Donn Lux
MGP INGREDIENTSAbout Donn Lux
Independent spirits operator and brand builder with four decades in beverage alcohol. Age 64; MGPI director since 2021; elected non‑executive Chairman of the Board effective January 1, 2025 after leading the integration of Luxco into MGPI following its 2021 sale to MGPI . Non‑employee but not independent under Nasdaq rules; eight of nine current directors are independent, with executive sessions led by an independent director . Core credentials: Food & Beverage industry, M&A, marketing/branding, national distribution, and portfolio expansion (Paramount Distillers acquisition; Bardstown whiskey distillery development) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luxco, Inc. | President & CEO | 1991–2021 | Oversaw production, marketing, sales, national distribution; led 2011 Paramount Distillers acquisition; opened Bardstown whiskey distillery in 2018; scaled to leading branded spirits platform |
| Luxco, Inc. | Chairman | 2010–Mar 2021 | Guided strategic growth; positioned for sale to MGPI in 2021 |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| National Alcohol Beverage Control Association | Industry Advisory Committee, Director | 2000–2015 | Industry policy and market insights |
| American Distilling Spirits Association | Director | 1995–2015 | Trade association leadership |
| St. Louis Regional Business Council | Board Member | 2005–present | Regional business leadership |
| St. Louis University Center for Entrepreneurship | Board Member | 2023–present | Entrepreneurship ecosystem |
| St. Louis Legacy Ice Foundation | Board Member | 2017–present | Community engagement |
| St. Louis Blues for Kids | Trustee | 2018–present | Community engagement |
| Lux Family Foundation | Board Member | 2021–present | Philanthropy governance |
Board Governance
- Role and independence: Non‑executive Chairman; not independent. All committee chairs/members are independent; independent directors held 3 executive sessions in 2024 without the Chair or management present .
- Committee assignments: None (does not serve on Audit; Human Resources & Compensation; or Nominating & Governance) .
- Attendance: Board met 11x in 2024; Lux and all then‑serving directors attended >75% of meetings; 8 of 9 directors attended the 2024 annual meeting .
- Shareholder influence/nomination rights: Under the April 1, 2021 Shareholders Agreement, Luxco Sellers have rights to nominate two Group A directors while owning ≥15% of common shares (one nominee if 10–15%); as of March 21, 2025, they owned ~23% and nominated Donn Lux and Todd Siwak as Group A directors; certain founding family holders (Seaberg and Mingus) agreed to vote their shares for the Luxco Sellers’ nominees .
Fixed Compensation
| Component | Structure/Rate | 2024 Amount (Lux) |
|---|---|---|
| Annual cash retainer | $75,000; paid quarterly | $75,000 |
| Committee chair fees | $15k Audit; $10k HRC; $8k N&G | $0 (no committee roles) |
| Non‑exec Chair retainer | +$70,000 annually | $0 in 2024 (he became Chair on 1/1/2025) |
| Total cash (2024) | Fees earned or paid in cash | $165,000 |
Notes:
- No changes were made to non‑employee director pay levels in 2024 .
Performance Compensation
| Element | Structure | 2024 Treatment |
|---|---|---|
| Annual director equity award | $90,000 in common stock; vests immediately on grant | Lux elected to receive the annual equity award in cash for 2024 (permitted for directors with >10× ownership guideline); Stock Awards column shows “—” and cash line reflects election |
Directors do not have performance‑conditioned metrics (no PSUs/options); equity awards are time‑based/immediate vesting. No meeting fees; directors may elect to receive cash in stock or, if substantially over guidelines, equity in cash .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Lux in MGPI’s proxy biography |
| Interlocks/agreements | Shareholders Agreement grants Luxco Sellers nomination rights; Seaberg/Mingus voting agreements in favor of Luxco Sellers’ nominees |
| Related‑party transactions | MGPI leased bottling/warehousing from Kemper‑Themis, LLC (100% owned by Lux): $58,917 lease in 2024; MGPI purchased the facilities from Kemper for $9,000,000 in Feb 2024 at fair value based on two independent appraisals; Audit Committee approved; terms negotiated at arm’s length pre‑affiliation |
| Family employment | Paul T. Lux (nephew of Donn; son of Paul S. Lux) employed as VP Sales, Distilling Solutions since May 2024; 2024 comp ~$230,115; Audit Committee approved |
Expertise & Qualifications
- Food & Beverage industry operator; portfolio expansion and innovation (Paramount Distillers acquisition; Bardstown distillery development) .
- M&A leadership and integration experience; strategic planning and brand building .
- Marketing and national distribution expertise; transformed MGPI into a stronger branded spirits portfolio through Luxco integration as Board Chair .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership – common | 7,598,219 shares (35.7% of outstanding) |
| Voting/dispositive power | Sole voting/dispositive: 2,538,264 shares; shared voting: 7,598,219 shares; by virtue of the Shareholders Agreement, may be deemed to share voting over 2,806,018 shares held by Seaberg/Mingus; Lux disclaims beneficial ownership of Seaberg/Mingus shares |
| Director ownership guidelines | Directors expected to own ≥3× annual retainer; as of Mar 21, 2025, all directors either met or were in their 5‑year phase‑in; directors with >10× guideline may elect equity in cash (Lux so elected in 2024) |
| Hedging/pledging policies | Hedging and pledging prohibited; as of proxy date, no directors or executive officers had shares pledged |
Governance Assessment
- Board effectiveness/engagement: Board and committees were active (11/8/9 meetings for Board/Audit/HRC in 2024); all directors >75% attendance; independent directors held three executive sessions, supporting oversight rigor .
- Independence and role clarity: Chair is non‑independent; all committees and their chairs are independent; executive sessions run by an independent director; structure allows management oversight while leveraging Lux’s sector expertise amid industry headwinds .
- Ownership alignment: Very high “skin‑in‑the‑game” (35.7% beneficial ownership), comfortably exceeding guidelines; policy prohibits hedging/pledging, reducing alignment risk .
- Compensation alignment (director): Cash retainer plus annual equity award; no 2024 increase; Lux elected equity in cash (permissible for >10× guideline holders), which modestly lowers ongoing equity exposure from annual grants but is mitigated by his substantial existing ownership .
- Potential conflicts/RED FLAGS:
- Related‑party real estate: Historical lease and 2024 purchase from an entity owned 100% by Lux; however, arm’s‑length terms, independent appraisals, and Audit Committee approval mitigate concerns .
- Family employment: Nephew (Paul T. Lux) in VP role with compensation disclosed; Audit Committee approval reduces conflict risk perception .
- Concentrated influence: Luxco Sellers’ nomination rights under Shareholders Agreement and large Lux Family Group stake could concentrate influence; balanced by independent committee structures and annual elections .
- Say‑on‑Pay environment: Strong shareholder support in 2024 (97% of common; 94% of preferred) suggests overall investor confidence in compensation governance, albeit focused on executives rather than directors .
Director Compensation (Detail)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Donn Lux | 165,000 | — | 165,000 |
Program terms: $75k annual cash retainer; $90k annual equity award (immediate vesting); additional $70k annual retainer for non‑executive Chairman; chair fees for committee chairs (Audit $15k; HRC $10k; N&G $8k). Directors may elect to take cash in stock; those with >10× ownership guideline may take equity in cash .
Insider Filings
- Section 16(a) compliance for 2024: Based on company review, all required insider reports were timely filed (directors/executives/10% holders) .
Notes on Committee Composition (for context)
- Audit: independent; reviews financial reporting, ERM, and approves related‑party transactions; several members designated “audit committee financial experts” .
- Human Resources & Compensation: independent; oversees exec and director compensation; uses independent consultant (FW Cook) .
- Nominating & Governance: independent; oversees director nominations, board evaluations, and governance matters .
Overall: Lux brings deep industry operating expertise and outsized ownership. Key governance watch‑items are the non‑independent Chair role, the Shareholders Agreement nomination rights, and the related‑party real estate transaction and family employment; each has mitigating controls (independent committees, audit oversight, documented arm’s‑length processes). Investors should monitor any future related‑party dealings and the board’s continued use of executive sessions and independent leadership to sustain confidence .