DEF 14A of MGP Ingredients Inc, Apr 9, 2026

DEF 14A of MGP Ingredients Inc

Filed Apr 9, 2026 · FY20250000835011-26-000058

Open on EDGAR

  1. Board Nominees for Election

    Board Nominees for Election This section provides information about our nine director nominees, including their ages as of March 16, 2026. All of these nominees currently serve as directors, other than Ms. Romero.

  2. Board Nominees for Election

    | Director Since: 2025 Principal Occupation: President and Chief Executive Officer, MGP Ingredients, Inc. Age: 54 Board Committees •None | JULIE M. FRANCIS | Group B Director and Group A Director Nominee | | | Business Experience Highlights | | | | •President and Chief Executive Officer, MGP Ingredients, Inc. (2025-present) | | | | •Chief Operating Officer, Schwan’s Company, an affiliate of CJ CheilJedang Corporation and an international food company (2021-2024) | | | | •President, Consumer Brands, Americas – Schwan’s Company (2018-2020) | | | | •Senior Vice President, Commercial and Category Development – Total Beverage Alcohol, Constellation Brands (2017-2018) | | | | •Chief Commercial Officer, Coca-Cola Refreshments USA, The Coca-Cola Company (2010-2015) | | | | •Vice President for Sales and Marketing, North America, Coca-Cola Enterprises (2008-2010) | | | | •Various management, sales, and marketing roles (1995-2008) | | | | Qualifications and Skills | | | | •Extensive leadership and general management experience in the food and beverage industries | | | | •Deep expertise in driving growth and value creation strategies, operations, supply chain, marketing, and sales | | | | •Insights into our operations, management, and culture from her service as our President and Chief Executive Officer | | | | Other Directorships and Experience | | | | •Board Member, Ascend Wellness Holdings, Inc. (CSE: AAWH-U.CN, OTCQX:AAWH) (2024-present) | | | | •Board Advisory Director, Nottingham Spirk (2016-2017) | |

  3. Board Nominees for Election

    | Director Since: 2021 Principal Occupation: Former General Counsel and Chief Administrative Officer, H&R Block, Inc. Age: 69 Board Committees •Audit •Human Resources and Compensation (Chair) •Nominating and Governance | THOMAS A. GERKE | Independent | Group A Director and Nominee | | | Business Experience Highlights | | | | | •General Counsel and Chief Administrative Officer, H&R Block Inc., a global consumer tax services provider (2012-2022) | | | | | •Senior Vice President (2022) | | | | | •Interim President and Chief Executive Officer (2017) | | | | | •Executive Vice President, General Counsel, and Secretary, YRC Worldwide (2011) | | | | | •Executive Vice Chairman, CenturyLink, Inc. (2009-2010) | | | | | •President and Chief Executive Officer, Embarq Corporation (2008-2009) | | | | | •Interim President and Chief Executive Officer (2007-2008) | | | | | •Executive Vice President, Wholesale Markets Group (2007) | | | | | •Executive Vice President, General Counsel – Law & External Affairs (2006-2007) | | | | | •Executive Vice President and General Counsel, Sprint Nextel (2003-2006) | | | | | •Various executive and legal roles (1994-2003) | | | | | •Corporate / M&A Lawyer, Smith Gill Fisher & Butts LLP (1985-1994) | | | | | Qualifications and Skills | | | | | •Extensive public company executive leadership and board of directors experience | | | | | •Established leader in legal, regulatory, and risk management | | | | | •Broad expertise in driving strategic change and human capital initiatives, M&A, business development, and human resources | | | | | •Audit Committee Financial Expert | | | | | Other Directorships | | | | | •Board Member, Consolidated Communications Holdings (Nasdaq: CNSL) (2013-2024) | | | | | •Board Member, Tallgrass Energy GP, LLC (general partner of Tallgrass Energy, LP (NYSE: TGE)) (2015-2020) | | | | | •Board Member, CenturyLink (NYSE: CTL) (2009-2010) | | | | | •Board Member, Embarq (NYSE: EQ) (2008-2009) | | |

  4. Board Nominees for Election

    | Director Since: 2025 Principal Occupation: Former Chief Executive Officer, Extended Stay America, Inc. Age: 66 Board Committees •Audit •Human Resources and Compensation •Nominating and Governance | GERARDO I. LOPEZ | Independent | Group B Director and Nominee | | | Business Experience Highlights | | | | | •Executive in Residence, SoftBank Investment Advisers, a venture capital company (2018-2022) | | | | | •Head of Operating Group (2019-2021) | | | | | •Chief Executive Officer, Extended Stay America, Inc. (2015-2018) | | | | | •Chief Executive Officer, AMC Entertainment Holdings, Inc. (2009-2015) | | | | | •President, Global Consumer Products, SBC and Foodservice, Starbucks Coffee Company, Inc. (2004-2009) | | | | | •Area Vice President, Frito Lay, a division of PepsiCo (1991-1996) | | | | | •Sr. Marketing Manager (1986-1990), Pepsi-Cola North America, Inc. | | | | | •Unit Manager, Procter & Gamble (1984-1986) | | | | | Qualifications and Skills | | | | | •Experienced public company leader in the food and beverage industry and consumer sector | | | | | •Proven strategic partnership, organizational, risk management, and human capital leadership | | | | | •Experienced public company director in real estate, hospitality, manufacturing, and consumer products industries | | | | | •Audit Committee Financial Expert | | | | | Other Directorships | | | | | •Board Member, CBRE Group, Inc. (NYSE: CBRE) (2015-present) | | | | | •Board Member, Newell Brands Inc. (Nasdaq: NWL) (2018-present) | | | | | •Board Member, Realty Income Corporation (NYSE: O) (2018-present) | | | | | •Board Member, Brinker International, Inc. (NYSE: EAT) (2012-2018) | | | | | •Board Member, Extended Stay America, Inc. (Nasdaq: STAY) (2015-2018) | | | | | •Board Member, AMC Entertainment Holdings, Inc. (NYSE: AMC) (2007-2009) | | |

  5. Board Nominees for Election

    | Director Since: 2025 Principal Occupation: Former Vice President of Risk, Treasury and Corporate Finance, McCormick & Company, Inc. Age: 57 Board Committees •Audit (Chair) •Human Resources and Compensation •Nominating and Governance | JENNIFER LOWRY | Independent | Group B Director and Nominee | | | Business Experience Highlights | | | | | •Vice President, Risk, Treasury, and Corporate Finance, McCormick & Company, Inc., an herb, spice, and flavor company (2019 – 2021) | | | | | •Vice President, Corporate Finance (2016 – 2019) | | | | | •Senior Vice President, Generation Company Strategy, Exelon Corporation (2013 – 2016) | | | | | •Vice President, Generation Company Strategy (2012 – 2013) | | | | | •Treasurer and Vice President, Constellation Energy (2011 – 2012) | | | | | •Assistant Treasurer (2008 – 2010) | | | | | •Vice President of Project Finance, Cogentrix Energy, Inc. (2006 – 2008) | | | | | •Director of Project Finance (2005 – 2006) | | | | | •Director of Corporate Finance, The AES Corporation (2001 – 2005) | | | | | •Project Director, AES Enterprise (1999 – 2000) | | | | | Qualifications and Skills | | | | | •Significant finance experience in complex, capital intensive industries and the food industry | | | | | •Expertise in M&A, growth strategy development, and enterprise risk management | | | | | •Experienced boardroom leader with extensive public company board of director experience | | | | | •Audit Committee Financial Expert | | | | | Other Directorships | | | | | •Board Member and Risk Committee Chair, Clearway Energy, Inc. (NYSE: CWEN) (2022 – Present) | | | | | •Board Member and Audit Committee Chair, MYR Group Inc. (Nasdaq: MYRG) (2018 – Present) | | | | | •Board Member and Audit Committee Chair, TPI Composites, Inc. (Nasdaq: TPIC) (2024 – 2025) | | | | | •Board Member, Electriq Power Holdings, Inc. (formerly NYSE: ELIQ) (2023 –2024) | | |

  6. Board Nominees for Election

    | Director Since: 2021 Principal Occupation: Retired President and Chief Executive Officer of Luxco, Inc. Age: 65 Board Committees •None | DONN LUX | Group A Director and Nominee | | | Business Experience Highlights | | | | •President and Chief Executive Officer, Luxco, Inc. a branded spirits company that we acquired in 2021 (1991-2021) | | | | •Chairman (2010-2021) | | | | •Chairman of the Board, MGP Ingredients, Inc. (2025) | | | | Qualifications and Skills | | | | •Proven branded spirits executive and operator with expertise in branded spirits portfolio expansion and innovation | | | | •Deep operations, sales, marketing, and distribution expertise | | | | •Extensive M&A, strategic planning, and business development experience | | | | Other Experience | | | | •Director, National Alcohol Beverage Control Association Industry Advisory Committee (2000-2015) | | | | •Director, American Distilling Spirits Association (1995-2015) | | | | •Board Member, St. Louis University Center for Entrepreneurship (2023-present) | | | | •Board Member, St. Louis Legacy Ice Foundation (2017-present) | | | | •Trustee, St. Louis Blues for Kids (2018-present) | | | | •Board Member, Donn & Michele Lux Family Foundation (2021-present) | |

  7. Board Nominees for Election

    | Director Since: 2020 Principal Occupation: Principal and Owner, Torpa Design Co. Age: 56 Board Committees •Human Resources and Compensation •Nominating and Governance | LORI L. S MINGUS | Independent | Group B Director and Nominee | | | Business Experience Highlights | | | | | •Principal and Owner, Torpa Design Co., a graphic, interior, and exterior design company (2005-present) | | | | | Qualifications and Skills | | | | | •Extensive community and civic leadership experience | | | | | •Branding and graphic design expertise | | | | | •Fourth generation of the founding Cray family to serve MGP, bringing institutional knowledge and a deep understanding of MGP’s heritage | | | | | Other Directorships and Civic Experience | | | | | •Trustee, Evah C. Cray Historical Museum (2017-present) | | | | | •Board Member, Atchison Amelia Earhart Foundation (2016-present) | | | | | •Board Member, Vice President, Cray Medical Research Organization, University of Kansas Medical Center (2016-present) | | |

  8. Board Nominees for Election

    | Chairman of the Board Director Since: 2025 Principal Occupation: Chief Executive Officer, The Vita Coco Company, Inc. Age: 62 Board Committees •Audit •Human Resources and Compensation •Nominating and Governance | MARTIN ROPER | Independent | Group B Director and Nominee | | | Business Experience Highlights | | | | | •Chief Executive Officer, The Vita Coco Company, Inc., a coconut water producer (2022-present) | | | | | •Co-Chief Executive Officer (2021-2022) | | | | | •President (2019-2020) | | | | | •President and Chief Executive Officer, The Boston Beer Company (2001-2018) | | | | | •President and Chief Operating Officer (1999-2001) | | | | | •Chief Operating Officer (1997-1999) | | | | | •Vice President, Manufacturing and Business Development (1994-1997) | | | | | •President, MEG Division, Steelworks, Inc. (1992-1994) | | | | | •Executive Vice President and General Manager, Blocksom & Co (1990-1992) | | | | | •Associate Consultant, The Boston Consulting Group (1986-1988) | | | | | Qualifications and Skills | | | | | •Seasoned public company food and beverage executive | | | | | •Extensive strategic leadership, M&A, and consumer brand innovation experience | | | | | •Deep expertise in operations, logistics, and cost savings programs | | | | | •Audit Committee Financial Expert | | | | | Other Directorships | | | | | •Board Member, The Vita Coco Company, Inc. (Nasdaq: COCO) (2021-present) | | | | | •Board Member, Fintech (2018-present) | | | | | •Board Member, Bio-Nutritional Research Group, Inc. (2019-2025) | | | | | •Board Member, LL Flooring Holdings, Inc. (NYSE: LL) (2006-2024) | | | | | •Board Member, Boston Beer Company (NYSE: SAM) (1999-2018) | | |

  9. Board Nominees for Election

    | Director Since: N/A Principal Occupation: Retired Chief Procurement Officer at Primo Water Corporation Age: 59 Board Committees •N/A | MERCEDES ROMERO | Independent | Group B Nominee | | | Business Experience Highlights | | | | | •Chief Procurement Officer, Primo Water Corporation, a water solutions company (2020-2025) | | | | | •Vice President, Sourcing and Supply Management, Ryder System, Inc. (2019-2020) | | | | | •Vice President, Procurement, Americas, Campari Group (2017-2019) | | | | | •Senior Director, Global Procurement, Teva Pharmaceutical Industries Ltd. (2016-2017) | | | | | •Vice President, Supply and Procurement, Venezuela and Chief Procurement Officer, Latin America, Diageo plc (2015-2016) | | | | | •Vice President, Global Procurement, Latin America (2013-2015) | | | | | •Vice President, Global Procurement, Starbucks Corporation (2012-2013) | | | | | •Director, Supply Chain Operations International (2011-2012) | | | | | •Director, Global Procurement Strategy and Supply Chain (2010-2011) | | | | | •Director, Global Strategic Sourcing International, The Clorox Company (2008-2010) | | | | | •Other supply chain roles (2003-2008) | | | | | Qualifications and Skills | | | | | •Seasoned public company executive and business leader with deep global supply chain and procurement experience, including in the spirits and food and beverage industries | | | | | •Extensive experience in transformational change strategies, value creation strategies, enterprise risk management, and commodity risk management | | | | | •Accomplished public company board member, with board committee leadership experience | | | | | Other Directorships | | | | | •Board Member, MarineMax, Inc. (NYSE: HZO) (2022-present) | | | | | •Board Member and Nominating and Governance Committee Chair, John B. Sanfilippo & Son, Inc. (Nasdaq: JBSS) (2021-present) | | |

  10. Board Nominees for Election

    | Director Since: 2022 Principal Occupation: Managing Partner, Encore Management Group Age: 63 Board Committees •Audit •Human Resources and Compensation •Nominating and Governance (Chair) | TODD B. SIWAK | Independent | Group A Director and Nominee | | | Business Experience Highlights | | | | | •Managing Partner, Encore Management Group, a private equity fund focused on the consumer services sector (2022-present) | | | | | •President and Chief Business Officer, Ferrero North America, Ferrero International SpA (2021-2022) | | | | | •Chief Executive Officer, Ferrara Candy Company (2013-2021) | | | | | •Operating Partner, L Catterton Partners (2009-2013) | | | | | •Interim Chief Executive Officer, multiple portfolio companies (2009-2013) | | | | | •Founding Partner, Mindseye Group (2005-2007) | | | | | •President and Chief Executive Officer, TRG Accessories LLC (1999-2005) | | | | | Qualifications and Skills | | | | | •Proven food and beverage executive, with deep consumer product goods experience | | | | | •Extensive experience in M&A, strategic planning, capital expansion projects, and implementing growth strategies | | | | | •Expertise in developing brand portfolios, building high-performance teams, and driving value creation | | | | | Other Experience | | | | | •Board Member, Forest Park Forever (2022-present) | | | | | •Board Chair, Jewish Federation of St. Louis (2025-present) | | |

  11. CEO Succession and Other Leadership Changes

    CEO Succession and Other Leadership Changes Ms. Francis assumed the role of President and Chief Executive Officer on July 21, 2025. Prior to joining us, Ms. Francis served as Chief Operating Officer of Schwan’s Company from January 2021 to July 2024, prior to which she was President, Consumer Brands, Americas – Schwan’s Company from 2018 to 2020. Before joining Schwan’s Company, she served as Senior Vice President, Commercial and Category Development – Total Beverage Alcohol at Constellation Brands from 2017 to 2018. Earlier in her career, Ms. Francis served in increasing roles of responsibility first at Coca-Cola Enterprise and then at The Coca-Cola Company. In connection with her appointment as President and Chief Executive Officer, we entered into an offer letter agreement with Ms. Francis on July 18, 2025 (the “Francis Offer Letter”). Mr. Gall, our Chief Financial Officer and Treasurer, assumed the additional role of Interim President and Chief Executive Officer from January 1 to July 20, 2025. In connection with his appointment as Interim President and Chief Executive Officer, we entered into a letter agreement with Mr. Gall on December 19, 2024 providing him additional compensation (the “Gall Interim Service Agreement”). The Francis Offer Letter and the Gall Interim Service Agreement are further described under “Compensation Tables—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards.” On February 11, 2026, our Board approved a reorganization of certain leadership positions. As a result, the employment of Ms. Lapish, who had been serving as our Chief Human Resources Officer, and Mr. Pasagic, who had been serving as our Chief Commercial Officer, concluded on February 20, 2026. Ms. Lapish and Mr. Pasagic were each entitled to receive severance payments under our Executive Severance Plan. For more information, see “Compensation Tables—Potential Payments on Termination or Change in Control.” Kathleen S. Molamphy, who had been serving as our Chief Legal Officer and Corporate Secretary, assumed the role of Chief Legal and Human Resources Officer, Secretary on February 21, 2026. For more information regarding our compensation arrangements with Ms. Molamphy, see “—Executive Compensation Decisions for 2026.”

  12. Components of our Compensation Program

    Components of our Compensation Program The principal components of our compensation program are base salary, short-term annual incentive awards, long-term equity awards, and retirement compensation. •Base salary is designed to attract and retain executive officers. In setting base salaries, the Committee considers internal fairness of pay in terms of the scope of job responsibilities, external competitiveness so that we can attract and retain needed talent, and a consistent, motivating system for administering compensation. •Short-term incentive awards are intended to focus our executive officers on performance goals deemed critical to our profitability and financial performance. By rewarding executive officers for strong performance, we help align their interests with those of our stockholders. •Long-term incentive awards are intended to provide executive officers an opportunity to increase ownership of our common stock, help attract and retain executive officers over the longer term, and be cost efficient. Historically, long-term incentive awards have been based on prior-year performance and granted only in the form of restricted stock units (“RSUs”) in mid-February, with the number of RSUs varying based on achievement against performance goals for the prior year. For 2025, the Committee modified our long-term incentive program and granted RSUs (weighted 25%) and performance stock units (“PSUs”) (weighted 75%) to our executive officers, as further described under “—Elements of Compensation—Long-Term Incentive Program,” which were granted on March 12, 2025. •Retirement compensation provided through our 401(k) plan and our non-qualified deferred compensation plan permits our executive officers to, among other things, reduce their current income taxes by making limited pre-tax contributions to increase, enhance, and diversify their retirement savings. For additional information, see “—Elements of Compensation—Retirement Compensation.”

  13. How We Determine Compensation

    How We Determine Compensation The Committee reviews and approves the salary and incentive compensation of our executive officers. Our President and Chief Executive Officer and, during 2025, our Interim President and Chief Executive Officer provided the Committee with his or her performance assessment and compensation recommendations for our other executive officers, which the Committee considers in making compensation decisions regarding our other executive officers. The Committee has unrestricted access to management. It may also request the participation of management or the Committee’s independent compensation consultant at any meeting or executive session. Committee meetings are regularly attended by our President and Chief Executive Officer (or our Interim President and Chief Executive Officer, as applicable), except for executive sessions and discussions of their own compensation. The Committee regularly discusses executive compensation matters, including the compensation of our President and Chief Executive Officer and our Interim President and Chief Executive Officer, in executive sessions with non-management members of our Board of Directors. The Committee has sole discretion, at Company expense, to retain and terminate independent advisors, including sole authority to approve the fees and retention terms for these advisors, if it determines the services of these advisors to be necessary or appropriate. FW Cook served as the Committee’s independent compensation consultant for 2025. The independent compensation consultant provides the Committee with information and guidance regarding the compensation of our executive officers, including a review of our peer group and comparative compensation information benchmarked against our peer group and survey data, as well as the compensation of our non-employee directors. Use of Peer Group and Survey Data. The Committee uses a peer group as well as survey data for similar-sized companies when designing our executive compensation program. The Committee also uses this information to review the competitiveness of our executive officer compensation and to set executive officer compensation. The Committee reviews a benchmarking report periodically prepared by its independent compensation consultant identifying the ranges of compensation for persons with similar responsibilities to those of our executive officers with respect to our peer group and the survey data. If insufficient peer group data is available for a specific executive officer position, the Committee will only review survey data for that position. In addition, the Committee reviews executive compensation information for Brown-Forman Corporation, a large alcohol beverage producer, when designing our executive compensation program. The Committee targets a total direct compensation range for each executive officer that is within 80% to 120% of the median total direct compensation for comparable positions within our peer group and the survey data. Although the ultimate goal is to compensate executive officers at the midpoint of this targeted range, an executive officer’s total direct compensation may fall above or below the targeted level because of his or her tenure, experience level, performance, or other factors. The Committee approved the peer group used for 2025 compensation decisions for our executive officers in December 2024. In establishing this peer group, the Committee worked with its independent compensation consultant to determine the appropriate size and relevant industries of the peer group, which were food ingredient, beverage and consumer food and packaged goods companies. The peer group for 2025 compensation decisions for our executive officers consisted of the following 15 companies:

  14. How We Determine Compensation

    | 2025 Peer Group Companies | | | | | B&G Foods, Inc. | Calavo Growers, Inc. | Inter Parfums, Inc. | Tootsie Roll Industries, Inc. | | Balchem Corporation | Celsius Holdings, Inc. | J&J Snack Foods Corp. | Turning Point Brands, Inc. | | Boston Beer Company | Duckhorn Portfolio, Inc. (The) | Limoneira Company | The Vita Coco Company, Inc. | | Cal-Maine Foods, Inc. | Freshpet, Inc. | Sensient Technologies Corporation | |

  15. How We Determine Compensation

    The 2025 peer group is the same as the 2024 peer group, except that The Vita Coco Company, Inc. was added to the 2025 peer group and Vintage Wine Estates, Inc. (which has filed for bankruptcy) and Hostess Brands, Inc. (which has been acquired) have been removed from the peer group.

  16. Elements of Compensation

    Incentive Compensation. The Committee believes a significant portion of executive officer compensation should be incentive based, and that by rewarding good performance, such arrangements help align the interests of our executive officers with those of our stockholders. The goal of our incentive program is to closely align how we compensate executive officers with our business strategy. Specifically, the Committee wants to encourage executive officers to focus on driving Company profitability, reducing costs, and creating efficiencies to improve our ongoing operations. The Committee rewards our executive officers for success by basing short-term bonuses and long-term equity incentive awards on the attainment of performance metrics that they believe correspond with the creation of stockholder value. We modified our long-term incentive program design for 2025, as further described under “—Long-Term Incentive Program.” Short-Term Incentive Plan. Our Short-Term Incentive Plan (the “STI Plan”) is designed to attract, motivate, and retain executive officers and to tie their short-term incentive (“STI”) compensation to achievement of profitability and other goals. Pursuant to the STI Plan, STI incentive compensation, payable in cash, is dependent on the achievement of Company financial performance metrics established by the Committee. Each executive officer is entitled to an STI award equal to a certain percentage of the executive officer’s base salary if the target level of performance is achieved, with the opportunity to earn up to 200% of this target payout based on the level of achievement of the performance metrics. For 2025, the Committee set the target STI opportunity for each of the named executive officers as a percentage of base salary as follows: 100% for Ms. Francis (prorated based on her July 21, 2025 start date), 100% for Mr. Gall (while serving in the additional role of Interim President and Chief Executive Officer from January 1 to July 20, 2025), 60% for Mr. Gall (while serving as Chief Financial Officer and Treasurer from July 21 to December 31, 2025), and 50% for Ms. Lapish and Mr. Pasagic. The Committee made no changes to these target percentages in 2025 as compared to 2024, other than for Mr. Gall during his service as Interim President and Chief Executive Officer. The Committee amended the STI Plan effective January 1, 2025. As a result of this amendment, STI awards are subject to a “double trigger” change-in-control provision, which means that the STI awards are only accelerated if a participant’s termination of employment without cause occurs in the same performance year following the change in control (or a termination of employment without cause occurs after the end of the performance period but before the date STI awards are paid). Prior to 2025, STI awards had a “single trigger” change-in-control provision (for more information, see “Compensation Tables—Potential Payments on Termination or Change in Control”). For 2025, the Committee chose adjusted operating income (“Adjusted Operating Income”), adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), and adjusted basic earnings per share (“Adjusted Basic EPS”), with the weightings and payout scale presented in the table below, as the STI performance metrics. Adjusted Operating Income was the core measure of performance under the STI Plan, reflecting the Committee’s belief that this measure of performance is the most sensitive to management’s performance. Adjusted EBITDA is a common metric used by stockholders to measure performance and Adjusted Basic EPS reflects the Company’s full financial performance. The selection of adjusted financial metrics reflects the Committee’s belief that, consistent with the Company’s external financial reporting, it is appropriate to avoid the impact (positive or negative) of unusual or non-recurring items. Beginning in 2025, the STI award no longer includes an individual performance component and is based solely on the achievement of quantitative financial performance goals. Previously, quantitative financial performance goals represented 90% of the total STI award and 10% of the total STI award was based on individual performance. The performance metric payout levels listed below include the impact of estimated bonus payments that would be made as a result of achievement of these metrics under the STI Plan. The Committee chose the targeted achievement levels based on considerations that included the Board-approved 2025 budget plan and the anticipated industry headwinds and market conditions for our business in 2025.

  17. Elements of Compensation

    | Performance Metrics | Weighting (%) | Threshold Payout of 50% ($) | Target Payout of 100% ($) | Maximum Payout of 200% ($) | | Adjusted Operating Income | 70 | 72.6 million | 90.8 million | 108.9 million | | Adjusted EBITDA | 20 | 101.8 million | 120.0 million | 138.1 million | | Adjusted Basic EPS | 10 | 2.31 | 2.94 | 3.58 |

  18. Elements of Compensation

    | Performance Metrics | Weighting (%) | Actual Performance Achieved ($) | Resulting Performance Factor Achievement (%) | | Adjusted Operating Income | 70 | 89.2 million | 95 | | Adjusted EBITDA | 20 | 117.6 million | 94 | | Adjusted Basic EPS | 10 | 2.91 | 98 |

  19. Elements of Compensation

    | Named Executive Officer | STI Award Paid ($) | Target STI Award ($) | Percentage of Target STI Award (%) | | Julie M. Francis(1) | 384,164 | 404,384 | 95 | | Brandon M. Gall(2) | 409,658 | 431,219 | 95 | | Erika Lapish(3) | — | 169,381 | N/A | | Amel Pasagic(3) | — | 219,938 | N/A |

  20. Elements of Compensation

    (1)Ms. Francis’ STI award for 2025 was prorated based on her July 21, 2025 start date. (2) Mr. Gall’s target STI award for 2025 was 100% of his base salary from January 1 to July 20, 2025 (while serving in the additional role of Interim President and Chief Executive Officer) and 60% of his base salary from July 21 to December 31, 2025. (3) Ms. Lapish and Mr. Pasagic were not employed by the Company when the STI awards for 2025 were paid in March 2026. As a result, they were not eligible to receive payment of an STI award for 2025 under the STI Plan; however, in connection with their terminations of employment, Ms. Lapish and Mr. Pasagic were entitled to payment of their 2025 STI awards as a separation benefit. See “Compensation Tables—Potential Payments on Termination or Change in Control” for information about their separation payments and benefits. Long-Term Incentive Program. Under our long-term incentive (“LTI”) program, we have historically issued a variable number of RSUs based on the achievement of backward-looking profitability and other goals, which were designed to attract and motivate our executive officers, align with stockholder value creation, and align with our pay-for-performance compensation philosophy. In March 2025, the Committee approved a new design for our annual LTI program following a review of peer group LTI compensation practices prepared by the Committee’s independent compensation consultant. As a result of the Committee’s decision to change the LTI program, commencing in 2025, the Company granted annual LTI awards in the form of PSUs with forward-looking financial performance goals in addition to time vesting RSUs to incentivize future performance and service with us. For 2025, the Committee set the LTI target opportunity for Ms. Francis at $2,300,000 and for the other named executive officers as a percentage of base salary as follows: 115% for Mr. Gall and 80% for Ms. Lapish and Mr. Pasagic. The Committee made no changes to these LTI target opportunities in 2025 as compared to 2024, other than an increase in the LTI target opportunity for Ms. Lapish and Mr. Pasagic from 65% to 80% of base salary to more closely align with the benchmark compensation of our peer group and in the survey data. For 2025, 75% of the annual LTI incentive award value was allocated to PSUs (at target level) and 25% of the annual LTI incentive award value was allocated to RSUs. PSU and RSU awards were granted to Ms. Francis on August 4, 2025 and to other executive officers on March 12, 2025. The RSUs granted to Ms. Francis will vest in three equal annual installments beginning on August 4, 2026, and the RSUs granted to the other executive officers will vest in three equal annual installments beginning on February 20, 2026. The RSUs have dividend equivalents, which entitle the holder to dividend payments that are paid at the same time as dividend payments are made to holders of our common stock. The PSUs granted in 2025 have a one-year performance period, reflective of the current uncertainty affecting our industry, with two additional years of a service-vesting requirement, and the number of PSUs achieved is based on attainment of the same performance metrics, weightings, targeted achievement levels, and payout scale as those set for the 2025 STI awards discussed above. As discussed above under “Short-Term Incentive Plan,” in February 2026, the Committee reviewed 2025 performance against the Adjusted Operating Income, Adjusted EBITDA and Adjusted Basic EPS goals, and determined that 95% of the PSUs were earned. The earned PSUs granted to Ms. Francis will vest on August 4, 2028, and the PSUs granted to the other executive officers will vest on February 20, 2028. Dividend equivalents are accumulated and paid only on PSUs actually earned and are paid when the shares underlying the PSUs are vested and settled. If no PSUs are earned, the PSUs will be forfeited and no dividend equivalents will be paid In connection with recruiting and hiring Ms. Francis, we awarded a sign-on stock option award to Ms. Francis pursuant to the terms of the Francis Offer Letter. The grant date of this award was August 4, 2025, which was the first trading day following the expiration of the blackout period that was in effect under our insider trading policy on Ms. Francis’ start date. Under the terms of the Francis Offer Letter, we agreed to grant Ms. Francis the number of stock options determined by dividing $1,500,000 by 38% of the closing stock price of our common shares on the grant date. The stock options vest on August 4, 2027, expire on August 4, 2035, and the exercise price is $28.54, the closing stock price on the grant date. In addition, pursuant to the terms of the Gall Interim Service Agreement, in addition to Mr. Gall’s annual LTI grants, the Committee granted Mr. Gall a special RSU award valued at $525,000 on January 1, 2025, which vests on January 1, 2027 in connection with his appointment as our Interim President and Chief Executive Officer. Mr. Gall’s annual target incentive opportunity under our LTI program did not change in connection with his service as our Interim President and Chief Executive Officer and remained at 115% of his base salary. Retirement Compensation. We provide retirement compensation through our 401(k) plan, a tax-qualified defined contribution plan. We provide a Company match of 1% for each 1% of employee deferral to their 401(k) plan account, up to a maximum of 6%. In addition, our non-qualified deferred compensation plan permits participants to defer salary or short-term incentive payments. Amounts deferred are deemed invested in investments selected by the participant from the choices available in our 401(k) plan. For more information, see “Compensation Tables—Non-Qualified Deferred Compensation” and “Compensation Tables—Potential Payments on Termination or Change in Control.” Executive Severance Plan. The Committee has adopted the MGP Ingredients, Inc. Executive Severance Plan (the “Severance Plan”). The Severance Plan is designed to provide uniform treatment of executives, attract these executives, and encourage retention of these executives by providing financial protection in the event of unexpected job loss resulting from certain terminations of employment. More information about the Severance Plan can be found under “Compensation Tables—Potential Payments on Termination or Change in Control.” Other Compensation Programs. We provide limited executive perquisites to our executive officers, and we do not offer significant executive benefits, such as supplemental executive retirement plans. We provide supplemental long-term disability coverage to our executive officers, and executive officers can elect to receive supplemental life insurance coverage. Ms. Francis receives an automobile allowance of $1,200 per month and reimbursement for gas expenses pursuant to the terms of the Francis Offer Letter. Mr. Gall, Ms. Lapish, and Mr. Pasagic each received an automobile allowance of $600 per month and reimbursement for gas expenses, which began in 2025 for Mr. Gall and Ms. Lapish. In addition, pursuant to the Francis Offer Letter, we agreed to pay Ms. Francis for certain personal benefits as part of her hiring package, as described further under “Compensation Tables—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards.”

  21. Executive Compensation Decisions for 2026

    Executive Compensation Decisions for 2026 Prior to the date of this Proxy Statement, the Committee made decisions that will affect executive officer compensation in 2026. This section provides a brief overview of those decisions. Short Term Incentive Plan. For 2026, the Committee changed the STI performance metrics and weightings and chose Adjusted EBITDA (weighted at 50%), net sales (weighted at 25%), and ownership cost management (weighted at 25%). Adjusted EBITDA is a common metric used by stockholders to measure performance. Net sales was added as an STI performance metric in order to incentivize increasing our commercial business and market share. Ownership cost management was added as an STI performance metric in order to incentivize cost discipline across our organization. For 2026, the Committee also increased the target STI opportunity for Mr. Gall to 75% of base salary to more closely align with benchmark compensation in the peer group and survey data. No changes were made to the LTI performance metrics. Compensation of Ms. Francis. Following a review of Ms. Francis’ compensation, which included considering that the prolonged cyclical challenges facing the entire distilled spirits industry as well as the Company have depressed the value of Ms. Francis’ sign-on equity awards to below a market competitive value, the Committee approved certain adjustments and supplemental terms for Ms. Francis’ compensation on April 6, 2026 to incentivize and retain her continued leadership and support creation of long-term shareholder value. The Committee increased Ms. Francis’ annual base salary to $930,000 (effective January 1, 2026) and her 2026 STI target opportunity to 125% of base salary. The Committee also approved the grant of 150,000 stock options to Ms. Francis, which will be granted on the first trading day following the expiration of the blackout period under our insider trading policy in effect as of April 6, 2026, and will vest 50% on each of the third and fourth anniversaries of the grant date, expire ten years from the grant date, and have an exercise price equal to the closing stock price on the grant date. In addition, the Committee provided that Ms. Francis’ continued service on the Ascend Wellness Holdings, Inc. board of directors will not give rise to grounds for a termination for cause under the Severance Plan, as amended by the Francis Offer Letter. Compensation of Ms. Molamphy. Effective February 21, 2026, Ms. Molamphy, who had been serving as our Chief Legal Officer and Corporate Secretary, assumed the role of Chief Legal and Human Resources Officer, Secretary. In connection with this appointment, the Committee set her base salary at $425,000 (effective February 21, 2026), her 2026 STI target opportunity at 65% of base salary, and her 2026 LTI target opportunity at 80% of her base salary. The Committee also approved an automobile allowance of $600 per month and reimbursement for gas expenses for Ms. Molamphy. Special Retention Awards for Mr. Gall and Ms. Molamphy. The Committee granted special RSU awards to Mr. Gall and Ms. Molamphy on March 5, 2026 to encourage their retention, granting an RSU award valued at $262,500 to Mr. Gall and an RSU award valued at $212,500 to Ms. Molamphy. Each of these awards will vest in two equal annual installments beginning on March 5, 2029.

  22. Equity Grant Timing Policy

    Equity Grant Timing Policy The Committee does not take material nonpublic information into account when determining the timing or terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive officer compensation.

  23. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for 2025, 2024, and 2023:

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Julie M. Francis President and Chief Executive Officer | 2025 | 398,077 | 100,000 | 2,300,008 | 1,655,571 | 384,164 | 142,713 | 4,980,533 | | Brandon M. Gall Chief Financial Officer and Treasurer | 2025 | 535,096 | 100,000 | 1,128,738 | — | 409,658 | 32,501 | 2,205,993 | | | 2024 | 483,600 | — | 929,995 | — | — | 23,494 | 1,437,089 | | | 2023 | 465,000 | — | 622,487 | — | 558,000 | 22,531 | 1,668,018 | | Erika Lapish Former Chief Human Resources Officer | 2025 | 345,276 | — | 271,021 | — | — | 32,522 | 648,819 | | | 2024 | 316,160 | — | 395,210 | — | — | 22,356 | 733,726 | | | 2023 | 304,000 | — | 328,874 | — | 304,000 | 21,077 | 957,951 | | Amel Pasagic Former Chief Commercial Officer | 2025 | 448,334 | — | 351,890 | — | — | 32,661 | 832,885 | | | 2024 | 421,885 | — | 447,168 | — | — | 33,349 | 902,402 | | | 2023 | 344,000 | — | 357,547 | — | 344,000 | 31,661 | 1,077,208 |

  25. Summary Compensation Table

    (1)Amounts represents a cash signing bonus paid to Ms. Francis as part of her hiring package pursuant to the Francis Offer Letter and a bonus paid to Mr. Gall pursuant to the Gall Interim Service Agreement. Ms. Francis’ signing bonus must be repaid if she resigns or is terminated for cause within one year of her start date. (2)Amounts represent the aggregate grant date fair value of RSUs and PSUs granted during the listed year computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For PSUs, the amounts assume that the target level (or 100%) of performance will be achieved. The grant date values of the PSUs granted in 2025 assuming that the maximum level (200% of target level) of performance will be achieved are: $3,450,025 for Ms. Francis, $905,624 for Mr. Gall, $406,516 for Ms. Lapish, and $527,835 for Mr. Pasagic. Based on our actual performance over the performance period, the number of PSUs earned and payable for 2025 equals 95% of the target number of PSUs awarded. Ms. Lapish and Mr. Pasagic each forfeited all of their unvested equity awards upon their termination of employment pursuant to the terms of the equity award agreements. (3)Amount represents the aggregate grant date fair value of stock options made during the listed year computed in accordance with FASB ASC Topic 718. The amount was calculated using the Black-Scholes option valuation model. For information regarding the assumptions used in calculating this amount, see Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (4) For 2025, amounts represent annual cash incentive payments under the STI Plan for 2025 performance that were paid in March 2026. Ms. Lapish and Mr. Pasagic were not employed by the Company when the STI awards for 2025 were paid in March 2026. As a result, they were not eligible to receive any payment of an STI award for 2025; however, in connection with their terminations of employment in 2026, Ms. Lapish and Mr. Pasagic were entitled to payment of their 2025 STI awards as a separation benefit. See “Compensation Tables—Potential Payments on Termination or Change in Control” for more information about their separation payments and benefits. (5) Includes Company contributions to 401(k) plan accounts for 2025 in the following amounts: Ms. Francis - $21,000, Mr. Gall - $21,000, Ms. Lapish - $20,717, and Mr. Pasagic - $21,000. Includes an automobile allowance and gas reimbursement in the following amounts: Ms. Francis - $6,000, Mr. Gall - $8,653, Ms. Lapish - $8,339, and Mr. Pasagic - $9,221. Includes amounts paid by the Company for the purchase of additional life insurance for Mr. Gall and amounts paid by us for the purchase of long-term disability insurance for each of the named executive officers. For Ms. Francis, includes $100,000 as a temporary housing and commuting expense stipend, $10,000 intended for legal expenses associated with the negotiation of the Francis Offer Letter and related matters, and reimbursement of additional commuting costs.

  26. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information about STI and LTI awards granted to each named executive officer during the year ended December 31, 2025.

  27. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Julie M. Francis | | | | | | | | | | | | | STI Opportunity | | 202,192 | 404,384 | 808,768 | | | | | | | | | PSUs | 8/4/2025(5) | | | | 30,881 | 61,762 | 123,524 | | | | 1,725,013 | | RSUs | 8/4/2025(5) | | | | | | | 20,587 | | | 574,995 | | Stock Options | 8/4/2025(5) | | | | | | | | 138,310 | 28.54 | 1,655,571 | | Brandon M. Gall | | | | | | | | | | | | | STI Opportunity | | 215,610 | 431,219 | 862,438 | | | | | | | | | RSUs | 1/1/2025(6) | | | | | | | 13,335 | | | 524,999 | | PSUs | 3/12/2025(7) | | | | 7,204 | 14,407 | 28,814 | | | | 452,812 | | RSUs | 3/12/2025(7) | | | | | | | 4,802 | | | 150,927 | | Erika Lapish | | | | | | | | | | | | | STI Opportunity | | 84,691 | 169,381 | 338,762 | | | | | | | | | PSUs | 3/12/2025(7) | | | | 3,234 | 6,467 | 12,934 | | | | 203,258 | | RSUs | 3/12/2025(7) | | | | | | | 2,156 | | | 67,763 | | Amel Pasagic | | | | | | | | | | | | | STI Opportunity | | 109,969 | 219,938 | 439,876 | | | | | | | | | PSUs | 3/12/2025(7) | | | | 4,199 | 8,397 | 16,794 | | | | 263,918 | | RSUs | 3/12/2025(7) | | | | | | | 2,799 | | | 87,973 |

  28. Grants of Plan-Based Awards

    (1)Amounts reflect the threshold, target, and maximum potential STI awards that could have been earned for 2025 under the STI Plan, as described under “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Plan.” For 2025, Ms. Francis and Mr. Gall received an STI award payout that was 95% of target, as reported in the Summary Compensation Table. Amounts for Ms. Francis are prorated based on her start date. Amounts for Mr. Gall are prorated based on the time he served as Interim President and Chief Executive Officer during 2025. (2)Amounts reflect the threshold, target, and maximum number of shares of our common stock that could be issued with respect to PSUs granted in 2025, as described under “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Program.” The PSUs granted to Ms. Francis vest on August 4, 2028 and the PSUs granted to the other named executive officers vest on February 20, 2028. The PSUs are subject to a one-year performance period from January 1 to December 31, 2025, and based on our actual performance over the performance period, the number of PSUs earned and payable equals 95% of the target number of PSU awarded. (3)The exercise price of these stock options is the closing price of our common stock on the grant date. The stock options vest on August 4, 2027. (4)Amount represents the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For more information, see the Summary Compensation Table. (5)This award was approved by the Human Resources and Compensation Committee on July 18, 2025. (6)This award was approved by the Human Resources and Compensation Committee on December 19, 2024. (7)This award was approved by the Human Resources and Compensation Committee on March 11, 2025.

  29. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Ms. Francis’ Offer Letter Agreement. We entered into the Francis Offer Letter with Ms. Francis on July 18, 2025 in connection with her appointment as our President and Chief Executive Officer effective July 21, 2025. The key compensation elements contained in the Francis Offer Letter include: •Base salary: $900,000 per year, which may be increased but not decreased by the Human Resources and Compensation Committee. •STI opportunity: Targeted at 100% of base salary. For 2025, her STI opportunity will be prorated based on her July 21, 2025 start date. •LTI opportunity: For 2025, target grant date fair value of $2,300,000, with 25% of this value in the form of RSUs which will vest in three equal installments on August 4, 2026, 2027, and 2028 and 75% in the form of PSUs that will vest on August 4, 2028. Target grant date fair value for 2026 will be $2,300,000. •Sign-on cash bonus and stock option award: $100,000 cash bonus, subject to reimbursement if her employment ends prior to the one-year anniversary of her start date due to a voluntary resignation or a termination by the Company for cause. One-time stock option award, determined by dividing $1,500,000 by 38% of the closing stock price of our common stock on the August 4, 2025 grant date, of which the options vest on August 4, 2027, and expire on August 4, 2035. •Personal benefits: Stipend of $100,000 for temporary housing and commuting expenses, paid in four installments over the first year of employment and subject to continued employment through each payment date; payment of $10,000 intended to cover legal expenses associated with negotiation of the Francis Offer Letter and related matters; automobile allowance of $1,200 per month; and gas reimbursement. •Severance: Eligible to participate in the Severance Plan, as described under “—Potential Payments on Termination or Change in Control.” In connection with the Francis Offer Letter, we entered into an Employee Creation, Invention and Restrictive Covenants Agreement with Ms. Francis, which includes an 18-month post-employment non-compete covenant and a 24-month post-employment non-solicit covenant applying to employees and customers as well as confidentiality covenants and an agreement to assign any creations or inventions to us. Mr. Gall’s Interim Service Agreement. We entered into the Gall Interim Service Agreement with Mr. Gall on December 19, 2024 in connection with his appointment as Interim President and Chief Executive Officer effective January 1, 2025. The key compensation elements contained in the Gall Interim Service Agreement include: •Base salary: $525,000, which we agreed to continue following Mr. Gall’s service as our Interim President and Chief Executive Officer. •STI opportunity: Targeted at 100% of base salary, prorated for the period of his interim service. Mr. Gall’s STI opportunity during 2025 when he was not serving as our Interim President and Chief Executive Officer was targeted at 60% of base salary. •One-time supplemental cash incentive: $100,000, paid in January 2025. •LTI compensation: Granted a special RSU award valued at $525,000 on January 1, 2025, which vests on January 1, 2027. Mr. Gall’s annual LTI opportunity during 2025 continued to be targeted at 115% of base salary. •Personal benefits: Automobile allowance of $600 per month and gas reimbursement as long as this benefit is provided to our other executive officers.

  30. Outstanding Equity Awards on December 31, 2025

    Outstanding Equity Awards on December 31, 2025 The following table shows information concerning outstanding equity awards held by each named executive officer on December 31, 2025. Amounts shown are based on a price of $24.30 per share, the closing stock price of our common stock on December 31, 2025.

  31. Outstanding Equity Awards on December 31, 2025

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Julie M. Francis | — | 138,310(1) | 28.54 | 8/4/2035 | | | | | | | | | | | 20,587(2) | 500,264 | | | | | | | | | | | 61,762(3) | 1,500,817 | | Brandon M. Gall | | | | | 6,426(4) | 156,152 | | | | | | | | | 7,303(5) | 177,463 | | | | | | | | | 13,335(6) | 324,041 | | | | | | | | | 4,802(7) | 116,689 | | | | | | | | | | | 14,407(8) | 350,090 | | Erika Lapish | | | | | 3,395(4) | 82,499 | | | | | | | | | 3,104(5) | 75,427 | | | | | | | | | 2,156(7) | 52,391 | | | | | | | | | | | 6,467(8) | 157,148 | | Amel Pasagic | | | | | 3,691(4) | 89,691 | | | | | | | | | 3,512(5) | 85,342 | | | | | | | | | 2,799(7) | 68,016 | | | | | | | | | | | 8,397(8) | 204,047 |

  32. Outstanding Equity Awards on December 31, 2025

    (1)This stock option award vests on August 4, 2027. (2)This RSU award vests in equal installments on August 4, 2026, 2027, and 2028. (3)This PSU award vests on August 4, 2028, subject to the achievement of performance conditions based on a one-year performance period. The amount reported represents the target number of PSUs that may be earned. The actual number of shares that may be earned may range between 0% and 200% of the target award level. Based on our actual performance over the performance period, the number of PSUs earned and payable equals 95% of the target number of PSUs awarded. (4)This RSU award vested on February 16, 2026. (5)This RSU award vests in equal installments on February 14, 2025, 2026, and 2027. (6)This RSU award vests on January 1, 2027. (7)This RSU award vests in equal installments on February 20, 2026, 2027, and 2028. (8)This PSU award vests on February 20, 2028, subject to the achievement of performance conditions based on a one-year performance period. The amount reported represents the target number of PSUs that may be earned. The actual number of shares that may be earned may range between 0% and 200% of the target award level. Based on our actual performance over the performance period, the number of PSUs earned and payable equals 95% of the target number of PSUs awarded.

  33. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to our named executive officers concerning RSUs that vested during the year ended December 31, 2025. Mr. Gall, Ms. Lapish, and Mr. Pasagic are the only named executive officers with RSU awards that vested in 2025. No stock options were exercised by any named executive officer during 2025 and no PSUs vested during 2025.

  34. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brandon M. Gall | 16,419 | 532,578 | | Erika Lapish | 3,843 | 126,227 | | Amel Pasagic | 4,063 | 133,511 |

  35. Option Exercises and Stock Vested

    (1)Amounts calculated using the closing market price of our common stock on the vesting date (or if such date is not a trading day, the closing market price of our common stock on the trading day immediately preceding the vesting date), multiplied by the number of shares vested.

  36. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We have adopted a non-qualified deferred compensation plan for our executive officers, which permits participants to defer salary or short-term incentive payments. Amounts deferred are deemed invested in investments selected by the participant that have been available in our 401(k) plan. Aggregate earnings (losses) represent price appreciation (or depreciation) on the investments plus dividends or interest paid on investments. The following table sets forth the contributions made by our named executive officers and the earnings accrued on all such contributions under our non-qualified deferred compensation plan during the year ended December 31, 2025. Mr. Gall is the only named executive officer who participated in or who had a balance under our non-qualified deferred compensation plan during 2025.

  37. Non-Qualified Deferred Compensation

    | | Executive Contributions in 2025 | Registrant Contributions in 2025 | Aggregate Earnings (Losses) in 2025 | Aggregate Withdrawals/ Distributions | Aggregate Balance at 2025 Year End | | Name | ($) | ($) | ($)(1) | ($) | ($)(2) | | Brandon M. Gall | — | — | 25,308 | 135,383 | 177,659 |

  38. Non-Qualified Deferred Compensation

    (1)Amount is not included in the Summary Compensation Table because plan earnings were not preferential or above market. (2)Amount includes $115,426 for Mr. Gall that was previously reported in the Summary Compensation Table for years prior to 2025.

  39. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control In order to offer competitive compensation to our executive officers, ensure retention of our executive officers, and incentivize our executive officers to remain focused on stockholder interests, we offer payments and benefits to our executive officers upon certain termination events and a change-in-control. Executive Severance Plan. During 2025, each of our executive officers participated in the Severance Plan. Pursuant to the Severance Plan, upon a termination by us without cause or a termination by the Severance Plan participant for good reason (each as defined in the Severance Plan, and for Ms. Francis, as these definitions are modified by the Francis Offer Letter and as subsequently modified by the Human Resources and Compensation Committee), the participant will receive severance in an amount equal to: •An applicable severance multiplier (one for any participant who is not the chief executive officer and two for any participant who is the chief executive officer) times the participant’s base salary in effect immediately prior to the date of the termination, which is paid in substantially equal installments over a one-year period following termination; •The annual STI award based on our actual performance in the year prior to which termination occurs (if not already paid), which will be paid on the date that STI awards are paid to our senior executives; •A prorated annual STI award based on our actual performance in the year in which termination occurs, which will be paid on the date that STI awards are paid to our senior executives; and •Reimbursement for certain COBRA premiums for a limited period (up to 24 months after termination in the case of a participant who is the chief executive officer and six months in the case of a participant that is not the chief executive officer). The Severance Plan does not affect the terms of any outstanding equity awards. Any severance benefits payable to a participant under the plan would be reduced by any severance benefits to which the participant would otherwise be entitled under any other severance policy or plan, including any agreement between a participant and us (unless the plan or agreement expressly provides for severance benefits to be in addition to those provided under the Severance Plan). Pursuant to the Gall Interim Service Agreement, Mr. Gall agreed that he would continue to be treated as a participant who is not the chief executive officer for purposes of the Severance Plan while he was serving as our Interim President and Chief Executive Officer. Equity Awards. The treatment of RSUs, PSUs, and stock options upon termination depends on the reason for the termination of employment. The following table summarizes treatment of equity awards under various termination scenarios for our named executive officers.

  40. Potential Payments on Termination or Change in Control

    | Termination Scenario | Treatment Upon Employment Termination | | Change in Control(1) | RSUs, PSUs, and Stock Options | | | • Vesting accelerated if terminated without cause or with good reason(2) within 18 months following a change in control. Number of PSUs earned will be based on actual performance, with the ability to truncate the performance period. Vested options must be exercised within one year after separation date. | | Retirement (required to be at least age 60 and have at least five years of service with us) | RSUs granted prior to March 2025 | | | • Continued vesting. | | | RSUs granted during or after March 2025, PSUs, and Stock Options | | | • Continued vesting for awards granted at least one year prior to separation date. Number of PSUs earned will be based on actual performance. Vested options must be exercised within one year after separation date. | | Death or disability(1) | RSUs, PSUs, and Stock Options | | | • Vesting accelerated. The number of PSUs earned will be paid at target level (if death or disability occurs during the performance period) or actual performance (if death or disability occurs after the performance period). Vested options must be exercised within one year after separation date. |

  41. Potential Payments on Termination or Change in Control

    (1)As defined in the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), or the 2024 Plan, as applicable. (2)Each as defined in the applicable award agreement, and for Ms. Francis, as these definitions are modified by the Francis Offer Letter and subsequently modified by the Human Resources and Compensation Committee. In addition, pursuant to the Gall Interim Service Agreement, in the event that Mr. Gall’s employment is terminated by us without cause or terminated by Mr. Gall with good reason (each as defined in the RSU award agreement, as modified by the Gall Interim Service Agreement), the RSUs granted to Mr. Gall on January 1, 2025 will continue to vest. Under the award agreements, upon termination of employment or separation from service for any other reason, any RSUs, PSUs, and stock options that have not previously vested are forfeited. Short-Term Incentive Plan. Beginning January 1, 2025, the STI Plan has a “double trigger” change in control payment provision. Under this provision, in the event a change in control (as defined in the STI Plan) occurs and a participant’s termination of employment without cause (as defined in the STI Plan, and for Ms. Francis, as this definition is modified by the Francis Offer Letter and subsequently modified by the Human Resources and Compensation Committee) occurs in the same performance period and following the change in control, or after the end of the relevant performance period but before payment of STI awards, the participant will be entitled to receive (subject to the execution and not rescinding a release in favor of the Company) (i) a prorated STI award based on actual performance for the performance year in which the change in control occurs, and (ii) any unpaid STI award for any completed performance year preceding the termination date. Upon an executive officer’s death or disability (as defined in the STI Plan), the executive officer (or his or her estate) is entitled to receive under the STI Plan (i) a prorated STI award based on actual performance for the performance year in which the termination occurs, and (ii) any unpaid STI award for any completed performance year preceding the termination date. If an executive officer’s employment terminates for any other reason, the executive officer forfeits any rights to an STI award under the terms of the STI Plan. However, the Human Resources and Compensation Committee has the option to pay a prorated STI award based on actual performance for the performance year in which the termination occurs, unless the termination is for cause (as defined in the STI Plan and for Ms. Francis, as this definition is modified by the Francis Offer Letter and subsequently modified by the Human Resources and Compensation Committee). Post Termination and Change-in-Control Benefits as of December 31, 2025. The following table sets forth estimated amounts that our named executive officers would have been entitled to in the event of the named executive officer’s employment with us terminated or a change in control occurred on December 31, 2025. Amounts shown are based on a price of $24.30 per share, the closing market price of our common stock on December 31, 2025, and do not include potential payments for dividend equivalents. None of our named executive officers were eligible for retirement benefits as of December 31, 2025.

  42. Potential Payments on Termination or Change in Control

    | Name | Termination Without Cause or for Good Reason(1) ($) | Change in Control and Termination Without Cause or for Good Reason(2) ($) | Death or Disability(3) ($) | | Julie M. Francis | 2,220,900 | 4,146,942 | 2,385,246 | | Brandon M. Gall | 1,270,563 | 2,377,501 | 1,858,132 | | Erika Lapish(4) | 508,858 | 868,449 | 528,377 | | Amel Pasagic(4) | 661,486 | 1,098,375 | 656,036 |

  43. Potential Payments on Termination or Change in Control

    (1)Amounts represent 2x base salary (for Ms. Francis) and 1x base salary plus (for Mr. Gall, Ms. Lapish, and Mr. Pasagic), 2025 STI award (based on our actual performance), plus certain COBRA premium payments for 24 months (for Ms. Francis) and 6 months (for Mr. Gall, Ms. Lapish, and Mr. Pasagic). For Mr. Gall, also includes vesting of RSUs granted to him on January 1, 2025 in connection with his appointment as our Interim President and Chief Executive Officer. (2)Amounts represent amounts listed under “Termination Without Cause or for Good Reason” column plus vesting of outstanding RSUs (other than the RSUs granted to Mr. Gall on January 1, 2025), PSUs (based on actual performance), and stock options. Amounts payable in the event of a change in control may be subject to reduction under applicable “best net” provisions of the 2024 Plan to avoid excise taxes pursuant to Section 4999 of the Internal Revenue Code. (3)Amounts represent vesting of outstanding RSUs, PSUs (at target), and stock options plus 2025 STI award (based on our actual performance). In addition, the named executive officer would be entitled to supplemental life insurance benefits in the case of death. (4)The employment of Ms. Lapish and Mr. Pasagic concluded on February 20, 2026. Ms. Lapish and Mr. Pasagic were each entitled to receive severance payments under the Severance Plan on account of a termination without cause when their positions were restructured.

  44. CHIEF EXECUTIVE PAY RATIO

    CHIEF EXECUTIVE PAY RATIO As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our chief executive officer. As of December 31, 2025, we had approximately 559 U.S. employees and 58 employees in the United Kingdom (including Northern Ireland). We used total cash compensation, consisting of base pay and annual incentive compensation, for the 12-month period from January 1, 2025 through December 31, 2025 to identify our median employee. We did not annualize compensation for employees who did not work for the entire measurement period. Our median employee’s compensation for 2025, calculated using the same methodology as the Summary Compensation Table in this Proxy Statement, was $85,345. We had two non-concurrent CEOs, Mr. Gall and Ms. Francis, who served during 2025. For purposes of the CEO pay ratio, we annualized the 2025 compensation (excluding one-time payments) paid to Ms. Francis, who was serving as our CEO on December 31, 2025, the date on which we identified our median employee. Using the amounts reported in the Summary Compensation Table, this annualized amount was $5,961,923. Based on this information, we estimate that our CEO to median employee pay ratio is 70:1. The CEO pay ratio is a reasonable estimate calculated in accordance with SEC rules. Because the SEC rules for identifying the median employee and calculating the CEO pay ratio allows companies to use different methodologies, exclusions, estimates and assumptions and because of our unique situation with an Interim President and Chief Executive Officer serving during a portion of 2025 and hiring a new President and Chief Executive Officer during 2025, our CEO pay ratio may not be comparable to the CEO pay ratio reported by other companies.

  45. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by SEC rules, we are providing the following information about the relationship between executive officer “compensation actually paid” (“CAP”) and certain financial performance metrics. The table below reflects CAP to our chief executive officers (“CEO”) and average CAP to our other named executive officers (the “Other NEOs”) during 2021 through 2025. For additional information about our pay-for-performance philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.”

  46. Pay Versus Performance Table

    Pay Versus Performance Table Part I

  47. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for CEO(1) | | | | Compensation Actually Paid to CEO(2) | | | | | | Colo (First CEO) | Bratcher (Second CEO) | Gall (Third CEO) | Francis (Fourth CEO) | Colo (First CEO) | Bratcher (Second CEO) | Gall (Third CEO) | Francis (Fourth CEO) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | N/A | N/A | 2,205,993 | 4,980,533 | N/A | N/A | $1,529,844 | 4,411,550 | | 2024 | N/A | 1,669,326 | N/A | N/A | N/A | 296,388 | N/A | N/A | | 2023 | 4,709,865 | N/A | N/A | N/A | 4,318,377 | N/A | N/A | N/A | | 2022 | 4,069,977 | N/A | N/A | N/A | 5,284,166 | N/A | N/A | N/A | | 2021 | 3,373,695 | N/A | N/A | N/A | 4,038,070 | N/A | N/A | N/A |

  48. Pay Versus Performance Table

    Part II

  49. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs(4) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income (Loss) (millions)(7) | Adjusted Operating Income (millions)(8) | | | | | TSR(5) | Russell 2000 – Consumer Staples Index TSR(6) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 740,852 | 532,153 | 53.74 | 126.88 | (107.83) | 89.17 | | 2024 | 1,084,333 | 170,808 | 84.42 | 153.88 | 34.47 | 170.69 | | 2023 | 1,409,103 | 1,298,732 | 209.85 | 128.73 | 107.13 | 180.30 | | 2022 | 1,345,585 | 1,371,973 | 225.52 | 116.57 | 108.87 | 148.97 | | 2021 | 1,139,922 | 1,441,624 | 179.30 | 135.66 | 90.82 | 126.36 |

  50. Pay Versus Performance Table

    (1)Amounts represent the compensation reported in the “Total” column of the Summary Compensation Table for David J. Colo, David S. Bratcher, Mr. Gall, and Ms. Francis for the years in which they served as CEO. Our CEO (i) for 2025 was Mr. Gall (from January 1 to July 20, 2025) and Ms. Francis (from July 21 to December 31, 2025), (ii) for 2024 was Mr. Bratcher, and (iii) for 2023, 2022, and 2021 was Mr. Colo. (2)Amounts represent the amount of CAP to the CEOs, calculated in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with SEC rules, the following adjustments were made to Mr. Gall’s and Ms. Francis’ compensation for 2025 to determine their CAP.

  51. Pay Versus Performance Table

    | Name | Summary Compensation Table Total ($) | Minus: | Plus: | Compensation Actually Paid ($) | | | | Summary Compensation Table Stock and Option Awards ($) | Equity Awards Adjustments(A) ($) | | | Brandon M. Gall | 2,205,993 | 1,128,738 | 452,589 | 1,529,844 | | Julie M. Francis | 4,980,533 | 3,955,579 | 3,386,596 | 4,411,550 |

  52. Pay Versus Performance Table

    (A)The equity award adjustments are shown in the following table.

  53. Pay Versus Performance Table

    | Name | Year-End Fair Value of Equity Awards That Were Granted in the Applicable Year That Remained Outstanding and Unvested ($) | Change in Fair Value from Prior Year-End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value as of Prior Year-End of Equity Awards Granted in Prior Year and Forfeited During Year ($) | Change in Fair Value from Prior Year-End to this Year-End of Equity Awards Granted in a Prior Year That Remain Outstanding and Unvested ($) | Total Equity Awards Adjustments ($) | | Brandon M. Gall | 773,323 | (113,838) | 0 | (206,896) | 452,589 | | Julie M. Francis | 3,386,596 | 0 | 0 | 0 | 3,386,596 |

  54. Pay Versus Performance Table

    (3) Amounts represent the average of the amounts reported for the Other NEOs in the “Total” column of the Summary Compensation Table in each applicable year. Our Other NEOs (i) for 2025 were Ms. Lapish and Mr. Pasagic, (ii) for 2024 were Mr. Gall, Ms. Lapish, Mr. Pasagic, and Curtis C. Landherr; (iii) for 2023 were Mr. Bratcher, Mr. Gall, Mr. Landherr, and Mr. Pasagic; (iv) for 2022 were Mr. Gall, Mr. Bratcher, David E. Dykstra, Stephen J. Glaser, Ms. Lapish, and Mr. Pasagic; and (v) for 2021 were Mr. Gall, Mr. Bratcher, Mr. Dykstra, and Mr. Glaser. (4) Amounts represent the average amount of CAP to the Other NEOs, calculated in accordance with SEC rules. The amounts do not reflect the actual average amount of compensation earned by or paid to the Other NEOs during the applicable year. In accordance with SEC rules, the following adjustments were made to average total compensation for the Other NEOs for 2025 to determine CAP.

  55. Pay Versus Performance Table

    | Average Reported Summary Compensation Table Total for Other NEOs ($) | Minus: | Plus: | Average Compensation Actually Paid to Other NEOs ($) | | | Average Reported Summary Compensation Table Stock and Option Awards for Other NEOs ($) | Average Equity Adjustments for Other NEOs(A) ($) | | | 740,852 | 311,456 | 102,757 | 532,153 |

  56. Pay Versus Performance Table

    (A) The equity award adjustments are shown in the following table.

  57. Pay Versus Performance Table

    | Average Year-End Fair Value of Equity Awards that Were Granted in the Applicable Year That Remained Outstanding and Unvested ($) | Average Change in Fair Value from Prior-Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value as of Prior Year-End of Equity Awards Granted in Prior Year and Forfeited During Year ($) | Average Change in Fair Value from Prior Year-End to this Year-End of Equity Awards Granted in a Prior Year That Remain Outstanding and Unvested ($) | Total Average Equity Awards Adjustments ($) | | 231,761 | (25,760) | 0 | (103,244) | 102,757 |

  58. Pay Versus Performance Table

    (5) The reported total shareholder return (“TSR”) is calculated based on a fixed investment of $100 made on December 31, 2020 through and including the end of the fiscal year for each year reported in the table, assuming dividend reinvestment. (6) The reported peer group is the Russell 2000 – Consumer Staples Index. We used this index as our industry comparison index in the stock performance graph required by SEC rules as reported in our Annual Report on Form 10-K for the year ended December 31, 2025. (7) Amounts represent the amount of net income reflected in our audited financial statements for the applicable year. (8) Our Company-selected measure is Adjusted Operating Income, a non-GAAP measure, as defined under “Compensation Discussion and Analysis.” While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that Adjusted Operating Income is the financial performance measure that, in our assessment, represents the most important performance measure used by us to link CAP to our NEOs, for the most recently completed fiscal year, to Company performance.

  59. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-employee directors receive compensation for their service. The Human Resources and Compensation Committee annually reviews the total compensation of our non-employee directors and each element of our non-employee director compensation program. As part of this process, the Human Resources and Compensation Committee evaluates data provided by its independent compensation consultant, including compensation data for our peer group companies, and makes a recommendation to the Board. Our non-employee directors receive the following payments and fees for their services: •Annual cash retainer of $85,000, payable quarterly; •Annual equity award of our common stock, valued at $105,000, paid once per year, which vests immediately on grant; •Annual cash retainers for Board committee chairs ($17,500 for the chair of the Audit Committee, $12,500 for the chair of the Human Resources and Compensation Committee, and $10,500 for the chair of the Nominating and Governance Committee), payable quarterly; and •Annual cash retainer of an additional $70,000 for the non-executive Chairman of the Board, payable quarterly. Non-employee director compensation in 2025 remained the same as 2024 compensation, other than increases, effective July 1, 2025, to the annual cash retainer for non-employee directors (increasing to $85,000 from $75,000) and to the annual cash retainers for Board committee chairs (increasing to $17,500 from $15,000 for the chair of the Audit Committee, increasing to $12,500 from $10,000 for the chair of the Human Resources and Compensation Committee, and increasing to $10,500 from $8,000 for the chair of the Nominating and Governance Committee). The annual equity award for non-employee directors was also increased to $105,000 in 2025, from $90,000 in 2024. In addition, in connection with joining our Board of Directors, Mr. Lopez and Mr. Roper received RSUs on April 14, 2025 and Ms. Lowry received RSUs on May 21, 2025. Each of these RSU awards was valued at $90,000 and will vest on the second anniversary of the respective grant date. In addition, notwithstanding Ms. Michelson’s resignation from the Board on April 14, 2025, the Board approved payment to Ms. Michelson of a prorated amount of the annual cash retainer payable to all non-employee directors resulting in Ms. Michelson receiving an annual cash retainer of $37,500 for 2025 and allowed Ms. Michelson to remain eligible for reimbursement of up to $5,000 for board of director education programs and memberships in board of director-related organizations through December 31, 2025. Non-employee directors may elect to have their cash compensation paid in the form of our common stock, which vests immediately on grant. In addition, non-employee directors who own more than ten times their ownership requirement under our stock ownership guidelines may elect to receive their annual equity award in cash (see “—Stock Ownership Guidelines” for information about the stock ownership requirements for our non-employee directors and “Principal Stockholders” for information about the stock ownership of our non-employee directors). Mr. Lux, Ms. Mingus, and Ms. Seaberg each owned more than ten times their stock ownership requirement and elected to receive their annual equity award in cash for 2025. Non-employee director compensation is prorated based on the relevant dates of service. Executive officers do not receive any additional compensation for serving as a member of our Board. The following table shows compensation earned by or paid to our non-employee directors for 2025.

  60. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Neha J. Clark(3) | 34,650 | — | 34,650 | | Thomas A. Gerke | 91,258 | 104,992 | 196,250 | | Gerardo I. Lopez(4) | 58,639 | 194,986 | 253,625 | | Jennifer Lowry(5) | 61,549 | 194,976 | 256,525 | | Donn Lux | 212,300 | — | 212,300 | | Lori L.S. Mingus | 185,000 | — | 185,000 | | Preet H. Michelson(6) | 37,500 | — | 37,500 | | Kevin Rauckman | 83,128 | 104,992 | 188,120 | | Martin Roper(4) | 101,339 | 194,986 | 296,325 | | Karen L. Seaberg(7) | 179,125 | — | 179,125 | | Todd B. Siwak | 85,888 | 104,992 | 190,880 |

  61. DIRECTOR COMPENSATION

    (1)Mr. Gerke, Ms. Michelson, and Mr. Roper each elected to receive the following amounts of their cash compensation in shares of common stock: $21,246, $37,464, and $101,281, respectively. Mr. Lux, Ms. Mingus, and Ms. Seaberg each elected to receive their equity compensation in the form of cash. Amounts include fractional shares of equity compensation that were paid in the form of cash. (2)Amount represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. (3)Based on Board service that ended on May 20, 2025. (4)Based on Board service that began on April 14, 2025 (5)Based on Board service that began on May 20, 2025 (6)Based on Board service that ended on April 14, 2025. (7)Based on Board service that ended on December 14, 2025.