Lori Mingus
MGP INGREDIENTSAbout Lori Mingus
Lori L. S. Mingus, age 55, has served as an independent Group B director of MGP Ingredients since 2020; her principal occupation is Principal and Owner of Torpa Design Co. . She brings strategic branding expertise, community leadership in Atchison, Kansas, and deep institutional knowledge as the fourth generation of the founding Cray family, with Board service focused on the Company’s branded spirits strategy and legacy stewardship . She currently serves on the Human Resources and Compensation Committee and the Nominating and Governance Committee, and is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Torpa Design Co. | Principal and Owner | 2005–present | Branding and design expertise informing MGP’s branded spirits strategy |
| MGP Ingredients (Board) | Independent Director (Group B) | Director since 2020 | Strategic guidance through Luxco acquisition and integration; custodian of MGP legacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Evah C. Cray Historical Museum | Trustee | 2017–present | Local community leadership |
| Atchison Amelia Earhart Foundation | Board Member | 2016–present | Community engagement |
| Cray Medical Research Organization (University of Kansas Medical Center) | Board Member | 2016–present | Community engagement |
Board Governance
- Independence and roles: Mingus is independent and serves on the Human Resources and Compensation Committee and the Nominating and Governance Committee; she is not a committee chair .
- Committee membership snapshot (as of the proxy date): Audit Committee chaired by Neha J. Clark; Human Resources and Compensation Committee chaired by Thomas A. Gerke; Nominating and Governance Committee chaired by Kevin S. Rauckman; all committee members and chairs are independent under Nasdaq/SEC rules .
- Board leadership: Donn Lux is the non‑employee but non‑independent Chairman effective January 1, 2025; independent directors hold executive sessions led by an independent director .
- Meetings and attendance: In 2024, the Board met 11 times; Audit met 8 times; Human Resources and Compensation met 9 times; Nominating and Governance met 6 times; each then‑serving director attended more than 75% of the meetings of the Board and their committees; eight of nine directors attended the prior annual meeting .
- Evaluation and governance processes: Annual Board and committee evaluations overseen by Nominating and Governance; corporate governance guidelines and charters available on IR site .
- Stock ownership guidelines and trading policy: Non‑employee directors must own shares equal to three times annual retainer within five years; hedging and pledging are prohibited and, as of the proxy, no directors or executive officers had shares pledged .
- Related party oversight: Audit Committee reviews and approves related party transactions and approved employment of Drake Bratcher and Paul T. Lux, indicating active oversight of potential conflicts .
Committee Assignments (Mingus)
| Committee | Role | Chair? |
|---|---|---|
| Audit | Not a member | No |
| Human Resources and Compensation | Member | No |
| Nominating and Governance | Member | No |
Fixed Compensation
- Program structure (non‑employee directors): $75,000 annual cash retainer; annual equity award in common stock valued at $90,000, vests immediately; chair retainers ($15,000 Audit; $10,000 Human Resources and Compensation; $8,000 Nominating and Governance); extra $70,000 cash retainer for non‑executive Chairman; non‑employee directors may elect to take cash compensation in stock; directors owning >10x their ownership requirement may elect to receive annual equity award in cash .
- 2024 elections impacting Mingus: Mingus, Lux, and Seaberg each owned >10x their stock ownership requirement and elected to receive equity compensation in cash for 2024 .
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lori L. S. Mingus | 165,000 | — | 165,000 |
| Compensation Element | Amount/Terms |
|---|---|
| Annual Cash Retainer | $75,000; payable quarterly |
| Annual Equity Award | $90,000 in common stock; vests immediately (or cash election if >10x guideline) |
| Committee Chair Retainers | Audit Chair $15,000; HRCC Chair $10,000; N&G Chair $8,000 |
| Chairman Retainer | Additional $70,000 for non‑executive Chairman |
Performance Compensation
- Director compensation is not tied to performance metrics; RSU awards for incoming directors vest based on service with dividend equivalents; Mingus elected cash in lieu of equity in 2024 due to holdings exceeding 10x guideline .
- RSU vesting terms (for 2025 appointees): RSUs vest on the second anniversary of grant; include dividend equivalents; forfeiture upon termination before vesting; settlement within 45 days post‑vesting .
| Performance‑Linked Metrics for Director Pay | Status |
|---|---|
| Financial or TSR metrics | None disclosed for directors; service‑based vesting only for RSUs |
Other Directorships & Interlocks
- Public company directorships: Mingus’s proxy biography lists community/non‑profit boards; no public company directorships are listed for Mingus .
- Shareholders Agreement/interlock: The Shareholders Agreement grants Luxco Sellers nomination rights for Group A directors and states Seaberg and Mingus agreed to vote all shares they beneficially own and control in favor of Luxco Sellers’ Group A director nominees, representing an alignment mechanism that may influence Board composition .
Expertise & Qualifications
- Skills and qualifications: M&A and public company leadership, strategic branding/marketing from Torpa Design, and institutional knowledge as fourth‑generation of founding Cray family; supports branded spirits strategy and community ties in Atchison .
Equity Ownership
| Holder | Common Shares | % of Common | Preferred Shares | % of Preferred |
|---|---|---|---|---|
| Lori L. S. Mingus | 28,328 | <1% | — | — |
- Shares outstanding and voting context: As of the record date (March 21, 2025), 21,270,343 common shares and 437 preferred shares were outstanding for the 2025 annual meeting .
- Ownership guidelines status: As of March 21, 2025, each non‑employee director has met the stock ownership guidelines or is within the five‑year phase‑in; Mingus owned >10x her requirement and elected to receive the 2024 annual equity award in cash .
- Hedging/pledging: Company policy prohibits hedging and pledging; as of the proxy, no directors or executive officers had shares pledged .
Say‑on‑Pay & Shareholder Votes (Context for Governance Oversight)
| Proposal (2024 Annual Meeting) | Class | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | Common | 18,166,696 | 404,789 | 41,314 | 1,293,310 |
| Say‑on‑Pay (Advisory) | Preferred | 297 | 18 | 0 | 0 |
| Auditor Ratification (KPMG LLP) | Common | 19,622,320 | 264,962 | 18,827 | 0 |
| Auditor Ratification (KPMG LLP) | Preferred | 315 | 0 | 0 | 0 |
Governance Assessment
- Board effectiveness: Mingus is an engaged independent director with committee roles in HRCC and N&G; the Board and committees meet regularly, and directors meet attendance expectations, supporting governance stability and oversight quality .
- Alignment and incentives: Mingus’s equity ownership exceeds guideline thresholds and her 2024 compensation was entirely cash (equity award taken in cash), reflecting strong existing ownership but less incremental equity dilution; guidelines compliance supports investor alignment .
- Potential conflicts and RED FLAGS:
- Shareholders Agreement voting commitment: Mingus agreed to vote shares in favor of Luxco Sellers’ Group A nominees, which can entrench Luxco influence and may limit independent discretion in director nominations (RED FLAG for potential board composition influence) .
- Non‑independent Chairman: Donn Lux serves as non‑independent Chairman; while independent executive sessions occur, the role may concentrate influence (monitoring point) .
- Related party exposure: Audit Committee’s approval of employment for relatives (Drake Bratcher and Paul T. Lux) indicates related party considerations requiring ongoing oversight (indicator of potential conflicts, though formally overseen) .
- Controls and safeguards: Independent committee memberships/chairs, prohibition on hedging/pledging, and active audit oversight of related parties mitigate risk and support investor confidence .