Brandon Gall
MGP INGREDIENTSAbout Brandon Gall
Brandon M. Gall, age 43, is MGPI’s Interim President & CEO (since Jan 1, 2025) and CFO/Treasurer (CFO since Apr 2019; Treasurer since May 2023). He joined MGPI in 2012 and previously served as Corporate Controller, Director of Supply Chain & New Business Development Finance, and Director of FP&A. Gall holds a BBA from Miami University, an MBA from the University of Chicago, and is a CPA . MGPI’s recent performance under his finance leadership: FY2023 revenue $836.5M and EBITDA $199.3M; FY2024 revenue $703.6M and EBITDA $186.5M, reflecting category headwinds in 2024. Over five years, MGPI’s $100 TSR value reached $84.42 versus $153.88 for the Russell 2000 Consumer Staples index, indicating relative underperformance . Revenues cited below are from company filings; EBITDA values marked with an asterisk are from S&P Global.
Company performance snapshot:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $836,523,000 | $703,625,000 |
| EBITDA ($USD) | $199,277,000* | $186,523,000* |
Values retrieved from S&P Global for EBITDA.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGP Ingredients, Inc. | Interim President & CEO | Jan 2025–present | Appointed to ensure continuity during CEO transition and guide strategic initiatives . |
| MGP Ingredients, Inc. | CFO & Vice President, Finance | Apr 2019–present | Advanced investor relations, financing strategy, and risk management; financial leadership during growth and portfolio evolution . |
| MGP Ingredients, Inc. | Corporate Controller | Jun 2018–Mar 2019 | Strengthened controls and reporting as the company scaled . |
| MGP Ingredients, Inc. | Director, Supply Chain & New Business Development Finance | May 2014–May 2018 | Supported operational efficiency and new initiatives . |
| MGP Ingredients, Inc. | Director, Financial Planning & Analysis | Jan 2012–Apr 2014 | Built FP&A capabilities to support growth . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | $415,000 | 2022 named executive officer compensation . |
| 2023 | $465,000 | Increased to align with peer medians . |
| 2024 | $483,600 | 4% annual raise approved by the Committee . |
| 2025 | $525,000 | Interim CEO base; continues post-interim service . |
- Perquisites: Automobile allowance of $600 per month and gas reimbursement beginning Jan 1, 2025 .
Performance Compensation
Short-Term Incentive Plan (STI)
STI design ties payouts to Adjusted Operating Income (AOP), Adjusted EBITDA, and Adjusted Basic EPS plus an individual component. 2024 targets were not met; 2023 achieved maximum results.
| Year | Metric | Weighting (%) | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|---|
| 2023 | Adjusted Operating Income | 63 | $149.0M | $163.9M | $178.8M | $180.3M | 200% |
| 2023 | Adjusted EBITDA | 18 | $169.3M | $187.1M | $202.0M | $202.5M | 200% |
| 2023 | Adjusted Basic EPS | 9 | $4.94 | $5.30 | $5.81 | $5.90 | 200% |
| 2023 | Individual Performance | 10 | — | — | — | — | 200% |
| 2024 | Adjusted Operating Income | 70 | $180.3M | $198.3M | $216.4M | Below threshold | 0% |
| 2024 | Adjusted EBITDA | 20 | $202.5M | $222.4M | $240.4M | Below threshold | 0% |
| 2024 | Adjusted Basic EPS | 10 | $5.90 | $6.41 | $7.01 | Below threshold | 0% |
- STI target: 60% of base in 2024 ; increased to 100% (pro-rated for interim service) in 2025 .
- Actual STI paid: $558,000 for 2023 (200% of $279,000 target) ; $0 for 2024 .
Long-Term Incentive (LTI)
Historically time-vested RSUs granted based on prior-year performance. In 2025 the program shifted to forward-looking PSUs (75%) and time-vested RSUs (25%) with a one-year performance period and three-year vesting for RSUs .
| Year | LTI Target (% of Base) | Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2023 perf (granted Feb 2024) | 115% | RSUs | 2/14/2024 | 10,954 | $929,995 | 1/3 on 2/14/2025, 2026, 2027 |
| 2022 perf (granted Feb 2023) | 100% | RSUs | 2/16/2023 | 6,426 | $622,487 | Cliff on 2/16/2026 |
| 2021 perf (granted Feb 2022) | 75% | RSUs | 2/10/2022 | 6,268 | $487,525 | Vested 2/10/2025 |
| 2025 (program design) | — | PSUs/RSUs mix | 3/12/2025 | — | — | PSUs: 1-yr perf, vest 2/20/2028; RSUs: vest 2/20/2026-2028 |
| 2025 (Interim CEO one-time) | — | RSUs | 1/1/2025 | Determined by 12/31/2024 close | $525,000 | Vest 1/1/2027; continues vesting if terminated without Cause or resigns for Good Reason |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 24,340 shares (as of Mar 21, 2025) . |
| Ownership % of outstanding | ~0.11% (24,340 / 21,270,343 shares outstanding) . |
| Unvested RSUs (12/31/2024) | 6,268 (vested 2/10/2025), 6,500 (vested 2/12/2025), 6,426 (vest 2/16/2026), 10,954 (vest 2/14/2025-2027) . |
| Options | None outstanding . |
| Pledging/Hedging | Prohibited; no directors or executive officers had shares pledged . |
| Ownership guidelines | CFO must hold stock valued at 2× base salary; all execs met or are within the 5-year phase-in as of Mar 21, 2025 ; Gall was in compliance as of Apr 2024 . |
Employment Terms
- Interim Service Agreement (Dec 19, 2024): Base salary $525,000; STI target 100% of base (pro-rated); one-time $100,000 cash in Jan 2025; one-time RSU valued at $525,000 vesting Jan 1, 2027; auto allowance $600/month; treated as non-CEO for Severance Plan; employment at will .
- Severance Plan: For non-CEO participants—cash severance of 1× base salary, pro-rated STI based on actual performance, and up to six months COBRA reimbursement (CEO receives 2× and up to 24 months); Gall remains a “non-CEO” participant while serving as Interim CEO .
- Change-in-control treatment (RSUs): Double-trigger for RSUs granted 2023 onward (accelerate on CoC plus termination without cause/for good reason within 18 months); pre-2023 RSUs have single-trigger .
- Clawback: Mandatory recovery policy aligned with SEC and Nasdaq rules for Section 16 officers .
- STI CoC provision: For 2024 design, STI pays target upon CoC; effective 2025, STI has double-trigger with prorated actual performance in CoC year .
Estimated economics (as of 12/31/2024):
| Scenario | Amount ($) |
|---|---|
| Termination without cause or for good reason | 494,046 |
| Change in control (standalone) | 792,836 |
| CoC + termination without cause/for good reason | 1,178,296 |
| Death or disability | 1,182,990 |
Deferred compensation (12/31/2024):
| Item | Brandon Gall |
|---|---|
| Executive contributions (2024) | $0 |
| Aggregate earnings (2024) | $13,133 |
| Aggregate balance (year-end) | $287,735 |
Investment Implications
- Pay-for-performance alignment tightened: 2024 STI/LTI paid $0 given performance below thresholds; 2025 LTI shifts to forward-looking PSUs (75%) plus RSUs (25%), directly linking payouts to future operating metrics (AOP, EBITDA, EPS) and service .
- Retention risk mitigated short-term: Significant unvested RSUs through 2027 plus the one-time $525k RSU vesting Jan 2027 provide strong retention hooks; double-trigger CoC protection balances retention with stockholder-friendly design .
- Ownership alignment: Compliance with 2× salary ownership guideline, prohibition on pledging/hedging, and clawback policy support governance and alignment; ownership stake is modest (~0.11%), consistent with CFO roles in mid-cap consumer staples .
- Performance context: 2023 achieved maximum STI metrics; 2024 fell short amid category pressures. Five-year TSR underperformed the index ($84.42 vs $153.88), underscoring the importance of the new PSU framework and interim leadership focus on branded spirits execution .
Note: EBITDA values in the performance snapshot were retrieved from S&P Global.