mgpi-20260409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

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

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

MGP Ingredients, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND

PROXY STATEMENT

MGP INGREDIENTS, INC.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

We are pleased to invite you to participate in the 2026 Annual Meeting of Stockholders of MGP Ingredients, Inc. This meeting will be held via live webcast at www.virtualshareholdermeeting.com/MGPI2026 on May 13, 2026, beginning at 10:00 a.m., Central Time.

At this meeting, our stockholders will be asked to:

1. Elect directors;

2. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026;

3. Approve, on an advisory basis, the compensation of our named executive officers;

4. Approve the MGP Ingredients, Inc. Amended and Restated 2024 Equity Incentive Plan; and

5. Consider any other business as may properly come before the meeting and any postponements or adjournments of the meeting.

Only stockholders of record (or their proxy holders) as of the close of business on March 16, 2026 may vote at the meeting or any postponements or adjournments of the meeting.

Your vote is important. Please review the instructions on each of your voting options described in this proxy statement and in your proxy materials. Whether or not you plan to participate in our annual meeting, we hope you will vote as soon as possible.

By Order of the Board of Directors,

Martin Roper

Chairman of the Board

April 9, 2026

Table of Contents


		Page
Notice of 2025 Annual Meeting of Stockholders		1
Annual Meeting Information		3
Proposal 1 - Elect Directors		6
	Board Nominees for Election	7
Corporate Governance		16
	Board Role, Independence, Board and Committee Meetings, and Attendance	16
	Board Leadership Structure	16
	Board Role in Risk Oversight	17
	Board Committees and Audit Committee Report	17
	Director Nomination Process	19
	Board and Committee Evaluation Process	20
	Service on other Boards of Directors	20
	Compensation Committee Interlocks and Insider Participation	20
	Communication with Directors	20
Proposal 2 - Ratify the Appointment of KPMG LLC as our Independent Registered Public Accounting Firm for 2025		21
	Audit Matters	21
Proposal 3 – Say on Pay		22
Compensation Discussion and Analysis		23
	Compensation Overview	23
	Objectives of our Compensation Program	23
	CEO Succession and Other Leadership Changes	23
	Components of our Compensation Program	23
	Consideration of Say-On-Pay Results	24
	How We Determine Compensation	24
	Elements of Compensation	25
	E xecutive Compensation Decisions for 2026	28
	Stock Ownership Guidelines	29
	Insider Trading Policy and Prohibition on Hedging, Pledging, and Short Sales	29
	E quity Grant T im ing Policy	29
	Compensation Clawback	29
	Human Resources and Compensation Committee Report	29
Compensation Tables		31
	Summary Compensation Table	31
	Grants of Plan-Based Awards	32
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards	33
	Outstanding Equity Awards on December 31, 2025	33
	Option Exercises and Stock Vested	35
	Non-Qualified Deferred Compensation	35
	Potential Payments on Termination or Change in Control	35
	Equity Compensation Plan Information	37
Chief Executive Pay Ratio		38
Pay versus Performance		39
Director Compensation		43
P roposal 4 - Approve the MGP Ingredients, Inc. Amended and Restated 2024 Equity Incentive Plan		45
Principal Stockholders		52
Additional Matters		54

ANNUAL MEETING INFORMATION

About your Proxy Materials

We are providing this proxy statement (this “Proxy Statement”) to you in connection with the solicitation by the Board of Directors of MGP Ingredients, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on May 13, 2026 (including any adjournment or postponement thereof, the “Annual Meeting”). References in this Proxy Statement to “MGP,” the “Company,” “we,” “our,” “ours,” “us,” and similar terms refer to MGP Ingredients, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.

Our proxy materials include the Notice of 2026 Annual Meeting of Stockholders, this Proxy Statement, and our Annual Report on Form 10-K for the year ended December 31, 2025. The proxy materials also include the proxy card or voting instruction form for the Annual Meeting. The Notice of 2026 Annual Meeting of Stockholders, this Proxy Statement, and our form of proxy card are first being distributed or made available to stockholders on or about April 9, 2026.

Our principal executive offices are located at Cray Business Plaza, 100 Commercial Street, P.O. Box 130, Atchison, Kansas 66002 and our telephone number is (913) 367-1480.

Important Notice Regarding the Availability of Proxy Materials: The Notice of 2026 Annual Meeting of Stockholders, this Proxy Statement, and our Annual Report on Form 10-K for the year ended December 31, 2025 are available at www.proxyvote.com (with your control number) and www.mgpingredients.com.

Attending the Annual Meeting

As in recent years, we are conducting this year’s Annual Meeting entirely online. To attend, vote, and submit questions during the Annual Meeting, login at www.virtualshareholdermeeting.com/MGPI2026. You will need your unique 16-digit control number, which is included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are in “street name,” you will need to contact your broker, bank, or other organization that holds your shares as soon as possible so that you can be provided with a control number.

The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m., Central Time. Online access to the webcast will open approximately 15 minutes prior to the start of the meeting to allow time for stockholders to log in and test the audio system. We encourage you to log in prior to the meeting start time. Beginning 15 minutes prior to the start of and during the online Annual Meeting, there will be a support team ready to assist stockholders with any technical difficulties they might have accessing or hearing the audio webcast of the meeting. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

If you are unable to attend the online meeting, a replay of the meeting will be posted on the Investor Relations section of our website at ir.mgpingredients.com for at least 30 days after the meeting concludes.

How to Ask Questions at the Annual Meeting

We expect that all of our directors, as well as representatives of KPMG LLP, will attend the Annual Meeting. Management will provide our stockholders the opportunity to ask questions after the conclusion of the formal business of the meeting, and representatives of KPMG will also be available to answer questions. Instructions for submitting questions as well as the Rules of Conduct governing the live question-and-answer session will be posted on www.virtualshareholdermeeting.com/MGPI2026 during the Annual Meeting and may include certain procedural requirements, such as limiting repetitive or follow-up questions, so that more stockholders will have time to ask questions.

Voting Matters

Each outstanding share of our common stock and preferred stock is entitled to one vote. Our common stockholders and preferred stockholders each vote separately as a class with respect to each matter on which the class is authorized to vote. The record date for the Annual Meeting is March 16, 2026. Only “stockholders of record” at the close of business on the record date are entitled to vote at the Annual Meeting. As of the close of business on the record date, there were 21,369,125 shares of our common stock outstanding and 437 shares of our preferred stock outstanding.

Stockholders of Record. If your shares are registered directly in your own name with us or our transfer agent, Equiniti Trust Company, LLC, you are the stockholder of record with respect to those shares.

Beneficial Owners of Shares. If your shares are held in a brokerage account or by a broker, bank, or similar organization (the “record holder”), then you are the “beneficial owner” of shares held in “street name” and proxy materials were forwarded to you by that organization. As a beneficial owner, you have the right to instruct that organization on how to vote your shares by using the voting instruction form or other procedures provided by the organization.

How You Can Vote. There are four ways for our common stockholders of record to vote:

•Online Prior to the Annual Meeting. You may vote online by proxy prior to the Annual Meeting by visiting www.proxyvote.com and entering the control number found on your proxy card or on the instructions that accompanied your proxy materials.

•Telephone Voting Prior to the Annual Meeting. If you requested printed copies of the proxy materials by mail, you may vote by proxy prior to the Annual Meeting by calling the toll-free number found on the proxy card.

•Voting By Mail Prior to the Annual Meeting. If you requested printed copies of the proxy materials by mail, you may vote prior to the Annual Meeting by proxy by filling out, dating, and signing the proxy card and returning it in the envelope provided.

•Online During the Annual Meeting. You may vote online during the Annual Meeting at www.virtualshareholdermeeting.com/MGPI2026. You will need the control number found on your proxy card or on the instructions that accompanied your proxy materials.

If you are a beneficial owner, you will receive instructions from the holder of record (the broker, bank, or other organization that holds your shares) that you must follow in order for your shares to be voted. If you are a preferred stockholder, you will receive instructions from the Company on how to vote your shares.

Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance to ensure that your vote will be represented at the Annual Meeting in case your plans change.

How You May Revoke or Change Your Vote. If you are a common stockholder of record, you may revoke your proxy or change your vote at any time before the taking of the vote at the Annual Meeting:

•Online Prior to the Annual Meeting. You may change your vote using the online voting method described above, in which case only your latest online proxy submitted prior to the Annual Meeting will be counted.

•Telephone Voting. You may change your vote using the telephone voting method described above, in which case only your latest proxy submitted prior to the Annual Meeting will be counted.

•Voting By Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card dated as of a later date, in which case only your latest proxy card received prior to the Annual Meeting will be counted.

•Online During the Annual Meeting. You change your vote by attending the Annual Meeting by going to www.virtualshareholdermeeting.com/MGPI2026. You will need the control number found on your your proxy card or on the instructions that accompanied your proxy materials.

If you are a beneficial owner, you will receive instructions from the holder of record (the broker, bank, or other organization that holds your shares) that you must follow in order to revoke or change your vote. If you are a preferred stockholder, you will receive instructions from the Company on how to revoke or change your vote.

Uninstructed Shares. If you are a stockholder of record and either (1) sign and return a proxy card without giving specific voting instructions or (2) indicate when voting online or by phone you wish to vote as recommended by the Board, then the persons named as proxy holders, Brandon M. Gall and Kathleen S. Molamphy, each officers of MGP, will vote your shares at the Annual Meeting consistent with the Board’s recommendations as presented in this Proxy Statement. The proxy holders also may vote your shares to adjourn the Annual Meeting. If any other matters are properly presented at the Annual Meeting for consideration, the proxy holders will have the discretion to vote for you on those matters. As of the date of this Proxy Statement, we do not know of any other matter to be presented at the Annual Meeting.

If you are a beneficial owner and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally only vote on “routine” matters but cannot vote on “non-routine” matters. The only routine matter on the agenda for the Annual Meeting is the proposal related to the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026. If the organization that holds your shares does

not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is often referred to as a “broker non-vote.”

Quorum Requirement. A quorum is required for stockholders to approve proposals at the Annual Meeting. A quorum exists if the holders of a majority of the shares of each class of our stock outstanding and entitled to vote are present in person (via webcast) or by proxy at the Annual Meeting. Proxies received but marked as abstentions or treated as broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting. If a quorum is not present at the scheduled time of the meeting, the stockholders who are represented may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given.

Votes Required for Election of Directors and Approval of Proposals

Proposal 1 – Elect Directors. Election of Group A directors is determined by a majority of votes cast of our common stock, meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee. However, in the case of a contested election of Group A directors, our Bylaws provide for a plurality voting standard as an exception to this majority voting standard. In the event of an uncontested election of Group A directors, if any incumbent director nominee fails to receive a majority of the votes cast in favor of his or her election, our Corporate Governance Guidelines require that such person must promptly tender his or her resignation to our Board of Directors, subject to acceptance by our Board. The Nominating and Governance Committee will make a recommendation to our Board as to whether to accept the tendered resignation, and our Board will act upon such resignation within 90 days from the date the election results are certified and then publicly disclose its determination. The director who tenders his or her resignation will not participate in the recommendation or decision with respect to his or her resignation. Because the election of directors at the Annual Meeting is uncontested, the majority voting standard described above applies to the election of Group A directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the election of Group A directors. Holders of our common stock are entitled to vote on the election of Group A directors only and are not entitled to vote on the election of Group B directors.

Election of Group B directors is determined by a plurality vote of our preferred stock, meaning the nominees who receive the highest number of votes will be elected until all seats are filled. Abstentions, withheld votes, and broker non-votes will have no effect on the election of Group B directors. Holders of our preferred stock are entitled to vote on the election of the Group B directors only and are not entitled to vote on the election of Group A directors.

Proposal 2 – Ratify the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm. This proposal requires the affirmative vote of a majority of the shares of our common stock and preferred stock that are entitled to vote and that are present in person (via webcast) or by proxy at the Annual Meeting, each class voting separately. Abstentions will have the same effect as a vote against the proposal. Because ratification of the independent registered public accounting firm is considered a routine matter, broker discretionary voting is allowed.

Proposal 3 – Approve, on an Advisory Basis, the Compensation of our Named Executive Officers. Approval of the compensation of our named executive officers (commonly referred to as “Say-on-Pay”) requires the affirmative vote of a majority of the shares of our common stock and preferred stock that are entitled to vote and that are present in person (via webcast) or by proxy at the Annual Meeting, each class voting separately. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of the vote on this proposal.

Proposal 4 – Approve the MGP Ingredients, Inc. Amended and Restated 2024 Equity Incentive Plan. This proposal requires the affirmative vote of a majority of the shares of our common stock and preferred stock that are entitled to vote and that are present in person (via webcast) or by proxy at the Annual Meeting, each class voting separately. Abstentions will have the same effect as voting against the proposal. Broker non-votes will have no effect on the outcome of the vote this proposal.

All Other Proposals. All other proposals require the affirmative vote of holders of a majority of shares of our common stock and preferred stock that are entitled to vote and that are present in person (via webcast) or by proxy at the Annual Meeting, each class voting separately. Abstentions will have the same effect as a vote against the proposal. Brokers may vote on routine matters but cannot vote on non-routine matters.

PROPOSAL 1 – ELECT DIRECTORS

Our Board of Directors, upon the recommendation of its Nominating and Governance Committee, has nominated Julie M. Francis, Thomas A. Gerke, Donn Lux, and Todd B. Siwak for election as Group A directors and has nominated Gerardo I. Lopez, Jennifer Lowry, Lori L.S. Mingus, Mercedes Romero, and Martin Roper for election as Group B directors. All directors have been nominated to hold office for 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.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF

EACH OF THE DIRECTOR NOMINEES

Each nominee is an incumbent director and was previously elected as a director at a meeting of our stockholders other than Ms. Francis and Ms. Romero who are standing for election for the first time at the Annual Meeting. Ms. Francis was elected to the Board as a Group B director on December 14, 2025 by the holders of our preferred stock acting by written consent, and she has been nominated by our Board for election to serve as a Group A director. Ms. Romero was identified as a potential candidate by a third-party search firm retained by us to assist with the identification of director candidates. The search firm identified and recommended candidates and assisted the majority holder of our preferred stock in the evaluation of potential candidates. The majority holder of our preferred stock selected Ms. Romero to stand for election as a Group B director.

Each nominee has consented to stand for election and indicated a willingness to serve. If any nominee declines to serve, is unable to serve, or becomes unavailable for any reason before the Annual Meeting, the proxy holders may vote for a substitute nominee at their discretion as recommended by our Board of Directors.

Kevin S. Rauckman is not standing for re-election as a Group A director. The Board wishes to thank Mr. Rauckman for his service and contributions to the Company and the Board.

Board Nominees for Election

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

Director Since: 2025

Principal Occupation:

President and Chief Executive Officer, MGP Ingredients, Inc.

Age: 54

Board Committees

•None

JULIE M. FRANCIS

Group B Director and Group A Director Nominee

Business Experience Highlights

•President and Chief Executive Officer, MGP Ingredients, Inc. (2025-present)

•Chief Operating Officer, Schwan’s Company, an affiliate of CJ CheilJedang Corporation and an international food company (2021-2024)

•President, Consumer Brands, Americas – Schwan’s Company (2018-2020)

•Senior Vice President, Commercial and Category Development – Total Beverage Alcohol, Constellation Brands (2017-2018)

•Chief Commercial Officer, Coca-Cola Refreshments USA, The Coca-Cola Company (2010-2015)

•Vice President for Sales and Marketing, North America, Coca-Cola Enterprises (2008-2010)

•Various management, sales, and marketing roles (1995-2008)

Qualifications and Skills

•Extensive leadership and general management experience in the food and beverage industries

•Deep expertise in driving growth and value creation strategies, operations, supply chain, marketing, and sales

•Insights into our operations, management, and culture from her service as our President and Chief Executive Officer

Other Directorships and Experience

•Board Member, Ascend Wellness Holdings, Inc. (CSE: AAWH-U.CN, OTCQX:AAWH) (2024-present)

•Board Advisory Director, Nottingham Spirk (2016-2017)

Director Since: 2021

Principal Occupation:

Former General Counsel and Chief Administrative Officer, H&R Block, Inc.

Age: 69

Board Committees

•Audit

•Human Resources and Compensation (Chair)

•Nominating and Governance

THOMAS A. GERKE

Independent

Group A Director and Nominee

Business Experience Highlights

•General Counsel and Chief Administrative Officer, H&R Block Inc., a global consumer tax services provider (2012-2022)

•Senior Vice President (2022)

•Interim President and Chief Executive Officer (2017)

•Executive Vice President, General Counsel, and Secretary, YRC Worldwide (2011)

•Executive Vice Chairman, CenturyLink, Inc. (2009-2010)

•President and Chief Executive Officer, Embarq Corporation (2008-2009)

•Interim President and Chief Executive Officer (2007-2008)

•Executive Vice President, Wholesale Markets Group (2007)

•Executive Vice President, General Counsel – Law & External Affairs (2006-2007)

•Executive Vice President and General Counsel, Sprint Nextel (2003-2006)

•Various executive and legal roles (1994-2003)

•Corporate / M&A Lawyer, Smith Gill Fisher & Butts LLP (1985-1994)

Qualifications and Skills

•Extensive public company executive leadership and board of directors experience

•Established leader in legal, regulatory, and risk management

•Broad expertise in driving strategic change and human capital initiatives, M&A, business development, and human resources

•Audit Committee Financial Expert

Other Directorships

•Board Member, Consolidated Communications Holdings (Nasdaq: CNSL) (2013-2024)

•Board Member, Tallgrass Energy GP, LLC (general partner of Tallgrass Energy, LP (NYSE: TGE)) (2015-2020)

•Board Member, CenturyLink (NYSE: CTL) (2009-2010)

•Board Member, Embarq (NYSE: EQ) (2008-2009)

Gerardo I. Lopez - MGP 2025 Proxy Statement_headshot.jpg

Director Since: 2025

Principal Occupation:

Former Chief Executive Officer, Extended Stay America, Inc.

Age: 66

Board Committees

•Audit

•Human Resources and Compensation

•Nominating and Governance

GERARDO I. LOPEZ

Independent

Group B Director and Nominee

Business Experience Highlights

•Executive in Residence, SoftBank Investment Advisers, a venture capital company (2018-2022)

•Head of Operating Group (2019-2021)

•Chief Executive Officer, Extended Stay America, Inc. (2015-2018)

•Chief Executive Officer, AMC Entertainment Holdings, Inc. (2009-2015)

•President, Global Consumer Products, SBC and Foodservice, Starbucks

Coffee Company, Inc. (2004-2009)

•Area Vice President, Frito Lay, a division of PepsiCo (1991-1996)

•Sr. Marketing Manager (1986-1990), Pepsi-Cola North America, Inc.

•Unit Manager, Procter & Gamble (1984-1986)

Qualifications and Skills

•Experienced public company leader in the food and beverage industry and consumer sector

•Proven strategic partnership, organizational, risk management, and human capital leadership

•Experienced public company director in real estate, hospitality, manufacturing, and consumer products industries

•Audit Committee Financial Expert

Other Directorships

•Board Member, CBRE Group, Inc. (NYSE: CBRE) (2015-present)

•Board Member, Newell Brands Inc. (Nasdaq: NWL) (2018-present)

•Board Member, Realty Income Corporation (NYSE: O) (2018-present)

•Board Member, Brinker International, Inc. (NYSE: EAT) (2012-2018)

•Board Member, Extended Stay America, Inc. (Nasdaq: STAY) (2015-2018)

•Board Member, AMC Entertainment Holdings, Inc. (NYSE: AMC) (2007-2009)

Director Since: 2025

Principal Occupation:

Former Vice President of Risk, Treasury and Corporate Finance, McCormick & Company, Inc.

Age: 57

Board Committees

•Audit (Chair)

•Human Resources and Compensation

•Nominating and Governance

JENNIFER LOWRY

Independent

Group B Director and Nominee

Business Experience Highlights

•Vice President, Risk, Treasury, and Corporate Finance, McCormick & Company, Inc., an herb, spice, and flavor company (2019 – 2021)

•Vice President, Corporate Finance (2016 – 2019)

•Senior Vice President, Generation Company Strategy, Exelon Corporation (2013 – 2016)

•Vice President, Generation Company Strategy (2012 – 2013)

•Treasurer and Vice President, Constellation Energy (2011 – 2012)

•Assistant Treasurer (2008 – 2010)

•Vice President of Project Finance, Cogentrix Energy, Inc. (2006 – 2008)

•Director of Project Finance (2005 – 2006)

•Director of Corporate Finance, The AES Corporation (2001 – 2005)

•Project Director, AES Enterprise (1999 – 2000)

Qualifications and Skills

•Significant finance experience in complex, capital intensive industries and the food industry

•Expertise in M&A, growth strategy development, and enterprise risk management

•Experienced boardroom leader with extensive public company board of director experience

•Audit Committee Financial Expert

Other Directorships

•Board Member and Risk Committee Chair, Clearway Energy, Inc. (NYSE: CWEN) (2022 – Present)

•Board Member and Audit Committee Chair, MYR Group Inc. (Nasdaq: MYRG) (2018 – Present)

•Board Member and Audit Committee Chair, TPI Composites, Inc. (Nasdaq: TPIC) (2024 – 2025)

•Board Member, Electriq Power Holdings, Inc. (formerly NYSE: ELIQ) (2023 –2024)

Director Since: 2021

Principal Occupation:

Retired President and Chief Executive Officer of Luxco, Inc.

Age: 65

Board Committees

•None

DONN LUX

Group A Director and Nominee

Business Experience Highlights

•President and Chief Executive Officer, Luxco, Inc. a branded spirits company that we acquired in 2021 (1991-2021)

•Chairman (2010-2021)

•Chairman of the Board, MGP Ingredients, Inc. (2025)

Qualifications and Skills

•Proven branded spirits executive and operator with expertise in branded spirits portfolio expansion and innovation

•Deep operations, sales, marketing, and distribution expertise

•Extensive M&A, strategic planning, and business development experience

Other Experience

•Director, National Alcohol Beverage Control Association Industry Advisory Committee (2000-2015)

•Director, American Distilling Spirits Association (1995-2015)

•Board Member, St. Louis University Center for Entrepreneurship (2023-present)

•Board Member, St. Louis Legacy Ice Foundation (2017-present)

•Trustee, St. Louis Blues for Kids (2018-present)

•Board Member, Donn & Michele Lux Family Foundation (2021-present)

Director Since: 2020

Principal Occupation:

Principal and Owner, Torpa Design Co.

Age: 56

Board Committees

•Human Resources and Compensation

•Nominating and Governance

LORI L. S MINGUS

Independent

Group B Director and Nominee

Business Experience Highlights

•Principal and Owner, Torpa Design Co., a graphic, interior, and exterior design company (2005-present)

Qualifications and Skills

•Extensive community and civic leadership experience

•Branding and graphic design expertise

•Fourth generation of the founding Cray family to serve MGP, bringing institutional knowledge and a deep understanding of MGP’s heritage

Other Directorships and Civic Experience

•Trustee, Evah C. Cray Historical Museum (2017-present)

•Board Member, Atchison Amelia Earhart Foundation (2016-present)

•Board Member, Vice President, Cray Medical Research Organization, University of Kansas Medical Center (2016-present)

Martin Roper- MGP 2025 Proxy Statement_headshot.jpg

Chairman of the Board

Director Since: 2025

Principal Occupation:

Chief Executive Officer, The Vita Coco Company, Inc.

Age: 62

Board Committees

•Audit

•Human Resources and Compensation

•Nominating and Governance

MARTIN ROPER

Independent

Group B Director and Nominee

Business Experience Highlights

•Chief Executive Officer, The Vita Coco Company, Inc., a coconut water producer (2022-present)

•Co-Chief Executive Officer (2021-2022)

•President (2019-2020)

•President and Chief Executive Officer, The Boston Beer Company (2001-2018)

•President and Chief Operating Officer (1999-2001)

•Chief Operating Officer (1997-1999)

•Vice President, Manufacturing and Business Development (1994-1997)

•President, MEG Division, Steelworks, Inc. (1992-1994)

•Executive Vice President and General Manager, Blocksom & Co (1990-1992)

•Associate Consultant, The Boston Consulting Group (1986-1988)

Qualifications and Skills

•Seasoned public company food and beverage executive

•Extensive strategic leadership, M&A, and consumer brand innovation experience

•Deep expertise in operations, logistics, and cost savings programs

•Audit Committee Financial Expert

Other Directorships

•Board Member, The Vita Coco Company, Inc. (Nasdaq: COCO) (2021-present)

•Board Member, Fintech (2018-present)

•Board Member, Bio-Nutritional Research Group, Inc. (2019-2025)

•Board Member, LL Flooring Holdings, Inc. (NYSE: LL) (2006-2024)

•Board Member, Boston Beer Company (NYSE: SAM) (1999-2018)

Director Since: N/A

Principal Occupation:

Retired Chief Procurement Officer at Primo Water Corporation

Age: 59

Board Committees

•N/A

MERCEDES ROMERO

Independent

Group B Nominee

Business Experience Highlights

•Chief Procurement Officer, Primo Water Corporation, a water solutions company (2020-2025)

•Vice President, Sourcing and Supply Management, Ryder System, Inc. (2019-2020)

•Vice President, Procurement, Americas, Campari Group (2017-2019)

•Senior Director, Global Procurement, Teva Pharmaceutical Industries Ltd. (2016-2017)

•Vice President, Supply and Procurement, Venezuela and Chief Procurement Officer, Latin America, Diageo plc (2015-2016)

•Vice President, Global Procurement, Latin America (2013-2015)

•Vice President, Global Procurement, Starbucks Corporation (2012-2013)

•Director, Supply Chain Operations International (2011-2012)

•Director, Global Procurement Strategy and Supply Chain (2010-2011)

•Director, Global Strategic Sourcing International, The Clorox Company (2008-2010)

•Other supply chain roles (2003-2008)

Qualifications and Skills

•Seasoned public company executive and business leader with deep global supply chain and procurement experience, including in the spirits and food and beverage industries

•Extensive experience in transformational change strategies, value creation strategies, enterprise risk management, and commodity risk management

•Accomplished public company board member, with board committee leadership experience

Other Directorships

•Board Member, MarineMax, Inc. (NYSE: HZO) (2022-present)

•Board Member and Nominating and Governance Committee Chair, John B. Sanfilippo & Son, Inc. (Nasdaq: JBSS) (2021-present)

Director Since: 2022

Principal Occupation:

Managing Partner, Encore Management Group

Age: 63

Board Committees

•Audit

•Human Resources and Compensation

•Nominating and Governance (Chair)

TODD B. SIWAK

Independent

Group A Director and Nominee

Business Experience Highlights

•Managing Partner, Encore Management Group, a private equity fund focused on the consumer services sector (2022-present)

•President and Chief Business Officer, Ferrero North America, Ferrero International SpA (2021-2022)

•Chief Executive Officer, Ferrara Candy Company (2013-2021)

•Operating Partner, L Catterton Partners (2009-2013)

•Interim Chief Executive Officer, multiple portfolio companies (2009-2013)

•Founding Partner, Mindseye Group (2005-2007)

•President and Chief Executive Officer, TRG Accessories LLC (1999-2005)

Qualifications and Skills

•Proven food and beverage executive, with deep consumer product goods experience

•Extensive experience in M&A, strategic planning, capital expansion projects, and implementing growth strategies

•Expertise in developing brand portfolios, building high-performance teams, and driving value creation

Other Experience

•Board Member, Forest Park Forever (2022-present)

•Board Chair, Jewish Federation of St. Louis (2025-present)

CORPORATE GOVERNANCE

We have adopted many leading corporate governance practices, including the following:

•seven of our nine director nominees are independent and all chairs and members of the Audit, Human Resources and Compensation, and Nominating and Governance Committees are independent;

•our Chairman of the Board is an independent non-employee director, separate from our Chief Executive Officer;

•44% of our director nominees are female, 25% of the current Board leadership positions are held by females, 22% of our director nominees are ethnically diverse, our director nominees range in age from 54 to 69 (as of March 16, 2026), and our current directors have a wide array of skills, knowledge, and diverse backgrounds and perspectives;

•the average tenure of our director nominees is 2.6 years (as of the Annual Meeting);

•an independent compensation consultant is engaged to advise on compensation for our executive officers and directors;

•we have robust stock ownership requirements for our directors and executive officers; and

•all directors are elected annually for a one-year term.

Board Role, Independence, Board and Committee Meetings, and Attendance

Our Board’s primary responsibility is to provide effective governance over our affairs for the benefit of our stockholders.

Our Board has adopted Corporate Governance Guidelines, which are available on the Governance page of the Investor Relations section of our website at ir.mgpingredients.com/corporate-governance/governance-documents, along with our Board committee charters and Code of Conduct.

Our Board believes that a majority of the directors should be independent and has determined that all of our current directors and our director nominees, other than Ms. Francis and Mr. Lux, are independent. In determining the independence of directors, our Board found that none of the independent directors has any relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board applied the independence standards in the Nasdaq Stock Market, LLC (“Nasdaq”) listing rules.

Our Board meets regularly throughout the year, and meetings are led by the Chairman of the Board. During 2025, our Board met 16 times, the Audit Committee met six times, the Human Resources and Compensation Committee met nine times, and the Nominating and Governance Committee met eight times. In addition, our independent directors held four executive sessions during 2025 without Mr. Lux, Ms. Francis, Mr. Gall, or other members of management present. During 2025, each then-serving director attended more than 75% of the meetings of the Board and the Committees on which the director served. Under our Corporate Governance Guidelines, directors are expected to attend our annual meeting of stockholders, and all of our then-serving directors attended last year’s annual meeting, other than one director whose term did not continue beyond the annual meeting.

Board Leadership Structure

Our Board is led by a Chairman of the Board. In December 2024, we announced that the Board elected Mr. Lux, who had served on the Board since 2021 and is the retired President and Chief Executive Officer of Luxco, to serve as Chairman of the Board effective January 1, 2025, succeeding Ms. Seaberg, who had previously served as our Chairman of the Board since December 2014.

As part of Board refreshment, our Board elected two new directors in April 2025 and a third new director was elected by the holders of our preferred stock at our 2025 annual meeting of stockholders. Following these changes, the Board elected Mr. Roper, an independent director first elected to the Board in April 2025, as Chairman of the Board to succeed Mr. Lux effective May 22, 2025. Mr. Roper brings more than 25 years of beverage industry experience, including as chief executive officer of The Boston Beer Company and The Vita Coco Company. As Chairman of the Board, Mr. Roper leads all Board meetings and executive sessions of the independent directors.

Our Board regularly considers whether our leadership structure is appropriate. Our Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board. Our Board believes it is in the best interest of the Company and its stockholders to make that determination in a manner it believes best provides appropriate leadership for the Company at the time, based on the circumstances and direction of the Company and the membership of the Board. Our Board of

Directors believes not combining the positions of Chief Executive Officer and Chairman of the Board is the most appropriate structure for the Company at this time, as it permits the Chief Executive Officer to focus her attention on managing our day-to-day business and enhances the ability of our Board to provide strong oversight of the Company’s management and affairs.

Board Role in Risk Oversight

Our Board as a whole has ultimate responsibility for risk oversight. It exercises this oversight function through its standing committees, each of which has primary risk oversight accountability for matters relating to its respective area of responsibility, as detailed below. The independent structure of our Board and Board committees allows for objective risk oversight.

•Audit Committee: Oversees the integrity of our financial statement and financial reporting process, risks related to our financial reporting practices and internal controls, and our enterprise risk management (“ERM”) process, which includes cybersecurity risks.

As part of our ERM process, management regularly identifies, evaluates, and prioritizes potential risks and creates a risk register of these risks. Our executive management team and business unit leaders decide on actions and strategies to use to mitigate our risks based on this risk register. Our ERM process and risk register, along with our strategies for managing our risks, were reviewed with the Board at one meeting during 2025 and with the Audit Committee at three meetings during 2025.

•Human Resources and Compensation Committee: Oversees risks related to our compensation policies and practices, executive officer succession planning, and human capital management.

•Nominating and Governance Committee: Oversees risks related to our corporate governance, governance structure, Board composition, Board independence, as well as corporate responsibility and sustainability matters, except those matters overseen by another Board committee (such as human capital management).

Board Committees and Audit Committee Report

Our Board’s standing committees are the Audit Committee, the Human Resources and Compensation Committee, and the Nominating and Governance Committee. Each committee operates under a written charter adopted by our Board, which is available on the Governance page of the Investor Relations section of our website at ir.mgpingredients.com/corporate-governance/governance-documents. Each standing Board committee reviews and assesses its charter annually.

The membership of each standing Board committee as of the date of this Proxy Statement is shown in the following table.

Committees

Director

Independent

Audit

Human Resources and Compensation

Nominating and Governance

Thomas A. Gerke

•

Chair

•

Geraldo I. Lopez

•

Jennifer Lowry

•

Chair

•

Donn Lux

Lori L.S. Mingus

•

Kevin S. Rauckman(1)

•

Martin Roper*

•

Todd B. Siwak

•

Chair

* Chairman of the Board

(1)Mr. Rauckman is not standing for re-election at the Annual Meeting and will cease to be a member of the Board or any Board committees as of the Annual Meeting.

Audit Committee. The Audit Committee assists our Board in fulfilling the Board’s oversight responsibilities with respect to the quality and integrity of our financial statements, financial reporting process, and monitoring significant risk exposures. The Audit Committee also assists our Board in the oversight and monitoring of the independence and performance of our independent registered public accountant, our systems of internal controls, and performance of our internal audit function. It also is responsible for approving

our Code of Conduct, monitoring compliance under our Code of Conduct, and reviewing and approving related party transactions. The Audit Committee’s functions are further described under “Audit Committee Report.”

In connection with this work, the Audit Committee engages in regular discussions of the Company’s risks with senior management, internal auditors, and external auditors and oversees the Company’s enterprise risk management process.

Our Board has determined that each member of the Audit Committee is independent under Nasdaq and SEC rules and is financially literate, knowledgeable, and qualified to review financial statements. Our Board has also determined that each of Mr. Gerke, Mr. Lopez, Ms. Lowry, Mr. Rauckman, and Mr. Roper is an “audit committee financial expert,” as defined by SEC rules.

Audit Committee Report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors and oversees the entire audit function including the selection of an independent registered public accounting firm. Management has the primary responsibility for the consolidated financial statements and the financial reporting process including internal control over financial reporting and the Company’s legal and regulatory compliance. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements for the year ended December 31, 2025.

The Audit Committee has reviewed and discussed with the independent registered public accounting firm the matters as are required to be discussed in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; has received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence; and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

Based on such review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements for 2025 be included in the Company’s Annual Report on Form 10-K for filing with the SEC.

Audit Committee Members:


Jennifer Lowry (Chair)
Thomas A. Gerke
Geraldo I. Lopez
Kevin S. Rauckman
Martin Roper
Todd B. Siwak

Human Resources and Compensation Committee. The Human Resources and Compensation Committee reviews and approves the salary and incentive compensation of our Chief Executive Officer and other executive officers. The Human Resources and Compensation Committee also makes recommendations to the Board with respect to Board of Director compensation, equity-based plans that are subject to Board approval, and our executive officer succession plan. In addition, the Human Resources and Compensation Committee is responsible for our compensation recoupment policies, stock ownership guidelines, administering our equity plan, and overseeing matters relating to our human capital management. The Human Resources and Compensation Committee’s functions and processes are further described under “Compensation Discussion and Analysis.”

Our Board has determined that each member of the Human Resources and Compensation Committee meets the heightened independence requirements for compensation committee members under Nasdaq and SEC rules.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible for recommending to the Board candidates for nomination and election at our annual stockholder meetings and to fill vacancies on the Board, criteria for the selection of director nominees, and policies on the length of service of Board members; policies concerning the director nominating process; and overseeing the evaluation of our Board and Board committees. In addition, the Nominating and Governance Committee is responsible for reviewing regulatory and other matters related to corporate responsibility and sustainability, except those matters overseen by another Board committee (such as human capital management).

Our Board has determined that each member of the Nominating and Governance Committee is independent under Nasdaq rules.

Director Nomination Process

In identifying nominees for our Board, the Nominating and Governance Committee considers candidates for director who are recommended by its members, by other Board members, by management, as well as those identified by any third-party search firms retained to assist in identifying and evaluating possible candidates. The Nominating and Governance Committee will also consider candidates recommended by stockholders in accordance with the Company’s bylaws and pursuant to the Shareholders’ Agreement, dated April 1, 2021 (the “Shareholders Agreement”), among the Company, Karen Seaberg, Ms. Mingus, and the former shareholders of Luxco, Inc. (the “Luxco Sellers”). The Nominating and Governance Committee may choose not to consider an unsolicited candidate recommendation if no vacancy exists on our Board. While our Board’s practice has been to have the Nominating and Governance Committee make recommendations for all Board nominees, ultimately, the nomination of two of the Group A directors is determined pursuant to the Shareholders Agreement (as described below). In addition, the election of all Group B directors is determined by the holders of our preferred stock, who may or may not take into consideration the recommendation of the Nominating and Governance Committee or our Board of Directors.

Mr. Lux and Mr. Siwak have been nominated as Group A directors pursuant to the Shareholders Agreement. Under the Shareholders Agreement, the Luxco Sellers have the right to nominate (i) two Group A directors to our Board for so long as they continue to beneficially own at least 15% of the outstanding shares of our common stock, and (ii) one Group A director to our Board for so long as they continue to beneficially own at least 10% but less than 15% of the outstanding shares of our common stock (in each case, excluding any shares beneficially owned by Ms. Seaberg or Ms. Mingus). As of March 16, 2026, the Luxco Sellers own approximately 21% of the outstanding shares of our common stock (excluding any shares beneficially owned by Ms. Seaberg or Ms. Mingus). Ms. Seaberg and Ms. Mingus have agreed under the Shareholders Agreement to vote all of the shares of our common stock that they beneficially own and have sole voting control over in favor of the election of the Luxco Sellers’ Group A director nominees.

As required under our Corporate Governance Guidelines, the Nominating and Governance Committee seeks a wide array of skills, knowledge, and diverse backgrounds and perspectives, and takes those into account when evaluating the composition of our Board of Directors and nominating Board members. In addition, each director contributes to the Board’s overall diversity by providing a variety of perspectives based on distinct personal and professional experiences and backgrounds. Our Board is committed to maintaining the diversity of backgrounds and experiences of our Board. In this regard, the Nominating and Governance Committee considers any diversity characteristics self-identified by a director nominee and ensures that a sufficient number of Board members meet the tests for independence set forth in Nasdaq and SEC rules to permit the Company to satisfy applicable Nasdaq and legal requirements. In considering candidates, the Nominating and Governance Committee may take into account other factors as it deems relevant.

In evaluating potential nominees, the Nominating and Governance Committee determines whether the nominee is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria described above. The Nominating and Governance Committee will conduct a check of the individual’s background and generally will conduct personal interviews before recommending any candidate to the Board.

Stockholders who wish to recommend director candidates for consideration by the Nominating and Governance Committee in connection with next year’s annual meeting should submit the candidate’s name and the information set forth below in writing to the Chair of the Nominating and Governance Committee, in care of our Secretary, at Cray Business Plaza, 100 Commercial Street, P.O. Box 130, Atchison, Kansas, 66002, on or after January 13, 2027 and on or before February 13, 2027. In addition to the name of the candidate, a stockholder should submit:

•his or her own name and address as they appear on our records;

•if not the record owner, a written statement from the record owner of the shares that verifies the recommending stockholder’s beneficial ownership and period of ownership and that provides the record holder’s name and address as they appear on our records;

•a statement disclosing whether such recommending stockholder is acting with or on behalf of any other person, entity, or group and, if so, the identity of such person, entity, or group;

•the written consent of the person being recommended to being named in the proxy statement as a nominee if nominated and to serving as a director if elected; and

•pertinent information concerning the candidate’s background and experience, including information regarding the candidate required to be disclosed in solicitations of proxies for election of directors under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board and Committee Evaluation Process

Our Board recognizes that a robust and constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Our annual Board evaluation process is overseen by the Nominating and Governance Committee and assesses the performance and effectiveness of our Board and each standing Board committee. The evaluation results are reviewed with our entire Board and our Board and Board committees consider any appropriate changes to implement based on these results.

Service on other Boards of Directors

Our Board recognizes that its members benefit from the experience of serving on the boards of directors of other companies. Our Board encourages this service, with the understanding that this service may not impede our directors’ ability to effectively serve on our Board. Under our Corporate Governance Guidelines, directors who are serving as an executive officer of a public company (including as one of our executive officers) can serve on one public company board of director in addition to their employer’s board of directors, without the approval of our Board. Directors who are not serving as an executive officer of a public company can serve on no more than four public company boards of directors (including our Board), without the approval of our Board. In addition, directors serving on the Audit Committee may not serve on the audit committee of more than two other public companies, without Board approval.

Compensation Committee Interlocks and Insider Participation

No member of the Human Resources and Compensation Committee is or has been an officer or employee of the Company. None of our executive officers serves on the compensation committee or board of any company that has an executive officer that serves on our Board or the Human Resources and Compensation Committee.

Communications with Directors

Stockholders may communicate directly with Board members by writing the Board or individual Board members in care of our Secretary at our executive offices. Letters should be addressed as follows: Name of director – In care of Corporate Secretary – MGP Ingredients, Inc. – Cray Business Plaza, 100 Commercial Street, P.O. Box 130 – Atchison, Kansas 66002.

PROPOSAL 2 – RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026

The Audit Committee has re-appointed KPMG LLP as our independent registered public accounting firm and as auditors of our consolidated financial statements for the year ending December 31, 2026. We expect representatives of KPMG LLP will be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

The Audit Committee reviews the performance of the independent registered public accounting firm annually. In making the determination to re-appoint KPMG LLP, the Audit Committee considered, among other factors, the independence and performance of KPMG LLP and the engagement team, the quality of KPMG LLP’s communications with the Audit Committee and management, and the fees charged by KPMG LLP for the services provided to us. KPMG LLP has served as our independent registered public accounting firm since 2008.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026

Audit Matters

Audit Fees. Set forth below are the fees paid or accrued by us for audit and other services provided by KPMG LLP for the years ended December 31, 2025 and 2024.


Type of Fee	Amount
	2025		2024
Audit Fees(1)	1,318,800		1,875,699
Audit-Related Fees(2)	—		250,000
Tax Fees(3)	—		108,000
All Other Fees(4)	—		—
Total	$	1,318,800	$	2,233,699

(1) Represents fees for professional services provided in connection with the audit of our annual financial statements, audit of our internal control over financial reporting, review of our quarterly financial statements, and audit services provided in connection with other regulatory or statutory filings.

(2) Represents fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements but are not included in Audit Fees, including acquisition related due diligence.

(3) Represents fees for professional services provided for tax compliance, tax advice, or tax planning, including tax related due diligence for acquisitions.

(4) Represents fees services that are not included in Audit Fees, Audit-Related Fees, or Tax Fees.

Audit Committee Policies and Procedures. The Audit Committee has the sole right to engage and terminate the Company’s independent auditor, to pre-approve the performance of audit services and permitted non-audit services, and to approve all audit and non-audit fees. The Audit Committee considers whether the provision of services other than audit services is compatible with maintaining the independence of its principal auditor.

The Audit Committee has empowered its Chair of the Audit Committee to act on the committee’s behalf between meetings to approve permitted non-audit services, with any such services being reported to the Audit Committee at its next scheduled meeting. The Audit Committee may also provide for the pre-approval of services through the adoption of additional pre-approval policies and procedures, provided the policies and procedures are detailed as to the particular services, the Audit Committee is informed of each service, and the procedures do not include delegation to management of audit committee responsibilities under the Exchange Act. All services provided to us by KPMG LLP in 2025 and 2024 were pre-approved by the Audit Committee.

PROPOSAL 3 – APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Our stockholders are being asked to vote, on an advisory (non-binding) basis, on the compensation of our named executive officers as disclosed in this Proxy Statement (commonly referred to as the “Say-on-Pay” proposal). At the Annual Meeting, stockholders will vote on the following advisory resolution:

“RESOLVED, that the stockholders of MGP Ingredients, Inc. approve, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Company's proxy statement, including the Compensation Overview, compensation tables, and narrative discussion therein.”

While our Board intends to continue to carefully consider the stockholder vote resulting from this proposal, the final vote is advisory in nature and will not be binding on the Company. However, our Board and the Human Resources and Compensation Committee value the opinions of our stockholders, and our Board and the Human Resources and Compensation Committee will consider the results of the vote in future compensation deliberations.

At the 2025 annual meeting of stockholders, 100% of the shares of our preferred stock and more than 98% of the shares of our common stock voting on the matter voted in favor of our Say-on-Pay proposal, reflecting strong stockholder support for the compensation of our named executive officers.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Overview

This discussion provides an overview and analysis of our compensation programs and policies, the compensation decisions the Human Resources and Compensation Committee (defined in this Compensation Discussion and Analysis as the “Committee”) made under those programs and policies, and the factors the Committee considered in making those decisions. For 2025, our named executive officers are the following individuals:

•Julie M. Francis – President and Chief Executive Officer (served since July 21, 2025)

•Brandon M. Gall – Chief Financial Officer and Treasurer (also served as Interim President and Chief Executive Officer from January 1 to July 20, 2025)

•Erika Lapish – Former Chief Human Resources Officer (served until February 20, 2026)

•Amel Pasagic – Former Chief Commercial Officer (served until February 20, 2026)

Objectives of our Compensation Program

Our compensation program objectives are to align compensation with our business objectives and stockholders’ interests, to reward performance, to be externally competitive and internally equitable, and to attract and retain talent on a long-term basis. In particular, our philosophy is to balance salary and benefits with incentive and equity compensation so that the interests of the executive officers will be aligned with those of stockholders.

CEO Succession and Other Leadership Changes

Ms. Francis assumed the role of President and Chief Executive Officer on July 21, 2025. Prior to joining us, Ms. Francis served as Chief Operating Officer of Schwan’s Company from January 2021 to July 2024, prior to which she was President, Consumer Brands, Americas – Schwan’s Company from 2018 to 2020. Before joining Schwan’s Company, she served as Senior Vice President, Commercial and Category Development – Total Beverage Alcohol at Constellation Brands from 2017 to 2018. Earlier in her career, Ms. Francis served in increasing roles of responsibility first at Coca-Cola Enterprise and then at The Coca-Cola Company. In connection with her appointment as President and Chief Executive Officer, we entered into an offer letter agreement with Ms. Francis on July 18, 2025 (the “Francis Offer Letter”).

Mr. Gall, our Chief Financial Officer and Treasurer, assumed the additional role of Interim President and Chief Executive Officer from January 1 to July 20, 2025. In connection with his appointment as Interim President and Chief Executive Officer, we entered into a letter agreement with Mr. Gall on December 19, 2024 providing him additional compensation (the “Gall Interim Service Agreement”).

The Francis Offer Letter and the Gall Interim Service Agreement are further described under “Compensation Tables—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards.”

On February 11, 2026, our Board approved a reorganization of certain leadership positions. As a result, the employment of Ms. Lapish, who had been serving as our Chief Human Resources Officer, and Mr. Pasagic, who had been serving as our Chief Commercial Officer, concluded on February 20, 2026. Ms. Lapish and Mr. Pasagic were each entitled to receive severance payments under our Executive Severance Plan. For more information, see “Compensation Tables—Potential Payments on Termination or Change in Control.”

Kathleen S. Molamphy, who had been serving as our Chief Legal Officer and Corporate Secretary, assumed the role of Chief Legal and Human Resources Officer, Secretary on February 21, 2026. For more information regarding our compensation arrangements with Ms. Molamphy, see “—Executive Compensation Decisions for 2026.”

Components of our Compensation Program

The principal components of our compensation program are base salary, short-term annual incentive awards, long-term equity awards, and retirement compensation.

•Base salary is designed to attract and retain executive officers. In setting base salaries, the Committee considers internal fairness of pay in terms of the scope of job responsibilities, external competitiveness so that we can attract and retain needed talent, and a consistent, motivating system for administering compensation.

•Short-term incentive awards are intended to focus our executive officers on performance goals deemed critical to our profitability and financial performance. By rewarding executive officers for strong performance, we help align their interests with those of our stockholders.

•Long-term incentive awards are intended to provide executive officers an opportunity to increase ownership of our common stock, help attract and retain executive officers over the longer term, and be cost efficient. Historically, long-term incentive awards have been based on prior-year performance and granted only in the form of restricted stock units (“RSUs”) in mid-February, with the number of RSUs varying based on achievement against performance goals for the prior year. For 2025, the Committee modified our long-term incentive program and granted RSUs (weighted 25%) and performance stock units (“PSUs”) (weighted 75%) to our executive officers, as further described under “—Elements of Compensation—Long-Term Incentive Program,” which were granted on March 12, 2025.

•Retirement compensation provided through our 401(k) plan and our non-qualified deferred compensation plan permits our executive officers to, among other things, reduce their current income taxes by making limited pre-tax contributions to increase, enhance, and diversify their retirement savings. For additional information, see “—Elements of Compensation—Retirement Compensation.”

Consideration of Say-On-Pay Results

At the 2025 annual meeting of stockholders, 100% of the shares of preferred stock and more than 98% of the shares of common stock voting on the matter voted for the approval of compensation of our named executive officers for 2025. We believe this indicates strong stockholder support for our compensation program.

How We Determine Compensation

The Committee reviews and approves the salary and incentive compensation of our executive officers. Our President and Chief Executive Officer and, during 2025, our Interim President and Chief Executive Officer provided the Committee with his or her performance assessment and compensation recommendations for our other executive officers, which the Committee considers in making compensation decisions regarding our other executive officers.

The Committee has unrestricted access to management. It may also request the participation of management or the Committee’s independent compensation consultant at any meeting or executive session. Committee meetings are regularly attended by our President and Chief Executive Officer (or our Interim President and Chief Executive Officer, as applicable), except for executive sessions and discussions of their own compensation. The Committee regularly discusses executive compensation matters, including the compensation of our President and Chief Executive Officer and our Interim President and Chief Executive Officer, in executive sessions with non-management members of our Board of Directors.

The Committee has sole discretion, at Company expense, to retain and terminate independent advisors, including sole authority to approve the fees and retention terms for these advisors, if it determines the services of these advisors to be necessary or appropriate. FW Cook served as the Committee’s independent compensation consultant for 2025. The independent compensation consultant provides the Committee with information and guidance regarding the compensation of our executive officers, including a review of our peer group and comparative compensation information benchmarked against our peer group and survey data, as well as the compensation of our non-employee directors.

Use of Peer Group and Survey Data. The Committee uses a peer group as well as survey data for similar-sized companies when designing our executive compensation program. The Committee also uses this information to review the competitiveness of our executive officer compensation and to set executive officer compensation. The Committee reviews a benchmarking report periodically prepared by its independent compensation consultant identifying the ranges of compensation for persons with similar responsibilities to those of our executive officers with respect to our peer group and the survey data. If insufficient peer group data is available for a specific executive officer position, the Committee will only review survey data for that position. In addition, the Committee reviews executive compensation information for Brown-Forman Corporation, a large alcohol beverage producer, when designing our executive compensation program.

The Committee targets a total direct compensation range for each executive officer that is within 80% to 120% of the median total direct compensation for comparable positions within our peer group and the survey data. Although the ultimate goal is to compensate executive officers at the midpoint of this targeted range, an executive officer’s total direct compensation may fall above or below the targeted level because of his or her tenure, experience level, performance, or other factors.

The Committee approved the peer group used for 2025 compensation decisions for our executive officers in December 2024. In establishing this peer group, the Committee worked with its independent compensation consultant to determine the appropriate size

and relevant industries of the peer group, which were food ingredient, beverage and consumer food and packaged goods companies. The peer group for 2025 compensation decisions for our executive officers consisted of the following 15 companies:


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

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

Elements of Compensation

Base Salary. The Committee targets for each executive officer’s base salary a range that is within 80% to 120% of the median base pay 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, a particular individual’s salary may fall above or below the targeted level because of his or her tenure, experience level, performance, or other factors.

When making base salary adjustments, the Committee also takes into account each executive officer’s performance, Company performance, and any changes in an executive officer’s duties. When made, annual base salary adjustments usually take place after the start of the next year but are retroactive to the beginning of the year. Adjustments sometimes occur at other times of the year for reasons such as a promotion or other change in duties.

As a result of its review in February 2025, the Committee determined to increase the base salaries of Ms. Lapish and Mr. Pasagic primarily to more closely align with the median for base pay of comparable positions within the survey data, while also taking Company performance into account. The Committee approved Ms. Francis’ 2025 base salary in connection with its approval of the Francis Offer Letter. Pursuant to the Gall Interim Service Agreement, the Committee increased Mr. Gall’s base pay to $525,000 and agreed to continue this base salary following the end of Mr. Gall’s service as our Interim President and Chief Executive Officer.


Named Executive Officer	2024 Base Salary ($)	2025 Base Salary ($)	Increase (%)
Julie M. Francis	—	900,000	—
Brandon M. Gall	483,600	525,000	9
Erika Lapish	316,160	338,762	7
Amel Pasagic	425,000	439,875	4

Incentive Compensation. The Committee believes a significant portion of executive officer compensation should be incentive based, and that by rewarding good performance, such arrangements help align the interests of our executive officers with those of our stockholders. The goal of our incentive program is to closely align how we compensate executive officers with our business strategy. Specifically, the Committee wants to encourage executive officers to focus on driving Company profitability, reducing costs, and creating efficiencies to improve our ongoing operations. The Committee rewards our executive officers for success by basing short-term bonuses and long-term equity incentive awards on the attainment of performance metrics that they believe correspond with the creation of stockholder value. We modified our long-term incentive program design for 2025, as further described under “—Long-Term Incentive Program.”

Short-Term Incentive Plan. Our Short-Term Incentive Plan (the “STI Plan”) is designed to attract, motivate, and retain executive officers and to tie their short-term incentive (“STI”) compensation to achievement of profitability and other goals. Pursuant to the STI Plan, STI incentive compensation, payable in cash, is dependent on the achievement of Company financial performance metrics established by the Committee.

Each executive officer is entitled to an STI award equal to a certain percentage of the executive officer’s base salary if the target level of performance is achieved, with the opportunity to earn up to 200% of this target payout based on the level of achievement of the performance metrics. For 2025, the Committee set the target STI opportunity for each of the named executive officers as a

percentage of base salary as follows: 100% for Ms. Francis (prorated based on her July 21, 2025 start date), 100% for Mr. Gall (while serving in the additional role of Interim President and Chief Executive Officer from January 1 to July 20, 2025), 60% for Mr. Gall (while serving as Chief Financial Officer and Treasurer from July 21 to December 31, 2025), and 50% for Ms. Lapish and Mr. Pasagic. The Committee made no changes to these target percentages in 2025 as compared to 2024, other than for Mr. Gall during his service as Interim President and Chief Executive Officer.

The Committee amended the STI Plan effective January 1, 2025. As a result of this amendment, STI awards are subject to a “double trigger” change-in-control provision, which means that the STI awards are only accelerated if a participant’s termination of employment without cause occurs in the same performance year following the change in control (or a termination of employment without cause occurs after the end of the performance period but before the date STI awards are paid). Prior to 2025, STI awards had a “single trigger” change-in-control provision (for more information, see “Compensation Tables—Potential Payments on Termination or Change in Control”).

For 2025, the Committee chose adjusted operating income (“Adjusted Operating Income”), adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), and adjusted basic earnings per share (“Adjusted Basic EPS”), with the weightings and payout scale presented in the table below, as the STI performance metrics. Adjusted Operating Income was the core measure of performance under the STI Plan, reflecting the Committee’s belief that this measure of performance is the most sensitive to management’s performance. Adjusted EBITDA is a common metric used by stockholders to measure performance and Adjusted Basic EPS reflects the Company’s full financial performance. The selection of adjusted financial metrics reflects the Committee’s belief that, consistent with the Company’s external financial reporting, it is appropriate to avoid the impact (positive or negative) of unusual or non-recurring items. Beginning in 2025, the STI award no longer includes an individual performance component and is based solely on the achievement of quantitative financial performance goals. Previously, quantitative financial performance goals represented 90% of the total STI award and 10% of the total STI award was based on individual performance.

The performance metric payout levels listed below include the impact of estimated bonus payments that would be made as a result of achievement of these metrics under the STI Plan. The Committee chose the targeted achievement levels based on considerations that included the Board-approved 2025 budget plan and the anticipated industry headwinds and market conditions for our business in 2025.

Performance Metrics

Weighting
(%)

Threshold Payout of 50%

($)

Target Payout of 100%

($)

Maximum Payout of 200%

($)

Adjusted Operating Income

72.6 million

90.8 million

108.9 million

Adjusted EBITDA

101.8 million

120.0 million

138.1 million

Adjusted Basic EPS

2.31

2.94

3.58

As permitted by the STI Plan, the Committee may adjust or modify the calculation of a performance goal in its discretion. In determining the level of achievement of the financial performance metrics for 2025, the Committee approved further adjustments to Adjusted Operating Income and Adjusted EBITDA of $1.6 million and Adjusted Basic EPS of $0.05 related to tariff impacts that were not reasonably predicable at the time the targeted achievement levels were originally approved by the Committee.

For 2025, after applying the additional adjustments described above, the Committee determined that the following results were achieved for purposes of each STI performance metric.


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

The following table shows the STI awards for 2025 paid to our named executive officers in March 2026, as a result of this performance.


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

(1)Ms. Francis’ STI award for 2025 was prorated based on her July 21, 2025 start date.

(2) Mr. Gall’s target STI award for 2025 was 100% of his base salary from January 1 to July 20, 2025 (while serving in the additional role of Interim President and Chief Executive Officer) and 60% of his base salary from July 21 to December 31, 2025.

(3) Ms. Lapish and Mr. Pasagic were not employed by the Company when the STI awards for 2025 were paid in March 2026. As a result, they were not eligible to receive payment of an STI award for 2025 under the STI Plan; however, in connection with their terminations of employment, Ms. Lapish and Mr. Pasagic were entitled to payment of their 2025 STI awards as a separation benefit. See “Compensation Tables—Potential Payments on Termination or Change in Control” for information about their separation payments and benefits.

Long-Term Incentive Program. Under our long-term incentive (“LTI”) program, we have historically issued a variable number of RSUs based on the achievement of backward-looking profitability and other goals, which were designed to attract and motivate our executive officers, align with stockholder value creation, and align with our pay-for-performance compensation philosophy.

In March 2025, the Committee approved a new design for our annual LTI program following a review of peer group LTI compensation practices prepared by the Committee’s independent compensation consultant. As a result of the Committee’s decision to change the LTI program, commencing in 2025, the Company granted annual LTI awards in the form of PSUs with forward-looking financial performance goals in addition to time vesting RSUs to incentivize future performance and service with us.

For 2025, the Committee set the LTI target opportunity for Ms. Francis at $2,300,000 and for the other named executive officers as a percentage of base salary as follows: 115% for Mr. Gall and 80% for Ms. Lapish and Mr. Pasagic. The Committee made no changes to these LTI target opportunities in 2025 as compared to 2024, other than an increase in the LTI target opportunity for Ms. Lapish and Mr. Pasagic from 65% to 80% of base salary to more closely align with the benchmark compensation of our peer group and in the survey data.

For 2025, 75% of the annual LTI incentive award value was allocated to PSUs (at target level) and 25% of the annual LTI incentive award value was allocated to RSUs. PSU and RSU awards were granted to Ms. Francis on August 4, 2025 and to other executive officers on March 12, 2025.

The RSUs granted to Ms. Francis will vest in three equal annual installments beginning on August 4, 2026, and the RSUs granted to the other executive officers will vest in three equal annual installments beginning on February 20, 2026. The RSUs have dividend equivalents, which entitle the holder to dividend payments that are paid at the same time as dividend payments are made to holders of our common stock.

The PSUs granted in 2025 have a one-year performance period, reflective of the current uncertainty affecting our industry, with two additional years of a service-vesting requirement, and the number of PSUs achieved is based on attainment of the same performance metrics, weightings, targeted achievement levels, and payout scale as those set for the 2025 STI awards discussed above. As discussed above under “Short-Term Incentive Plan,” in February 2026, the Committee reviewed 2025 performance against the Adjusted Operating Income, Adjusted EBITDA and Adjusted Basic EPS goals, and determined that 95% of the PSUs were earned. The earned PSUs granted to Ms. Francis will vest on August 4, 2028, and the PSUs granted to the other executive officers will vest on February 20, 2028. Dividend equivalents are accumulated and paid only on PSUs actually earned and are paid when the shares underlying the PSUs are vested and settled. If no PSUs are earned, the PSUs will be forfeited and no dividend equivalents will be paid

In connection with recruiting and hiring Ms. Francis, we awarded a sign-on stock option award to Ms. Francis pursuant to the terms of the Francis Offer Letter. The grant date of this award was August 4, 2025, which was the first trading day following the expiration of the blackout period that was in effect under our insider trading policy on Ms. Francis’ start date. Under the terms of the Francis Offer Letter, we agreed to grant Ms. Francis the number of stock options determined by dividing $1,500,000 by 38% of the closing stock price of our common shares on the grant date. The stock options vest on August 4, 2027, expire on August 4, 2035, and the exercise price is $28.54, the closing stock price on the grant date.

In addition, pursuant to the terms of the Gall Interim Service Agreement, in addition to Mr. Gall’s annual LTI grants, the Committee granted Mr. Gall a special RSU award valued at $525,000 on January 1, 2025, which vests on January 1, 2027 in connection with his appointment as our Interim President and Chief Executive Officer. Mr. Gall’s annual target incentive opportunity under our LTI program did not change in connection with his service as our Interim President and Chief Executive Officer and remained at 115% of his base salary.

Retirement Compensation. We provide retirement compensation through our 401(k) plan, a tax-qualified defined contribution plan. We provide a Company match of 1% for each 1% of employee deferral to their 401(k) plan account, up to a maximum of 6%. In addition, our non-qualified deferred compensation plan permits participants to defer salary or short-term incentive payments. Amounts deferred are deemed invested in investments selected by the participant from the choices available in our 401(k) plan. For more information, see “Compensation Tables—Non-Qualified Deferred Compensation” and “Compensation Tables—Potential Payments on Termination or Change in Control.”

Executive Severance Plan. The Committee has adopted the MGP Ingredients, Inc. Executive Severance Plan (the “Severance Plan”). The Severance Plan is designed to provide uniform treatment of executives, attract these executives, and encourage retention of these executives by providing financial protection in the event of unexpected job loss resulting from certain terminations of employment. More information about the Severance Plan can be found under “Compensation Tables—Potential Payments on Termination or Change in Control.”

Other Compensation Programs. We provide limited executive perquisites to our executive officers, and we do not offer significant executive benefits, such as supplemental executive retirement plans. We provide supplemental long-term disability coverage to our executive officers, and executive officers can elect to receive supplemental life insurance coverage. Ms. Francis receives an automobile allowance of $1,200 per month and reimbursement for gas expenses pursuant to the terms of the Francis Offer Letter. Mr. Gall, Ms. Lapish, and Mr. Pasagic each received an automobile allowance of $600 per month and reimbursement for gas expenses, which began in 2025 for Mr. Gall and Ms. Lapish. In addition, pursuant to the Francis Offer Letter, we agreed to pay Ms. Francis for certain personal benefits as part of her hiring package, as described further under “Compensation Tables—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards.”

Executive Compensation Decisions for 2026

Prior to the date of this Proxy Statement, the Committee made decisions that will affect executive officer compensation in 2026. This section provides a brief overview of those decisions.

Short Term Incentive Plan. For 2026, the Committee changed the STI performance metrics and weightings and chose Adjusted EBITDA (weighted at 50%), net sales (weighted at 25%), and ownership cost management (weighted at 25%). Adjusted EBITDA is a common metric used by stockholders to measure performance. Net sales was added as an STI performance metric in order to incentivize increasing our commercial business and market share. Ownership cost management was added as an STI performance metric in order to incentivize cost discipline across our organization. For 2026, the Committee also increased the target STI opportunity for Mr. Gall to 75% of base salary to more closely align with benchmark compensation in the peer group and survey data. No changes were made to the LTI performance metrics.

Compensation of Ms. Francis. Following a review of Ms. Francis’ compensation, which included considering that the prolonged cyclical challenges facing the entire distilled spirits industry as well as the Company have depressed the value of Ms. Francis’ sign-on equity awards to below a market competitive value, the Committee approved certain adjustments and supplemental terms for Ms. Francis’ compensation on April 6, 2026 to incentivize and retain her continued leadership and support creation of long-term shareholder value. The Committee increased Ms. Francis’ annual base salary to $930,000 (effective January 1, 2026) and her 2026 STI target opportunity to 125% of base salary. The Committee also approved the grant of 150,000 stock options to Ms. Francis, which will be granted on the first trading day following the expiration of the blackout period under our insider trading policy in effect as of April 6, 2026, and will vest 50% on each of the third and fourth anniversaries of the grant date, expire ten years from the grant date, and have an exercise price equal to the closing stock price on the grant date. In addition, the Committee provided that Ms. Francis’ continued service on the Ascend Wellness Holdings, Inc. board of directors will not give rise to grounds for a termination for cause under the Severance Plan, as amended by the Francis Offer Letter.

Compensation of Ms. Molamphy. Effective February 21, 2026, Ms. Molamphy, who had been serving as our Chief Legal Officer and Corporate Secretary, assumed the role of Chief Legal and Human Resources Officer, Secretary. In connection with this appointment, the Committee set her base salary at $425,000 (effective February 21, 2026), her 2026 STI target opportunity at 65% of base salary, and her 2026 LTI target opportunity at 80% of her base salary. The Committee also approved an automobile allowance of $600 per month and reimbursement for gas expenses for Ms. Molamphy.

Special Retention Awards for Mr. Gall and Ms. Molamphy. The Committee granted special RSU awards to Mr. Gall and Ms. Molamphy on March 5, 2026 to encourage their retention, granting an RSU award valued at $262,500 to Mr. Gall and an RSU award valued at $212,500 to Ms. Molamphy. Each of these awards will vest in two equal annual installments beginning on March 5, 2029.

Stock Ownership Guidelines

We have adopted stock ownership guidelines to better align the interests of our executive officers with the interests of stockholders and promote our commitment to sound corporate governance. Under the guidelines, our executive officers are expected to achieve ownership of our common stock at specified levels within five years of becoming an executive officer. Our Chief Executive Officer is expected to own shares of our common stock valued at five times her annual base salary. Our Chief Financial Officer is expected to own shares of our common stock valued at two times his annual base salary and our other executive officers are expected to own shares of our common stock valued at one and one half times their annual base salaries.

Shares that count toward the ownership levels include shares owned outright, shares owned by immediate family members residing in the same household, shares that are beneficially owned by the executive officer and reportable on Table 1 of Form 3, 4, or 5 of the Securities Exchange Act of 1934, as amended, shares held in trust for the benefit of the executive officer or his or her immediate family members, unvested RSUs, and unvested PSUs that are not subject to ongoing performance conditions. Stock options and unvested PSUs with performance criteria that have not been met do not count toward the ownership guidelines. Shares are valued based on the average closing price of our common stock for the 20 trading days prior to the December 31 measurement date.

As of March 16, 2026, each of our executive officers has either met our stock ownership guidelines or were in their five-year phase-in period.

Insider Trading Policy and Prohibition on Hedging, Pledging, and Short Sales

We have an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees, and other covered persons. We do not transact in our own securities if the Company is aware of material non-public information about itself. We believe that our insider trading policy and our procedures for transacting in our own securities are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any applicable listing standards.

Our insider trading policy also 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 our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. In addition, we prohibit pledging shares of our common stock as collateral by directors, officers, employees, and other covered persons. As of the date of this Proxy Statement, no directors or executive officers had shares pledged.

Equity Grant Timing Policy

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

Compensation Clawback

We have adopted a compensation clawback policy that complies with SEC and Nasdaq rules for our Section 16 officers. The policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former Section 16 officers that was received during the three years preceding the date that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

Human Resources and Compensation Committee Report

The Human Resources and Compensation Committee reviewed and discussed with management the “Compensation Discussion and Analysis” section of this Proxy Statement. Based on such review and discussion, the Committee recommended to the Board that the “Compensation Discussion and Analysis” section be included in this Proxy Statement.

Human Resources and Compensation Committee Members:

Thomas A. Gerke (Chair)

Geraldo I. Lopez

Jennifer Lowry

Lori L.S. Mingus

Kevin S. Rauckman

Martin Roper

Todd B. Siwak

COMPENSATION TABLES

Summary Compensation Table

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


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

(1)Amounts represents a cash signing bonus paid to Ms. Francis as part of her hiring package pursuant to the Francis Offer Letter and a bonus paid to Mr. Gall pursuant to the Gall Interim Service Agreement. Ms. Francis’ signing bonus must be repaid if she resigns or is terminated for cause within one year of her start date.

(2)Amounts represent the aggregate grant date fair value of RSUs and PSUs granted during the listed year computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For PSUs, the amounts assume that the target level (or 100%) of performance will be achieved. The grant date values of the PSUs granted in 2025 assuming that the maximum level (200% of target level) of performance will be achieved are: $3,450,025 for Ms. Francis, $905,624 for Mr. Gall, $406,516 for Ms. Lapish, and $527,835 for Mr. Pasagic. Based on our actual performance over the performance period, the number of PSUs earned and payable for 2025 equals 95% of the target number of PSUs awarded. Ms. Lapish and Mr. Pasagic each forfeited all of their unvested equity awards upon their termination of employment pursuant to the terms of the equity award agreements.

(3)Amount represents the aggregate grant date fair value of stock options made during the listed year computed in accordance with FASB ASC Topic 718. The amount was calculated using the Black-Scholes option valuation model. For information regarding the assumptions used in calculating this amount, see Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

(4) For 2025, amounts represent annual cash incentive payments under the STI Plan for 2025 performance that were paid in March 2026. Ms. Lapish and Mr. Pasagic were not employed by the Company when the STI awards for 2025 were paid in March 2026. As a result, they were not eligible to receive any payment of an STI award for 2025; however, in connection with their terminations of employment in 2026, Ms. Lapish and Mr. Pasagic were entitled to payment of their 2025 STI awards as a separation benefit. See “Compensation Tables—Potential Payments on Termination or Change in Control” for more information about their separation payments and benefits.

(5) Includes Company contributions to 401(k) plan accounts for 2025 in the following amounts: Ms. Francis - $21,000, Mr. Gall - $21,000, Ms. Lapish - $20,717, and Mr. Pasagic - $21,000. Includes an automobile allowance and gas reimbursement in the following amounts: Ms. Francis - $6,000, Mr. Gall - $8,653, Ms. Lapish - $8,339, and Mr. Pasagic - $9,221. Includes amounts paid by the Company for the purchase of additional life insurance for Mr. Gall and amounts paid by us for the purchase of long-term disability insurance for each of the named executive officers. For Ms. Francis, includes $100,000 as a temporary housing and commuting expense stipend, $10,000 intended for legal expenses associated with the negotiation of the Francis Offer Letter and related matters, and reimbursement of additional commuting costs.

Grants of Plan-Based Awards

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

Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards(2)

All Other Stock Awards: Number of Units (#)

All Other Option Awards: Number of Securities Underlying Options

(#)

Exercise or Base Price of Option Awards ($/Sh)(3)

Grant Date Fair Value of Stock and Option Awards ($)(4)

Name

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Julie M. Francis

STI Opportunity

202,192

404,384

808,768

PSUs

8/4/2025(5)

30,881

SEC Form DEF 14A filed by MGP Ingredients Inc.