Julie Francis
MGP INGREDIENTSAbout Julie Francis
Julie Francis (age 54) was appointed President and Chief Executive Officer of MGP Ingredients effective July 21, 2025. She brings 30+ years in branded food and beverage leadership, including COO of Schwan’s Company, SVP at Constellation Brands (Total Beverage Alcohol), and senior roles at The Coca-Cola Company; she serves on the board of Ascend Wellness Holdings and holds a B.S. in business administration from Alfred University . Upon her appointment, MGP reaffirmed full-year 2025 guidance; executive pay programs emphasize Adjusted Operating Income, Adjusted EBITDA, and Adjusted Basic EPS as key performance measures for incentives . Company context: MGPI’s five‑year TSR (2019–2024) was $84.42 versus $153.88 for the Russell 2000 Consumer Staples Index; 2024 “pay-for-performance” calibration led to no STI or LTI payouts for NEOs as thresholds were not met, underscoring discipline in incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schwan’s Company | Chief Operating Officer | 2021–2024 | Led large-scale consumer foods operations; prior role as President, Consumer Brands (Americas) . |
| Schwan’s Company | President, Consumer Brands, Americas | 2018–2020 | Drove branded portfolio execution across retail channels . |
| Constellation Brands | SVP, Commercial & Category Development – Total Beverage Alcohol | 2017–2018 | Led commercial/category development across TBA platform . |
| The Coca-Cola Company/Coca-Cola Enterprises | Various leadership roles | — | Key role integrating U.S. segments to create Coca‑Cola Refreshments (U.S.) subsidiary . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ascend Wellness Holdings (AAWH) | Director | Current | Must resign from cannabis-related activities per MGPI offer letter conditions . |
| Nottingham Spirk | Board Advisory Director | Prior | Product innovation advisory role . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $900,000 annual base salary; may be increased, not decreased, by HRCC . |
| Location | Principal place of employment: St. Louis, Missouri . |
| Automobile Allowance | $1,200 per month plus gas allowance per Company policy . |
| Relocation/Commuting Stipend | $100,000 taxable stipend: $25,000 at start, then $25,000 at 3, 6, and 9 months if employed on those dates . |
| Legal Fee Reimbursement | $10,000 taxable payment for legal expenses related to employment documentation . |
| Sign-on Cash Bonus | $100,000 at or about start; repayable if employment ends before one-year anniversary due to voluntary resignation or termination for Cause . |
Performance Compensation
Short-Term Incentive (STI)
| Feature | Terms |
|---|---|
| Target Opportunity | 100% of base salary (pro-rated for 2025 service period) . |
| Payout Range | Threshold 50% of target; Maximum 200% of target . |
| Metrics | Company performance conditions consistent with other executives; MGPI’s core metrics: Adjusted Operating Income, Adjusted EBITDA, Adjusted Basic EPS . |
| Change-in-Control (CIC) | From Jan 1, 2025, STI uses “double trigger”: on CIC plus termination without cause, pro‑rated award based on actual performance for the year of CIC; prior-year unpaid awards payable; death/disability pro‑rated based on actual performance . |
Long-Term Incentive (LTI) – Annual Program
| Instrument | Target Mix | Vesting | Performance Period/Pay Curve |
|---|---|---|---|
| PSUs | 75% of LTI value | 100% cliff vest on third anniversary of grant date | One‑year measurement on 2025 Adjusted Operating Income, Adjusted EBITDA, Adjusted Basic EPS; payout 50%–200% of target . |
| RSUs | 25% of LTI value | 1/3 annually on each anniversary of grant date | Time‑based vesting; service condition only . |
| 2025 LTI Target Value | $2,300,000 (also targeted at $2,300,000 for 2026) . |
Sign‑On Stock Option Award
| Feature | Terms |
|---|---|
| Grant Size Formula | Number of options = $1,500,000 ÷ (38% × MGPI closing share price on grant date) . |
| Vesting | 2‑year cliff vest (100% at second anniversary) . |
| Term | 10 years from grant date (subject to earlier termination per award terms) . |
| Exercise Price | Closing price on grant date . |
| Acceleration | Vests on death or disability; vests on qualifying termination (without cause or for good reason) within 18 months post‑CIC if not already accelerated by plan . |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Ownership Guidelines | CEO required to own shares valued at 5× base salary; compliance within five years of becoming an executive officer . |
| Hedging/Pledging | Hedging and pledging of Company stock are prohibited for directors and officers; as of proxy date, no directors or executives had pledged shares . |
| Clawback | Company has an SEC/Nasdaq‑compliant incentive compensation clawback for Section 16 officers (3‑year lookback post‑restatement) ; stock option agreement subject to compensation recovery policies . |
| Initial Equity Alignment | 2025 LTI grants (75% PSUs, 25% RSUs) plus sign‑on options with 2‑year cliff and 10‑year term align upside with performance and tenure . |
Employment Terms
| Topic | Terms |
|---|---|
| Start Date | July 21, 2025 . |
| Employment At‑Will | Yes (offer letter specifies at‑will) . |
| Severance Plan | Eligible under Executive Severance Plan; CEO multiplier is 2× base salary, plus pro‑rated STI based on actual performance and limited COBRA reimbursement; plan terms govern (subject to letter modifications) . |
| Good Reason – Modifications | If she resigns from cannabis-related activities and is not nominated to the Board at the 2026 Annual Meeting, that constitutes Good Reason; relocation >75 miles due to new HQ not Good Reason if aligned with Board; cure rights before termination for certain causes . |
| Cause – Modifications | Failure to resign from cannabis-related business activities by 2026 Annual Meeting constitutes Cause; curable violations require notice and 30‑day cure period . |
| Restrictive Covenants | 18‑month post‑employment non‑compete; 24‑month non‑solicit of employees and customers; robust confidentiality and IP assignment obligations . |
| Board Service | Anticipated to join Board at 2026 Annual Meeting, subject to nomination and shareholder vote . |
Performance Compensation – Metric Framework (Company Program Reference)
| Metric | Typical Use | Notes |
|---|---|---|
| Adjusted Operating Income | STI and PSUs | Core profitability driver; 2024 STI/LTI used AOI and was most heavily weighted in 2024 STI (context) . |
| Adjusted EBITDA | STI and PSUs | Common investor metric . |
| Adjusted Basic EPS | STI and PSUs | Full earnings performance . |
2024 outcomes for context: Thresholds not met, resulting in no STI cash bonuses and no 2024 LTI RSU issuance for NEOs; reinforces pay-for-performance rigor .
Governance, Say‑on‑Pay, and Peer Design
- Say‑on‑pay: 2024 approval exceeded 94% of preferred and 97% of common shares voting, signaling strong investor support for compensation design .
- 2025 LTI redesign: Shift from 100% RSU to 75% PSU/25% RSU mix, adding forward‑looking performance goals and multi‑year vesting to enhance alignment and retention .
Investment Implications
- Alignment upshift: 75% PSUs with one‑year performance measurement and 3‑year cliff vesting, plus prohibition on hedging/pledging and a 5× salary ownership guideline, increase pay‑performance alignment and reduce misalignment risk .
- Retention and selling pressure: Two‑year cliff on sizable sign‑on options and multi‑year RSU/PSU vesting reduce near‑term insider selling pressure; double‑trigger CIC across equity (and STI from 2025) limits windfalls and aligns with governance best practices .
- Contract levers and risks: Enhanced Good Reason protection tied to 2026 Board nomination and cannabis role exit introduces explicit governance conditions; non‑compete (18 months) and non‑solicits (24 months) mitigate transition risk if departure occurs .
- Execution track record: Senior operating roles at scaled consumer/beverage companies (Schwan’s, Constellation, Coca‑Cola) and MGPI’s reaffirmed 2025 outlook at appointment support confidence in near‑term plan delivery, though company TSR lag vs peer index underscores the need for improved long‑term value creation .