Todd Siwak

About Todd B. Siwak

Independent Group A director at MGP Ingredients since 2022; age 62. Currently Managing Partner at Encore Management Group, and a seasoned consumer/CPG operator and PE operating partner with a track record in large-scale M&A integration and portfolio optimization. Highlights include overseeing >$6B of M&A and ~$300M of capital expansion at Ferrero/Ferrara; improving Ferrara profitability by ~150%; and turning Nestlé’s U.S. candy business from double-digit declines to double-digit growth under Ferrero ownership . The Board has determined he is independent under Nasdaq standards; in 2024 each then‑serving director attended >75% of Board/committee meetings (Board met 11x; Audit 8x; HRCC 9x; N&G 6x) .

Past Roles

External Roles

Board Governance

• Committees: Audit; Human Resources & Compensation (HRCC); Nominating & Governance (N&G). Not a committee chair .
• Independence/attendance: Board deems all directors except the non‑employee Chair (Donn Lux) independent; all then‑serving directors attended >75% of meetings in 2024 (Board 11; Audit 8; HRCC 9; N&G 6). Independent directors held three executive sessions in 2024 .
• Audit expertise designation: The Board identified Clark, Gerke, Lopez, Rauckman, and Roper as “audit committee financial experts”; Siwak is not listed among ACFEs .
• Nomination rights/interlocks: Mr. Lux and Mr. Siwak were nominated as Group A directors pursuant to the Shareholders Agreement that grants Luxco Sellers nomination rights (they owned ~23% of common stock as of Mar 21, 2025), with Seaberg and Mingus agreeing to vote their shares for the Luxco nominees .
• Compensation committee interlocks: None disclosed; no HRCC member is/was an officer of the Company, and no executive serves on a board/committee that would create an interlock with MGPI .

Fixed Compensation (Director)

Program design for non‑employee directors: $75,000 annual cash retainer; $90,000 annual equity in common stock vesting immediately; chair retainers (Audit $15,000; HRCC $10,000; N&G $8,000); additional $70,000 for non‑executive Chairman; directors may take cash in stock; directors far above ownership requirements may elect equity in cash .

Performance Compensation (Director)

Note: Performance metrics (Adjusted OI/EBITDA/EPS) apply to executive STI/LTI, not to director compensation .

Other Directorships & Interlocks

• HRCC interlocks: None disclosed for MGPI’s HRCC or executives .

Expertise & Qualifications

• Scaled consumer portfolios via M&A and capex: Oversaw >$6B in transactions and ~$300M in capex at Ferrero/Ferrara; integrated Ferrara and Nestlé U.S. candy assets .
• Operational turnaround impact: Improved Ferrara profitability by ~150%; shifted Nestlé U.S. candy from double‑digit sales declines to double‑digit growth under Ferrero .
• Entrepreneur/operator/PE playbook: Co‑founded and exited TRG Accessories ($150M sale); operating partner at L Catterton driving value creation across CPG/services .

Equity Ownership

• Director stock ownership guidelines: 3x annual retainer; 5‑year compliance window; as of Mar 21, 2025 (Apr 14 for new directors), all non‑employee directors had met or were in phase‑in .
• Hedging/pledging policy: Hedging, short sales, and pledging prohibited; as of the proxy date, no directors or executive officers had shares pledged .

Related‑Party/Conflicts Scan

• Related‑party policy: Audit Committee reviews/approves related‑person transactions >$120,000; interested members recused; approvals only if in best interests of stockholders .
• 2024 transactions disclosed involve facilities leased/then purchased from an entity owned by the non‑independent Chair (Donn Lux) and employment of relatives of Lux and former CEO Bratcher; these were reviewed/approved and/or conducted at arm’s‑length with independent appraisals where applicable .
• No related‑party transactions involving Mr. Siwak are disclosed in the proxy .

Governance Assessment

Positive signals:

• Triple‑committee service (Audit, HRCC, N&G) with Board‑affirmed independence and >75% attendance by all then‑serving directors in 2024 enhances oversight capacity .
• Strong alignment markers: elected to receive most of cash retainer in stock; director equity vests immediately; directors subject to ownership guidelines and anti‑hedging/pledging policy; no pledges outstanding .
• Depth in consumer, M&A, and integration brings relevant operating expertise to MGPI’s branded spirits and ingredients portfolio .

Watch items:

• Shareholder‑agreement nomination: Siwak is a Group A nominee designated under Luxco Sellers’ nomination rights; Lux family and aligned holders are significant shareholders (Lux Family Group 35.7% common; nomination rights at ~23% Luxco Sellers ownership). This structure can concentrate influence, though the Board classifies Siwak as independent .
• Audit Committee financial expert: Not designated as an ACFE (others on Audit are). Given Audit membership, reliance on designated ACFEs (Gerke, Lopez, Rauckman, Roper) is a mitigant .

No Section 16 filing delinquencies for 2024 were identified (all required reports timely filed), reducing governance‑process risk .