Thomas Gerke
MGP INGREDIENTSAbout Thomas A. Gerke
Independent Group A Director since 2021; age 68. Former General Counsel and Chief Administrative Officer at H&R Block, with prior executive roles including President & CEO of Embarq and Executive Vice Chairman of CenturyLink; extensive legal, regulatory, risk management, and human capital leadership with audit committee financial expert designation . Board independence affirmed by MGPI’s Board; eight of nine current directors are independent (Mr. Lux is non‑independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H&R Block, Inc. | General Counsel & Chief Administrative Officer; Senior Vice President; Interim CEO | 2012–2022; Interim CEO 2017 | Led legal/regulatory and human capital initiatives; senior executive leadership |
| YRC Worldwide | EVP, General Counsel & Secretary | 2011 | Legal leadership |
| CenturyLink (later Lumen) | Executive Vice Chairman | 2009–2010 | Strategic oversight in telecom transition |
| Embarq Corporation | President & CEO; Interim CEO; EVP roles | 2006–2009 | Operational leadership during industry transition |
| Sprint Nextel | EVP & General Counsel | 2003–2006 | Legal and external affairs leadership |
| Smith Gill Fisher & Butts LLP | Corporate/M&A Lawyer | 1985–1994 | Legal practice (M&A) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Consolidated Communications Holdings (Nasdaq: CNSL) | Board Member | 2013–2024 | Audit committee financial expert |
| Tallgrass Energy GP, LLC (GP of Tallgrass Energy, LP (NYSE: TGE)) | Board Member | 2015–2020 | Energy infrastructure oversight |
| CenturyLink (NYSE: CTL) | Board Member | 2009–2010 | Telecom board experience |
| Embarq (NYSE: EQ) | Board Member | 2008–2009 | Telecom board experience |
Board Governance
- Committee assignments (current): Audit Committee member; Human Resources & Compensation Committee Chair; Nominating & Governance Committee member; audit committee financial expert .
- Independence: Independent under Nasdaq standards; all committee members are independent .
- Attendance/engagement: In 2024, Board met 11 times; Audit met 8; HRCC met 9; Nominating & Governance met 6; all then‑serving directors attended >75% of meetings; eight of nine directors attended the 2024 annual meeting; independent directors held three executive sessions in 2024 .
- Risk oversight: Audit oversees ERM and cybersecurity; HRCC oversees compensation/human capital; N&G oversees governance and sustainability (except human capital) .
| Metric | 2023 | 2024 |
|---|---|---|
| Board Meetings (#) | 13 | 11 |
| Audit Committee Meetings (#) | 8 | 8 |
| HR & Compensation Meetings (#) | 5 | 9 |
| Nominating & Governance Meetings (#) | 5 | 6 |
| Director Attendance Threshold | >75% for all directors | >75% for all directors |
| Independent Director Executive Sessions (#) | 2 | 3 |
Fixed Compensation
MGPI non‑employee director program (current structure):
- Annual cash retainer: $75,000; Chair retainers: Audit $15,000; HRCC $10,000; N&G $8,000; Chairman add’l $70,000; annual equity award: $90,000, vests immediately; option to take cash in stock; certain large holders may elect equity in cash .
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2023 | $82,526 | $89,974 | $172,500 | Elected to receive $82,325 of cash in stock |
| 2024 | $85,033 | $89,967 | $175,000 | Elected to receive $84,795 of cash in stock |
Performance Compensation
Directors do not have performance‑based incentive metrics; equity awards for directors are time‑vested (immediate vest on grant) with no performance conditions disclosed .
| Component | Metric | Weighting/Targets | Outcome |
|---|---|---|---|
| Director equity grant | None (time‑based only) | N/A | Annual common stock grant, $90,000 value, vests on grant |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for 2025; prior service includes CNSL, Tallgrass, CenturyLink, Embarq .
- Interlocks: No compensation committee interlocks or insider participation disclosed; MGPI states no executive reciprocity or interlocks impacting HRCC .
- Service limits: Audit committee members limited to two other public company audit committees without Board approval; overall public board service limits enforced .
Expertise & Qualifications
- Legal and regulatory leadership (GC roles at four public companies) .
- Risk management and governmental affairs oversight .
- Human capital leadership (interim CEO; HR leadership at H&R Block) .
- Strategic M&A and business development experience; audit committee financial expert .
Equity Ownership
- Beneficial ownership (common): 7,285 shares; <1% of common and preferred outstanding as of March 21, 2025 . Previously 4,770 shares as of March 25, 2024; <1% .
- Stock ownership guidelines: Directors expected to own ≥3x annual retainer; all directors either met guidelines or were within five‑year phase‑in as of March 21, 2025 .
- Hedging/pledging: Prohibited; no director/executive shares pledged as of proxy date .
| Metric | 2024 | 2025 |
|---|---|---|
| Common Shares Owned (#) | 4,770 | 7,285 |
| Ownership % (Common) | <1% | <1% |
| Ownership % (Preferred) | — | — |
| Pledged/Hedged | None (company‑wide prohibition) | None (company‑wide prohibition) |
| Guideline Status | In compliance/phase‑in (board‑wide) | In compliance/phase‑in (board‑wide) |
Governance Assessment
- Committee leadership: As HRCC Chair, Gerke oversees pay‑for‑performance and human capital; MGPI uses FW Cook as independent compensation consultant; peer group reviewed annually; governance of recoupment and ownership guidelines is robust .
- Investor confidence signals: Say‑on‑pay support in 2024 exceeded 94% (preferred) and 97% (common), indicating strong endorsement of compensation oversight under HRCC .
- Independence and engagement: Independent status and active committee roles; attendance exceeds 75%; presence in executive sessions supports independent oversight .
- Conflicts/related parties: No related‑party transactions disclosed involving Gerke; Audit Committee (where Gerke serves) reviews/approves related‑party transactions; 2023–2024 transactions involved facilities leased and purchased from an entity owned by Chairman Lux; Audit Committee approved; family employment disclosures (Bratcher’s son; Lux family member) approved by Audit Committee .
- Risk/RED FLAGS:
- Related‑party transactions (Lux family facilities lease/purchase) require continued scrutiny; oversight process described and approvals obtained at arm’s length .
- No Section 16 reporting issues noted for 2024 (board‑wide); 2023 had a minor late filing for another director, not Gerke .
- Strong clawback compliance (SEC/Nasdaq) and prohibition on repricing options reduce governance risk .
Overall, Gerke’s legal/regulatory depth, HRCC leadership, audit expertise, and consistent attendance support board effectiveness and investor confidence, with no direct conflicts disclosed; continued audit oversight of Lux‑related transactions remains prudent .