Amel Pasagic
MGP INGREDIENTSAbout Amel Pasagic
Amel Pasagic is MGPI’s Chief Commercial Officer (since January 8, 2024) and previously served as Chief Information Officer (July 2021–January 2024), after joining MGPI via Luxco where he held IT leadership roles since 2011 . He is 41 years old (as of February 26, 2025) and is recognized internally for strong business acumen and end-to-end process understanding, as highlighted during MGPI’s investor day remarks . Company performance context during his recent tenure includes FY2023 sales of $836.5M (+7% y/y) and Adjusted EBITDA of $202.5M (+20% y/y), with Adjusted Operating Income of $180.3M; MGPI’s five‑year TSR value for a $100 investment stood at $84.42 in 2024 versus $153.88 for the Russell 2000 Consumer Staples index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGPI | Chief Commercial Officer | Jan 2024–present | Senior commercial leadership following Luxco integration; oversees profitability and portfolio execution . |
| MGPI | Chief Information Officer | Jul 2021–Jan 2024 | Led enterprise IT post‑Luxco acquisition; lauded for business acumen and turning data into actionable decisions . |
| MGPI | VP, Information Technology | Apr 2021–Jul 2021 | Transition role after Luxco merger; foundational systems alignment . |
| Luxco, Inc. | IT leadership roles | Jun 2011–Apr 2021 | Progressive IT leadership supporting branded spirits operations prior to MGPI acquisition . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary Paid ($) | 275,000 | 344,000 | 421,885 |
| Target STI (% of base) | — | 50% | 50% |
| Actual STI Paid ($) | 275,000 | 344,000 | — (thresholds not met) |
| Target LTI Opportunity (% of base) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Pasagic | 65% | 65% | 80% |
| RSU Grants (earned/prior‑year performance) | Grant Date | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| FY2023 LTI payout (granted in 2024) | Feb 14, 2024 | 5,267 | 447,168 |
- Perquisites: Automobile allowance $600/month with gas reimbursement; All Other Compensation for 2024 included $10,210 related to auto allowance and gas .
Performance Compensation
STI/LTI metrics and outcomes
| Category | FY 2023 | FY 2024 |
|---|---|---|
| STI metrics and weights | Adjusted Operating Income 63%; Adjusted EBITDA 18%; Adjusted Basic EPS 9%; Individual 10% | Adjusted Operating Income 70%; Adjusted EBITDA 20%; Adjusted Basic EPS 10%; Individual 10% |
| Targets/Thresholds | Not disclosed numerically; Company achieved max factor on all metrics | Thresholds: AOI $180.3M; Target $198.3M; Max $216.4M. Adj. EBITDA $202.5M / $222.4M / $240.4M. Adj. Basic EPS $5.90 / $6.41 / $7.01 |
| Actual results | AOI 180.3M; Adj. EBITDA 202.5M; Adj. Basic EPS 5.90; Individual 200% factor; STI paid at 200% of target | Threshold not achieved on all financial metrics; STI payout 0% |
| LTI outcomes | RSUs granted (5,267 shares) for 2023 performance, 3‑year pro‑rata vesting; double‑trigger CIC provision for grants since 2023 | No RSUs issued based on 2024 performance (thresholds not met) |
2025 LTI design changes:
- Mix shifted to PSUs (75% of value) with one‑year performance period (2025) on AOI, Adj. EBITDA, and Adj. Basic EPS; PSUs vest on Feb 20, 2028. RSUs (25%) vest ratably on Feb 20 of 2026‑2028 .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Common shares beneficially owned | 3,102 (<1% of outstanding) as of Mar 21, 2025 |
| Stock options | None outstanding for NEOs as of Dec 31, 2024 |
| Shares pledged as collateral | None; pledging prohibited under policy |
| Ownership guidelines | Other executive officers required to hold 1.5× base salary in stock; compliance met or within five‑year phase‑in as of Mar 21, 2025 |
Outstanding RSUs and vesting schedule (as of Dec 31, 2024; valued at $39.37/share):
| RSU Tranche | Units (#) | Market Value ($) | Vesting |
|---|---|---|---|
| Award (1) | 2,308 | 90,866 | Vested Feb 10, 2025 |
| Award (3) | 3,691 | 145,315 | Vests Feb 16, 2026 |
| Award (4) | 5,267 | 207,362 | 1/3 vested Feb 14, 2025; remaining vest Feb 14, 2026 & Feb 14, 2027 |
Insider selling pressure assessment:
- Near‑term vesting events include ~1,756 RSUs on Feb 14, 2026 (second tranche of 5,267) plus 3,691 RSUs on Feb 16, 2026; policy prohibits hedging/pledging, mitigating forced‑sale risk .
Employment Terms
| Scenario (as of Dec 31, 2024) | Estimated Benefits ($) |
|---|---|
| Termination without cause / Good reason | 436,142 (1× base salary; prorated STI based on actual; COBRA reimbursement 6 months) |
| Change in control (CIC) | 303,366 (vest pre‑2023 RSUs; 2024 STI at target; subject to 280G/4999 reduction) |
| CIC + termination (double trigger) | 788,819 (adds vesting of 2023–2024 RSUs) |
| Death/Disability | 443,542 (RSU vesting; 2024 STI none) |
Key provisions:
- RSUs: Double‑trigger CIC acceleration for grants since 2023; pre‑2023 RSUs vest upon CIC; retirement continues vesting per schedule; death/disability accelerates vesting .
- STI: 2024 plan paid full target upon CIC; effective Jan 1, 2025 STI moved to double‑trigger CIC (prorated based on actual) .
- Clawback: Mandatory recovery of erroneously awarded incentive compensation for Section 16 officers for 3 years preceding a required restatement .
- Hedging/pledging/short sales: Prohibited; no director or executive officer had shares pledged as of the proxy date .
Performance & Track Record
- CIO tenure recognized for integrating Luxco and elevating decision quality; described as “best IT leader” with strong business acumen in investor remarks .
- Company results during recent period: FY2023 Adjusted Operating Income $180.3M, Adjusted EBITDA $202.5M, and sales $836.5M; FY2024 pay‑versus‑performance table shows 2024 TSR of $84.42 vs Russell 2000 Consumer Staples $153.88 over five years, and Adjusted Operating Income selected as the primary company‑selected measure .
Compensation Committee & Peer Benchmarking
- Compensation Committee uses FW Cook and targets total direct compensation within 80%–120% of peer/survey median; 2024/2025 peer groups include food/ingredients and consumer staples names (e.g., Sensient, Boston Beer, Balchem; Vita Coco added for 2025) .
- Say‑on‑pay: 2024 approval exceeded 94% of preferred and 97% of common votes, indicating strong shareholder support .
Investment Implications
- Pay‑for‑performance alignment: Zero STI and LTI issuance for 2024 due to failure to meet thresholds, demonstrating downside sensitivity in incentives; 2025 shift to PSUs raises at‑risk forward pay and ties awards to AOI/EBITDA/EPS for 2025 with vest in 2028 .
- Retention risk: Severance under Executive Severance Plan is moderate (1× salary plus prorated STI), with double‑trigger CIC treatment on equity; retirement and death/disability protections maintain vesting, which can support retention .
- Ownership alignment: Modest direct ownership (3,102 shares, <1%), but strong governance guardrails (ownership guidelines, anti‑hedging/pledging, clawback) reduce misalignment and adverse trading behaviors .
- Near‑term selling pressure: Two vestings in February 2026 (approx. 5,447 RSUs combined) could add liquidity, though prohibitions on pledging/hedging and guideline requirements mitigate forced selling signals .
- Governance and shareholder sentiment: Robust shareholder support on say‑on‑pay reduces headline governance risk; peer‑aligned targets and independent consultant use signal disciplined compensation oversight .