DEF 14A of MGP Ingredients Inc
Filed Apr 21, 2025 · FY20240001628280-25-018635
Board Nominees for Election
Board Nominees for Election This section provides information about our eight director nominees, including their ages as of March 21, 2025. All of these nominees currently serve as directors. The holder of the majority of our preferred stock has informed the Company that the preferred stockholders intend to nominate a ninth director nominee to take the place of Ms. Clark who is not standing for re-election. Each director elected at the Annual Meeting will serve a one-year term and until their respective successor is elected and qualified or until their earlier death, resignation, or removal. Group A directors are elected by holders of our common stock and Group B directors are elected by holders of our preferred stock.
Board Nominees for Election
| Director Since: 2021 Principal Occupation: Former General Counsel and Chief Administrative Officer, H&R Block, Inc. Age: 68 Board Committees •Audit •Human Resources and Compensation (Chair) •Nomination and Governance Skills and Qualifications •Public Company Executive •Legal and Regulatory •Risk Management •Human Capital | Thomas A. Gerke | Independent | Group A Director | | | Relevant Expertise •Adept at driving strategic changes and operational excellence across business cycles, as President and CEO of Embarq and Executive Vice Chairman of CenturyLink, Mr. Gerke provided strategic and operational leadership at a challenging time when the traditional voice business was rapidly transforming into a high speed data business. At H&R Block, a global consumer tax services provider, Mr. Gerke was deeply involved in many strategic, operational, and human capital initiatives during his tenure as General Counsel, Chief Administrative Officer, and Interim CEO. •Established leader in legal, regulatory, and risk management areas having served as General Counsel of four publicly traded companies. Mr. Gerke has been intimately involved with the strategic and operational aspects of a varied set of significant and pivotal challenges. This legal expertise is supplemented by having had lead responsibility for regulatory and governmental affairs at three separate publicly traded companies. •Broad expertise in strategic M&A and business development having served on four public company boards in addition to serving in a multitude of senior executive positions detailed below. Mr. Gerke’s experience is further informed by nearly a decade of private practice experience. | | | | | Business Experience Highlights | | | | | •General Counsel and Chief Administrative Officer, H&R Block Inc. (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) | | | | | Other Experience and Qualifications | | | | | •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) | | | | | •Audit Committee Financial Expert | | |
Board Nominees for Election
| Director Since: 2025 Principal Occupation: Former Chief Executive Officer, Extended Stay America, Inc. Age: 65 Board Committees •Audit •Human Resources and Compensation •Nomination and Governance Skills and Qualifications •Human Capital •Food and Beverage Industry •M&A •Public Company Executive •Finance and Accounting •Risk Management | Gerardo I. Lopez | Independent | Group B Director | | | Relevant Expertise •Visionary manager of human capital. Mr. Lopez has a strong record of attracting and developing human capital in his leadership roles. As CEO of Extended Stay America, the largest integrated owner and operator of company-branded hotels in North America, he was responsible for hiring and managing a team of senior leaders and experts to implement a multiyear strategic growth platform. He also led the successful development and implementation of its executive and board succession plans. As CEO of AMC Entertainment, an American movie theater chain, Mr. Lopez overhauled the company’s organizational structure by installing a Marketing team, elevating Human Resources to the executive level, reorganizing the Design & Development team, and developing the company’s strategic planning capabilities. Under his leadership, the reorganized company grew equity value by 66% in three years, enabling its 2012 equity sale to Dalian Wanda Group for $2.6 billion and 2013 IPO. •Experienced leader in food & beverage industry. At global coffee company Starbucks, Mr. Lopez led the formation of Starbucks’ first-ever consumer products group. Under his leadership, the group became the second most profitable business unit in the company by the end of his tenure (resulting in $300 million in net operating profits before taxes). In this role, he also led and oversaw long-term strategic partnerships across the world, including with PepsiCo, Kraft Foods, Hershey’s, Sysco, Suntory, Dong Suh Foods, and Uni-President. Earlier in his career, he held positions of increasing responsibility at several leading consumer companies including Starbucks, PepsiCo (a multinational food and beverage company) and Procter & Gamble (a multinational consumer goods company). As a highly experienced public company director, Mr. Lopez also brings insights from a variety of other industries including real estate, hospitality, manufacturing, and consumer products. •Distinguished executive with consumer expertise. Mr. Lopez has 40 years of experience leading transformations and creating shareholder value at global companies in the consumer sector. At SoftBank Investment Advisers, a venture capital company, Mr. Lopez founded an operating group of over 30 former executives to advise SoftBank’s portfolio companies on growth and international expansion, representing $160 billion in assets under management. At AMC Entertainment, Mr. Lopez responded to a secular slump in ticket sales by pioneering luxury recliners and dine-in options at AMC theaters, which drove improved attendance and precipitated other theaters to rethink their seating and dining options, leading to one of the most significant trends in modern moviegoing. Mr. Lopez’s diversity of business experience within the consumer sector will inform MGP’s strategic planning and growth initiatives. | | | | | Business Experience Highlights | | | | | •Executive in Residence, SoftBank Investment Advisers (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 (1991-1996) | | | | | •Sr. Marketing Manager (1986-1990) | | | | | •Unit Manager, Procter & Gamble (1984-1986) | | | | | Other Experience and Qualifications | | | | | •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) | | | | | •Audit Committee Financial Expert | | |
Board Nominees for Election
| Director Since: 2021 Principal Occupation: Retired President and Chief Executive Officer of Luxco, Inc. Age: 64 Board Committees •None Skills and Qualifications •Food and Beverage Industry •M&A •Marketing and Branding | Donn Lux | Chairman of the Board | Group A Director | | | Relevant Expertise •Accomplished beverage industry executive and operator who served as the President and CEO of Luxco, a leading branded spirits company, from 1991 until its sale to MGP in 2021, and as Chairman of Luxco from 2010 until March 2021. Over his four-decade tenure at Luxco, he oversaw all aspects of the business, including production, marketing, sales, and its national distribution network, helping the company grow into a leading producer, bottler, importer, and marketer with a diverse portfolio of alcohol spirits brands. •Expertise in portfolio expansion and innovation, having led Luxco through crucial growth milestones to achieve a comprehensive national footprint. In 2011, Mr. Lux led Luxco’s acquisition of Paramount Distillers, a Cincinnati-based distiller, and its subsidiary Meier Wine Cellars, in a transaction designed to expand Luxco’s footprint into new geographic markets, and expand into non-alcoholic beverages. In 2018, Mr. Lux oversaw the development and opening of Luxco’s first whiskey distillery in Bardstown Kentucky to capitalize on the expanding whiskey category. •Extensive leadership and strategic planning experience as Mr. Lux led Luxco for three decades before spearheading its sale to MGP in 2021. As MGP’s Chairman of the Board, he has worked tirelessly to ensure the seamless integration of all of Luxco’s brand and assets, helping transform MGP into a multifaceted, diversified business with a higher-value portfolio of branded spirits and national distribution footprint. | | | | | Business Experience Highlights | | | | | •President and Chief Executive Officer, Luxco, Inc. (1991-2021) | | | | | •Chairman (2010-2021) | | | | | Other Experience | | | | | •Director, National Alcohol Beverage Control Association Industry Advisory Committee (2000-2015) | | | | | •Director, American Distilling Spirits Association (1995-2015) | | | | | •Board Member, St. Louis Regional Business Council (2005-present) | | | | | •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, Lux Family Foundation (2021-present) | | |
Board Nominees for Election
| Director Since: 2020 Principal Occupation: Principal and Owner, Torpa Design Co. Age: 55 Board Committees •Human Resources and Compensation •Nomination and Governance Skills and Qualifications •M&A •Public Company Leadership | Lori L. S Mingus | Independent | Group B Director | | | Relevant Expertise •Strategic thinker with branding expertise to help lead the Company through transformative changes, including the acquisition and integration of Luxco, and the refinement and advancement of MGP’s distilling and ingredients businesses. Ms. Mingus has worked with several public companies, national associations, and an advertising agency as the owner of Torpa Design, a company specializing in all facets of graphic design, interior design, and exterior design. Her career in design has enabled her to provide insights on MGP’s branded spirits strategy and operations. •Respected leader in the Atchison community, including membership on the boards of the Evah C. Cray Historical Museum, the Atchison Amelia Earhart Foundation, and the Cray Medical Research Organization at the University of Kansas Medical Center. Ms. Mingus’s leadership is instrumental in helping MGP maintain its strong ties to the Atchison, Kansas, community. •Custodian of MGP’s legacy as the fourth generation of the founding Cray family to serve MGP. Ms. Mingus’s understanding of MGP’s identity and traditions, as well her institutional knowledge, provide an invaluable perspective to the Board and in setting Company’s strategy for the future. | | | | | Business Experience Highlights | | | | | •Principal and Owner, Torpa Design Co. (2005-present) | | | | | Other Experience | | | | | •Trustee, Evah C. Cray Historical Museum (2017-present) | | | | | •Board Member, Atchison Amelia Earhart Foundation (2016-present) | | | | | •Board Member, Cray Medical Research Organization, University of Kansas Medical Center (2016-present) | | |
Board Nominees for Election
| Director Since: 2021 Principal Occupation: Financial Consultant, Rauckman Advisors, LLC Age: 62 Board Committees •Audit •Human Resources and Compensation •Nomination and Governance (Chair) Skills and Qualifications •Finance and Accounting •Public Company Leadership | Kevin S. Rauckman | Independent | Group A Director | | | Relevant Expertise •Impactful business leader, combining corporate finance expertise with keen business intelligence. Mr. Rauckman led Garmin through its IPO and drove the expansion of the company’s GPS navigation capabilities, as CFO and Treasurer. He helped formulate and execute a strategic plan that amplified Garmin’s organic growth with nearly 30 acquisitions to catapult it to the status of the largest consumer GPS manufacturer by 2010. During Mr. Rauckman’s tenure, Garmin’s annual sales grew from $200 million to nearly $3.5 billion. •Seasoned corporate finance executive, with nearly thirty years of leadership roles in finance at public and private companies. He was named the 2008 CFO of the Year by the Kansas City Business Journal during his tenure at Garmin. He has also held finance roles at Honeywell and Unisys. His corporate finance experience qualifies him as an “audit committee financial expert” as defined by SEC rules. •Experienced boardroom leader, with extensive experience across a broad range of industries. As a member of CrossFirst Bankshares’s board, Mr. Rauckman oversaw the bank’s 2025 merger with First Busey Corporation, which has created a full-service commercial bank with approximately $20 billion in assets, $17 billion in deposits, $15 billion in loans, and $14 billion in wealth assets under management. He currently serves as a director of First Busey, and a board member at the JE Dunn Construction Group, where he is the Lead Independent Director and Chairman of the Audit Committee. His experience presiding over key decisions at both public and private companies is instrumental to our Board’s decision making and strategic planning. | | | | | Business Experience Highlights | | | | | •Owner and Financial Consultant, Rauckman Advisors, LLC (2017-present) | | | | | •Chief Financial Officer and Treasurer, Garmin, Ltd. (1999-2014) | | | | | •Director of Finance, Honeywell Corp. (1996-1998) | | | | | •Various corporate finance roles, Unisys Corp. (1988-1996) | | | | | Other Experience and Qualifications | | | | | •Board Member, Lead Independent Director, and Audit Committee Chairman, JE Dunn Construction Group, Inc. (2017-present) | | | | | •Board Member, First Busey Corporation (NASDAQ: BUSE) (2025-present) | | | | | •Board Member, and Audit Committee Chairman, CrossFirst Bankshares, Inc. (NASDAQ: CFB) (2016-2025) | | | | | •Audit Committee Financial Expert | | |
Board Nominees for Election
| Director Since: 2025 Principal Occupation: Chief Executive Officer, The Vita Coco Company, Inc. Age: 61 Board Committees •Audit •Human Resources and Compensation •Nomination and Governance Skills and Qualifications •Food and Beverage Industry •M&A •Finance and Accounting •Public Company Executive | Martin Roper | Independent | Group B Director | | | Relevant Expertise •Seasoned food & beverage leader with decades of successfully managing and expanding portfolios of industry-leading products. As CEO of the Boston Beer Company, Mr. Roper oversaw the development of multiple innovative products including Twisted Tea, Angry Orchard Cider, and Truly Spiked & Sparkling, while also launching multiple Samuel Adams innovations that resulted in the doubling of Samuel Adams volume. His leadership and focus on product innovation allowed the company to expand its addressable market and capitalize on changes in consumer preferences. •Proven public company executive, who as the CEO of Vita Coco, the producer of the leading brand of coconut water in the United States, has led the company through one of the most successful consumer goods IPOs of 2021 and produced record sales and profitability in 2023 and 2024. As CEO of the Boston Beer Company, Mr. Roper led brand innovation efforts and streamlined operational efficiencies that led to a more than eighteen-fold increase in the company’s stock by the end of his 17 year tenure as CEO. •Deep expertise in operations and logistics from designing and implementing successful efficiency programs and establishing and executing against strategic priorities for large beverage-producing companies. While CEO of the Boston Beer Company, Mr. Roper initiated cost-savings programs that eliminated over $100 million of spend and oversaw a supply-chain redesign that reduced wholesaler inventories by 50% and improved product freshness. He also led the successful acquisition and integration of the company’s first production-scale breweries, overseeing significant capital projects to expand capacity and to produce the company’s new brands efficiently. | | | | | Business Experience Highlights | | | | | •Chief Executive Officer, The Vita Coco Company, Inc. (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) | | | | | Other Experience and Qualifications | | | | | •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) | | | | | •Audit Committee Financial Expert | | |
Board Nominees for Election
| Director Since: 2009 Principal Occupation: Small Business Owner Age: 77 Board Committees •Human Resources and Compensation •Nomination and Governance Skills and Qualifications •M&A •Public Company Leadership | Karen L. Seaberg | Independent | Group B Director | | | Relevant Expertise •Strategic leader, driving MGP’s evolution from a predominantly commodity company into an emerging branded spirits powerhouse. Ms. Seaberg’s decades of strategic leadership at MGP was capped by the Company’s transformative acquisition of Luxco in 2021. As Chairman of the Board, she led the Board through the deal’s negotiation and execution. The transaction transformed MGP, which had already been one of the country’s largest distillers, into a leading alcohol spirits company with a diverse portfolio of brands, extensive operational capabilities, and a sales and distribution network that spans across all 50 U.S. states, as well as internationally. •Deep familiarity with MGP’s business, given her 15 years on the Board, including ten years as Chairman of the Board from 2014 to 2024. Ms. Seaberg oversaw the Company during crucial periods of growth with nearly $1 billion of strategic M&A activity between 2009 and 2023, including the 2011 purchase of the Lawrenceburg distillery. Ms. Seaberg’s institutional knowledge of the Company and its operations has been instrumental in setting the Company’s long-term strategy. •Active community leader in the local and state communities. She is currently a member of the Heartland Chapter of the National Association of Corporate Directors and the Kansas City Chapter of Women Corporate Directors and is Vice Chair of the Cray Medical Research Organization at the University of Kansas, among other appointments. She has received numerous honors, including the Atchison area Chamber of Commerce’s Hall of Fame award in 2015 and the Catalyst Award at the 2022 Hall of Fame at the University of Kansas Health System. | | | | | Business Experience Highlights | | | | | •Owner, Domenique’s Bakery (2018-present) | | | | | •Owner, Seaberg Real Estate LLC (2018-present) | | | | | •Owner, Potato Hill Farms LLC (2023-present) | | | | | •Minority Owner, Travel Center of Atchison (2000-2015) | | | | | Other Experience | | | | | •Board Member, Kansas City Chapter of Women Corporate Directors (2018-present) | | | | | •Member, Heartland Chapter of National Association of Corporate Directors (2010-present) | | | | | •Vice Chair, Board of Directors, Cray Medical Research Organization, University of Kansas Medical Center (1990-present) | | | | | •President / Founder, Atchison Amelia Earhart Foundation (2016-present) | | | | | •Board Member, Lewis and Clark Trust (2016-present) | | | | | •Board Member, International Forest of Friendship (2022-present) | | | | | •Board Member, Atchison Area Chamber of Commerce (1998-2004) | | | | | •Board Member, Riverbend Regional Healthcare Board (1990-2004) | | |
Board Nominees for Election
| Director Since: 2022 Principal Occupation: Managing Partner, Encore Management Group Age: 62 Board Committees •Audit •Human Resources and Compensation •Nomination and Governance Skills and Qualifications •Consumer Services •Food and Beverage Industry •M&A | Todd B. Siwak | Independent | Group A Director | | | Relevant Expertise •Proven food & beverage industry executive, with a track record of scaling consumer businesses, improving their profitability, and propelling growth. Mr. Siwak oversaw over $6 billion in M&A transactions and $300 million in capital expansion projects during his tenure as President and Chief Business Officer of Ferrero North America, one of the world’s largest sweet-packaged food companies. Under his leadership, Ferrero acquired Ferrara Candy, a large confectioner, as well as Nestle’s candy business. Within three years of the acquisition, he helped improve Ferrara’s profitability by 150% and turned around Nestle’s candy business from double digits sales declines to double digits growth. •Distinguished entrepreneur, with demonstrated prowess for all stages of the business life cycle. Mr. Siwak co-founded TRG Accessories, a manufacturer and distributor of travel gear for Swiss Army, Timberland and Golf Brands. He led the company from inception to its $150 million sale to Centric Group. For his leadership at TRG, Mr. Siwak was named the Ernst & Young Entrepreneur of the Year. As a seasoned private equity executive at Mindseye Group and L Catterton, Mr. Siwak accelerated value creation at CPG and consumer service portfolio companies by identifying weaknesses in their operational processes, designing and implementing growth strategies, and building high-performance management teams. His impact culminated in a string of successful exits. Mr. Siwak has continued his entrepreneurial ventures with the launching of private equity group Encore Management, based in St. Louis, Missouri. Encore invests in highly fragmented consumer service industries, executing an acquire, integrate, operationalize, and grow business model. Encore’s three portfolio companies operate in the home health, medspa, and pet service industries. •Expert manager of complex product portfolios. As the CEO of Ferrara Candy Company, Mr. Siwak was responsible for integrating its distinct candy brands with those of Farley’s & Sathers, following their 2012 merger into a single cohesive entity. In 2018, Mr. Siwak was responsible for the successful integration of Nestle’s US candy business after its acquisition by Ferrara’s parent, Ferrero SpA. | | | | | Business Experience Highlights | | | | | •Managing Partner, Encore Management Group (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) | | | | | Other Experience | | | | | •Board Member, Forest Park Forever (2022-present) | | | | | •Board Chair, Jewish Federation of St. Louis (2025-present) | | |
CEO Succession and Other Leadership Changes
CEO Succession and Other Leadership Changes David J. Colo retired from his position as our Chief Executive Officer and President and as a member of our Board on December 31, 2023. Mr. Bratcher assumed the role of Chief Executive Officer and President on January 1, 2024 and was elected to our Board as a Group B director by our preferred stockholders effective January 1, 2024. In connection with this CEO succession, we entered into an Employment Agreement with Mr. Bratcher on October 31, 2023 (the “Bratcher Employment Agreement”). Mr. Bratcher’s service as the Chief Executive Officer and President, and his employment with us, ended on December 31, 2024. He also resigned from his service as a member of our Board on December 31, 2024. In connection with his termination of employment, Mr. Bratcher was entitled to severance benefits under the Bratcher Employment Agreement as a termination without cause (as defined in the Bratcher Employment Agreement). To facilitate a smooth transition, we entered into a letter agreement with Mr. Bratcher pursuant to which Mr. Bratcher agreed to provide certain transition services and that describes the payments and benefits Mr. Bratcher is entitled to in connection with his separation of employment (the “Bratcher Transition Agreement”). Mr. Gall, our Vice President of Finance and Chief Financial Officer, assumed the additional role of Interim President and Chief Executive Officer on January 1, 2025. In connection with his appointment as Interim President and Chief Executive Officer, we entered into a letter agreement with Mr. Gall providing him additional compensation (the “Gall Interim Service Agreement”). Effective January 8, 2024, Mr. Pasagic was promoted to the newly-created position of Chief Commercial Officer, having previously served as our Vice President of Technology and Chief Information Officer. Effective May 31, 2024, Mr. Landherr resigned from his position as our Chief Legal Officer, Vice President, and Corporate Secretary. In connection with his resignation and to facilitate a smooth transition, we entered into a letter agreement with Mr. Landherr pursuant to which Mr. Landherr agreed to provide certain services (the “Landherr Transition Agreement”). The Landherr Transition Agreement also described payments and benefits Mr. Landherr received in connection with his separation of employment. The Bratcher Employment Agreement, the Bratcher Transition Agreement, the Gall Interim Service Agreement, and the Landherr Transition Agreement are further described under “Compensation Tables—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards.”
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, which have been historically based on prior-year performance and granted only in the form of restricted stock units (“RSUs”), are intended to motivate the achievement of key performance goals and thereby generate stockholder value, 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. The Committee’s typical practice has been to grant annual equity awards in mid-February each year, with the number of RSUs granted varying based on achievement against performance goals for the prior year. For 2025, we modified our long-term incentive program, as further described under “—Elements of Compensation—2025 Changes to our Long-Term Incentive Program.” •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.”
How We Determine Compensation
How We Determine Compensation The Committee reviews and approves the salary and incentive compensation of our executive officers. Our Chief Executive Officer (and for 2025, our Interim Chief Executive Officer) provides the Committee with his 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 Chief Executive Officer or our Interim 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 Chief Executive Officer and our Interim Chief Executive Officer, in executive sessions with non-management members of the 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 2024. 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 manufacturing 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. 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 using the same peer group for 2024 compensation decisions for our executive officers as the one used in 2023. In establishing this peer group in December 2022, the Committee worked with its independent compensation consultant to determine the appropriate size and relevant industries of the peer group, which were food ingredient and consumer food and packaged goods companies. The peer group for 2024 compensation decisions for our executive officers consisted of the following 16 companies:
How We Determine Compensation
| 2024 Peer Group Companies | | | | | B&G Foods, Inc. | Calavo Growers, Inc. | Hostess Brands, Inc. | Sensient Technologies Corporation | | Balchem Corporation | Celsius Holdings, Inc. | Inter Parfums, Inc. | Tootsie Roll Industries, Inc. | | Boston Beer Company | Duckhorn Portfolio, Inc. (The) | J&J Snack Foods Corp. | Turning Point Brands, Inc. | | Cal-Maine Foods, Inc. | Freshpet, Inc. | Limoneira Company | Vintage Wine Estates, Inc. |
How We Determine Compensation
The Committee approved the peer group used for 2025 compensation decisions for our executive officers in December 2024. This peer group was established with the assistance of the Committee’s independent compensation consultant and was 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.
Elements of Compensation
| Financial Performance Metrics | Weighting (%) | Threshold Payout of 50% ($) | Target Payout of 100% ($) | Maximum Payout of 200% ($) | | Adjusted Operating Income | 70 | 180.3 million | 198.3 million | 216.4 million | | Adjusted EBITDA | 20 | 202.5 million | 222.4 million | 240.4 million | | Adjusted Basic EPS | 10 | 5.90 | 6.41 | 7.01 |
Elements of Compensation
In February 2025, the Committee determined that the threshold performance was not achieved for any of the STI financial performance goals for 2024. The Committee typically considers the actual achievement of the financial performance goals in determining individual performance achievement for our executive officers. Because the threshold performance was not achieved for any of the financial performance goals for 2024, the Committee determined the threshold performance was also not achieved for the individual performance factor for 2024. As a result, the named executive officers did not receive STI awards for 2024. 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 are designed to attract and motivate our executive officers, align with stockholder value creation, and align with our pay-for-performance compensation philosophy. The RSUs have time-based vesting to align the interests of our executive officers with the interests of our stockholders by promoting the stability and retention of our executive team over the longer term. The Committee set the LTI target opportunity for 2024 for the named executive officers as a percentage of base salary as follows: 170% for Mr. Bratcher, 115% for Mr. Gall, and 65% for Ms. Lapish, Mr. Pasagic, and Mr. Landherr. The Committee made no changes to these LTI target opportunities in 2024 as compared to 2023, other than an increase in the LTI target opportunity for Mr. Bratcher from 100% to 170% of base salary in connection with his appointment as Chief Executive Officer and President and for Mr. Gall from 100% to 115% of base salary to more closely align with the benchmark compensation of our peer group and in the survey data. For 2024, the Committee set the performance metrics, weightings, targeted achievement levels, and payout scale for the LTI program as the same as those for the STI awards discussed above. In February 2025, the Committee reviewed 2024 performance and determined that the threshold performance was not achieved for any of the LTI financial performance goals for 2024. The Committee typically considers the actual achievement of the financial performance goals in determining individual performance achievement for our executive officers. Because the threshold performance was not achieved for any of the financial performance goals for 2024, the Committee determined the threshold performance was also not achieved for the individual performance factor for 2024. As a result, the named executive officers were not issued any RSUs based on attainment of the LTI performance goals for 2024 because threshold performance was not achieved. 2025 Changes to our Long-Term Incentive Program. 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 review, commencing in 2025, the Company will grant annual LTI awards in the form of performance stock units (“PSUs”) with forward-looking financial performance goals and time-vested RSUs to incentivize future performance with and service to us. For 2025, 75% of the annual LTI incentive award value is allocated to PSUs (at target level) and 25% of the annual LTI incentive award value is allocated to RSUs. The PSU and RSU awards were granted to executive officers on March 12, 2025. The RSUs will vest ratably on February 20, 2026, 2027, and 2028. The PSUs will have a one-year performance period, will vest on February 20, 2028, and the number of PSUs achieved will be based on attainment of 2025 adjusted operating income, adjusted EBITDA, and adjusted basic EPS goals. In addition, for 2025, the Committee increased the LTI opportunity for Ms. Lapish and Mr. Pasagic to 80% of base salary to more closely align with the benchmark compensation in the survey data. 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 “Executive Severance Plan”). The Executive Severance Plan is designed to provide uniform treatment of individuals not covered by individual employment agreements, attract these executive officers, and encourage retention of these executive officers by providing financial protection in the event of unexpected job loss resulting from certain terminations of employment. More information about the Executive 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, as described herein, 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. Mr. Pasagic receives an automobile allowance of $600 per month and reimbursement for gas expenses. Beginning January 1, 2025, Mr. Gall and Ms. Lapish are also entitled to receive an automobile allowance of $600 per month and reimbursement for gas expenses. During 2024, Mr. Bratcher was entitled to receive an automobile allowance of $1,500 per month and reimbursement for gas expenses pursuant to the terms of the Bratcher Employment Agreement.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for 2024, 2023, and 2022:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brandon M. Gall Interim President and Chief Executive Officer (since January 1, 2025); Vice President of Finance and Chief Financial Officer and Treasurer | 2024 | 483,600 | 929,995 | — | 23,494 | 1,437,089 | | | 2023 | 465,000 | 622,487 | 558,000 | 22,531 | 1,668,018 | | | 2022 | 415,000 | 487,525 | 498,000 | 35,899 | 1,436,424 | | Erika Lapish Vice President and Chief Human Resources Officer | 2024 | 316,160 | 395,210 | — | 22,356 | 733,726 | | | 2023 | 304,000 | 328,874 | 304,000 | 21,077 | 957,951 | | | 2022 | 253,000 | 178,272 | 253,000 | 24,607 | 708,879 | | Amel Pasagic Chief Commercial Officer | 2024 | 421,885 | 447,168 | — | 33,349 | 902,402 | | | 2023 | 344,000 | 357,547 | 344,000 | 31,661 | 1,077,208 | | | 2022 | 275,000 | 179,516 | 275,000 | 33,329 | 762,845 | | David S. Bratcher Former Chief Executive Officer and President (until December 31, 2024) | 2024 | 625,000 | 1,000,037 | — | 44,289 | 1,669,326 | | | 2023 | 500,000 | 712,479 | 600,000 | 64,469 | 1,876,948 | | | 2022 | 475,000 | 441,713 | 570,000 | 52,103 | 1,538,816 | | Curtis C. Landherr Former Vice President, Chief Legal Officer and Corporate Secretary (until April 30, 2024) | 2024 | 195,500 | 552,529 | — | 516,086 | 1,264,115 | | | 2023 | 425,000 | 115,082 | 425,000 | 49,155 | 1,014,237 |
Summary Compensation Table
(1)The amount shown is the grant date fair value of awards made during the period computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and for 2024, represents RSUs granted on February 14, 2024 and earned under the LTI program for the 2023 performance year. Pursuant to the terms of his award agreement and the Landherr Transition Agreement, Mr. Landherr forfeited all of his equity awards upon his termination of employment. (2) No annual cash incentive payments were made under the STI Plan for 2024 performance. (3) Includes Company contributions to 401(k) plan accounts for 2024 in the following amounts: Mr. Gall - $20,646, Ms. Lapish - $18,970, Mr. Pasagic - $20,700, Mr. Bratcher - $20,700, and Mr. Landherr - $12,750. Includes amounts paid by the Company for the purchase of additional life insurance for Mr. Gall and amounts paid by the Company for the purchase of long-term disability insurance for each of the named executive officers. Includes an automobile allowance and gas reimbursement for Mr. Pasagic and Mr. Bratcher in the amounts of $10,210 and $21,385, respectively. For Mr. Landherr, includes payments or reimbursement of $27,754 (which includes tax-gross up reimbursement payments of $7,960) of relocation expenses, $17,000 for the cash out of unused vacation, and $453,583 (which includes tax-gross up reimbursement payments of $88,649) pursuant to the terms of the Landherr Transition Agreement as described under “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards—Mr. Landherr’s Transition Agreement.” Additionally, includes reimbursement of commuting costs for Mr. Landherr.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information about STI and LTI awards granted to each named executive officer during the year ended December 31, 2024.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Brandon M. Gall | | | | | | | | | | | LTI Opportunity(1) | 2/13/2024 | | | | 278,070 | 556,140 | 1,112,280 | | | | STI Opportunity(2) | 2/13/2024 | 145,080 | 290,160 | 580,320 | | | | | | | RSUs(3) | 2/14/2024 | | | | | | | 10,954 | 929,995 | | Erika Lapish | | | | | | | | | | | LTI Opportunity(1) | 2/13/2024 | | | | 102,752 | 205,504 | 411,008 | | | | STI Opportunity(2) | 2/13/2024 | 79,040 | 158,080 | 316,160 | | | | | | | RSUs(3) | 2/14/2024 | | | | | | | 4,655 | 395,210 | | Amel Pasagic | | | | | | | | | | | LTI Opportunity(1) | 2/13/2024 | | | | 138,125 | 276,250 | 552,500 | | | | STI Opportunity(2) | 2/13/2024 | 106,250 | 212,500 | 425,000 | | | | | | | RSUs(3) | 2/14/2024 | | | | | | | 5,267 | 447,168 | | David S. Bratcher | | | | | | | | | | | LTI Opportunity(1) | 2/13/2024 | | | | 531,250 | 1,062,500 | 2,125,000 | | | | STI Opportunity(2) | 2/13/2024 | 312,500 | 625,000 | 1,250,000 | | | | | | | RSUs(3) | 2/14/2024 | | | | | | | 11,779 | 1,000,037 | | Curtis C. Landherr | | | | | | | | | | | LTI Opportunity(1) | 2/13/2024 | | | | 143,650 | 287,300 | 574,600 | | | | STI Opportunity(2) | 2/13/2024 | 110,500 | 221,000 | 442,000 | | | | | | | RSUs(3) | 2/14/2024 | | | | | | | 6,508 | 552,529 |
Grants of Plan-Based Awards
(1)The amounts reported under the Threshold, Target, and Maximum columns reflect the values of the possible LTI awards. If less than the Threshold performance targets are met, no incentive award is paid. The Target column reports the awards that would have been paid if 100% of the performance targets were met and the Maximum column represents the maximum awards available regardless of the amount by which the performance targets are exceeded. The performance targets relate to both quantitative and qualitative criteria. The award amounts are denominated in dollars but are payable in RSUs in the number of shares that the award equates to at the time of payout. For 2024, the named executive officers were not awarded any RSUs based on 2024 performance because the Threshold performance targets were not met, as described in “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Program.” (2)The amounts reported under the Threshold, Target, and Maximum columns reflect the possible STI awards. If less than the Threshold performance targets are met, no incentive award is paid. The Target column reports the awards that would have been paid if 100% of the performance targets were met and the Maximum column represents the maximum awards available regardless of the amount by which the performance targets are exceeded. The performance targets relate to both quantitative and qualitative criteria. For 2024, the named executive officers did not receive an STI award because the Threshold performance targets were not met, as reported in the Summary Compensation Table and as described in “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Plan.” (3)Represents the grant of RSUs based on Company financial performance goals and the named executive officer’s individual performance for 2023. One third of the RSUs vested on February 14, 2025 and one third of the RSUs will vest on February 14, 2026 and 2027.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Mr. Bratcher’s Employment Agreement and Transition Agreement. We entered into the Bratcher Employment Agreement with Mr. Bratcher on October 31, 2023 in connection with his appointment as our Chief Executive Officer and President effective January 1, 2024. The key compensation elements contained in the Bratcher Employment Agreement include: •Base salary: $625,000 per year. •STI opportunity: Targeted at 100% of base salary. •LTI opportunity: Targeted at 170% of base salary. •Personal benefits: Automobile allowance of $1,500 per month and gas reimbursement. •Severance: Severance benefits in the event that Mr. Bratcher’s employment terminated under various circumstances. Mr. Bratcher’s employment with us ended on December 31, 2024, and he was entitled to severance benefits under the Bratcher Employment Agreement as a termination without cause, pursuant to which he is entitled to two years of base salary continuation and continued vesting of his unvested RSUs on their scheduled vesting dates in exchange for signing and not rescinding a release in favor of the Company. He was also entitled to receive RSUs based on 2024 performance; however, because the 2024 threshold performance targets were not met, no RSUs were issued to Mr. Bratcher for 2024 performance. To facilitate a smooth transition, we entered into the Bratcher Transition Agreement with Mr. Bratcher on December 19, 2024, pursuant to which Mr. Bratcher agreed to provide certain transition services to us and which describes the payments and benefits Mr. Bratcher was entitled to in connection with his termination of employment. Pursuant to the Bratcher Transition Agreement, we also agreed to reimburse Mr. Bratcher for the cost of continued health insurance for up to six months in exchange for Mr. Bratcher’s agreement to the terms of the Transition Agreement and a release in favor of the Company, which includes Mr. Bratcher’s agreement not to compete with us through February 14, 2027 and which he executed in January 2025. For additional information, see “—Potential Payments on Termination or Change in Control.” 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 will 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 when he is not serving as our Interim President and Chief Executive Officer is currently 60% of base salary. •One-time supplemental cash incentive: $100,000, paid in January 2025. •LTI compensation: Granted a one-time RSU award valued at $525,000 on January 1, 2025, which vests on January 1, 2027. Mr. Gall’s LTI opportunity continues to be targeted at 115% of base salary. •Personal benefits: Automobile allowance of $600 per month and gas reimbursement. Mr. Landherr’s Transition Agreement. Mr. Landherr ceased serving as a Company officer on April 30, 2024 and as an employee on May 31, 2024. To facilitate a smooth transition, we entered into the Landherr Transition Agreement with Mr. Landherr on April 23, 2024. Under the Landherr Transition Agreement, Mr. Landherr is entitled to receive one year of base salary continuation, a prorated STI award for 2024 based on actual performance under the 2024 STI performance metrics (because the 2024 threshold performance targets were not met, no amounts were paid to Mr. Landherr with respect to his STI award for 2024), and reimbursement for the cost of continued health insurance for up to six months. We also agreed to reimburse Mr. Landherr for the remaining relocation and moving expenses as contemplated in his original offer letter and otherwise agreed by us, up to a maximum net amount of $103,500 (prior to any tax gross-ups), monthly, pre-tax payments of $6,925 for each of May and June 2024, and an additional payment of $70,000 (less applicable withholdings) at the time of the last base salary continuation payment. In connection with the Landherr Transition Agreement, Mr. Landherr, agreed to a separation and release agreement in favor of the Company and his continued compliance with certain transition and post-termination covenants, which he executed in June 2024. For additional information, see “—Potential Payments on Termination or Change in Control.”
Outstanding Equity Awards on December 31, 2024
Outstanding Equity Awards on December 31, 2024 The following table shows information concerning outstanding RSU awards held by each named executive officer on December 31, 2024. No stock options were held by any named executive officers as of December 31, 2024. Amounts shown are based on a price of $39.37 per share, the closing market price of our common stock on December 31, 2024.
Outstanding Equity Awards on December 31, 2024
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Brandon M. Gall | 6,268(1) | 246,771 | | | 6,500(2) | 255,905 | | | 6,426(3) | 252,992 | | | 10,954(4) | 431,259 | | Erika Lapish | 2,292(1) | 90,236 | | | 3,395(3) | 133,661 | | | 4,655(4) | 183,267 | | Amel Pasagic | 2,308(1) | 90,866 | | | 3,691(3) | 145,315 | | | 5,267(4) | 207,362 | | David S. Bratcher | 5,679(1) | 223,582 | | | 7,355(3) | 289,566 | | | 11,779(4) | 463,739 | | Curtis C. Landherr | — | — |
Outstanding Equity Awards on December 31, 2024
(1)This RSU award vested on February 10, 2025. (2)This RSU award vested on February 12, 2025. (3)This RSU award will vest on February 16, 2026. (4)One third of this RSU award vested on February 14, 2025 and one third of this RSU award will vest on February 14, 2026 and 2027.
Stock Vested
Stock Vested The following table sets forth information with respect to our named executive officers concerning the vesting of RSU awards during the year ended December 31, 2024. Mr. Gall, Mr. Pasagic, and Mr. Bratcher are the only named executive officers with RSU awards that vested in 2024.
Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brandon M. Gall | 8,794 | 764,984 | | Amel Pasagic | 575 | 49,076 | | David S. Bratcher | 4,987 | 425,640 |
Stock Vested
(1)Amounts calculated using the closing market price of our common stock on the vesting date (or if such date is not a trading day, the closing market price of our common stock on the trading day immediately preceding the vesting date), multiplied by the number of shares vested.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation We have adopted a non-qualified deferred compensation plan for our executive officers, which permits participants to defer salary or short-term incentive payments. Amounts deferred are deemed invested in investments selected by the participant from the choices available in our 401(k) plan. Aggregate earnings (losses) represent price appreciation (or depreciation) on the investments plus dividends or interest paid on investments. The following table sets forth the contributions made by our named executive officers and the earnings accrued on all such contributions under our non-qualified deferred compensation plan during the year ended December 31, 2024. Mr. Gall is the only named executive officer with a balance under our non-qualified deferred compensation plan as of December 31, 2024.
Non-Qualified Deferred Compensation
| | Executive Contributions in 2024 | Registrant Contributions in 2024 | Aggregate Earnings (Losses) in 2024 | Aggregate Withdrawals/ Distributions | Aggregate Balance at 2024 Year End | | Name | ($)(1) | ($) | ($)(1) | ($) | ($)(2) | | Brandon M. Gall | — | — | 13,133 | 86,059 | 287,735 |
Non-Qualified Deferred Compensation
(1)Amounts are not included in the Summary Compensation Table because plan earnings were not preferential or above market. (2)Amounts include $276,117 for Mr. Gall that was previously reported in the Summary Compensation Table for years prior to 2024.
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. Bratcher Employment Agreement. Mr. Bratcher was entitled to certain severance benefits pursuant to the Bratcher Employment Agreement in the event that Mr. Bratcher’s employment with us was terminated under various circumstances. Mr. Bratcher’s employment with us ended on December 31, 2024, and he was entitled to severance benefits as a termination without cause under the Bratcher Employment Agreement, as described under “Compensation Tables—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards—Mr. Bratcher’s Employment Agreement and Transition Agreement.” Pursuant to the Bratcher Employment Agreement, in the event that Mr. Bratcher’s employment was terminated for any reason after the end of a fiscal year but before payment of his STI award for that prior fiscal year, he would have been entitled to receive his STI award. In addition, in the event that Mr. Bratcher’s employment terminated for reasons other than cause or for good reason (each as defined in the Bratcher Employment Agreement), he would be entitled to receive (i) two years of base salary continuation, (ii) a prorated STI award based on actual performance for the performance year in which the termination occurs, (iii) a prorated LTI award based on actual performance for the performance year in which termination occurs, and (iv) the full-year LTI award for any completed performance year unpaid as of the date of termination. In addition, except in the event of a termination by the Company for cause, disability, or death (each as defined in the Bratcher Employment Agreement), all of Mr. Bratcher’s unvested RSUs would have continued to vest on their scheduled vesting dates (see “—Restricted Stock Unit Awards” for a description of the treatment of Mr. Bratcher's unvested RSUs upon death or disability). Payment of any of the foregoing benefits was conditioned upon Mr. Bratcher signing and not rescinding a release in favor of the Company. Pursuant to the Bratcher Employment Agreement, upon a termination for disability or death, Mr. Bratcher or his estate would have also received a prorated STI award based on actual performance for the performance year in which the termination occurs, one year of base salary continuation, and, in the case of termination due to disability, subject to Mr. Bratcher signing and not rescinding a release in favor of the Company. Executive Severance Plan. During 2024, each of our executive officers participated in the Severance Plan, other than Mr. Bratcher. Pursuant to the Severance Plan, upon a termination by the Company without cause or a termination by the Severance Plan participant for good reason (each as defined in the Severance Plan), 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; plus •A prorated annual STI award based on the Company’s 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 the Company (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 Executive Severance Plan while he is serving as our Interim President and Chief Executive Officer. Restricted Stock Unit Awards. The treatment of RSUs under various termination scenarios under RSU awards agreements is as follows: •Change in Control. Commencing with RSUs granted in 2023, RSU awards include a “double trigger” change in control provision, which means that that unvested RSUs will accelerate and vest only if there is a change in control (as defined in the 2014 Equity Incentive Plan, as amended (the “2014 Plan”)) and the executive officer’s employment is terminated without cause or for good reason (as defined in the applicable RSU award agreement) within 18 months following the change in control. Unvested RSUs granted prior to 2023 vest upon a change in control. •Retirement. Upon retirement, unvested RSUs will continue to vest on their scheduled vesting dates. Commencing with RSUs granted in 2023, the definition of retirement required the executive officer to be at least age 60 with at least five years of service with us. For RSUs granted prior to 2023, the definition of retirement required the executive officer to be at least age 65. •Death or disability. Upon any executive officer’s death or disability (as defined in the 2014 Plan), any unvested RSUs will immediately vest. Under the RSU award agreements, upon termination of employment or separation from service for any other reason, any RSUs that have not previously vested are forfeited. In addition to the provisions in the RSU award agreements, the Bratcher Employment Agreement provided for the treatment of RSUs upon termination in certain circumstances, as described under “—Bratcher Employment Agreement” and the Bratcher Transition Agreement provides for continued vesting of his RSUs, as described under “Compensation Tables—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards—Mr. Bratcher’s Employment Agreement and Transition Agreement.” Short-Term Incentive Plan. Under the terms of the STI Plan for 2024, if a change in control (as defined in the STI Plan) occurs during a performance year, each executive officer will receive his or her full target STI award, without regard to actual performance. Beginning January 1, 2025, the STI Plan has a “double trigger” change in control provision. Under this provision, in the event of a change in control (as defined in the STI Plan) and a participant’s termination of employment without cause (as defined in the STI Plan) following the change in control, 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.
Potential Payments on Termination or Change in Control
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). In addition to the provisions in the STI Plan, the Bratcher Employment Agreement provided for the treatment of STI awards upon termination in certain circumstances, as described under “—Bratcher Employment Agreement.” Post Termination and Change-in-Control Benefits as of December 31, 2024. The following table sets forth estimated amounts that our named executive officers (other than Mr. Bratcher and Mr. Landherr) 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, 2024. Amounts shown are based on a price of $39.37 per share, the closing market price of our common stock on December 31, 2024, and do not include potential payments for dividend equivalents. Mr. Bratcher’s employment with us ended on December 31, 2024, and he was entitled to severance benefits as a termination without cause. Mr. Bratcher is entitled to payments and benefits under the Bratcher Transition Agreement and cash out of unused vacation with an estimated value of $2,263,069. Mr. Landherr’s employment with us ended on May 31, 2024, and he is entitled to payments and benefits under the Landherr Transition Agreement and cash out of unused vacation with an estimated value of $674,583.
Potential Payments on Termination or Change in Control
| Name | Termination Without Cause or for Good Reason(1) ($) | Change in Control(2) ($) | Change in Control and Termination Without Cause or for Good Reason(3) ($) | Death or Disability(4) ($) | | Brandon M. Gall | 494,046 | 792,836 | 1,178,296 | 1,182,990 | | Erika Lapish | 324,245 | 248,316 | 641,173 | 407,165 | | Amel Pasagic | 436,142 | 303,366 | 788,819 | 443,542 |
Potential Payments on Termination or Change in Control
(1)Amounts represents 1x base salary plus, 2024 STI award (in this case, no STI awards were paid for 2024, so no amounts are included), plus certain COBRA premium payments for 6 months. (2)Amounts represent vesting of outstanding RSUs granted prior to 2023 as well as 2024 STI award at target. Amounts payable in the event of a change in control may be subject to reduction under Sections 280G and 4999 of the Internal Revenue Code. (3)Amounts represent amounts listed under “Termination Without Cause or for Good Reason” column plus vesting of outstanding RSUs granted in 2023 and 2024. Amounts listed in this column are in addition to amounts that would be payable based solely on a change in control, as disclosed in the “Change in Control” column of this table. Amounts payable in the event of a change in control may be subject to reduction under Sections 280G and 4999 of the Internal Revenue Code. (4)Amounts represent vesting of outstanding RSUs and 2024 STI award (in this case, no STI awards were paid for 2024, so no amounts are included).
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 Mr. Bratcher, our Chief Executive Officer and President during 2024. As of December 31, 2022, we had approximately 626 U.S. employees and 64 employees in the United Kingdom (including Northern Ireland). We used total cash compensation, consisting of base pay, annual incentive compensation, and Company contributions to retirement plans for the 12-month period from January 1, 2022 through December 31, 2022 to identify our median employee. We did not annualize compensation for permanent employees who did not work for the entire measurement period. Our median employee remains unchanged from 2022 as there has been no change in our employee population, employee compensation arrangements or our median employee’s circumstances that we reasonably believe would result in a significant change to our 2024 pay ratio disclosure. Our median employee’s compensation for 2024, calculated using the same methodology as the Summary Compensation Table in this proxy statement, was $96,898. Our Chief Executive Officer’s compensation for 2024, as reported in the Summary Compensation Table, was $1,669,326. Therefore, we estimate that our CEO to median employee pay ratio is 17:1.
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 Company financial performance metrics. The table below reflects CAP to our chief executive officer (“CEO”) and average CAP to our other named executive officers (the “Other NEOs”) during 2020 through 2024. In addition, the table compares our total shareholder return (“TSR”) against the TSR for the Russell 2000 – Consumer Staples Index. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Compensation Discussion and Analysis.”
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for CEO(1) | | | Compensation Actually Paid to CEO(2) | | | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs(4) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income (millions)(7) | Adjusted Operating Income (millions)(8) | | | Griffin (First CEO) | Colo (Second CEO) | Bratcher (Third CEO) | Griffin (First CEO) | Colo (Second CEO) | Bratcher (Third CEO) | | | TSR(5) | Russell 2000 – Consumer Staples Index TSR(6) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | N/A | N/A | 1,669,326 | N/A | N/A | 296,388 | 1,084,333 | 170,808 | 84.42 | 153.88 | 34.47 | 170.69 | | 2023 | N/A | 4,709,865 | N/A | N/A | 4,318,377 | N/A | 1,409,103 | 1,298,732 | 209.85 | 128.73 | 107.13 | 180.30 | | 2022 | N/A | 4,069,977 | N/A | N/A | 5,284,166 | N/A | 1,345,585 | 1,371,973 | 225.52 | 116.57 | 108.87 | 148.97 | | 2021 | N/A | 3,373,695 | N/A | N/A | 4,038,070 | N/A | 1,139,922 | 1,441,624 | 179.30 | 135.66 | 90.82 | 126.36 | | 2020 | 1,194,892 | 1,859,171 | N/A | 1,075,003 | 2,026,211 | N/A | 826,587 | 818,709 | 98.58 | 123.23 | 40.35 | 54.24 |
Pay Versus Performance Table
(1)Amounts represent the compensation reported in the “Total” column of the Summary Compensation Table for Augustus C. Griffin, Mr. Colo, and Mr. Bratcher for the years in which they served as CEO. Our CEO (i) for 2020 was Mr. Griffin (from January to May 2020) and Mr. Colo (from May 2020 to December 2020), (ii) for 2021, 2022, and 2023 was Mr. Colo, and (iii) for 2024 was Mr. Bratcher. (2)Amounts represent the amount of CAP to the CEO, calculated in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. In accordance with SEC rules, the following adjustments were made to Mr. Bratcher’s compensation for 2024 to determine his CAP.
Pay Versus Performance Table
| Year | Summary Compensation Table Total ($) | Minus: | Plus: | Compensation Actually Paid ($) | | | | Summary Compensation Table Stock Awards ($) | Equity Awards Adjustments(A) ($) | | | 2024 | 1,669,326 | 1,000,037 | (372,901) | 296,388 |
Pay Versus Performance Table
(A)The equity award adjustments are shown in the following table.
Pay Versus Performance Table
| Year | Year-End Fair Value of Equity Awards That Were Granted in the Applicable Year That Remained Outstanding and Unvested ($) | 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 ($) | Total Equity Awards Adjustments ($) | | 2024 | 463,739 | (65,679) | 0 | (770,961) | (372,901) |
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 2024 were Mr. Gall, Ms. Lapish, Mr. Pasagic, and Mr. Landherr; (ii) for 2023 were Mr. Bratcher, Mr. Gall, Mr. Landherr, and Mr. Pasagic; (iii) for 2022 were Mr. Gall, Mr. Bratcher, David E. Dykstra, Stephen J. Glaser, Ms. Lapish, and Mr. Pasagic; (iv) for 2021 were Mr. Gall, Mr. Bratcher, Mr. Dykstra, and Mr. Glaser; and (v) for 2020 were Mr. Gall, David E. Rindom, 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 2024 to determine CAP, using the same methodology described in footnote 2 above.
Pay Versus Performance Table
| Year | Average Reported Summary Compensation Table Total for Other NEOs ($) | Minus: | Plus: | Average Compensation Actually Paid to Other NEOs ($) | | | | Average Reported Summary Compensation Table Stock Awards for Other NEOs ($) | Average Equity Adjustments for Other NEOs(A) ($) | | | 2024 | 1,084,333 | 581,226 | (332,300) | 170,808 |
Pay Versus Performance Table
(A) The equity award adjustments are shown in the following table.
Pay Versus Performance Table
| Year | 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 ($) | | 2024 | 20,472 | (27,243) | (53,890) | (456,638) | (332,300) |
Pay Versus Performance Table
(5) The reported TSR is calculated based on a fixed investment of $100 made on December 31, 2019 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, 2024. (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.” Adjusted Operating Income for 2024 was calculated by adjusting our 2024 operating income of $74.4 million for goodwill impairment charges of $73.8 million, the change in fair value of contingent consideration related to our acquisition of Penelope Bourbon LLC of $16.1 million, executive transition costs of $4.1 million, costs associated with unusual items associated with special projects of $2.1 million, impairment of long-lives assets and other charges in connection with the closure of our Atchison, Kansas distillery of $0.1 million, and business acquisition costs of $0.1 million. 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.
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 $75,000, payable quarterly; •Annual equity award of our common stock, valued at $90,000, paid once per year, which vests immediately on grant; •Annual cash retainers for Board committee chairs ($15,000 for the chair of the Audit Committee, $10,000 for the chair of the Human Resources and Compensation Committee, and $8,000 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. No changes were made in 2024 to the amount of non-employee director compensation. In connection with joining the Board of Directors, Mr. Lopez and Mr. Roper each received an initial equity award in the form of RSUs on April 14, 2025 valued at $90,000, which will vest on the second anniversary of the 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 $5,000 for board of director education programs and memberships in board of director-related organizations through December 31, 2025. Non-employee directors may elect to have their cash compensation paid in the form of our common stock, which vests immediately on grant. In addition, non-employee directors who own more than ten times their ownership requirement under our stock ownership guidelines may elect to receive their annual equity award in cash (see “—Stock Ownership Guidelines” for information about the stock ownership requirements for our non-employee directors and “Principal Stockholders” for information about the stock ownership of our non-employee directors). Mr. Lux, Ms. Mingus, and Ms. Seaberg each own more than ten times their stock ownership requirement and elected to receive their annual equity award in cash for 2024. Non-employee director compensation is prorated based on the relevant dates of service. Executive officers do not receive any additional compensation for serving as a member of our Board. The following table shows compensation earned by or paid to our non-employee directors for 2024.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Neha J. Clark | 90,033 | 89,967 | 180,000 | | Thomas A. Gerke | 85,033 | 89,967 | 175,000 | | Donn Lux | 165,000 | — | 165,000 | | Lori L.S. Mingus | 165,000 | — | 165,000 | | Preet H. Michelson | 75,033 | 89,967 | 165,000 | | Kevin Rauckman | 83,033 | 89,967 | 173,000 | | Karen L. Seaberg | 235,000 | — | 235,000 | | Todd B. Siwak | 75,033 | 89,967 | 165,000 |
DIRECTOR COMPENSATION
(1)Mr. Gerke, Ms. Michelson, and Mr. Siwak each elected to receive the following amounts of their cash compensation in shares of common stock: $84,795, $74,783, and $74,783, 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.