Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Julie Francis | $398,077 | $100,000 | $2,300,008 | $1,655,571 | $384,164 | $0 | $142,713 | $4,980,533 |
| President and Chief Executive Officer | ||||||||
| Brandon Gall | 535,096 | 100,000 | 1,128,738 | 0 | 409,658 | 0 | 32,501 | 2,205,993 |
| Chief Financial Officer and Treasurer | ||||||||
| Amel Pasagic | 448,334 | 0 | 351,890 | 0 | 0 | 0 | 32,661 | 832,885 |
| Former Chief Commercial Officer | ||||||||
| Erika Lapish | 345,276 | 0 | 271,021 | 0 | 0 | 0 | 32,522 | 648,819 |
| Former Chief Human Resources Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Julie Francis | $4,980,533 | — | — | — |
| Brandon Gall | 2,205,993 | — | — | — |
| Amel Pasagic | 832,885 | — | — | — |
| Erika Lapish | 648,819 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Erika Lapish | RSU | 6,467 | — | $157,148 |
| Julie Francis | RSU | 61,762 | — | 1,500,817 |
| Julie Francis | RSU | 20,587 | — | 500,264 |
| Erika Lapish | RSU | 2,156 | — | 52,391 |
| Brandon Gall | RSU | 14,407 | — | 350,090 |
| Brandon Gall | RSU | 13,335 | — | 324,041 |
| Amel Pasagic | RSU | 3,691 | — | 89,691 |
| Amel Pasagic | RSU | 8,397 | — | 204,047 |
| Brandon Gall | RSU | 7,303 | — | 177,463 |
| Brandon Gall | RSU | 6,426 | — | 156,152 |
| Brandon Gall | RSU | 4,802 | — | 116,689 |
| Amel Pasagic | RSU | 3,512 | — | 85,342 |
| Erika Lapish | RSU | 3,395 | — | 82,499 |
| Erika Lapish | RSU | 3,104 | — | 75,427 |
| Julie Francis | Option | 138,310 | 28.54 | — |
| Amel Pasagic | RSU | 2,799 | — | 68,016 |
The compensation program aims to align compensation with business objectives and stockholders' interests, reward performance, and be externally competitive and internally equitable. The philosophy balances salary and benefits with incentive and equity compensation to align executive interests with those of stockholders.
| CEO STI target (% of salary) | NaN% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | The Company has adopted a compensation clawback policy that complies with SEC and Nasdaq rules for Section 16 officers, providing for mandatory recovery of erroneously awarded incentive-based compensation in the event of an accounting restatement. |
| Anti-hedging | The insider trading policy prohibits directors, officers, employees, and other covered persons from entering into any hedging or monetization transactions or otherwise trading in any instrument relating to the future price of the Company's securities. |
| Anti-pledging | The Company prohibits pledging shares of common stock as collateral by directors, officers, employees, and other covered persons. As of the date of the Proxy Statement, no directors or executive officers had shares pledged. |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-13 | 17,446,226 | 414,784 | 10,079 | 97.68% | Passed |
| 2025 | 2025-05-20 | 16,484,470 | 171,186 | 44,089 | 98.97% | Passed |
| 2024 | 2024-05-23 | 18,166,995 | 404,807 | 41,314 | 97.82% | Passed |
| 2023 | 2023-05-25 | 16,161,655 | 710,275 | 9,543 | 95.79% | Passed |
| 2022 | 2022-05-26 | 18,477,595 | 196,220 | 11,409 | 98.95% | Passed |
| 2021 | 2021-06-17 | 17,995,269 | 1,156,332 | 29,837 | 93.96% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-13 | 97.68%a |
| 2025 | 2025-05-20 | 98.97%b |
| 2024 | 2024-05-23 | 97.82%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 70 : 1 |
|---|---|
| CEO total compensation | $5,961,923 |
| Median employee compensation | $85,345 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Martin RoperIndependent · Board Chair · Audit · Human Resources and Compensation · Nominating and Governance · Newly elected | $101,339 | $194,986 | — | — | — | $296,325 |
| Jennifer LowryIndependent · Audit (Chair) · Newly elected | 61,549 | 194,976 | — | — | — | 256,525 |
| Gerardo I. LopezIndependent · Audit · Human Resources and Compensation · Nominating and Governance · Newly elected | 58,639 | 194,986 | — | — | — | 253,625 |
| Donn LuxNot independent | 212,300 | — | — | — | — | 212,300 |
| Thomas A. GerkeIndependent · Human Resources and Compensation (Chair) | 91,258 | 104,992 | — | — | — | 196,250 |
| Todd B. SiwakIndependent · Nominating and Governance (Chair) | 85,888 | 104,992 | — | — | — | 190,880 |
| Kevin RauckmanIndependent · Audit · Human Resources and Compensation · Nominating and Governance · Not standing for re-election | 83,128 | 104,992 | — | — | — | 188,120 |
| Lori L.S. MingusIndependent · Human Resources and Compensation · Nominating and Governance | 185,000 | — | — | — | — | 185,000 |
| Karen L. SeabergNot independent · Departed during FY | 179,125 | — | — | — | — | 179,125 |
| Preet H. MichelsonIndependent · Departed during FY | 37,500 | — | — | — | — | 37,500 |
| Neha J. ClarkIndependent · Departed during FY | 34,650 | — | — | — | — | 34,650 |
| Annual cash retainer | $85,000 |
|---|---|
| Annual equity retainer | $105,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 17,500 / 12,500 / 10,500 |
| Stock ownership guideline | 3x annual cash retainer |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $1,130,376 |
| Equity awards (grant-date value) | $899,924 |
| All other compensation | $0 |
| Total cost of the board | $2,030,300 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies MGP Ingredients names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including MGP Ingredients.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | MGP Ingredients | 2025 | Julie Francis | $398,077 | $2,300,008 | $1,655,571 | $384,164 | $4,980,533 |
| — | Hostess Brands, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| MGP Ingredients | 95%% | PSUs 75 · RSUs 25 | No | FW Cook |
| Hostess Brands, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Julie Francis | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Summary Compensation Table” · page 31. As printed: 4,980,533. Filing ↗machine: r2 · c48 · span 440917–440926 |
| 2 | Section 01, Brandon Gall | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Summary Compensation Table” · page 31. As printed: 2,205,993. Filing ↗machine: r3 · c48 · span 444529–444538 |
| 3 | Section 01, Amel Pasagic | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Summary Compensation Table” · page 31. As printed: 832,885. Filing ↗machine: r9 · c48 · span 464313–464320 |
| 4 | Section 01, Erika Lapish | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Summary Compensation Table” · page 31. As printed: 648,819. Filing ↗machine: r6 · c48 · span 454409–454416 |
| 5 | Section 07, pay ratio | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “CEO Pay Ratio”. As printed: 70 : 1. Filing ↗ |
| 6 | Section 08, Martin Roper | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 296,325. Filing ↗ |
| 7 | Section 08, Jennifer Lowry | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 256,525. Filing ↗ |
| 8 | Section 08, Gerardo I. Lopez | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 253,625. Filing ↗ |
| 9 | Section 08, Donn Lux | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 212,300. Filing ↗ |
| 10 | Section 08, Thomas A. Gerke | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 196,250. Filing ↗ |
| 11 | Section 08, Todd B. Siwak | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 190,880. Filing ↗ |
| 12 | Section 08, Kevin Rauckman | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 188,120. Filing ↗ |
| 13 | Section 08, Lori L.S. Mingus | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 185,000. Filing ↗ |
| 14 | Section 08, Karen L. Seaberg | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 179,125. Filing ↗ |
| 15 | Section 08, Preet H. Michelson | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 37,500. Filing ↗ |
| 16 | Section 08, Neha J. Clark | DEF 14A | 2026-04-09 | 0000835011-26-000058 | Section “Director Compensation”. As printed: 34,650. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-05-14 | 0000835011-26-000074 | Item 5.07 · say-on-pay result. As reported: 97.68%. Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-05-27 | 0001628280-25-027903 | Item 5.07 · say-on-pay result. As reported: 98.97%. Filing ↗ |
| 19 | Section 06, 2024 vote | Form 8-K | 2024-05-28 | 0001628280-24-025466 | Item 5.07 · say-on-pay result. As reported: 97.82%. Filing ↗ |
| 20 | Section 09b board cost (computed) | Computed | — | computed | Cash 1,130,376 + equity 899,924 + all other 0 = 2,030,300, summed across the director compensation table rows.machine: formula: Σ = 2,030,300 |
| 21 | MGP Ingredients (subject), Section 10b CEO total | DEF 14A | 2026-04-09 | 0000835011-26-000058 | CEO total compensation as printed in MGP Ingredients's own proxy. As printed: 4,980,533. Filing ↗machine: r2 · c48 · span 440917–440926 |