Benson Hill, Inc. (Form: 8-K, Received: 06/16/2023 17:27:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2023

BENSON HILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39835

85-3374823

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1001 North Warson Rd.

St. Louis, Missouri 63132

(Address of principal executive offices)

(314) 222-8218

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $0.0001 par value

BHIL

The New York Stock Exchange

Warrants exercisable for one share of common stock at an exercise price of $11.50

BHIL WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

(a)

The information contained in Item 5.02(b) of this Current Report on Form 8-K regarding Matthew Crisp is incorporated by reference herein.

(b)

On June 15, 2023, Matthew Crisp agreed to resign as the Chief Executive Officer and as a director of Benson Hill, Inc. (the “Company”), effective immediately. Mr. Crisp’s resignation was not due to any disagreement with the Company. In connection with Mr. Crisp’s resignation, the Company and Mr. Crisp entered into a separation and release agreement, dated as of June 15, 2023 (the “Crisp Separation Agreement”). Pursuant to the Crisp Separation Agreement, among other things: (i) Mr. Crisp’s employment agreement with the Company, dated September 29, 2021 (the “Crisp Employment Agreement”), was terminated; (ii) Mr. Crisp provided a general release of claims in favor of the Company; (iii) all of Mr. Crisp’s outstanding equity awards shall continue to vest for the duration of Mr. Crisp’s Consultancy (as defined in the Crisp Consulting Agreement (as defined below)); (iv) if Mr. Crisp’s Consultancy is terminated without cause or due to death or disability, then at the termination of his Consultancy, any unvested portion of such outstanding equity awards that are subject to time-vesting shall become vested on such date to the extent that the awards would otherwise have vested through the June 15, 2025 vesting period; (v) the Company will pay Mr. Crisp a lump sum amount equivalent to 18 months of individual COBRA premiums with an additional 6 month grossed up lump sum if no group coverage is available at the end of the COBRA period and will reimburse the actual cost of dependent COBRA coverage up to the maximum COBRA period or until enrolled in group coverage; (vi) in the event that Mr. Crisp is terminated within 12 months following or three months preceding a Change in Control (as such term is defined in the Company’s 2021 Omnibus Incentive Plan (the “Incentive Plan”)), then any unvested portion of such outstanding equity awards that are subject to time-vesting (including, but not limited to, any awards for which the performance goals have been achieved but that remain subject to time vesting) shall become fully time-vested as of the termination of Mr. Crisp’s Consultancy; and (vii) in the event that Mr. Crisp’s Consultancy is terminated (a) by the Company for cause or (b) voluntarily by Mr. Crisp, then all vesting will cease as of the date Mr. Crisp’s Consultancy is terminated and all unvested equity awards shall be forfeited. Additionally, pursuant to the Crisp Separation Agreement, certain provisions of the Crisp Employment Agreement regarding the loyalty agreement entered into between Mr. Crisp and the Company and certain non-competition and non-solicitation provisions of the Crisp Employment Agreement shall survive the termination of the Crisp Employment Agreement. Mr. Crisp remains subject to a clawback provision whereby he agrees to forfeit any unpaid Phase I or Phase II bonus under the Consulting Agreement and to repay any portions of the Phase I or Phase II bonus already paid in the event Mr. Crisp’s Consultancy is terminated for cause due to violations of the restrictive covenants in the Crisp Separation Agreement, provided that Mr. Crisp be provided a fifteen day cure period if the Company determines the violation is capable of being cured.

In connection with Mr. Crisp’s resignation, the Company entered into a consulting agreement with Mr. Crisp (the “Crisp Consulting Agreement”), pursuant to which Mr. Crisp will be engaged as a consultant to provide transition support through June 15, 2024. Pursuant to the terms of the Crisp Consulting Agreement, among other things: (i) for the period of June 16, 2023 through December 15, 2023 (“Phase I”), Mr. Crisp will provide transition support to effectuate the transition to the interim CEO, including supporting high priority turnover of external relationships, advice relating to the Company's business, and related services, up to twenty hours per week; and (ii) for the period of December 16, 2023 through June 15, 2024 (“Phase II”), Mr. Crisp will provide services to complete other advisory needs and duties for up to ten hours per week. For the duration of Phase I, the Company shall pay to Mr. Crisp a potential total fee amount of $312,500 in periodic installments, and for the duration of Phase II, the Company shall pay to Mr. Crisp a potential total fee amount of $156,250 in periodic installments. Provided that Mr. Crisp executes a general release in favor of the Company, upon the completion of Phase I, Mr. Crisp will receive a lump sum payment equal to $1,523,437.50, and provided that

Mr. Crisp executes a general release in favor of the Company, upon the completion of Phase II, Mr. Crisp will receive a lump sum payment equal to $507,812.50. In the event the Crisp Consulting Agreement is terminated by Mr. Crisp or by the Company for cause (as defined in the Crisp Consulting Agreement): (i) Mr. Crisp shall forfeit and lose all entitlement to any amounts other than the accrued but unpaid fees due and payable at the time of the termination and shall forfeit any interest in any portion of the Phase I compensation or Phase II compensation that had not been earned as of such date; and (ii) all of Mr. Crisp’s outstanding equity awards will cease vesting as of the date the Crisp Consulting Agreement is terminated, and Mr. Crisp shall forfeit and lose all entitlement to all unvested equity awards.. In the event the Crisp Consulting Agreement is terminated by Mr. Crisp or terminated for cause by reason of his breach of the restrictive covenants in the Crisp Separation Agreement, Mr. Crisp shall forfeit and lose all entitlement to any portion of the Phase I bonus or Phase II bonus not paid prior to the date the Crisp Consulting Agreement is terminated.

The Company has agreed to reimburse Mr. Crisp’s reasonable attorney fees of up to $40,000 in connection with his review and execution of the Crisp Separation Agreement and the Crisp Consulting Agreement subject to certain terms and conditions.

The foregoing description of the Crisp Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Crisp Employment Agreement, which is filed as Exhibit 10.5 to the Company’s Periodic Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 15, 2021, and which is incorporated by reference herein. The foregoing descriptions of the Crisp Separation Agreement and the Crisp Consulting Agreement are each not complete and are each qualified in their entirety by reference to the full text of each of the Crisp Separation Agreement and the Crisp Consulting Agreement, as applicable, and which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and each of which are incorporated by reference herein.

(c)

On June 15, 2023, the Company appointed Adrienne Elsner, a director of the Company, to serve as Interim Chief Executive Officer of the Company, effective immediately. Ms. Elsner is a business leader with a track-record of delivering transformational change across North American and International businesses. Ms. Elsner served as President, Chief Executive Officer, and Director of Charlotte’s Web Holding, Inc., a leader in hemp-derived CBD extract products, from 2019 to 2021. From 2015 to 2018, she served as President, U. S. Snacks, Kellogg Company, a manufacturer and marketer of convenience foods. Before that, she worked with notable companies in the consumer products industry including Kraft Foods, Quaker Oats, Johnson & Johnson and Procter & Gamble. Ms. Elsner serves on the Board of Directors for Owens Corning, a Fortune 500 industrial manufacturing company. She previously served on the board of the Ad Council. Ms. Elsner received an MBA in Finance and Marketing from the University of Chicago and a Bachelor of Science in Business from the University of Arizona.

The Company has entered into an employment agreement with Ms. Elsner (the “Elsner Employment Agreement”), which sets forth the principal terms and conditions of her employment as the Company’s Interim Chief Executive Officer, including, among other things: (i) the Elsner Employment Agreement will remain in force and effect for the twelve-month period beginning June 16, 2023 and ending June 15, 2024 unless earlier terminated; (ii) the Company will pay to Ms. Elsner as compensation for the performance of her duties and obligations under the Elsner Employment Agreement an annual base salary of $550,000 in periodic installments; (iii) Ms. Elsner will be eligible to receive an equity award under the Incentive Plan with a grant date fair value equal to approximately 200% of Ms. Elsner’s base salary under the Elsner Employment Agreement, subject to such Company and individual performance goals as may be established by the Board or Compensation Committee, and such award shall time vest on June 15, 2024, provided Ms. Elsner remains employed through such date; (iv) Ms. Elsner will be eligible to receive a one-time equity incentive award with a grant date fair value equal to approximately 200% of Ms. Elsner’s base salary under the Elsner Employment Agreement based on performance as determined in the sole discretion of the Board or Compensation Committee of the Board; (v) Ms. Elsner is entitled to a bonus opportunity of 125% of base salary based on performance as

determined by the Board or Compensation Committee, (vi) reimbursement of COBRA continuation coverage premiums for Ms. Elsner and Ms. Elsner’s dependents through the earliest of 18 months, the maximum COBRA period, or the date on which Ms. Elsner becomes eligible under another group health plan and (vii) during Ms. Elsner’s employment term, Ms. Elsner is entitled to participate in all employee benefit plans, practices, and programs, including fringe benefits and perquisites, that are maintained by the Company.

In the event Ms. Elsner is terminated by the Company without cause or by Ms. Elsner for good reason, Ms. Elsner is entitled to (i) the base salary for the remainder of the Elsner Employment Agreement term, (ii) a lump sum amount equal to the annual bonus earned prior to termination; (iii) a lump sum amount equal to the remaining annual bonus assuming performance targets were satisfied; (iv) reimbursement of COBRA continuation coverage premiums for Ms. Elsner and Ms. Elsner’s dependents through the earliest of 18 months, the maximum COBRA period, or the date on which Ms. Elsner becomes eligible under another group health plan; (v) a lump sum equal to the amount equivalent to the cost of six months of COBRA premiums, grossed up for taxes, if Ms. Elsner has not become eligible for coverage under other group health coverage on the 18 month anniversary of the termination; and (vi) equity awards subject to time-based vesting will become vested to the extent such awards would be vested had Ms. Elsner remained employed through the duration of the Elsner Employment Agreement and the performance vesting period will continue to run through the end of the Elsner Employment Agreement. In the event Ms. Elsner’s employment is terminated due to death or disability, Ms. Elsner is entitled to the amounts described in (i) and (vi) in the foregoing sentence.

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 Elsner Employment Agreement. The Company has agreed to reimburse certain of Ms. Elsner’s moving costs and to provide a housing allowance of $3,000 a month, grossed up for taxes.

The foregoing description of the Elsner Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Elsner Employment Agreement, which is filed as Exhibit 10.3 hereto, and which is incorporated by reference herein.

(d)

On June 15, 2023, the Company appointed Richard Mack as a director to the Board to fill the vacancy created by the resignation of Mr. Crisp as a director of the Company, effective immediately.

Richard Mack is an experienced, entrepreneurial business executive with significant expertise in the finance and agricultural industry. Mr. Mack was a founding executive of The Mosaic Company, holding various senior executive posts from its formation in 2004. From June 2014 through January 2018, Mr. Mack served as Executive Vice President and Chief Financial Officer for The Mosaic Company. Under his leadership at The Mosaic Company, Mr. Mack oversaw business operations in eight countries with over 10,000 employees and oversaw and developed the company’s corporate strategy, finances, and key operational and employee matters. Mr. Mack was also the founder of Streamsong Resort. Prior to his tenure at Mosaic, Mr. Mack served as corporate counsel to Cargill, Inc., an international producer and marketer of food, agricultural, financial, and industrial products and services, and was a co-founder of Cargill’s corporate venture capital arm. Mr. Mack has been a director of Titan Machinery, a public company in the agricultural and construction retail sector, since June 4, 2015. Mr. Mack received an M.B.A. from Northwestern University’s Kellogg School of Management, a J.D. from Hamline University and a B.S. from Moorhead State University.

In connection with his appointment as a non-employee director of the Board, Mr. Mack will receive a compensation package in accordance with the Company’s existing compensation policy for non-employee directors.

Mr. Mack has been appointed to serve on the Board’s Audit & Risk Committee and Compensation Committee.

The Company has entered into its standard form of indemnification agreement with Mr. Mack. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the Commission on October 5, 2021, and which is incorporated by reference herein.

There are no arrangements or understandings between Mr. Mack and any other persons, pursuant to which Mr. Mack was selected as a member of the Board. There are also no family relationships among any of the Company’s other directors or executive officers and Mr. Mack, and Mr. Mack does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 7.01			Regulation FD Disclosure.

On June 16, 2023, the Company issued two press releases relating to the leadership changes mentioned above. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are each incorporated herein in their entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press releases attached as exhibits hereto, the press releases contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press releases regarding these forward-looking statements.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
10.1						Separation and Release Agreement, dated as of June 15, 2023, by and between Matt Crisp and Benson Hill, Inc.
10.2						Consulting Agreement, dated as of June 15, 2023, by and between Matt Crisp and Benson Hill, Inc.
10.3						Interim Employment Agreement, dated as of June 16, 2023, by and between Adrienne Elsner and Benson Hill, Inc.
99.1						Press Release, dated June 16, 2023, relating to the CEO transition
99.2						Press Release , dated June 16, 2023, relating to the appointment of Richard Mack
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BENSON HILL, INC.

By:			/s/ Dean Freeman
			Dean Freeman
			Chief Financial Officer

Date: June 16, 2023

Exhibit 10.1

SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (the “Agreement”) is made and entered into as of June 15, 2023 by and between MATTHEW B. CRISP (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”). In consideration of the mutual promises below, the parties agree as follows:

1.Separation Date. Executive’s last day of employment with the Company is June 15, 2023 (the “Separation Date”). Effective as of the Separation Date, Executive will be deemed to have resigned from all officer and director positions with the Company and all subsidiaries thereof without the need of acceptance or any further action by the Company; provided, however, that Executive shall execute a letter of resignation as provided for in Exhibit A on or before the Separation Date.

2.Acknowledgement of Payment of Wages. Regardless of whether or not Executive signs this Agreement, the Company will provide Executive with a final paycheck for all wages, salary and accrued but unused vacation benefits due to Executive from the Company as of the Separation Date. By signing below, Executive acknowledges that the Company does not owe any other amounts except as set forth below in this Agreement or which may become due under the Consulting Agreement described in Section 3 below. Reimbursement of any reimbursable business expenses shall be paid to Executive as soon as administratively feasible, provided that such reimbursable business expenses were incurred prior to the Separation Date and substantiation of the expenses is provided to the Company within twenty (20) days of the Separation Date.

3.Separation Compensation. In exchange for Executive’s agreement to the general release and waiver of claims and covenant not to sue set forth below and Executive’s other promises herein, the Company agrees to provide Executive with separation compensation (“Separation Compensation”) as provided below. This Agreement and the Consulting Agreement shall replace and supersede all other agreements or plans regarding Executive’s employment or service with, and compensation by, the Company, except as otherwise expressly provided herein. To the extent there are any conflicts or inconsistencies between the surviving provisions of such other agreements and this Agreement, this Agreement shall control.

The severance pay and benefits provided for in this Section 3 shall be in lieu of any other severance or termination pay to which the Executive may be entitled under any Company severance or termination plan, program, practice (whether written or unwritten) or agreement including, but not limited to, the Executive Employment Agreement between Company and Executive entered into as of July 20, 2021 (“Executive Employment Agreement”). The Executive’s entitlement to any compensation or benefits under any pension or retirement plans shall be determined in accordance with the terms and conditions of such plans.

The Separation Compensation shall include the following:

a.Consultancy. Pursuant to the terms of, and on the condition Executive signs, the consulting agreement attached hereto as Exhibit B (the “Consulting Agreement”), the Company agrees to engage Executive as a consultant beginning June 16, 2023 through June 15, 2024 unless terminated sooner under the terms of the Consulting Agreement (the “Consultancy”).

b.Equity.

i.Except as provided in Sections 3.b.iii. and 3.b.iv. below, Executive’s Company Restricted Stock Awards (including Executive’s Outperformance Grant and Executive’s Earn out Award) and Executive’s Option Awards shall continue to vest for the duration of Executive’s Consultancy. The terms and conditions of each equity award shall continue to be governed by the award agreement and the plan under which such award was granted (including the 2021 Omnibus Incentive Plan). For the

avoidance of doubt, any performance-based awards remain subject to any and all performance-based requirements set forth therein.

ii.All outstanding equity awards with performance-based vesting that have not satisfied all performance-based requirements as set forth in the award agreement and plan as of the termination of the Consultancy shall be forfeited as of the termination of the Consultancy.

iii.If the Consultancy is expired by its own terms, or terminated by the Company without Cause (as defined in the Consulting Agreement) or by reason of Executive’s death or Disability (as defined below), then at the termination of the Consultancy, any unvested portion of such outstanding equity awards that are subject to time-vesting shall become vested on such date to the extent that the awards would otherwise have vested if the Consultancy had continued through June 15, 2025. For purposes of this Section 3.b.iii., “Disability” shall mean that the Executive, in the opinion of a physician, is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The terms and conditions of each equity award as provided in the award agreement and the plan under which such award was granted shall continue to apply. For the avoidance of doubt, any restrictions regarding the timing to exercise an Option Award shall be limited to the period provided by the award agreement and plan and the measurement shall begin on the date the Consultancy terminates. For example, if the award agreement provides for ninety (90) days to exercise following a termination from service, Executive shall have ninety (90) days following the termination of the Consultancy within which to exercise the awards. Notwithstanding the foregoing, the following shall apply in the event of a Change in Control:

1.If the termination occurs within 12 months following or three months preceding a Change in Control then any unvested portion of such outstanding equity awards that are subject to time-vesting (including, but not limited to, any awards for which the performance goals have been achieved but that remain subject to time vesting) shall become fully time-vested as of the termination of the Consultancy.

2.Upon a Change in Control, the price per share implied in such Change in Control (the “CIC Price”) will be deemed to be the 30-day VWAP and the Outperformance Grant will performance vest according to achievement of the 30-day VWAP targets based on such CIC Price, provided that, if any 30-day VWAP target is not achieved based on such CIC Price, the applicable 25% tranche of the Outperformance Grant with respect to the lowest of such 30-day VWAP target that was not achieved will vest as to a fraction thereof, the numerator of which is the excess of the CIC Price over the highest 30-day VWAP target that was achieved based on the CIC Price, and the denominator of which is five. For purposes hereunder, “Change in Control” will have the meaning set forth in the 2021 Omnibus Incentive Plan.

iv.If the Consultancy is terminated (i) by the Company for Cause; or (ii) voluntarily by Executive (defined as “Special Advisor” in the Consulting Agreement), then all vesting will cease as of the date the Consultancy is terminated and all unvested equity awards shall be forfeited.

c.COBRA.

i.The Company will make lump sum cash payment to Executive equal to the cost of individual insurance coverage for COBRA continuation for Executive for the maximum COBRA period available to Executive.

ii.Upon proof of payment from Executive, Executive shall be reimbursed for continuation of coverage for his dependents through the earlier of (i) the maximum COBRA period available to such dependents or (ii) the date Executive becomes eligible for health insurance with a new employer and enrolls his dependents for such group health plan coverage.

In addition to the foregoing, if Executive has not become eligible to be covered under a group health plan sponsored by another employer by the date that is the maximum COBRA period available to Executive (the 18-month anniversary of the date of the Separation Date) (the “COBRA Payment Trigger Date”) then, on the Company’s first regularly scheduled pay date following the COBRA Payment Trigger Date, Executive shall receive a lump sum cash payment equal to six times the amount Executive paid to effect and continue coverage for Executive and Executive's covered dependents, if any, under the Company’s group health plan for the full calendar month immediately preceding the COBRA Payment Trigger Date, plus an additional amount equal to the sum of the income tax payable by Executive on this six-month COBRA payment, plus the amount necessary to put Executive in the same after-tax position (taking into account any and all applicable federal, state, and local taxes at the highest applicable rates) as if no income tax had been imposed on the six-month COBRA payment.

d.Legal Costs. Company agrees to timely and directly pay Executive’s reasonable attorney fees of up to $40,000 for a single law firm to provide legal advice to Executive in connection with his review and execution of this Agreement and the Consulting Agreement subject to his submission of adequate proof of his payment of such fees to the Board of Directors of Company.

4.Return of Company Property. Executive hereby warrants that, no later than the termination date of the Consultancy, or sooner if requested by the Company, Executive will return to the Company all property or data of the Company of any type whatsoever that has been in Executive’s possession or control.

5.Restrictive Covenants, Confidentiality and Invention Assignment. Sections 7 and 9 of the Executive Employment Agreement shall survive termination of the Executive Employment Agreement and are expressly incorporated herein by reference. The twenty-four (24) month restrictive covenant period set forth in Section 7 of the Executive Employment Agreement (and incorporated herein by reference) shall begin to run on June 16, 2023. Sections 2, 7, 11 of the Benson Hill Loyalty Agreement dated March 5, 2021 between Executive and Company (“Loyalty Agreement”) shall survive termination of the Loyalty Agreement and are expressly incorporated herein by reference. Executive shall provide written prior notice to the Chairman of the Board of Directors of any employment or engagement for compensation that Executive accepts or undertakes (each a “Subsequent Employer”) during a period of twenty-four (24) months following the Separation Date that includes the Subsequent Employer’s name and address and the title and responsibilities of the position Executive will or plans to undertake. Company agrees that it will not be a per se violation of the restrictive covenants incorporated herein by reference for Executive to engage in an employment, consulting or other relationship with a private equity firm, investment firm or venture capital firm; provided however, that it will be deemed a violation of the restrictive covenants for Executive to enter into such a relationship with any of the entities set forth on Exhibit C hereto. Executive understands and agrees that the listing of companies on Exhibit C is not an exclusive list of entities with respect to which his employment or other working relationship could be deemed to be a violation of the applicable non-competition provisions.

6.General Release and Waiver of Claims. In consideration for the substantial benefits being provided to the Executive hereunder, the Executive, for himself, his agents, legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the “Releasing Parties”), hereby releases and discharges, to the fullest extent permitted by law, the Company and its present and past subsidiaries and affiliates, its and their respective successors and assigns, and the present and past shareholders, officers, directors, employees, agents and representatives of each of the foregoing (collectively, the “Company Releasees”), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever, whether known or unknown, from the beginning of the world to the date the Executive signs this Agreement, but otherwise including, without limitation, any claims arising out of or relating to the Executive’s employment with and

termination of employment from the Company, for wrongful discharge, for breach of contract, for discrimination or retaliation under any federal, state or local fair employment practices laws, including, Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, for defamation or other torts, for wages, bonuses, incentive compensation, unvested stock, unvested stock options, vacation pay or any other compensation or benefit and any claims under any tort or contract (express or implied) theory, and any of the claims, matters and issues which could have been asserted by the Releasing Parties against the Company Releasees in any legal, administrative or other proceeding in any jurisdiction. Notwithstanding the above, nothing in this release is intended to release or waive (a) the Executive’s right to COBRA, unemployment insurance benefits, any other vested retirement benefits or vested equity awards, (b) the Executive’s rights under this Agreement or the Consulting Agreement, or (c) the Executive’s rights referenced the Second Amended and Restated Certificate of Incorporation of Benson Hill, Inc., the Second Amended and Restated Bylaws of Benson Hill, Inc., the indemnity agreement entered into between the Company and Executive for his service as an officer of the Company, and in the applicable directors and officers liability insurance maintained by the Company.

7.Clawback.

a.During the period following Executive’s termination until (A) in the case of a commission of fraud by Executive, the completion of the Company’s annual audit for the calendar year following the calendar year of Executive’s termination or (B) in the case of any other grounds constituting Cause under the Executive Employment Agreement, the completion of the Company’s annual audit for the calendar year of Executive’s termination, if the Company discovers ground constituting Cause existed before Executive’s termination, or (ii) during such time as the Executive is receiving payments under the Consulting Agreement, Executive materially breaches Section 5 of this Agreement (provided, however, to the extent that such violation is, in the Board’s reasonable good faith determination, capable of being cured, Executive shall have an opportunity to cure such violation within fifteen (15) days following written notice of such violation from the Company), Executive’s right to receive the Phase I and Phase II Bonuses under Exhibit A to the Consulting Agreement will immediately cease and be forfeited, any Phase I and Phase II Bonus previously paid to Executive will immediately be repaid by Executive.

b.Any amounts paid or payable under the Executive Employment Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company or any of its affiliates applicable to Executive, which clawback policies may provide for forfeiture and/or recoupment of amounts paid or payable under the Executive Employment Agreement and the Consulting Agreement. Notwithstanding any provision of this Agreement or the Consulting Agreement to the contrary, the Company and each of its affiliates reserve the right, without the consent of Executive to adopt clawback policies and procedures that may apply to Executive, including such policies and procedures with retroactive effect; provided, however, that any such policies that apply to Executive will (i) also apply to officers of the Company on the same terms and conditions (ii) require a determination in good faith by the Board of Directors of the Company, or a committee of the Board of Directors of the Company composed entirely of independent directors, in order to seek any such forfeiture, recoupment or clawback thereunder.

8.Indemnification. The Company agrees that it will not discriminate against Executive in operation or form with respect to any indemnification rights under the Second Amended and Restated Certificate of Incorporation of Benson Hill, Inc., the Second Amended and Restated Bylaws of Benson Hill, Inc., the indemnity agreement entered into between the Company and Executive for his service as an officer of the Company, and in the applicable directors and officers liability insurance maintained by the Company.

9.No Admission of Liability. This Agreement is not and shall not be construed as an admission or evidence of any wrongdoing or liability on the part of Releasing Parties or the Company Releasees.

10.Survival. It is understood and agreed that, with the exception of (i) Executive’s rights under this Agreement and the Consulting Agreement, and (ii) any of the Executive’s rights to indemnification as provided in the Second Amended and Restated Certificate of Incorporation of Benson Hill, Inc., the Second Amended and Restated Bylaws of Benson Hill, Inc., the indemnity agreement entered into between the Company and Executive for his service as an officer of the Company, and in the applicable directors and officers liability insurance maintained by the Company, all of which shall remain fully binding and in full effect subsequent to the execution of this Agreement, the release set forth in Section 6 is intended and shall be deemed to be a full and complete release of any and all claims that the Executive or the Releasing Parties may or might have against the Company Releasees arising out of any occurrence on or before the Separation Date and this Agreement is intended to cover and does cover any and all future damages not now known to the Executive or which may later develop or be discovered, including all causes of action arising out of or in connection with any occurrence on or before the Separation Date.

11.Exceptions. This Agreement does not (i) prohibit or restrict the Executive from communicating, providing relevant information to or otherwise cooperating with the Equal Employment Opportunity Commission (the “EEOC”) or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Agreement or its underlying facts, or (ii) preclude Executive from benefiting from class-wide injunctive relief awarded in any fair employment practices case brought by any governmental agency, provided such relief does not result in Executive’s receipt of any monetary benefit or substantial equivalent thereof.

12.Successors: Binding Agreement.

a.This Agreement shall be binding upon and shall inure to the benefit of the Company, and its successors and assigns, and the Company shall require any successors and assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

b.Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representative.

13.Tax Treatment; Tax Withholding. The Company and the Executive hereby acknowledge and agree that the Company shall withhold such amounts as may be required to satisfy all federal, state and local withholding and employment tax obligations from any of the Separation Consideration in Section 3.

12. Non-Disparagement. Executive agrees and covenants that, for 24 months after the Separation Date, Executive will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements (oral or written, including, without limitation, via any form of electronic media) concerning the Company or any of its affiliates or any of their respective businesses, employees, contractors, directors, officers, and existing and prospective customers, strategic partners, suppliers, investors and other associated third parties. This Section 12 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from making truthful statements in compliance with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency or arbitral proceeding, provided that such compliance does not exceed that required by the law, regulation, or order (as determined in good faith by Executive, with the assistance of Executive's counsel). The Company will not make any official statements that are defamatory or disparaging to Executive and will instruct each of the Company’s executive leadership team and members of the Board not to authorize the making of any public defamatory or disparaging remarks, comments, or statements concerning Executive and agrees that its executive officers and directors shall be directed not to make any adverse or disparaging comments (oral or written, including, without limitation, via any form of electronic media) about the Executive. Nothing in this Section 12 is intended to prohibit, limit or prevent the Executive or the Company’s officers or directors from providing truthful testimony in a court of law, to a regulatory or law enforcement agency or pursuant to a properly issued subpoena, and such testimony will not be deemed to be a violation of this Section 12.

13. No Special Employment Rights. No provision of this Agreement shall grant or confer upon, or shall be construed to grant or confer upon, the Executive any right with respect to the continuation of his employment by the Company or to otherwise affect in any respect the terms and conditions of such employment except to the extent expressly provided hereunder.

14. Entire Agreement; Amendment. Except as otherwise expressly provided herein, this Agreement, together with the exhibits hereto, constitutes the entire agreement between the parties hereto with regard to the subject matter hereof and thereof, superseding all prior understandings and agreements, whether written or oral. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any such change is sought.

15. 409A Compliance.

a. Intent and Compliance. Notwithstanding any other provision herein to the contrary, the Company shall make the payments required hereunder in compliance with the requirements of Section 409A of the Code and any interpretative guidance issued thereunder. The Company may, in its sole and absolute discretion, delay payments hereunder or make such other modifications with respect to the timing of payments to the limited extent it deems necessary to comply with Section 409A of the Code. To the extent that the Executive’s Separation Date occurs in one calendar year and the period for considering the release expires during the following calendar year, then notwithstanding anything herein to the contrary, the payment of the benefits provided under Section 3 will be paid by the Company to the Executive in the second calendar year.

b. Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive's termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Code §409A and Executive is determined to be a "specified employee" as defined in Code §409A(a)(2)(b)(i), then, to the extent necessary to comply with Code §409A, such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of Executive’s termination or, if earlier, on Executive's death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

16.Interpretation. The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

17.Effect of Headings. The titles of section headings herein contained have been provided solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this Agreement.

18.Severability. The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. In the event that any court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

19.Governing Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Delaware without regard to conflicts of law principles.

20.Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

BENSON HILL, INC. MATTHEW B. CRISP

/s/ Dan Jacobi /s/ Matthew B. Crisp

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (the “Consulting Agreement”) is made and entered into effective as of June 16, 2023 (the “Effective Date”) by and between MATTHEW B. CRISP (“Special Advisor”) and BENSON HILL, INC., a Delaware corporation (the “Company”).

WHEREAS, the Company desires to employ, and Special Advisor desires to be employed, as a consultant to perform certain consulting services for the Company subject to and in accordance with the terms and conditions of this Consulting Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other valuable consideration the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

1.Services.

a.Independent Contractor Agreement. The Company hereby agrees to employ Special Advisor as an independent contractor to perform the tasks and duties which are set forth in the statement of work substantially in the form attached hereto as Exhibit A, that describe the specific services to be performed by Special Advisor (as executed, a “Statement of Work”). A Statement of Work may be amended only by written agreement of the parties.

b.Performance of Services. Special Advisor will perform the services described in each Statement of Work (the “Services”) in accordance with the terms and conditions set forth in each such Statement of Work and this Consulting Agreement. Special Advisor shall report to the Chairman of the Company’s Board of Directors (the “Board”) and, with respect to any matters related to or concerning the Company and its business and the Services being provided under this Consulting Agreement, shall only communicate with the interim Chief Executive Officer (“Interim CEO”), the Chief Executive Officer (“CEO”), or the Chairman of the Board.

c.Communication with Clients or Third Parties. Except as otherwise provided herein, during the term of this Consulting Agreement, Consultant shall not communicate with any of the following with respect to any matters related to or concerning the Company and its business and/or the Services being provided under this Consulting Agreement: (i) current or potential customers, clients, vendors, suppliers, representatives or agents of the Company; (ii) employees of the Company (except as otherwise provided in Section 1(b) or otherwise provided in this Consulting Agreement); and (iii) current and potential business, strategic or investment partners of the Company. To the extent any party identified in (i)-(iii) above contacts or attempts to contact Special Advisor during the term of this Consulting Agreement with respect to any matters related to or concerning the Company and its business and/or the Services being provided under this Consulting Agreement, Special Advisor shall direct such part(ies) to the Interim CEO or CEO. Nothing in this Section 1.c. shall limit or supersede Special Advisor’s obligations under Section 5 of the Separation Agreement and General Release.

2.Payment.

a.Compensation. As Special Advisor’s sole compensation for the performance of Services, Company will pay Special Advisor the Compensation specified in each Statement of Work in accordance with the terms set forth therein.

b.Expenses. Unless otherwise specified in the Statement of Work, Company will not reimburse Special Advisor for any expenses incurred by Special Advisor in connection with performing Services.

c.Payment Terms. All fees and other amounts set forth in the Statement of Work, if any, are stated in and are payable in U.S. dollars. Unless otherwise provided in a Statement of Work, Special Advisor will invoice Company for the Services on a monthly basis consistent with the applicable Statement of Work. Company will pay the full amount of each such invoice within thirty (30) days following receipt thereof, except for any amounts that Company disputes in good faith. The parties will use their respective commercially reasonable efforts to promptly resolve any such payment disputes.

3.Relationship of the Parties.

a.Independent Contractor Status. Special Advisor is an independent contractor and nothing in this Consulting Agreement will be construed as establishing an employment or agency relationship between Company and Special Advisor. Special Advisor has no authority to bind Company by contract or otherwise. Special Advisor will perform Services under the general direction of the Interim CEO, CEO and Chairman of the Board, but Special Advisor will determine, in Special Advisor’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Special Advisor will at all times comply with applicable law. Special Advisor will have no office at any of the Company’s locations and will not have any operational responsibilities. Special Advisor will not engage in any external engagements or representation of the Company, unless such engagement or representation is mutually agreed to between Special Advisor and the Chairman of the Board, Interim CEO or CEO.

b.Taxes and Employee Benefits. The Company and the Special Advisor agree that all fees paid by the Company to the Special Advisor under this Agreement are fees for the Services provided by Special Advisor as an independent contractor and will be treated as such for tax purposes. Special Advisor will report to all applicable government agencies as income all compensation received by Special Advisor pursuant to this Consulting Agreement. Special Advisor will be solely responsible for payment of all withholding taxes, social security, workers' compensation, unemployment and disability insurance or similar items required by any government agency. Special Advisor will not be entitled to any benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Company pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Special Advisor will indemnify and hold Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Special Advisor pursuant to this Consulting Agreement; provided, however, that such indemnification obligations are expressly conditioned upon the Company’s timely written notice to Special Advisor of any claims by any third party that the Company failed to comply with such obligations.

4.Confidential Information. Special Advisor agrees at all times during the term of this Consulting Agreement, and thereafter, to hold in strictest confidence, and not to use (except for the benefit of the Company to fulfill Special Advisor’s obligations to the Company under this Consulting Agreement) or to disclose to any person, firm or company without written authorization from the General Counsel, Interim CEO, CEO or Chairman of the Board of the Company, any Confidential Information of the Company. For purposes of this Consulting Agreement, “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, any non-public research, product or service plans, products, services, customer lists, investor lists, and customers and investors (including, but not limited to, customers or third-party relationships of the Company on whom Special Advisor called, to whom Special Advisor rendered services or provided products or with whom Special Advisor became acquainted during the term of my employment), pricing, costs, markets, summaries, investment strategies, marketing strategies and other strategies, software, developments, Inventions, processes, formulas, technology, designs drawings, engineering, hardware configuration, marketing, financial information or other business information obtained by me or disclosed or made available to me by the Company or any other person or entity during the term of and in connection with my employment with the Company, directly or indirectly, whether in writing, orally, electronically or through any other form or media, or by observation of services, products, systems or other aspects of the Company’s business or otherwise.

Notwithstanding the foregoing, Special Advisor understands that Special Advisor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law. Special Advisor also understands that Special Advisor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Finally, if Special Advisor files a lawsuit for retaliation for reporting a suspected violation of law, Special Advisor may disclose trade secret information to his attorney and use the trade secret information in the court proceeding, provided Special Advisor files any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.

Further notwithstanding the restrictions in this Consulting Agreement, Special Advisor understands that nothing in these confidentiality requirements prohibits Special Advisor from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Special Advisor understands that Special Advisor does not need prior authorization from Company to make any such reports or disclosures, and Special Advisor is not required to notify Company that Special Advisor has made such reports or disclosures. This Consulting Agreement does not limit my right to receive an award for information provided to any government agencies.

The confidentiality provisions set forth in this Consulting Agreement are in addition to, and not in lieu of, Special Advisor’s confidentiality obligations under the Separation Agreement and Release dated as of June 15, 2023, between the Company and Special Advisor (defined as the “Executive” therein) (the “Separation Agreement”).

5.Warranties.

a.No Pre-existing Obligations. Special Advisor represents and warrants that Special Advisor has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Special Advisor’s performance of its obligations under this Consulting Agreement.

b.Performance Standard. Special Advisor represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services.

c.Non-infringement. Special Advisor represents and warrants that the Special Advisor work product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Special Advisor work product is created, developed or supplied by Company or by a third party on behalf of Company.

d.Restrictive Covenants. Special Advisor shall comply with the non-compete, non-solicitation, non-disparagement, and restrictive covenant agreements as provided for in the Separation and Release Agreement entered into between the Company and Special Advisor, to which this Consulting Agreement is attached as an exhibit.

6.Term and Termination.

a.Term. This Consulting Agreement will commence on the Effective Date and terminate automatically on June 15, 2024, unless terminated earlier in accordance with this Section 6.

b.Termination for Cause. The Company may terminate this Consulting Agreement (including all Statements of Work) for Cause. For the purposes of this Consulting Agreement, “Cause” means Special Advisor, in the Board’s reasonable good faith determination, does any of the following:

i.commits a fraud or act of dishonesty against the Company or any of its affiliates (other than immaterial or inadvertent acts that, if capable of cure, are cured promptly by Special Advisor within 30 days following written notice from the Company);

ii.materially breaches any provision of this Consulting Agreement, or any material provision of the Separation Agreement, including but not limited to his obligations under Section 5;

iii.materially breaches the Company’s written policies and/or written practices relating to discrimination, harassment or retaliation;

iv.fails to materially perform the Services after receiving written notification of the failure (excluding any failure resulting from death or disability);

v.willfully performs acts or omissions that constitute misconduct or gross negligence in connection with the performance of the Services (excluding any failure resulting from death or disability); or

vi.willfully disregards any reasonable and lawful written instruction from the Chairman of the Board of Directors, the Interim CEO or CEO (excluding any failure resulting from death or disability).

In the case of (ii), (iv), (v), and (vi) above, grounds for a termination for Cause shall exist only if Special Advisor fails to cure (if curable) such event within 30 days following written notice from the Company.

c.Termination without Cause. The Company may terminate this Consulting Agreement (including all Statements of Work) for any or no reason without prior notice.

d.Termination by Special Advisor. Special Advisor may terminate this Consulting Agreement (including all Statements of Work) for any or no reason provided that Special Advisor provides Company with thirty (30) days prior written notice.

e.Effect of Termination.

i.Termination for any Reason. Upon the termination of this Consulting Agreement for any reason: (i) Special Advisor will promptly deliver to Company all Special Advisor work product, including all work in progress on any Special Advisor work product not previously delivered to Company, if any; (ii) Special Advisor will promptly deliver to Company all Confidential Information in Special Advisor’s possession, custody or control; and (iii) Company will pay Special Advisor any accrued but unpaid fees due and payable to Special Advisor pursuant to Section 2 and Exhibit A at the time of the termination.

ii.Termination by Special Advisor or Termination by the Company for Cause. In the event this Consulting Agreement is terminated by Special Advisor or by the Company for Cause, the following shall also apply:

1.Special Advisor shall forfeit and lose all entitlement to any amounts other than the accrued but unpaid fees due and payable pursuant to Section 2 and Exhibit A at the time of the termination and shall forfeit any interest in any portion of the Phase I Compensation or Phase II Compensation under Exhibit A that had not been earned as of such date.

2.Special Advisor shall forfeit and lose all entitlement to any portion of the Phase I Bonus or Phase II Bonus that had not been paid prior to the date the Consulting Agreement is terminated; provided, however, that for purposes of this Section 6.e.ii.2. only, Cause shall be limited to Special Advisor’s breach of the restrictive covenants incorporated into Section 5 of the Separation Agreement and General Release.

3.All outstanding equity awards will cease vesting as of the date the Consulting Agreement is terminated, and Special Advisor shall forfeit and lose all

entitlement to all unvested equity awards. For the avoidance of doubt, this shall apply to all outstanding option awards, grants of restricted stock units (including the Special Advisor’s Outperformance Grant and Earn out Award) and all other equity interests granted under the 2021 Omnibus Incentive Plan or any other applicable equity or incentive plan of the Company.

iii.Termination without Cause. In the event this Consulting Agreement is terminated by the Company without Cause, Special Advisor shall also be entitled to all amounts that would otherwise be due under Section 2 and Exhibit A had the Company not terminated the Consulting Agreement prior to June 15, 2024. Such amounts shall be paid as soon as practicable following the termination, but no later than ninety (90) days following the termination date subject to Special Advisor’s execution of a General Release in favor of the Company Releasees (as defined in the Separation Agreement and General Release to which this Consulting Agreement is attached) consistent with the General Release and Waiver of Claims set forth in Section 6 of the Separation Agreement and General Release, which General Release shall not provide for any additional restrictive covenants or obligations beyond those set forth in the Separation Agreement and General Release and this Consulting Agreement.

7.Survival. The rights and obligations of the parties under Sections 2, 3(b), 4, 5, 6, 7 and 8 will survive the termination of this Consulting Agreement.

8.Arbitration.

a.Subject to Section 8.b., any dispute, controversy, or claim arising out of or related to Special Advisor’s Services or this Consulting Agreement, or the termination of this Consulting Agreement, including but not limited to claims for any breach of this Consulting Agreement, and any alleged violation of federal, state, or local statute, regulation, common law, or public policy (“Disputes”), shall be submitted to and decided by confidential binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted in St. Louis County, Missouri. Any arbitration conducted under this Section 8.a. shall be private, shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA and shall be conducted in accordance with the Federal Arbitration Act. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Consulting Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective action or representative claims against each other in court, arbitration, or any other proceeding. Any arbitral award determination shall be final and binding upon the parties. The costs of any such arbitration will be shared equally by the Company and Senior Advisor unless the arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and fees to one party.

b.Notwithstanding Section 8.a., the Company may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of Sections 5 and 12 of the Separation Agreement; provided, however, that the remainder of

any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 8.

c.Nothing in this Section 8 shall prohibit a party to this Consulting Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Consulting Agreement in a litigation initiated by a person or entity that is not a party to this Consulting Agreement.

9.General.

a.Assignment. Special Advisor may not assign or transfer this Consulting Agreement, in whole or in part, without Company's express prior written consent. Any attempt to assign this Consulting Agreement, without such consent will be void. Subject to the foregoing, this Consulting Agreement will bind and benefit the parties and their respective successors and assigns.

b.No Election of Remedies. Except as expressly set forth in this Consulting Agreement, the exercise by Company of any of its remedies under this Consulting Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Consulting Agreement or available at law or in equity or otherwise.

c.Attorneys’ Fees. If any action is necessary to enforce the terms of this Consulting Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.

d.Governing Law, Jurisdiction, and Venue. This Consulting Agreement, for all purposes, shall be construed in accordance with the laws of Delaware without regard to conflicts of law principles.

e.Severability. If any provision of this Consulting Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Consulting Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

f.Waiver. The failure by either party to enforce any provision of this Consulting Agreement will not constitute a waiver of future enforcement of that or any other provision.

g.Notices. All notices required or permitted under this Consulting Agreement will be in writing, will reference this Consulting Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationallyrecognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the address as may be specified by either party to the other party in accordance with this Section.

h.Entire Agreement. This Consulting Agreement, together with all Statements of Work and the Separation Agreement to which this is attached as an Exhibit, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. In the event of a conflict, the terms and conditions of each Statement of Work will take precedence over the terms and conditions of this Consulting Agreement. Any waiver, modification or amendment of any provision of this Consulting Agreement will be effective only if in writing and signed by the parties hereto.

10.Counterparts. This Consulting Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first above written.

BENSON HILL, INC. MATTHEW B. CRISP

/s/ Dan Jacobi /s/ Matthew B. Crisp

Exhibit 10.3

INTERIM EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made and entered into as of June 16, 2023 (the “Effective Date”), by and between ADRIENNE ELSNER (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”).

WHEREAS, the Company desires to employ Executive on the terms and conditions set forth in this Agreement; and

WHEREAS, Executive desires to render services to the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties agree as follows:

1.Term. This Agreement will remain in force and effect for the twelve-month period beginning June 16, 2023 and ending June 15, 2024 unless earlier terminated as provided in Section 4 (the “Employment Term”). It is anticipated that the Employment Term shall end on June 15, 2024; however, the parties may agree to renew this Agreement for subsequent periods under such terms and conditions as mutually agreed upon by the parties and documented in a written agreement executed by the Company and Executive.

2.Position, Duties and Location.

2.1Position. During the Employment Term, Executive will serve as the Interim President and Chief Executive Officer of the Company (“Interim CEO”), reporting to the Board of Directors of the Company (“Board”). In such position, Executive will have all duties, authority, and responsibilities as are consistent with Executive’s position as Interim CEO, as well as such additional duties, consistent with Executive’s position as Interim CEO, as may be assigned to Executive by the Board from time to time.

2.2Duties. During the Employment Term, Executive shall devote Executive’s full business time, attention and best efforts to the business of the Company and its affiliates and to the performance of Executive's duties thereto and hereunder, and will not engage in any other business, profession, or occupation for compensation or otherwise which would, individually or in the aggregate, conflict or materially interfere with the performance of Executive’s duties or services to the Company or any of its affiliates either directly or indirectly without the prior written consent of the Board. Notwithstanding the preceding, Executive may: (a) continue to serve as a member of any board of directors on which Interim CEO is serving as of the date of this Agreement; (b) with the prior written approval of the Board regarding the identity of the organization, serve as a member of one other for-profit board of directors, advisory or similar governing or advisory body; (c) participate in social, charitable and civic activities (including serving as an officer or director of an entity related to such activities); and (d) participate in personal investment activities (including serving as an officer or director of an entity related to such activities), in each case, so long as such positions and activities do not conflict or materially interfere with the Executive’s duties and responsibilities to the Company.

2.3Place of Performance. The principal place of Executive’s employment is the Company's principal executive office currently located in St. Louis County, Missouri, subject to reasonable customary business travel.

3.Compensation and Benefits.

3.1Base Salary. During the Employment Term, the Company will pay to the Executive as compensation for the performance of her duties and obligations under this Agreement an annual base salary of $550,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment and withholding laws, but no less frequently than monthly. Executive's annual base salary is referred to as “Base Salary.”

3.2Annual Bonus.

(a)During the Employment Term, Executive will be eligible to receive a prorated annual bonus (the “Annual Bonus”) for 2023 and 2024 based on the achievement of applicable Company and individual performance metrics (consistent with the executive bonus plan applicable generally to the Company’s senior executives) established by the Board or the compensation committee of the Board (the “Compensation Committee”). Executive’s target Annual Bonus opportunity for both 2023 and 2024 equals a total of 125% of Base Salary (the “Target Bonus”). The 2023 Annual Bonus amount will be paid at the same time as other senior executive bonus payments for 2023 and no later than March 15, 2024. The 2024 Annual Bonus will be paid on June 15, 2024.

(b)Except as otherwise provided in Section 4, in order to be eligible to receive the Annual Bonus, Executive must be employed by the Company on the date that such Annual Bonus, if any, is paid.

3.3Equity Awards.

(a)During the Employment Term, Executive will be eligible to participate in the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan”), as determined by the Board or the Compensation Committee, in its sole discretion. Except as otherwise specifically provided, nothing in this Agreement shall be construed to give Executive any rights to any amount or type of grant or award. Any equity awards shall be granted pursuant to, and subject to, the terms and conditions of the Incentive Plan and an award agreement and authorized by the Board or the Compensation Committee. Without limiting the generality of the preceding, Executive will be eligible to receive an equity award of restricted stock units under the Incentive Plan with a grant date fair value equal to approximately 200% of Executive’s Base Salary, subject to such Company and individual performance goals as may be established by the Board or Compensation Committee, and such award shall time vest on June 15, 2024, provided Executive remains employed through such date. The award shall performance vest on the date the performance goals are satisfied, provided such vesting occurs on or before June 15, 2024. Except as otherwise provided in Section 4.2, upon the termination of Executive’s employment, any portion of the equity award that has not both time and performance vested will be immediately forfeited.

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(b)Without limiting the generality of Section 3.3(a), in consideration of Executive entering into this Agreement, Executive will also be eligible to receive a one-time equity incentive award of restricted stock units under the Incentive Plan (the “Outperformance Grant”) which shall be conditioned on the satisfaction of certain performance criteria as determined in the sole discretion of the Board or Compensation Committee. Executive’s Outperformance Grant will have a grant date fair value equal to approximately 200% of Executive's Base Salary, subject to such Company and individual performance goals as may be established by the Board or Compensation Committee. The Outperformance Grant shall also time vest on June 15, 2024, provided Executive remains employed through such date. The Outperformance Grant shall performance vest in full on the date the performance goals are satisfied, provided such vesting occurs on or before June 15, 2024.

Except as otherwise provided in Section 4.2, upon the termination of Executive’s employment, any portion of the Outperformance Grant that has not both time and performance vested will be immediately forfeited. The Outperformance Grant will be subject to the terms and conditions of the Incentive Plan and an award agreement that shall not include any terms inconsistent with those set forth in this Agreement.

3.4Benefits. During the Employment Term, Executive is entitled to participate in all employee benefit plans, practices, and programs, including fringe benefits and perquisites, that are maintained by the Company (collectively, “Employee Benefit Plans”), subject to the terms and conditions of the applicable Employee Benefit Plans as in effect from time to time, on a basis that is generally no less favorable than is provided to other similarly situated senior executives of the Company, to the extent consistent with applicable law. The Company reserves the right to amend or terminate any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law. At all times during the Employment Term and thereafter, the Company will provide Executive with indemnification under the Company's organizational documents and director and officer liability insurance coverage, all on terms no less favorable than the coverage provided to other Company executives or members of the Board. In this regard, Company and Executive agree to execute and be bound by the Company’s standard indemnity agreement for its senior executives, which is attached hereto as Exhibit B (the “Indemnity Agreement”).

3.5Vacation; Paid Time Off. During the Employment Term, Executive shall be eligible to receive paid time off in accordance with the Company’s policies for executive officers as such policies may exist from time to time and as required by applicable law, on a basis that is no less favorable than is provided to other similarly situated senior executives of the Company.

3.6Legal Costs. Company agrees to reimburse Executive’s reasonable and documented attorney fees to provide legal advice to Executive in connection with the review and execution of this Agreement.

3.7Housing Allowance and Moving Expenses. During the Employment Term, the Company will provide Executive a housing allowance of $3000 per month for suitable, furnished housing in the St. Louis area, plus an additional amount equal to the sum of the income tax payable by Executive on this housing allowance, plus the amount necessary to put Executive

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in the same after-tax position (taking into account any and all applicable federal, state, and local taxes at the highest applicable rates) as if no income tax had been imposed on this housing allowance. In addition, Executive is entitled to reimbursement for reasonable moving expenses to and from Missouri with applicable invoices to be submitted to the Board for approval.

3.8Business Expenses. Executive is entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by Executive in connection with the performance of Executive’s duties in accordance with the Company’s expense reimbursement policies and procedures on a basis that is no less favorable than is provided to other similarly situated senior executives of the Company, and subject to Section 5.2(c).

3.9COBRA. If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s covered dependents. Such reimbursement may either (x) be paid to Executive on the first payroll date of the month immediately following the month in which Executive timely remits the premium payment, or (y) remitted directly to the COBRA administrator on Executive’s behalf. Executive shall be eligible to receive such reimbursement until the earliest of:

(i)the 18-month anniversary of the date of Executive’s termination;

(ii)the date Executive is no longer eligible to receive COBRA continuation coverage; and

(iii)the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source.

Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(d) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.2(d) in a manner as is necessary to comply with the ACA without diminishing the material economic benefits to Executive.

In addition to the foregoing, if Executive has not become eligible to be covered under a group health plan sponsored by another employer by the date that is the 18-month anniversary of the date of Executive’s termination (the “COBRA Payment Trigger Date”), then, on the Company's first regularly scheduled pay date following the COBRA Payment Trigger Date, Executive shall receive a lump sum cash payment equal to six times the amount Executive paid to effect and continue coverage for Executive and Executive's covered dependents, if any, under the Company's group health plan for the full calendar month immediately preceding the COBRA Payment Trigger Date, plus an additional amount equal to the sum of the income tax payable by Executive on this six-month COBRA payment, plus the amount necessary to put Executive in the same after-tax position (taking into account any and all applicable federal, state, and local taxes

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at the highest applicable rates) as if no income tax had been imposed on the six-month COBRA payment.

4.Termination of Employment. Executive’s employment may be terminated by either the Company or Executive at any time and for any reason or for no particular reason; provided that, unless otherwise provided in this Agreement, Executive must give the Company at least 90 days’ advance written notice of any termination of Executive’s employment. If Executive gives notice of termination, following such notice, the Company may require that Executive not perform any services during all or any portion of such period and/or accelerate the effective date of termination by giving written notice to Executive at any time during such notice period. If Company terminates Executive’s employment without Cause, Company will provide Executive 30 days’ advance notice of termination of Executive’s employment and may require that Executive not perform any services during all or any portion of such period. Upon termination of Executive’s employment, Executive is entitled only to the compensation and benefits described in this Section 4 and has no further rights to any compensation or any other benefits from the Company or any of its affiliates. The amounts payable to Executive following termination pursuant to this Section 4 will be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims that Executive may have in respect of employment with the Company or any of its affiliates, and Executive acknowledges that such amounts are fair and reasonable, and are Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of the Employment Term or any breach of this Agreement by the Company

4.1Termination for Cause, or Resignation Without Good Reason.

(a)If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive is entitled to receive:

(i)any accrued but unpaid Base Salary, which shall be paid on the first administratively practicable pay date following the date of Executive’s termination in accordance with the Company's customary payroll procedures;

(ii)reimbursement for unreimbursed business expenses properly incurred by Executive during the Employment Term, which shall be subject to and paid in accordance with the Company's expense reimbursement policy and this Agreement; and

(iii)such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of Executive's termination in accordance with the terms thereof; provided that, in no event shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided in this Agreement.

Items (i) through (iii) are referred to collectively as the “Accrued Amounts.”

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(b)For purposes of this Agreement, “Cause” means Executive, in the Board’s reasonable good faith determination, does any of the following:

(i)is convicted of or pleads no contest to any criminal act under federal or state law that is (A) a felony or (B) a misdemeanor involving moral turpitude;

(ii)commits a fraud or act of dishonesty against the Company or any of its affiliates;

(iii)materially breaches (A) any material provision of this Agreement, or any other written agreement Executive has with the Company or any of its affiliates (including, without limitation, any material restrictive covenant provision), (B) the Company’s written policies and/or written practices applicable generally to the Company's senior-most executives, or (C) any statutory or fiduciary duty Executive owes to the Company or any of its affiliates;

(iv)fails to materially perform reasonable and lawful assigned duties after receiving written notification of the failure (excluding any failure resulting from death or disability);

(v)willfully performs acts or omissions that constitute misconduct or gross negligence in connection with the performance of reasonable and lawful assigned duties (excluding any failure resulting from death or disability); or

(vi)willfully disregards any reasonable and lawful written instruction from the Board (excluding any failure resulting from death or disability).

In the case of (iii), (iv), (v), and (vi) above, grounds for a termination for Cause shall exist only if Executive fails to cure (if curable) such event within 30 days following written notice from the Company.

(c)For purposes of this Agreement, Executive has “Good Reason” to resign in the event that the Company, without Executive’s consent (whether as a single action or a series of actions):

(i)a change in Executive’s reporting relationship (including, but not limited to, having Executive report to anyone other than the board of directors of the ultimate parent company of the Company);

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(ii)materially breaches its obligations to Executive under this Agreement;

(iii)reduces Executive’s Base Salary (other than a one-time reduction of not more than 15% that applies equally to all other Company executives;

(iv)requires Executive to relocate Executive’s principal place of employment to a location that is more than 50 miles from the Company’s principal place of business on the Effective Date (other than pursuant to any stay-at-home or similar governmental law, order, request or recommendation); or

(v)a material diminution in Executive’s responsibilities, duties, authority or title (including, but not limited to, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s position as Interim CEO).

Notwithstanding the foregoing, in order for Executive’s resignation to constitute a resignation for “Good Reason” as a result of any of (i), (ii), (iii) or (iv) above, (A) Executive must give written notice to the Company specifying in reasonable detail the event alleged to give rise to Good Reason within 30 days following the date on which such event first occurred, (B) the Company fails to cure within 30 days after its receipt of such notice, and (C) Executive must resign from all positions Executive then holds with the Company within 30 days after the expiration of such cure period.

4.2Termination Without Cause, or Resignation for Good Reason. The Executive's employment may be terminated by Executive’s resignation for Good Reason or by the Company without Cause before June 15, 2024. In the event of such resignation or termination, Executive is entitled to receive the Accrued Amounts and, subject to Executive’s (x) continued compliance with Section 6, Section 7, and Section 8 of this Agreement and (y) timely execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in substantially the same form as attached as Exhibit A (the “Release”), and the Release becoming effective according to its terms within 60 days following such resignation or termination (the date the Release becomes effective, the “Release Effective Date”), Executive shall be entitled to receive the following (collectively, the “Severance Benefits”):

(a)Executive’s Base Salary through June 15, 2024 paid in equal installment payments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall begin on the Company's first payroll date after the Release Effective Date.

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(b)A lump sum payment equal to the unpaid Annual Bonus amounts, if any, that Executive otherwise earned prior to Executive's resignation or termination. This amount shall be paid at the time specified in the Annual Bonus award or plan documenting the Annual Bonus terms and conditions for the Executive as if the Executive had not resigned or been terminated prior to June 15, 2024.

(c)A lump sum payment equal to the difference between the Annual Bonus earned and paid under Section 4.2(b), above, and the Annual Bonus, if any, that Executive otherwise would have earned for the Employment Term had no resignation or termination occurred, based on the lower of (1) achievement of the applicable target performance goals for the applicable year, or (2) actual performance (ignoring in all cases any exercise of negative discretion with respect to individual performance). This amount shall be paid at the time specified in the Annual Bonus award or plan documenting the Annual Bonus terms and conditions for the Executive as if Executive had not resigned or been terminated prior to June 15, 2024.

(d)If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s covered dependents. Such reimbursement may either (x) be paid to Executive on the first payroll date of the month immediately following the month in which Executive timely remits the premium payment, or (y) remitted directly to the COBRA administrator on Executive’s behalf. Executive shall be eligible to receive such reimbursement until the earliest of:

(i)the 18-month anniversary of the date of Executive’s termination;

(ii)the date Executive is no longer eligible to receive COBRA continuation coverage; and

(iii)the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source.

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Executive’s covered dependents, if any, under the Company’s group health plan for the full calendar month immediately preceding the COBRA Payment Trigger Date, plus an additional amount equal to the sum of the income tax payable by Executive on this six-month COBRA payment, plus the amount necessary to put Executive in the same after-tax position (taking into account any and all applicable federal, state, and local taxes at the highest applicable rates) as if no income tax had been imposed on the six-month COBRA payment.

(e)With respect to any outstanding equity awards at the time of resignation or termination under this Section 4.2:

(i)Any unvested portion of such outstanding equity awards that are subject to time-vesting shall time vest on the Release Effective Date as to the portion that would otherwise vest had Executive remained employed until June 15, 2024.

(ii)Any unvested portion of the Outperformance Grant (after taking into account the accelerated time vesting in Section 4.2(i) that has not performance vested, will remain outstanding and eligible to performance vest during the period following the date of such resignation or termination and will be forfeited as to the portion that has not performance vested by June 15, 2024.

Any delays in the settlement or payment of awards vested under this Section 4.2(e) that are set forth in the applicable award agreement and that are required under Code §409A shall remain in effect.

(f)During the period following Executive’s termination until (A) in case of a commission of fraud by Executive, the completion of the Company’s annual audit for the calendar year following the calendar year of Executive’s termination or (B) in the case of any other grounds constituting Cause, the completion of the Company’s annual audit for the calendar year of Executive’s termination, if the Company discovers grounds constituting Cause existed before Executive’s termination, or (ii) during such time that Executive is receiving the Severance Benefits, Executive materially breaches any of the covenants set forth in Sections 6, 7 and/or 8 of this Agreement (provided, however, to the extent that such violation is, in the Board’s reasonable good faith determination, capable of being cured, Executive shall have an opportunity to cure such violation within fifteen (15) days following written notice of such violation from the Company), Executive’s right to receive the Severance Benefits will immediately cease and be forfeited, and any Severance Benefits previously paid to Executive will be immediately repaid by Executive.

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4.3Death or Disability.

(a)Executive’s employment shall terminate automatically upon Executive’s death during the Employment Term, and the Company may terminate Executive's employment on account of Executive's Disability. For the avoidance of doubt, termination on account of Executive’s death or Disability will not be a termination for Cause.

(b)If Executive’s employment is terminated during the Employment Term on account of Executive’s death or Disability, Executive (or Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts and any outstanding equity awards. Notwithstanding any other provision, all payments made in connection with Executive’s Disability shall be provided in a manner which is consistent with applicable federal and state law.

(c)With respect to any outstanding equity awards at the time of death or Disability, any unvested portion of such outstanding equity awards that are subject to time-vesting shall time vest as to the portion that would otherwise vest had Executive remained employed until June 15, 2024. Any unvested portion of the Outperformance Grant that has not performance vested, will remain outstanding and eligible to performance vest during the period following the date of such death or Disability and will be forfeited as to the portion that has not performance vested by June 15, 2024.

(d)For purposes of this Agreement, “Disability” shall mean Executive being entitled to receive long term disability benefits under the Company's long-term disability plan.

4.4Notice of Termination. Any termination of Executive’s employment by the Company or by Executive during the Employment Term (other than termination pursuant to Section 4.3(a) on account of Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party in accordance with Section 18. The Notice of Termination shall specify (i) the termination provision of this Agreement relied upon; (ii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated; and (iii) the applicable date of termination.

4.5Resignation of All Other Positions. Upon termination of the Employment Term, Executive shall be deemed to have resigned from all positions that Executive holds as an officer or employee of the Company and any of its affiliates; provided, however, that such termination shall not be deemed a resignation by Executive from any position(s) that Executive holds as a non-employee director, fiduciary or member of the governing board (or a committee thereof), in each case, of the Company or any of its affiliates unless such termination is for Cause. Executive will take all actions reasonably requested by the Company to give effect to this provision, including execution of a formal resignation letter.

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5.Taxes.

5.1Withholding. The Company shall have the right to withhold from any amount payable to Executive any federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

5.2Internal Revenue Code §409A.

(a)Intent and Compliance. This Agreement is intended to comply with the Internal Revenue Code of 1986, as amended (the “Code”) §409A, including the Treasury Regulations issued thereunder, or an applicable exemption therefrom and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, any payments provided under this Agreement may only be made upon an event and in a manner that complies with Code §409A or an applicable exemption therefrom. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Code §409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code §409A to the maximum extent possible. For purposes of Code §409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Code §409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code §409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Code §409A.

(b)Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive's termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Code §409A and Executive is determined to be a “specified employee” as defined in Code §409A(a)(2)(b)(i), then, to the extent necessary to comply with Code §409A, such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of Executive’s termination or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

(c)Reimbursements. To the extent required by Code §409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(i)the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the

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expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year.

(ii)any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(iii)any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

5.3Code §280G.

(a)Net Benefit. If any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) would constitute “parachute payments” within the meaning of Code §280G and would, but for this Section 5.3, be subject to the excise tax imposed under Code §4999 (the “Excise Tax”), then, notwithstanding anything in this Agreement to the contrary, prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 5.3 shall be made in a manner determined by the Tax Counsel that is consistent with the requirements of Code §409A and subject to the following. If a reduction in payments, severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (1) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced), (2) cancellation of equity awards granted within the twelve-month period prior to a “change of control” (as determined under Code Section 280G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards will be cancelled first), (3) cancellation of accelerated vesting of equity awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first) and (4) reduction of continued employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the

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occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Executive have any discretion with respect to the ordering of payment reductions. Nothing in this Section 5.3(a) shall require the Company or any of its affiliates to be responsible for, or have any liability or obligation with respect to, Executive's excise tax liabilities under Section 4999 of the Code.

(b)280G Calculations. All calculations and determinations under this Section 5.3 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.3, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Code §2800 and Code §4999. The Company and Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.3. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

6.Loyalty Agreement. Executive agrees to execute and be bound by the Company’s form Loyalty Agreement, which is attached hereto as Exhibit C (the “Loyalty Agreement”). The Loyalty Agreement is hereby incorporated by reference into this Agreement; provided, however, that the provisions of Section 6 of the Loyalty Agreement (“Restrictive Covenants”) are expressly superseded by Section 7 of this Agreement and shall not be applicable. Executive agrees that Executive will remain bound by the terms of the Loyalty Agreement other than Section 7 thereof, along with all applicable Company policies, as those policies exist from time to time. In the event of a conflict between the terms of this Agreement, on the one hand, and the Loyalty Agreement or the Company policies, on the other hand, the terms of this Agreement shall govern and control.

7.Restrictive Covenants. Executive acknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable and that Executive's performance of such services to a competing business will result in irreparable harm to the Company; (ii) Executive has had and will continue to have access to Confidential Information (as that term is defined in the Loyalty Agreement), which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates; (iii) in the course of employment by a competitor, Executive would inevitably use or disclose such Confidential Information; (iv) the Company and its affiliates have substantial relationships with their customers and Executive has had and will continue to have access to these customers; (v) the Executive has received and will receive specialized training from the Company and its affiliates; and (vi) Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of employment. Accordingly, Executive covenants and agrees that during the Employment Term and for 24 months thereafter, Executive shall not, directly or indirectly, without the prior written consent of the Board, and except in the furtherance of the Executive’s duties hereunder:

7.1As an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or through any kind of ownership (other than ownership of

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securities of publicly held corporations of which Executive owns less than 1% of any class of outstanding securities so long as Executive has no active participation in the business of any such corporation) or in any other representative or individual capacity, whether or not for compensation, own, manage, operate, control, be employed by, engage in or render any services to any business of any person, firm, corporation or other entity, in whatever form, that is engaged in any work or activity that involves a product, process apparatus, service or development that is then competitive with or similar to a product, process, apparatus, service or development on which Executive worked or with respect to which Executive had access to Confidential Information (as that term is defined in the Loyalty Agreement) while at the Company or any of its affiliates at any time on or before the termination of Executive's employment, or in any other segment of the industry in which the Company or any affiliate is or has (as of the date of Executive’s termination of employment) substantial and material active plans to become involved after the Effective Date and on or prior to the date of termination of Executive's employment.

7.2Employ, solicit, hire, recruit, attempt to employ, solicit, hire or recruit, or induce the termination or diminution of employment or engagement of, any employee or other service provider of the Company or any of its affiliates or any individual who was an employee or other service provider of the Company or any of its affiliates in the prior six months. A general advertisement not directed specifically at employees or other service providers of the Company or an affiliate will not be a violation of this Section 7.2 or of Section 6(c) of the Loyalty Agreement.

7.3Solicit, contact (including but not limited to email, regular mail, express mail, telephone, fax, instant message, or social media), or meet or attempt to solicit, contact, or meet with the Company’s or any of its affiliates' current, former or prospective customers, vendors or suppliers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any affiliates.

8.Non-Disparagement. Executive agrees and covenants that, during and for 24 months after the Employment Term, Executive will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or any of its affiliates or any of their respective businesses, employees, contractors, directors, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 8 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from making truthful statements in compliance with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency or arbitral proceeding, provided that such compliance does not exceed that required by the law, regulation, or order (as determined in good faith by Executive, with the assistance of Executive’s counsel). During the Employment Term and for 24 months after the Employment Term, the Company will not make any official statements that are defamatory or disparaging to Executive and will instruct each of the Company’s executive leadership team and members of the Board not to authorize the making of any public defamatory or disparaging remarks, comments, or statements concerning Executive and agrees that its executive officers and directors shall be directed not to make any adverse or disparaging comments (oral or written, including, without limitation, via any form of electronic media) about the Executive. Nothing in this Section 8 is intended to prohibit, limit or prevent the Executive or the Company’s officers or

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directors from providing truthful testimony in a court of law, to a regulatory or law enforcement agency or pursuant to a properly issued subpoena, and such testimony will not be deemed to be a violation of this Section 8.

9.Remedies for Breach of Covenants.

9.1Acknowledgement. Executive acknowledges and agrees that the services to be rendered by Executive to the Company are of a special and unique character; that Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company and its affiliates. Executive agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Confidential Information, goodwill and legitimate business interests of the Company and its affiliates. The Company and Executive further acknowledge and agree that, if any court of competent jurisdiction or other appropriate authority shall disagree with the parties’ foregoing agreement as to reasonableness, then such court or other authority shall reform or otherwise modify the foregoing covenants only so far as necessary to be enforceable.

Executive further acknowledges that the benefits provided to Executive under this Agreement, including the amount of Executive's compensation, reflects, in part, Executive’s obligations and the Company's rights under Section 6, Section 7, and Section 8 of this Agreement; that Executive has no expectation of any additional compensation, royalties, or other payment of any kind not otherwise referenced; and that Executive will not suffer undue hardship by reason of full compliance with the terms and conditions of Section 6, Section 7, and Section 8 of this Agreement or the Company’s enforcement its rights. Such covenants shall be deemed and construed as separate agreements independent of any other provisions of this Agreement and any other agreement between the Company and Executive.

9.2Remedies. In the event of a breach or threatened breach by Executive of Section 6, Section 7, and Section 8 of this Agreement, Executive hereby consents and agrees that Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, attorneys’ fees, or other forms of relief available to Company. The existence of any claim or cause of action by Executive against the Company, unless predicated on this Agreement, shall not constitute a defense to the enforcement by the Company of any or all such covenants.

10.Arbitration.

10.1Subject to Section 10.2, any dispute, controversy, or claim arising out of or related to Executive's employment by the Company, or termination of employment, including

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but not limited to claims arising under or related to this Agreement or any breach of this Agreement, and any alleged violation of federal, state, or local statute, regulation, common law, or public policy (“Disputes”), shall be submitted to and decided by confidential binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted in St. Louis County, Missouri consistent with the Employment Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time the arbitration is commenced, except as modified by this Agreement. Any arbitration conducted under this Section 10.1 shall be private, shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA and shall be conducted in accordance with the Federal Arbitration Act. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective action or representative claims against each other in court, arbitration, or any other proceeding. Any arbitral award determination shall be final and binding upon the parties. The costs of any such arbitration will be shared equally by the Company and Executive unless the arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and fees to one party.

10.2Notwithstanding Section 10.1, either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of Section 6 through 9; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 10.

10.3Nothing in this Section 10 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 10 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

11.Governing Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Delaware without regard to conflicts of law principles.

12.Entire Agreement. Unless otherwise specifically provided, this Agreement (including the Loyalty Agreement) contains all of the understandings and representations between Executive and the Company pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter, including that certain Employment Agreement Term Sheet by and between the Company and Executive.

13.Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by Executive and by the Company. No waiver by either of the parties of any breach by the other party of any

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condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

14.Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth in this Agreement.

15.Clawback. Amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company or any of its affiliates applicable to Executive, which clawback policies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company and each of its affiliates reserves the right, without the consent of Executive, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.

16.Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

17.Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

18.Successors and Assigns. This Agreement is personal to Executive and shall not be assigned by Executive. Any purported assignment by Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company, provided that such successor has the financial wherewithal to perform all obligations of the Company under this Agreement. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

19.Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Benson Hill, Inc.

Attn: General Counsel

1001 N. Warson Road

Suite 200

St. Louis, MO 63132

[***]

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If to Executive:

Adrienne Elsner

[***]

20.Representations of Executive. Executive represents and warrants to the Company that Executive’s performance of Executive’s duties will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which Executive is a party or is otherwise bound. Executive’s performance of Executive’s duties will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.

21.Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

22.Acknowledgement of Full Understanding. Executive acknowledges and agrees that Executive has fully read, understands and voluntarily enters into this Agreement. Executive acknowledges and agrees that Executive has had an opportunity to ask questions and consult with an attorney of Executive's choice before signing this agreement.

23.Third-Party Beneficiaries. Each affiliate of the Company that is not a signatory to this Agreement shall be a third-party beneficiary of Executive's obligations under Sections 4.5, 6, 7, 8, 9 and 10 and shall be entitled to enforce such obligations as if a party hereto.

[Signature page follows, remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

BENSON HILL, INC. ADRIENNE ELSNER

/s/ Dan Jacobi________________ /s/ Adrienne Elsner_____________

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Exhibit 99.1

Benson Hill Announces Leadership Transition

Adrienne “Deanie” Elsner Appointed Interim Chief Executive Officer, Effective Immediately

Matt Crisp Resigning as Chief Executive Officer

ST. LOUIS, MO. – June 16, 2023 – Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced that Adrienne “Deanie” Elsner has been appointed Interim Chief Executive Officer of the Company. Ms. Elsner succeeds Matt Crisp, who has agreed to resign as Chief Executive Officer, effective immediately. Mr. Crisp will serve as consultant to the Board for 12 months to ensure a smooth transition.

The Board is initiating a search process for the Company’s next permanent CEO. To assist in the process, the Board will retain an executive search firm to conduct a comprehensive search and will evaluate both internal and external candidates.

“On behalf of the Board of Directors, I’d like to thank Matt for his contributions to Benson Hill. Since co-founding the Company over a decade ago, Matt has helped establish Benson Hill’s vision and led the Company to where it is today,” said Dan Jacobi, Chairman of the Benson Hill Board of Directors. “The Board continues to focus on operational excellence and maximizing the long-term value of Benson Hill’s technology and products. We are grateful to have an established leader in Deanie step in as interim CEO during this important time. Deanie has significant operating experience and a record of delivering results in complex organizations. We are confident that she is the right person to lead the Company as we identify a permanent leader to take Benson Hill into its next phase.”

Mr. Crisp said, “I co-founded Benson Hill with the goal of bringing necessary innovation and disruption that has been sorely lacking across the agri-food value chain. From attracting the best team in our industry, to developing best-in-class platforms like CropOS and Crop Accelerator, to acquiring key facilities and vertically integrating to achieve our go-to-market strategy, we have established a foundation for growth that is poised to reshape the future of food production. That said, as we focus on the execution required to navigate this operating landscape, the Board and I have agreed that now is the right time to begin transitioning Benson Hill’s leadership.”

Mr. Crisp continued, “I know I am leaving the Company in capable hands, and I intend to work closely with Deanie to ensure a smooth transition for our stakeholders. It has been an honor to work alongside the creative and dedicated Benson Hill team, and I thank them for their commitment to Being Bold and supporting me and the Company for the past eleven years.”

“It is a privilege to take on the role of Interim CEO of Benson Hill,” said Ms. Elsner. “Benson Hill has grown tremendously since 2012, using its proprietary data and technology, making key investments to build out its unique model and bringing to market innovative products made better from the beginning. I look forward to working with the Board and the Benson Hill team to enable the Company to reach its full potential.”

Separately, Benson Hill today announced in a standalone press release the appointment of Richard Mack as an Independent Director to the Company’s Board of Directors, effective immediately. Mr. Mack brings nearly 30 years of agribusiness leadership experience to the Benson Hill Board.

About Deanie Elsner

Ms. Elsner is a business leader with a track-record of delivering transformational change across North American and International businesses. She recently served as President, Chief Executive Officer, and Director of Charlotte’s Web Holdings, Inc., a vertically integrated leader in hemp-derived CBD extract products, from 2019 to 2021. Prior to that, she served as President, U.S. Snacks, Kellogg Company. Before that, she worked with notable companies in the consumer products industry including Kraft Foods, Quaker Oats, Johnson & Johnson and Procter & Gamble. Ms. Elsner serves on the Board of Directors for Owens Corning, a Fortune 500 industrial manufacturing company. She previously served on

the board of the Ad Council. Ms. Elsner received an MBA in Finance and Marketing from the University of Chicago and a Bachelor of Science in Business from the University of Arizona.

About Benson Hill

Benson Hill moves food forward with the CropOS® platform, a cutting-edge food innovation engine that combines data science and machine learning with biology and genetics. Benson Hill empowers innovators to unlock nature’s genetic diversity from plant to plate, with the purpose of creating nutritious, great-tasting food and ingredient options that are both widely accessible and sustainable. More information can be found at bensonhill.com or on Twitter at @bensonhillinc.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements include, among other things, statements regarding the execution of the Company’s business plan; the Company’s executive leadership transition and the Company’s CEO search process, including the Board’s retention of an executive search firm and the evaluation of both internal and external candidates; the review of the Company’s business; and the appointment of a new director to the Company’s Board. Factors that may cause actual results to differ materially from current expectations and guidance include, but are not limited to: risks associated with the Company’s execution of its executive leadership transition, including, among others, risks relating to maintaining key employee, customer, partner and supplier relationships; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our filings with the SEC, which are available on the SEC’s website at www.sec.gov. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved, including without limitation, any expectations about our operational and financial performance or achievements. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any duty to update these forward-looking statements, except as otherwise required by law.

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Contacts

Investors: Ruben Mella: (314) 714-6313 / rmella@bensonhill.com

Media: Christi Dixon: (636) 359-0797 / cdixon@bensonhill.com

Exhibit 99.2

Benson Hill Appoints Richard Mack to Board of Directors

Agriculture Industry Executive Brings Nearly Three Decades of Experience to Benson Hill Board

ST. LOUIS, MO. – June 16, 2023 – Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced that it has appointed Richard Mack as an Independent Director to the Company’s Board of Directors, effective immediately. Mr. Mack will serve on the Board’s Audit and Risk Committee and Compensation Committee. With his appointment, the Board will comprise nine directors, seven of whom are independent.

Mr. Mack brings nearly 30 years of leadership experience to the Benson Hill Board. Mr. Mack previously served as Executive Vice President and Chief Financial Officer of The Mosaic Company, a global leader in the crop nutrient industry and a Fortune 500 company. Mosaic was formed through the spin-off and merger of Cargill Inc.’s fertilizer business units with IMC Global Inc. in 2004, which Mr. Mack served as a founding executive.

“Rich is a highly respected industry executive with a record of building and growing companies in the agribusiness industry. We are pleased to welcome him to the Benson Hill Board,” said Daniel Jacobi, Chairman of the Benson Hill Board of Directors. “We look forward to benefiting from his deep experience and expertise in finance and advancing strategic initiatives. We are confident that he is well suited to support our Board and guide the management team in executing our strategic goals and delivering value for shareholders.”

Mr. Mack said, “I am honored to join the Benson Hill Board and help the Company in its efforts to disrupt the traditional agriculture industry and promote sustainable farming practices. Benson Hill is an innovative company, and I admire how the Company uses its proprietary technology and unique model to empower its farmer partners, ingredient food manufacturers and retailers to promote sustainable food for consumers on a global scale. I look forward to working alongside the Board to help position Benson Hill to deliver on its mission to create shareholder value by making food that is better from the beginning.”

About Richard Mack

Richard (Rich) Mack is an experienced, entrepreneurial business executive with significant expertise in the finance and agricultural industry.

He was a founding executive of The Mosaic Company, holding various senior executive posts from its formation in 2004 until he left the Company in 2018 as its Executive Vice President and Chief Financial Officer. Under his leadership at Mosaic, Mr. Mack oversaw business operations in eight countries with over 10,000 employees and was instrumental in overseeing and developing the company’s corporate strategy, finances, and key operational and employee matters. Mr. Mack was also the founder and visionary of Streamsong Resort. Prior to his tenure at Mosaic, Mr. Mack served as corporate counsel to Cargill, Inc., an international producer and marketer of food, agricultural, financial, and industrial products and services, and was a co-founder of Cargill’s corporate venture capital arm. Mr. Mack currently serves on the board of directors of Titan Machinery Inc., the largest global dealer of Case IH and New Holland agriculture and construction equipment, and H.J. Baker and Bros., LLC, a global sulfur trading and logistics company.

Mr. Mack received an M.B.A. from Northwestern University’s Kellogg School of Management, a J.D. from Hamline University and a B.S. from Moorhead State University.

About Benson Hill

nutritious, great-tasting food and ingredient options that are both widely accessible and sustainable. More information can be found at bensonhill.com or on Twitter at @bensonhillinc.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements include, among other things, statements regarding the execution of the Company’s business plan, the appointment of a director to the Company’s Board, and the director’s activities on the Company’s Board. Factors that may cause actual results to differ materially from current expectations and guidance include, but are not limited to: risks associated with the Company’s execution of its executive leadership transition, including, among others, risks relating to maintaining key employee, customer, partner and supplier relationships; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our filings with the SEC, which are available on the SEC’s website at www.sec.gov. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved, including without limitation, any expectations about our operational and financial performance or achievements. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any duty to update these forward-looking statements, except as otherwise required by law.

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Contacts

Investors: Ruben Mella: (314) 714-6313 / rmella@bensonhill.com

Media: Christi Dixon: (636) 359-0797 / cdixon@bensonhill.com