Karen Seaberg
MGP INGREDIENTSAbout Karen L. Seaberg
Independent Group B director of MGP Ingredients since 2009; age 77. Former non-executive Chairman of the Board (2014–2024); transitioned to director role effective January 1, 2025 when Donn Lux was appointed Chairman. Current committee assignments: Human Resources & Compensation and Nominating & Governance. The Board has determined she is independent under Nasdaq rules. Biography notes small business ownership and extensive company/institutional knowledge from leading strategy and transformative M&A (Luxco acquisition) while Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGP Ingredients | Chairman of the Board (non-executive) | 2014–2024 | Led Board through Luxco acquisition; oversaw ~$1B strategic M&A 2009–2023; deep institutional knowledge cited as basis for strategy-setting |
| Domenique’s Bakery | Owner | 2018–present | Small business operator |
| Seaberg Real Estate LLC | Owner | 2018–present | Small business operator |
| Potato Hill Farms LLC | Owner | 2023–present | Small business operator |
| Travel Center of Atchison | Minority Owner | 2000–2015 | Small business operator |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Heartland Chapter, NACD | Member | 2010–present | Director governance community involvement |
| Kansas City Chapter, Women Corporate Directors | Board Member | 2018–present | Board network participation |
| Cray Medical Research Organization (Univ. of Kansas Med Center) | Vice Chair, Board | 1990–present | Community/health research leadership |
| Atchison Amelia Earhart Foundation | President/Founder | 2016–present | Civic leadership |
| Lewis and Clark Trust | Board Member | 2016–present | Civic/heritage |
| International Forest of Friendship | Board Member | 2022–present | Civic |
| Atchison Area Chamber of Commerce | Board Member | 1998–2004 | Civic |
| Riverbend Regional Healthcare Board | Board Member | 1990–2004 | Community health |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all directors except Donn Lux are independent; Seaberg is independent |
| Committee assignments | Human Resources & Compensation (member); Nominating & Governance (member) |
| Committee chair roles | None (not a chair) |
| Attendance | In 2024, each then-serving director attended >75% of Board/committee meetings on which they served; Board met 11x, Audit 8x, HRC 9x, N&G 6x; independent directors held 3 executive sessions |
| Leadership change | Donn Lux appointed Chairman effective Jan 1, 2025, succeeding Seaberg (Chair 2014–2024) |
| Executive sessions | Led by an independent director (Chair is non-independent) |
Fixed Compensation (Non-Employee Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Payable quarterly |
| Annual equity award | $90,000 in common stock | Vests immediately; directors with >10x guideline may elect cash instead |
| Committee chair retainers | Audit Chair $15,000; HRC Chair $10,000; N&G Chair $8,000 | Payable quarterly; Seaberg not a chair |
| Non-executive Chairman retainer | Additional $70,000 | Applicable while serving as Chair of the Board |
| 2024 director compensation (Seaberg) | Cash $235,000; Stock awards $0; Total $235,000 | Elected to receive equity compensation in cash; reflects base retainer + equity value + Chair retainer |
Performance Compensation (Director)
| Item | 2024 Detail | Metrics/Vesting |
|---|---|---|
| Annual equity grant policy | $90,000 stock award (immediately vesting) for non-employee directors | No performance metrics; vests immediately |
| Seaberg 2024 equity form | Elected to receive equity award value in cash (stock awards $0 shown) | Permitted for directors with >10x guideline ownership |
| Options/PSUs | None disclosed for directors | Not part of director pay mix |
| Clawback | Company maintains SEC/Nasdaq-compliant clawback for Section 16 officers (not directors) | Covers erroneously awarded incentive-based comp for three prior years post-restatement |
Note: Non-employee director compensation is not performance-based; equity is time-based and immediately vests; Seaberg’s choice to take cash reflects her ownership level (>10x guideline) rather than a shift in pay philosophy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public-company boards | None disclosed in the proxy biography |
| Shareholders Agreement interlock | Under the April 1, 2021 Shareholders Agreement, Luxco Sellers nominate certain Group A directors; Seaberg and Lori Mingus agreed to vote all common shares they beneficially own and control in favor of Luxco Sellers’ Group A nominees |
| Group B director status | Seaberg is a Group B director (elected by preferred stockholders) |
Expertise & Qualifications
- Strategic leadership, M&A, and public company leadership experience; led the Board through Luxco acquisition in 2021, transforming MGP into a branded spirits company with national and international distribution .
- Deep institutional knowledge from 15+ years on Board and 10 years as Chair; oversight of nearly $1B in strategic M&A (2009–2023) including the Lawrenceburg distillery purchase in 2011 .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership – Common | 2,454,065 shares (11.5%) as of March 21, 2025 |
| Beneficial ownership – Preferred | 297 shares (68.0%) as of March 21, 2025 |
| Voting/dispositive power detail | Sole voting 2,128,087; shared voting 325,978; sole dispositive 2,128,087; shared dispositive 325,978; disclaims beneficial ownership in 1,818,101 shares held by Cray Partnership except to extent of pecuniary interest |
| Stock ownership guidelines (directors) | 3× annual retainer; must meet within 5 years; as of March 21, 2025, all NEDs met or are within phase-in |
| Ownership vs guideline | Seaberg owns >10× guideline; elected to receive 2024 equity award in cash |
| Pledging/Hedging | Company prohibits hedging and pledging; as of proxy date, no directors or executive officers had shares pledged |
| Section 16 compliance | Company states all 2024 Section 16 filings were timely |
Governance Assessment
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Strengths
- Independent director with long tenure, prior Chair experience, and continuity through major strategic shifts; active on HRC and N&G committees (both fully independent) .
- Robust ownership alignment: 11.5% of common and 68.0% of preferred; exceeds ownership guidelines by >10×; no pledging allowed and none pledged .
- Board-level governance practices include annual elections, independent committee chairs/members, and regular executive sessions (3 in 2024) .
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Potential Risks/Conflicts
- Concentrated influence: As a Group B director and holder of 68% of preferred stock, Seaberg exerts significant influence over Group B elections .
- Voting alignment with Luxco Sellers: Under the Shareholders Agreement, Seaberg agreed to vote all common shares she controls in favor of Luxco Sellers’ Group A nominees, creating a voting bloc with Lux Family Group influence over Board composition .
- Leadership transition: Shift of Chair role to non-independent director (Donn Lux) may heighten reliance on independent director executive sessions for oversight; independent director leads those sessions .
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Compensation and Engagement Signals
- Director pay structure stable in 2024; Seaberg’s $235,000 (cash) reflects standard retainer, equity value taken in cash due to high ownership, and Chair retainer for the period she served as Chair, indicating ongoing engagement and alignment .
- Attendance threshold met (>75% for all directors in 2024), supporting engagement .
RED FLAGS
- Voting agreement with Luxco Sellers (potential entrenchment risk via coordinated voting) .
- High concentration of preferred ownership (68%) affecting Group B director elections and potential Board balance .