeting?
A:		Stockholders of record as of the close of business on April 14, 2022, or the Record Date, are entitled to receive notice of, to attend and participate, and to vote at the Annual Meeting. At the close of business on the Record Date, there were 205,073,012 shares of our common stock outstanding and entitled to vote.

		Stockholder of Record: Shares Registered in Your Name
		If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials were sent directly to you.

		Beneficial Owner of Shares Held in Street Name: Shares Registered in the Name of a Broker or Nominee
		If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. Please refer to the voting instructions provided by your nominee to vote your shares. You will need your unique 16-digit voting control number, which can be found on the Notice of Internet Availability of Proxy Materials, email or voting instruction form provided by your broker, bank or other holder of record. Proxies submitted by internet or telephone must be received by 11:59 p.m. Eastern Time, on Sunday, June 12, 2022. You may also vote your shares during the Annual Meeting. To do so, visit www.virtualshareholdermeeting.com/BHIL2022 and have your unique 16-digit voting control number available.

Q:		Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
A.		Under rules adopted by the U.S. Securities and Exchange Commission, or SEC, we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies of those materials to each stockholder. On or about May 2, 2022, we will mail to our stockholders of record as of April 14, 2022 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Meeting and Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report on Form 10-K. All stockholders will have the ability to access our proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access our proxy materials on the internet or to request printed versions are provided in the Notice. The Notice also instructs you on how to access your proxy card to vote through the internet or by telephone. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email until you elect otherwise.

Q:		How do I vote?
A.		You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card. To use an alternative voting procedure, follow the instructions on each Notice and/or proxy card that you receive. The procedures for voting are as follows:

		Stockholder of Record: Shares Registered in Your Name
		If you are a stockholder of record, you may:
	●	vote by telephone or through the internet—in order to do so, please follow the instructions shown on your Notice or proxy card;
	●	vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or
	●	vote in person at the Annual Meeting virtually—you may virtually attend and participate in the Annual Meeting online at www.virtualshareholdermeeting.com/BHIL2022 and vote your shares electronically before the polls close during the Annual Meeting. To participate and vote in the Annual Meeting, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card.

		Votes submitted by telephone or through the internet must be received by 11:59 p.m. Eastern Time, on June 12, 2022. Submitting your proxy, whether by telephone, through the internet or by mail if you request or received a paper proxy card, will not affect your right to vote in person should you decide to attend and participate in the meeting virtually.


		Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee
		If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to vote your shares. You will need your unique 16-digit voting control number, which can be found on the Notice of Internet Availability of Proxy Materials, email or voting instruction form provided by your broker, bank or other holder of record. Proxies submitted by internet or telephone must be received by 11:59 p.m. Eastern Time, on Sunday, June 12, 2022. You may also vote your shares during the Annual Meeting. To do so, visit www.virtualshareholdermeeting.com/BHIL2022 and have your unique 16-digit voting control number available.

		Your vote is important. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

Q:		How do I vote by internet or telephone?
A.		If you wish to vote by internet or telephone, you may do so by following the voting instructions included on your Notice or proxy card. Please have each Notice or proxy card you received in hand when you vote over the internet or by telephone as you will need information specified therein to submit your vote. The giving of such a telephonic or internet proxy will not affect your right to vote in person (as detailed above) should you decide to attend and participate in the meeting virtually.

		The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

Q:		What shares can I vote?
A:		Each share of common stock issued and outstanding as of the close of business on April 14, 2022 is entitled to vote on all items being voted on at the meeting. You may vote all shares owned by you as of April 14, 2022, including shares held directly in your name as the stockholder of record, and shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Q:		How many votes am I entitled to per share?
A:		Each holder of a share of our common stock is entitled to one vote for each share of our common stock held as of the Record Date.

Q:		What is the quorum requirement for the meeting?
A:		The holders of a majority of the aggregate voting power of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting as of the Record Date must be present in person or represented by proxy at the Annual Meeting in order to hold the Annual Meeting and conduct business at the Annual Meeting. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person virtually at the Annual Meeting or if you have properly submitted a proxy.

Q:		How are abstentions and broker non-votes treated?
A:		Abstentions (i.e., shares present at the Annual Meeting and marked “abstain”) are deemed to be shares presented or represented by proxy and entitled to vote, and are counted for purposes of determining whether a quorum is present.

		A broker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank or other nominee that holds the shares with specific instructions on how to vote on any “non-routine” matters brought to a vote at the stockholders meeting. In this situation, the broker, bank or other nominee will not vote on the “non-routine” matters. Broker non-votes are counted for purposes of determining whether a quorum is present.

		For Proposal One, abstentions and broker non-votes are not treated as votes cast and, therefore, will have no effect on the outcome of the vote. For Proposals Two and Three, abstentions and broker non-votes are treated as shares present and entitled to vote for purposes of such proposals and, therefore, will have the same effect as a vote “against” such proposals.

		Note that if you are a beneficial holder, brokers and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is the proposal for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal Two). A broker or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. This year, the “non-routine” matters relate to the election of directors (Proposal One) and the approval of the Company’s 2022 Employee Stock Purchase Plan (Proposal Three). Accordingly, we encourage you to provide voting instructions to your broker or other nominee whether or not you plan to attend the meeting.

Q:		What is the vote required for each proposal?
A:		The votes required to approve each proposal are as follows:
	●	Proposal One: The vote required for election of a director by the stockholders at an Annual Meeting shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor or against the election of a nominee at the Annual Meeting. This is an uncontested election of directors because the number of nominees for director does not exceed the number of directors to be elected. Therefore, an individual nominated for election to our Board of Directors at the Annual Meeting will be elected to the Board of Directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election.

		In accordance with our Corporate Governance Guidelines, an incumbent director must offer to resign from the Board of Directors immediately following the certification of the stockholder vote relating to such director’s election if he or she fails to receive the number of votes required for re-election. Within 90 days after the certification of the election results, the remaining members of our Board of Directors shall, taking into account the recommendation of our Sustainability and Governance Committee, and excluding the director nominee in question, determine whether to accept such resignation and publicly disclose the results of such determination.
	●	Proposal Two: Approval requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.
	●	Proposal Three: Approval requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.

Q:		If I submit a proxy, how will it be voted?
A:		When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?”

Q:		What should I do if I get more than one proxy or voting instruction card?
A:		Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials or one Notice for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are voted and counted.

Q:		Can I change my vote or revoke my proxy?
A:		You may change your vote or revoke your proxy at any time prior to the taking of the vote or the polls closing at the Annual Meeting.

		If you are the stockholder of record, you may change your vote by:
	●	granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);
	●	providing a written notice of revocation to Benson Hill’s Corporate Secretary at Benson Hill, Inc., 1001 North Warson Road, St. Louis, Missouri 63132, prior to your shares being voted; or
	●	participating in the Annual Meeting and voting electronically online at www.virtualshareholdermeeting.com/BHIL2022. Participation alone at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically vote during the meeting online at www.virtualshareholdermeeting.com/BHIL2022.

		Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Q:		How can I attend the Annual Meeting in person?
A:		There is no physical location for the Annual Meeting. You are invited to attend the Annual Meeting by participating online if you are a stockholder of record or a street name stockholder as of April 14, 2022, the Record Date. See, “How can I participate in the Annual Meeting?” below for more details. Please be aware that participating in the Annual Meeting will not, by itself, revoke a proxy. See, “Can I change my vote or revoke my proxy?” above for more details.

Q.		How can I participate in the Annual Meeting?
A:		The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/BHIL2022, entering your name, email address and the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, proxy card or voter instruction form. You will also be able to vote your shares electronically at the Annual Meeting. To participate and vote in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voter instruction form.

		The meeting webcast will begin promptly at 10:00 a.m. Central Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Central Time, and you should allow ample time for the check-in procedures. We plan to have a webcast replay which will be posted to the Investor Relations section of our website, which is located at https://investors.bensonhill.com.

Q:		What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?
A:		If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number posted on the virtual meting platform login page at www.virtualshareholdermeeting.com/BHIL2022. Technical support will be available starting at 9:45 a.m. Central Time on June 13, 2022.

Q:		Why is the Annual Meeting being held only online?
A:		A virtual Annual Meeting provides expanded access and greater participation from any location around the world, improved communication and cost savings for our stockholders and the Company.

Q.		How can I get electronic access to the proxy materials?
A:		The Notice will provide you with instructions regarding how to:
	●	view our proxy materials for the meeting through the internet; and
	●	instruct us to send our future proxy materials to you electronically by email.

		If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Q:		Is there a list of stockholders entitled to vote at the Annual Meeting?
A:		The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the meeting and during the Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Corporate Secretary by email at legal@bensonhill.com to arrange for electronic access to the stockholder list.

Q:		Who will tabulate the votes?
A:		A representative of the Company will serve as the Inspector of Elections and will tabulate the votes at the Annual Meeting.

Q:		Where can I find the voting results of the Annual Meeting?
A:		We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four (4) business days after the Annual Meeting.

Q:		I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
A:		The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.”

		Brokers with account holders who are Benson Hill stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Benson Hill that you no longer wish to participate in householding.

		If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Investor Relations, Benson Hill, Inc., 1001 North Warson Road, St. Louis, Missouri 63132, or (3) contact our Investor Relations department by email at investors@bensonhill.com. Stockholders who receive multiple copies of the proxy materials at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or e-mail address above, a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered.

Q:		What if I have questions about my Benson Hill shares or need to change my mailing address?
A:		You may contact our transfer agent, Continental Stock Transfer & Trust Company, by telephone at 212.509.4000, through its website at www.continentalstock.com or by U.S. mail at 1 State Street, 30th Floor, New York, New York 10004, if you have questions about your Benson Hill shares or need to change your mailing address.

Q:		Who is soliciting my proxy and paying for the expense of solicitation?
A:		The proxy for the Annual Meeting is being solicited on behalf of our Board of Directors. We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. We have engaged Morrow Sodali LLC as our proxy solicitor to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which we currently do not expect to exceed $15,000 in total. If you choose to access the proxy materials or vote via the internet or by phone, you are responsible for any internet access or phone charges you may incur.

Q:		What are the requirements to propose actions to be included in our proxy materials for next year’s annual meeting of stockholders, or our 2023 Annual Meeting, or for consideration at our 2023 Annual Meeting?
A:		Requirements for Stockholder Proposals to be considered for inclusion in our proxy materials for our 2023 Annual Meeting:

		Our Bylaws provide that stockholders may present proposals for inclusion in our proxy statement by submitting their proposals in writing to the attention of our Corporate Secretary at our principal executive office. Our current principal executive office is located at 1001 North Warson Road, St. Louis, Missouri 63132. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. In order to be included in the proxy statement for our 2023 Annual Meeting, stockholder proposals must be received by our Corporate Secretary no later than December 28, 2022 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

		Requirements for Stockholder Proposals to be presented at our 2023 Annual Meeting:
		Our Bylaws provide that stockholders may present proposals to be considered at an annual meeting by providing timely notice to our Corporate Secretary at our principal executive office. To be timely for our 2023 Annual Meeting, our Corporate Secretary must receive the written notice at our principal executive office:
	●	not earlier than the close of business on February 13, 2023, and
	●	not later than the close of business on March 15, 2023.

		If we hold our 2023 annual meeting of stockholders more than 30 days before or more than 60 days after June 13, 2023 (the one-year anniversary date of the Annual Meeting), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Corporate Secretary at our principal executive office:
	●	not earlier than the close of business on the 120th day prior to such annual meeting, and
	●	not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made.

		A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our Bylaws. If a stockholder who has notified Benson Hill of such stockholder’s intention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting, Benson Hill does not need to present the proposal for vote at such meeting.


●			the quality and integrity of our financial statements;
●			our compliance with regulatory requirements;
●			our independent registered public accounting firm’s qualifications and independence;
●			the performance of our internal audit function; and
●			the performance of our independent registered public accounting firm.


●			reviewing, approving and determining, the compensation program and compensation of our executive officers;
●			monitoring our incentive and equity-based compensation plans; and
●			preparing the Compensation Committee report required to be presented to the Board of Directors.


●			identifying individuals qualified to become new board of director members, consistent with criteria approved by the Board of Directors;
●			reviewing the qualifications of incumbent directors to determine whether to recommend them to re-election and selecting, or recommending that the Board of Directors select, the director nominees for the next annual meeting of the stockholders;
●			identifying members of the Board of Directors qualified to fill vacancies on any Board of Directors committee and recommending that the Board of Directors appoint the identified member or members to the applicable committee;
●			reviewing and recommending to the Board of Directors corporate governance principles applicable to the Company;
●			overseeing the Company’s environmental and social capital policies and initiatives; and
●			handling such other matters that are specifically delegated to the committee by the Board of Directors from time to time.


1.	Board Chairperson:	$30,000
2.	Committee Chairperson:	$10,000 per chair position
3.	Committee Member:	$5,000 per committee


	Fees Earned
	or Paid in	Option Awards	RSU Awards
Name	Cash($)	($)(1)	($)(2)(3)	Total($)
Adrienne Elsner	60,000	—	466,360	526,360
Craig Rohr(4)	13,750	—	330,000	343,750
Daniel Jacobi	66,250	—	539,230	605,480
David Lee(5)	60,000	—	204,030	264,030
Linda Whitley-Taylor(6)	60,000	—	233,180	293,180
Molly Montgomery(7)	15,000	—	330,000	345,000
J. Stephan Dolezalek(8)	15,000	—	330,000	345,000


(1)			As of December 31, 2021, the following non-employee directors had outstanding equity incentive awards in the Company: Ms. Elsner — 344,128 options, Mr. Jacobi — 397,898 options, Mr. Lee — 150,556 options and Ms. Whitley-Taylor — 172,064 options.
(2)			On December 9, 2021, each of Mr. Rohr, Ms. Montgomery and Mr. Dolezalek received equity awards subject to time-vesting which vest in equal annual installments over a two-year term. Each of Ms. Elsner, Mr. Jacobi, Mr. Lee and Ms. Whitley-Taylor received Earn Out Awards in connection with the Merger Closing.
(3)			The amounts included in the “RSU Awards” column represent the grant date fair value of RSU awards granted to the directors. Amounts shown do not reflect compensation actually received by the directors nor do they necessarily reflect the actual value that will be recognized by the directors. Instead, the amount shown is the grant date fair value of RSU awards granted to the directors computed in accordance with ASC Topic 718. The assumptions used to calculate the value of restricted stock awards are set forth in Note 18—Stock-Based Compensation to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.


(4)			Mr. Rohr became a director of the Company on September 29, 2021.
(5)			Mr. Lee became a director of the Company on January 22, 2021.
(6)			Ms. Whitley-Taylor became a director of the Company on February 11, 2021.
(7)			Ms. Montgomery became a director of the Company on September 29, 2021.
(8)			Mr. Dolezalek became a director of the Company on July 31, 2020.


(1)			Members of our Audit and Risk Committee
(2)			Members of our Compensation Committee
(3)			Member of our Sustainability and Governance Committee


●			An annual cash retainer of $50,000.
●			Additional cash compensation for further additional Board and Committee participation as follows:


●			An initial Long-Term Incentive award consisting of $330,000 delivered in RSUs granted on the date the individual joins the board, which vests 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.
●			An annual Long-Term Incentive award consisting of $200,000 delivered in RSUs granted following the annual stockholder meeting and contingent upon continued board membership, which fully vests at the earlier of the first anniversary of the grant or the following year’s Annual Meeting of Stockholders. The first grant of this award is projected for June 2022.


WithumSmith+Brown, PC	Year Ended December 31,
		2021		2020
Audit fees		$	98,365	$	59,740
Audit related fees		$	—	$	—
Tax fees		$	1,560	$	3,090
All other fees		$	—	$	—
Total fees		$	99,925	$	62,830


Ernst & Young LLP	Year Ended December 31,
	2021		2020
Audit fees	$	2,969,700	$	780,230
Audit related fees	$	—	$	—
Tax fees	$	463,167	$	185,719
All other fees	$	—	$	—
Total fees	$	3,432,867	$	965,949


●			each person who is known to us to own beneficially more than 5% of the Company’s Common Stock;
●			each of our executive officers and directors; and
●			all executive officers and directors as a group.



	Number of
	Shares of	Percentage
	Common	of
	Stock	Outstanding
	Beneficially	Common
Name and Address of Beneficial Owners(1)	Owned	Stock
5% Stockholders:
Star Peak Sponsor II LLC(2)	16,535,954	7.8	%
Michael C. Morgan(2)(3)	17,235,954	8.1	%
Eric Scheyer(2)	16,535,954	7.8	%
Alec Litowitz(2)(4)	17,175,954	8.2	%
Entities affiliated with GV(5)	17,849,461	8.7	%
Argonautic Ventures(6)	16,503,474	8.0	%
Chiu Wing Nga Rita(6)	16,503,474	8.0	%
Prelude Fund, LP(7)	11,050,714	5.4	%
Mark Cupta(7)	11,050,714	5.4	%
Gabriel Kra(7)	11,050,714	5.4	%
Tim Woodward(7)	11,050,714	5.4	%
S2G Ventures(8)	11,909,533	5.8	%
Lukas T. Walton(8)	11,909,533	5.8	%
Funds Managed by Mercury(9)	13,444,888	6.5	%
Adrian Fortino(9)	13,444,888	6.5	%
Blair Garrou(9)	13,444,888	6.5	%
Aziz Gilani(9)	13,444,888	6.5	%
Dan Watkins(9)	13,444,888	6.5	%
Wheatsheaf Group U.S. Inc.(10)	11,573,376	5.6	%
Directors and Named Executive Officers
Matthew Crisp(11)	5,380,478	2.6	%
DeAnn Brunts(12)	430,160	*
Jason Bull(13)	120,982	*
Daniel Jacobi(14)	354,882	*
J. Stephan Dolezalek	—	—
Adrienne Elsner(15)	258,096	*
David Lee(16)	107,540	*
Craig Rohr	—	—
Molly Montgomery	—	—
Linda Whitley-Taylor(17)	107,540	*
All directors and executive officers as a group (12 individuals)	6,813,448	3.3	%



*			Less than one percent
(1)			Unless otherwise noted, the business address of each of the executive officers and directors of Benson Hill is c/o Benson Hill, Inc., 1001 North Warson Road, St. Louis, Missouri 63132.


(2)			The amount and nature of ownership indicated above is based solely upon information contained in Star Peak Sponsor II LLC’s Schedule 13G filed with the SEC on February 10, 2022 (the “Sponsor Schedule 13G”). As of December 31, 2021, the Sponsor was the record holder of 16,535,954 shares of Common Stock, including 1,996,500 Sponsor Earn Out Shares, and warrants to acquire 6,553,454 shares of Common Stock. The Sponsor Earn Out Shares are restricted and subject to forfeiture if certain earnout conditions described in the Merger Agreement are not satisfied. Sponsor has voting control over such Sponsor Earn Out Shares. Star Peak 19, LLC, Star Peak L LLC and Star Peak M LLC are the managing members of the Sponsor and as such, each of them has voting and investment discretion with respect to the shares of Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the Common Stock held directly by the Sponsor. Eric Scheyer is the sole member of and controls Star Peak 19 LLC; Alec Litowitz is the sole member of and controls Star Peak L LLC; and Michael C. Morgan is the sole member of and controls Star Peak M LLC (each, a “Sponsor Controlling Entity”). The unanimous consent of each Sponsor Controlling Entity is required to make voting and dispositive decisions with respect to the securities held by the Sponsor. Accordingly, each of Messrs. Scheyer, Litowitz and Morgan is deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The principal business address of each of the Sponsor Controlling Entities and each of Messrs. Scheyer, Litowitz and Morgan is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(3)			The amount and nature of ownership indicated above is based solely upon information contained in the Sponsor Schedule 13G and information provided to the Company in connection with the preparation of its Registration Statement on Form S-1 filed with the SEC on April 11, 2022. As of the Ownership Date, certain entities controlled by Michael C. Morgan held 700,000 shares of Common Stock, including 100,000 warrants to purchase shares of Common Stock, over which Mr. Morgan has voting and investment discretion and for which he may be deemed to have beneficial ownership. Mr. Morgan disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)			The amount and nature of ownership indicated above is based solely upon information contained in the Sponsor Schedule 13G and information provided to the Company in connection with the preparation of its Registration Statement on Form S-1 filed with the SEC on April 11, 2022. As of the Ownership Date, certain entities controlled by Alec Litowitz held 640,000 shares of Common Stock, including 50,000 warrants to purchase shares of Common Stock, over which Mr. Litowitz has voting and investment discretion and for which he may be deemed to have beneficial ownership. Mr. Litowitz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5)			The amount and nature of ownership indicated above is based solely upon information provided to the Company by GV in connection with the preparation of its Registration Statement on Form S-1 filed with the SEC on April 11, 2022. The indicated amount represents 17,849,461 shares of Common Stock, consisting of (i) 11,510,238 shares of Common Stock (including the 200,000 shares of Common Stock issuable upon exercise of warrants) held by GV 2017, L.P. and (ii) 6,339,223 shares of Common Stock held by GV 2019, L.P. GV 2017 GP, L.P. is the general partner of GV 2017, L.P., GV 2017 GP, L.L.C. is the general partner of GV 2017 GP, L.P., Alphabet Holdings LLC is the sole member of GV 2017 GP, L.L.C., XXVI Holdings Inc. is the sole member of Alphabet Holdings LLC, and Alphabet Inc. is the controlling stockholder of XXVI Holdings Inc. GV 2019 GP, L.P. is the general partner of GV 2019, L.P., GV 2019 GP, L.L.C., is the general partner of GV 2019 GP, L.P., Alphabet Holdings LLC is the sole member of GV 2019 GP, L.L.C., XXVI Holdings Inc. is the sole member of Alphabet Holdings LLC, and Alphabet Inc. is the controlling stockholder of XXVI Holdings Inc. Each of the above listed entities may each be deemed to have sole power to vote or dispose of the securities held by GV 2017, L.P. and GV 2019, L.P., respectively. The principal business address of each of the entities listed above is 1600 Amphitheatre Parkway, Mountain View, California 94043.


(11)			Represents 5,380,478 shares of Common Stock, consisting of (i) 2,937,508 shares of Common Stock directly held by Mr. Crisp, (ii) 1,152,491 shares of Common Stock held by trusts indirectly controlled by Mr. Crisp and (iii) 1,290,479 shares of Common Stock underlying certain options to purchase shares of Common Stock exercisable within sixty (60) days of the Ownership Date held by Mr. Crisp.
(12)			Represents 430,160 shares of Common Stock underlying certain options to purchase shares of Common Stock exercisable within sixty (60) days of the Ownership Date held by Ms. Brunts.
(13)			Represents 120,982 shares of Common Stock underlying certain options to purchase shares of Common Stock exercisable within sixty (60) days of the Ownership Date held by Mr. Bull.
(14)			Represents 354,882 shares of Common Stock underlying certain options to purchase shares of Common Stock exercisable within sixty (60) days of the Ownership Date held by Mr. Jacobi.
(15)			Represents 258,096 shares of Common Stock underlying certain options to purchase shares of Common Stock exercisable within sixty (60) days of the Ownership Date held by Ms. Elsner.
(16)			Represents 107,540 shares of Common Stock, consisting of (i) 21,508 shares of Common Stock directly held by Mr. Lee and (ii) 86,032 shares of Common Stock underlying certain options to purchase shares of Common Stock exercisable within sixty (60) days of the Ownership Date held by Mr. Lee.
(17)			Represents 107,540 shares of Common Stock underlying certain options to purchase shares of Common Stock exercisable within sixty (60) days of the Ownership Date held by Ms. Whitley-Taylor.


*			DeAnn Brunts, a current member of our Board of Directors and a nominee for re-election at the Annual Meeting, served as our Chief Financial Officer from January 1, 2021 to March 28, 2022.


●			Matthew B. Crisp, our Chief Executive Officer;
●			DeAnn Brunts, our former Chief Financial Officer; and
●			Jason Bull, our Chief Technology Officer.



Name and Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)(3)	Option Awards ($)(2)	Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Matthew Crisp	2021	455,712	—	2,900,420	912,803(8)	657,012	15,838	4,941,784
Chief Executive Officer(6)	2020	338,866	—	—	—	78,893	11,400	429,159
DeAnn Brunts	2021	470,280	350,000	840,691	898,378(9)	269,231	46,633	2,875,213
Chief Financial Officer(7)	2020	—	—	—	—	—	—	—
Jason Bull	2021	330,808	—	618,798	306,476(10)	219,210	12,693	1,487,984
Chief Technology Officer	2020	117,692	—	—	164,667	34,344	—	316,703



(1)			This amount includes a $100,000 sign-on bonus awarded to DeAnn Brunts on January 22, 2021 as well as a $250,000 performance bonus based on metrics related to the company going public, paid on October 15, 2021.
(2)			The amounts included in the “Stock Awards” and “Option Awards” columns represent the grant date fair values of restricted stock unit (“RSU”) awards and stock options, respectively, granted to our NEOs. Amounts shown do not reflect compensation actually received by the NEOs nor do they necessarily reflect the actual value that will be recognized by the NEOs. Instead, the amount shown is the grant date fair value of RSU awards and stock option awards granted to the NEOs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). The assumptions used to calculate the value of RSU awards and stock options are set forth in Note 18 — Stock-Based Compensation to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
(3)			Granted on September 29, 2021. This RSU award vests subject to continued service, if at any time on or after the Vesting Start Date but on or prior to the 3rd anniversary of the Vesting Start Date the closing price per share of the Common Stock over any 20 trading days within any 30 consecutive trading day period equals or exceeds: (i) $14, then 50% of this award will vest; and (ii) $16, then 50% of this award will vest.
(4)			The amounts in this column represent cash bonus payments to our NEOs under our 2021 Annual Incentive Plan, which are based on Company and individual performance.
(5)			The amounts in this column represent group-term life payments made by the company on behalf of the employee, 401(k) plan matching contributions and housing allowance provided to Ms. Brunts.
(6)			Mr. Crisp received no cash compensation in respect of his 2021 or 2020 board service.
(7)			Ms. Brunts became Chief Financial Officer as of January 11, 2021. Ms. Brunts resigned as Chief Financial Officer in connection with her retirement, and she was replaced by Dean Freeman, effective as of the filing of the Company’s Annual Report on Form 10-K on March 28, 2022. Ms. Brunts has served on our Board of Directors since November 2020. Ms. Brunts received no cash compensation in respect of her 2021 board service.
(8)			This amount includes two awards. The first award was granted on January 25, 2021. This option award vests and becomes exercisable in approximately equal installments on each of the first four anniversaries of the Vesting Commencement Date (here, October 21, 2020), subject to continued service with the Company through each such vesting date. The second award was granted on February 9, 2021. This option award vests and becomes exercisable in approximately equal installments on the Vesting Commencement Date (here, September 29, 2021) and each of the first three anniversaries of the Vesting Commencement Date, subject to continued service with the Company through each such vesting date.
(9)			This amount includes two awards. The first award was granted on January 25, 2021. This option award vests and becomes exercisable in approximately equal installments on each of the first two anniversaries of the Vesting Commencement Date (here, January 11, 2021), subject to continued service with the Company through each such vesting date. The second award was granted on January 25, 2022 in connection with her board service. This option award vests and becomes exercisable in approximately equal installments on each of the first eight quarterly anniversaries of the Vesting Commencement Date (here, December 1, 2020), subject to continued service with the Company through each such vesting date.
(10)			This amount includes two awards. The first award was granted on February 9, 2021. This option award vests and becomes exercisable in approximately equal installments on the Vesting Commencement Date (here, September 29, 2021) and each of the first three anniversaries of the Vesting Commencement Date, subject to continued service with the Company through each such vesting date. The second award was granted on February 9, 2021. This option award vests and becomes exercisable in approximately equal installments on each of the first four anniversaries of the Vesting Commencement Date (here, February 9, 2021), subject to continued service with the Company through each such vesting date.


		Option Awards
							Equity Incentive	Equity Incentive
				Equity			Plan Awards:	Plan Awards:
				Incentive			Number of	Market or
				Plan Awards			Unearned	Payout Value
		Number of Securities	Number of Securities	Number of Securities			Shares, Units	Of Unearned
		Underlying	Underlying	Underlying			Or Other	Shares, Units or
		Unexercised	Unexercised	Unexercised	Option	Option	Rights That	Other Rights
		Options	Options	Unearned	Exercise	Expiration	Have Note	That Have Not
Name		Exercisable(#)	Unexercisable(#)(1)	Options	Price($)	Date	Vested(#)(2)	Vested($)
Matthew Crisp	(3)	80,656	—	—	0.15	10/31/2025	—	—
	(4)	215,080	—	—	0.15	5/10/2026	—	—
	(5)	322,620	—	—	0.50	11/24/2027	—	—
	(6)	403,275	134,425	—	1.10	8/13/2028	—	—
	(7)	67,211	201,638	—	1.35	10/12/2029	—	—
	(8)	67,212	201,638	—	1.99	1/24/2031	—	—
	(9)	134,425	403,275	—	1.99	2/8/2031	—	—
	(10)	—	—	—	—	—	193,107	1,465,682
	(10)	—	—	—	—	—	189,030	1,434,738
DeAnn Brunts	(11)	—	645,240	—	1.99	1/24/2031	—	—
	(12)	86,032	86,032	—	1.99	1/24/2031	—	—
	(10)	—	—	—	—	—	110,763	840,691
Jason Bull	(13)	53,770	161,310	—	1.35	5/31/2030	—	—
	(14)	26,885	80,655	—	1.99	2/8/2031	—	—
	(15)	—	161,310	—	1.99	2/8/2031	—	—
	(10)	—	—	—	—	—	81,528	618,798



(1)			Unless otherwise noted below, these option awards vest and become exercisable in approximately equal installments on each of the first four anniversaries of the applicable grant date, subject to continued service with the Company through each such vesting date. The regular term of each option expires on the tenth anniversary of the applicable grant date.
(2)			The amounts included in this column are the earn out awards. These awards were valued by a third party valuation firm based on a Monte Carlo simulation.
(3)			Granted on November 1, 2015. Award was fully vested as of November 1, 2019.
(4)			Granted on May 11, 2016. Award was fully vested on March 2, 2021.
(5)			Granted on November 24, 2017. Award was fully vested on April 7, 2021.
(6)			Granted on August 14, 2018. This option award vests and becomes exercisable in approximately equal installments on each of the first four anniversaries of the Vesting Commencement Date (here, August 14, 2018), subject to continued service with the Company through each such vesting date.
(7)			Granted on October 13, 2019. This option award vests and becomes exercisable in approximately equal installments on each of the first four anniversaries of the Vesting Commencement Date (here, October 21, 2020, the date the award’s performance milestone was achieved), subject to continued service with the Company through each such vesting date.
(8)			Granted on January 25, 2021. This option award vests and becomes exercisable in approximately equal installments on each of the first four anniversaries of the Vesting Commencement Date (here, October 21, 2020), subject to continued service with the Company through each such vesting date.
(9)			Granted on February 9, 2021. This option award vests and becomes exercisable in approximately equal installments on the Vesting Commencement Date (here, September 29, 2021) and each of the first three anniversaries of the Vesting Commencement Date, subject to continued service with the Company through each such vesting date.
(10)			Granted on September 29, 2021. This RSU award vests subject to continued service, if at any time on or after the Vesting Start Date but on or prior to the 3rd anniversary of the Vesting Start Date the closing price per share of the Common Stock over any 20 trading days within any 30 consecutive trading day period equals or exceeds: (i) $14, then 50% of this award will vest; and (ii) $16, then 50% of this award will vest.
(11)			Granted on January 25, 2021. This option award vests and becomes exercisable in approximately equal installments on each of the first two anniversaries of the Vesting Commencement Date (here, January 11, 2021), subject to continued service with the Company through each such vesting date.
(12)			Granted on January 25, 2021. This option award vests and becomes exercisable in approximately equal installments on each of the first eight quarterly anniversaries of the Vesting Commencement Date (here, December 1, 2020), subject to continued service with the Company through each such vesting date.
(13)			Granted on June 1, 2020. This option award vests and becomes exercisable in approximately equal installments on each of the first four anniversaries of the Vesting Commencement Date (here, June 1, 2020), subject to continued service with the Company through each such vesting date.
(14)			Granted on February 9, 2021. This option award vests and becomes exercisable in approximately equal installments on the Vesting Commencement Date (here, September 29, 2021) and each of the first three anniversaries of the Vesting Commencement Date, subject to continued service with the Company through each such vesting date.
(15)			Granted on February 9, 2021. This option award vests and becomes exercisable in approximately equal installments on each of the first four anniversaries of the Vesting Commencement Date (here, February 9, 2021), subject to continued service with the Company through each such vesting date.


			●			Benson Hill Biosystems, Inc. 2012 Stock Incentive Plan. Benson Hill maintains the Benson Hill Biosystems, Inc. 2012 Stock Incentive Plan (the “SIP”) in order to facilitate the past grant of stock options to directors, employees (including the named executive officers) and consultants of Legacy Benson Hill and its affiliates. In connection with the Merger Closing, all outstanding stock options of Legacy Benson Hill were converted into options to purchase shares of our Common Stock.
			●			Benson Hill 2021 Omnibus Incentive Plan. In connection with the Merger, our stockholders approved the Incentive Plan, which replaced the SIP with respect to future equity grants. The Incentive Plan reserves 4% of the shares of Common Stock outstanding as of the Merger Closing for awards to be issued under the Incentive Plan (which includes the Exercise Price Options), plus a number of shares of Common Stock to be used for the issuance of Earn Out Awards under the Incentive Plan. In addition, the pool will increase on January 1 of each year from 2022 to 2031 by 3% of the total number of shares of Common Stock outstanding on the last day of the prior calendar year; provided, that the Incentive Plan’s administrator does not act prior to the January 1st of a given year to provide that there will be no increase in the share reserve for that year, or that the increase in the share reserve will be smaller than as provided in the Incentive Plan. The purpose of the Incentive Plan is to advance the interests of Benson Hill and its stockholders by providing an incentive program that will enable Benson Hill to attract, retain and award employees, consultants and directors and to provide them with an equity interest in the growth and profitability of Benson Hill. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, RSUs, performance shares, performance units, other stock-based awards and cash-based awards. Future awards will be granted at the discretion of Benson Hill.


	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)(2)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by security holders
2012 Stock Incentive Plan	9,798,448	1.83	—
2021 Omnibus Incentive Plan	4,099,650(1)	1.48	6,094,203
Equity compensation plans not approved by security holders	—	—	—
Total	13,898,098	1.76	6,094,203



(1)			Includes 2,190,587 shares subject to outstanding stock options and 1,909,063 shares subject to outstanding RSUs.
(2)			The weighted average exercise price does not take into account the shares underlying outstanding RSUs, which have no exercise price.


			●			Benson Hill has been or is to be a participant;
			●			the amount involved exceeded or will exceed $120,000; and
			●			any of New Benson Hill’s directors or executive officers or holders of more than 5% of New Benson Hill’s capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or material interest.

SEC Form DEF 14A filed by Benson Hill Inc.