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May 21, 2025
|
Virtual Annual Meeting Site:
|
8:00 a.m., Central Daylight Time
|
www.virtualshareholdermeeting.com/INGR2025
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Letter from our President and CEO
|
|||
![]() ![]()
5 Westbrook Corporate Center
Westchester, Illinois 60154
|
April 9, 2025
|
||
Dear Fellow Stockholders:
|
|||
It is my pleasure to invite you to Ingredion Incorporated’s 2025 Annual Meeting of
Stockholders on Wednesday, May 21, 2025, at 8:00 a.m., Central Daylight Time. The annual
meeting will be conducted exclusively via the Internet and can be accessed by visiting
www.virtualshareholdermeeting.com/INGR2025
, where you will be able to listen to the
virtual annual meeting live, submit questions, and vote online.
|
|||
This year’s stockholders Q&A session will include questions submitted both live at the virtual
meeting and in advance. You may submit a question in advance of the annual meeting at
www.proxyvote.com
after logging in with the 16-digit control number provided on your
proxy card, voting instruction form, or notice of availability of proxy materials. Shortly after
the annual meeting, we will post the questions submitted in accordance with the meeting
rules of conduct and procedures and the associated answers on our Investor Relations
website (
https://ir.ingredionincorporated.com/events-and-presentations
). Similar questions
on the same topic may be answered as a group.
|
|||
As in previous years, we will furnish proxy materials to our stockholders primarily through
the Internet. On April 9, 2025, we mailed to most of our stockholders a Notice of Internet
Availability of Proxy Materials. This notice contains instructions on how to access our proxy
statement and 2024 Annual Report to Stockholders and how to submit your proxy or voting
instructions online. The accompanying proxy statement contains instructions on how you
can request a paper or electronic copy of the proxy statement and annual report, if you
received only a notice of availability by mail, and how you can elect to receive your proxy
statement and annual report electronically, if you received them by mail. Stockholders who
have previously elected delivery of our proxy materials electronically will receive an e-mail
with instructions on how to access these materials electronically. Stockholders who have
previously elected to receive a paper copy of our proxy materials will receive a full paper set
of these materials by mail.
|
|||
Your vote is important, whether or not you plan to attend the annual meeting, and we
encourage you to vote promptly. You may submit your proxy or voting instructions on the
Internet or via a toll-free telephone number. Alternatively, if you received a paper copy of
the proxy card by mail, you may sign, date, and mail the proxy card in the envelope
provided. Instructions regarding all three methods of submitting your proxy or voting
instructions are contained in the accompanying proxy statement and the proxy card. If you
hold your shares through a bank, broker, or other holder of record, you should submit your
voting instructions in accordance with your voting instruction form or notice provided by the
record holder.
|
|||
Thank you for your support and continued interest in Ingredion.
|
|||
Sincerely,
|
|||
James P. Zallie
President and Chief Executive Officer
|
Ingredion Incorporated
5 Westbrook Corporate Center
Westchester, IL 60154
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING
TO BE HELD ON WEDNESDAY, MAY 21, 2025
The Notice of Annual Meeting of Stockholders, Proxy Statement, and
2024 Annual Report to Stockholders are available at
www.proxyvote.com
.
|
Proposal
|
1
Election of Directors
|
Our Board recommends a vote
FOR
each director nominee
|
|||
The Board of Directors and the Corporate Governance and
Nominating Committee believe that the 11 director nominees
possess the necessary qualifications and experience to
effectively oversee our management and business and
promote the long-term interests of our stockholders.
|
|
||||
Proposal
|
2
Advisory Vote on Compensation of Our Named
Executive Officers
|
Our Board recommends a vote
FOR
this proposal
|
|||
The Company seeks a non-binding advisory vote to approve
the compensation of our named executive officers as
described in the Compensation Discussion and Analysis section
compensation tables and related narrative disclosures
|
|
||||
Proposal
|
3
Ratification of Appointment of KPMG LLP as Our
Independent Registered Public Accounting Firm
|
Our Board recommends a vote
FOR
this proposal
|
|||
The Board of Directors and the Audit Committee believe that
the retention of KPMG LLP to serve as the Company’s
independent registered public accounting firm for the fiscal
year ending December 31, 2025 is in the best interests of the
Company and its stockholders. As a matter of good corporate
governance, stockholders are being asked to ratify the Audit
Committee’s selection of KPMG LLP.
|
|
||||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
i
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
1
|
Proposal 1. Election of Directors
|
||
PROXY STATEMENT
|
Ingredion Incorporated
5 Westbrook Corporate Center
Westchester, IL 60154
|
|
The Board of Directors unanimously recommends that you vote
FOR
the nominees
for election as directors.
|
Director
Since
|
Committee Membership
|
||||||||
Name and Primary Occupation
|
Age
|
AC
|
PCCC
|
CGNC
|
|||||
David B. Fischer
|
Independent Director
|
|||||||||
Former Chief Executive Officer of Greif, Inc.
|
62
|
2013
|
ü
|
||||||
Rhonda L. Jordan
|
Independent Director
|
|||||||||
Former President, Global Health & Wellness, and Sustainability of
Kraft Foods Inc.
|
67
|
2013
|
![]() |
||||||
Gregory B. Kenny
|
Independent Director, Chair
|
|||||||||
Former President and Chief Executive Officer of General Cable
Corporation
|
72
|
2005
|
![]() |
||||||
Charles V. Magro
|
Independent Director
|
|||||||||
Chief Executive Officer of Corteva Agriscience
|
55
|
2022
|
ü
|
||||||
Victoria J. Reich
|
Independent Director
|
|||||||||
Former Senior Vice President and Chief Financial Officer of Essendant
Inc.
|
67
|
2013
|
![]() |
||||||
Catherine A. Suever
|
Independent Director
|
|||||||||
Former Executive Vice President – Finance and Administration and
Chief Financial Officer of Parker-Hannifin Corporation
|
66
|
2021
|
ü
|
2
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
Director
Since
|
Committee Membership
|
||||||||
Name and Primary Occupation
|
Age
|
AC
|
PCCC
|
CGNC
|
|||||
Stephan B. Tanda
|
Independent Director
|
|||||||||
President and Chief Executive Officer of AptarGroup, Inc.
|
59
|
2019
|
ü
|
||||||
Jorge A. Uribe
|
Independent Director
|
|||||||||
Former Global Productivity and Organization Transformation Officer
of The Procter & Gamble Company
|
68
|
2015
|
ü
|
||||||
Patricia Verduin
|
Independent Director
|
|||||||||
Former Chief Technology Officer, Global Technology for Colgate-
Palmolive Company
|
65
|
2023
|
ü
|
||||||
Dwayne A. Wilson
|
Independent Director
|
|||||||||
Former Senior Vice President of Fluor Corporation
|
66
|
2010
|
ü
|
||||||
James P. Zallie
|
|||||||||
President and Chief Executive Officer of the Company
|
63
|
2017
|
|||||||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
3
|
Proposal 1. Election of Directors
|
||
![]() |
David B.
Fischer
Age:
62
Director since:
May 2013
Committees:
People, Culture,
and Compensation
Former Chief Executive Officer
of Greif, Inc.
|
![]() |
Rhonda L.
Jordan
Age:
67
Director since:
November 2013
Committees:
People, Culture, and
Compensation,
Chair
Former President, Global Health &
Wellness, and Sustainability of Kraft
Foods Inc.
|
||
Mr. Fischer served as Chief Executive Officer and a director of
Greif, Inc. from November 2011 to October 2015, and as
President of Greif, Inc. from October 2007 to October 2015.
Greif, Inc. is a manufacturer and provider of industrial
packaging and services for a wide range of industries. Mr.
Fischer serves as a director of Balchem Corporation, a
publicly traded manufacturer of performance ingredients and
products for the food, nutritional, feed, pharmaceutical and
medical sterilization industries, and DoMedia Inc., a privately
held technology company that operates a market for out-of-
home advertising sales.
|
Ms. Jordan served from September 2009 to March 2012 as
President, Global Health & Wellness, and Sustainability of
Kraft Foods Inc., one of the largest consumer packaged food
and beverage companies in North America and one of the
largest worldwide among publicly traded consumer packaged
food and beverage companies. Prior to that service, she held
positions as President of Kraft’s Cheese and Dairy business
unit and its Grocery business unit. Ms. Jordan serves as a
director of ESAB Corporation, an NYSE-listed global
manufacturing and engineering company that provides
fabrication technology products and services. Ms. Jordan is
also lead director of Bush Brothers & Company, a privately
held branded vegetable processor, and a director of I and
Love and You, a privately held branded manufacturer of
grain-free food and healthy chews and treats for pets.
|
||||
Mr. Fischer is also chairman of the board and co-founder of
10x Engineered Materials LLC, a privately held materials
science-based company that manufactures high tech
industrial abrasives. He also is the chairman of the board of
Flexible Products and Services, a wholly-owned subsidiary of
National Scientific Company Limited. Mr. Fischer also serves
as a board member of Partners for Care, a U.S.-based not-
for- profit organization focused on water, health, and
nutrition in developing countries.
|
|||||
Qualifications
The qualifications and experiences the board considered in
determining that Mr. Fischer should serve as a director of
the Company include his service as the Chief Executive
Officer of a public company, his operating and
manufacturing, sales and marketing and general
management experience, including responsibility for
international operations while based in the U.S. and in
Switzerland, his service on the board of a public company
in addition to Ingredion, including his service as a member
of its compensation committee, and his current and prior
service on the boards of privately held companies and not-
for-profit organizations.
|
Qualifications
The qualifications and experiences the board
considered in determining that Ms. Jordan should serve
as a director of the Company include her 25 years of
operating, general management and marketing
experience within a large, publicly held, global
corporation, her service as a director, chair of the
compensation committee and a member of the
nominating and corporate governance committee of
another public company, and her current and prior
service on the boards of privately held companies. In
addition, our board has determined that Ms. Jordan
qualifies as an audit committee financial expert as
defined in Item 407(d)(5) of Regulation S-K of the
Securities and Exchange Commission.
|
4
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
![]() |
Gregory B.
Kenny
Age:
72
Director since:
March 2005
Committees:
Corporate
Governance and Nominating,
Chair
Former President and Chief
Executive Officer of General
Cable Corporation
|
![]() |
Charles V.
Magro
Age:
55
Director since:
May 2022
Committees:
People, Culture, and
Compensation
Chief Executive Officer of Corteva
Agriscience
|
||
Mr. Kenny served as President and Chief Executive Officer of
General Cable Corporation from August 2001 to June 2015.
General Cable Corporation, now part of Prysmian Cables &
Systems, is a manufacturer of aluminum, copper and fiber-
optic wire and cable products. Mr. Kenny is the non-
executive Chairman of Cardinal Health, Inc., an NYSE-listed,
Fortune 15 company that improves the cost-effectiveness of
healthcare. Previously, Mr. Kenny served as a director of AK
Steel Holding Corporation, a formerly NYSE-listed integrated
producer of flat-rolled carbon, stainless and electrical steels
and tubular products through its wholly-owned subsidiary, AK
Steel Corporation, and as a director of the Cincinnati Branch
of the Federal Reserve Bank of Cleveland, IDEX Corporation,
Xtek Inc. (an employee-owned company) and numerous
professional and not-for-profit organizations.
|
Mr. Magro currently serves as the Chief Executive Officer
and a director of Corteva Agriscience, an NYSE-listed global
agriculture company that provides farmers around the world
with a balanced and diverse mix of seed, crop protection and
digital solutions focused on maximizing productivity to
enhance yield and profitability. He has served in this position
since November 2021. Prior to assuming his current role, Mr.
Magro served as a self-employed consultant from April 2021
to November 2021. From January 2018 to April 2021, he
served as the President and Chief Executive Officer of
Nutrien Ltd., a Canadian-based supplier of fertilizer and
other crop inputs, services, and solutions that had
approximately $20 billion in revenue. Mr. Magro previously
served as a director of Canada Pension Plan Investment
Board, a Canadian state-owned pension plan sponsor that
oversees and invests the funds contributed to and held by
the Canada Pension Plan, and Canpotex Ltd., one of the
world’s largest marketers and exporters of potash.
|
||||
Qualifications
The qualifications and experiences the board considered in
determining that Mr. Kenny should serve as a director of
the Company include his service as the Chief Executive
Officer of a public company, his accounting and financial,
operating and manufacturing, sales and marketing and
general management experience, including responsibility
for international operations while living and working
outside the U.S., his service as Ingredion’s Chairman of the
Board and previously as its lead director, his service as a
director on the boards of public companies other than
Ingredion, including service as the Chairman and
previously as the lead director of a Fortune 15 company,
and his service on the boards of not-for-profit
organizations. In addition, our board has determined that
Mr. Kenny qualifies as an audit committee financial expert
as defined in Item 407(d)(5) of Regulation S-K.
|
Qualifications
The qualifications and experiences the board considered
in determining that Mr. Magro should serve as a director
of the Company include his current and prior service as
Chief Executive Officer of public companies, his
accounting and financial, operating and manufacturing,
sales and marketing and general management
experience, including extensive experience with mergers
and acquisitions and responsibility for international
operations while living and working outside the U.S., and
his prior service on the boards of privately held
companies. In addition, our board has determined that
Mr. Magro qualifies as an audit committee financial
expert as defined in Item 407(d)(5) of Regulation S-K.
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
5
|
Proposal 1. Election of Directors
|
||
![]() |
Victoria J.
Reich
Age:
67
Director since:
November 2013
Committees:
Audit, Chair
Former Senior Vice President and
Chief Financial Officer of Essendant
Inc.
|
![]() |
Catherine A.
Suever
Age:
66
Director since:
August 2021
Committees:
Audit
Former Executive Vice President –
Finance and Administration and
Chief Financial Officer of Parker-
Hannifin Corporation
|
||
Ms. Reich served as Senior Vice President and Chief Financial
Officer of Essendant Inc., formerly United Stationers Inc., a
wholesale distributor of business products, from June 2007 to
July 2011. Ms. Reich is a director of NYSE-listed H&R Block,
Inc., a provider of tax preparation and related services, and a
director of NYSE-listed Ecolab Inc., a provider of water and
hygiene services and technologies for the food, hospitality,
industrial and energy markets. She serves as the chair of the
audit committee and as a member of the finance committee
of H&R Block and is a former chair and currently serves on
the audit and governance committees of Ecolab. Ms. Reich
also serves as a director of Logan Health Whitefish Hospital, a
not-for-profit organization.
|
Ms. Suever served as Executive Vice President – Finance and
Administration and Chief Financial Officer of Parker-Hannifin
Corporation, an NYSE-listed global leader in motion and
control technologies, from April 2017 until her retirement in
December 2020. Prior to that service, Ms. Suever held roles
of increasing responsibility with Parker-Hannifin within the
finance department in addition to serving as the Business
Unit Manager for two of the company’s business units.
Ms. Suever currently serves as a director and member of the
audit committee of Hexcel Corporation, an NYSE-listed global
leader in advanced composites technology that sells its
products in commercial, military, and recreational markets
for use in commercial and military aircraft, space launch
vehicles and satellites, wind turbine blades, sports
equipment, and automotive products. In addition, she is a
member of the American Institute of Certified Public
Accountants (AICPA).
|
||||
Qualifications
The qualifications and experiences the board considered in
determining that Ms. Reich should serve as a director of
the Company include her more than 30 years of service in
corporate financial and accounting roles, her service as the
Chief Financial Officer of public companies and as a
controller, her operating and general management
experience, including responsibility for international
operations while living and working outside the U.S., her
service as a member of the finance committee of a public
company, as chair of the audit committee of two other
public companies and as a member of the governance
committee of another public company. In addition, our
board has determined that Ms. Reich qualifies as an audit
committee financial expert as defined in Item 407(d)(5) of
Regulation S-K.
|
Qualifications
The qualifications and experiences the board considered in
determining that Ms. Suever should serve as a director of
the Company include her extensive background in finance
and accounting, including her service as the Chief Financial
Officer of a public company, her significant experience in
compliance, risk management, systems solutions, and
investor relations, and her service as a member of the
audit committee of another public company. In addition,
our board has determined that Ms. Suever qualifies as an
audit committee financial expert as defined in
Item 407(d)(5) of Regulation S-K.
|
6
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
![]() |
Stephan B.
Tanda
Age:
59
Director since:
August 2019
Committees:
Corporate Governance
and Nominating
President and Chief Executive Officer
of AptarGroup, Inc.
|
![]() |
Jorge A.
Uribe
Age:
68
Director since:
July 2015
Committees:
Corporate Governance
and Nominating
Former Global Productivity and
Organization Transformation
Officer of The Procter &
Gamble Company
|
||
Mr. Tanda has served as President and Chief Executive Officer
and as a director of AptarGroup, Inc., an NYSE-listed global
leader in consumer dispensing, active packaging, and drug
delivery solutions, since February 2017. Mr. Tanda’s business
career spans over 33 years and includes living in seven
countries while working in leadership roles for various public
companies. Mr. Tanda is a member of the Executive
Education Board of The Wharton School of the University of
Pennsylvania. He previously served as a director of Patheon
NV, formerly an NYSE-listed company that provided
pharmaceutical development and manufacturing services,
from March 2016 until the company was sold to Thermo
Fisher Scientific in August 2017, and Semperit AG Holding, a
Vienna Stock Exchange-listed manufacturer of industrial
rubber and plastic products, from April 2016 to February
2017.
|
Mr. Uribe served as the Global Productivity and Organization
Transformation Officer of The Procter & Gamble Company,
the world’s largest maker of consumer packaged goods, from
December 2012 to July 2015. Prior to that service, Mr. Uribe
spent more than 33 years with Procter & Gamble, where his
various roles included responsibility over operations in Latin
America, Switzerland, Central America and the Caribbean,
Cyprus, Malaysia, the United Arab Emirates and the Gulf
countries, Saudi Arabia, and Colombia. Mr. Uribe is a director
of General Mills, Inc., an NYSE-listed leading global food
company, where Mr. Uribe serves on its compensation and
its public responsibility committees; Grupo Argos, S.A, a
Colombian multi-national holding company holding interests
in cement, electricity, road and airport concessions, and real
estate; and Carvajal S.A., a privately held Colombian multi-
national manufacturer of packaging, paper products, and
education material and provider of technology and services.
|
||||
Qualifications
The qualifications and experiences the board considered in
determining that Mr. Tanda should serve as a director of the
Company include his current service as the President and
Chief Executive Officer of a public company, his operating,
manufacturing, and general management experience,
including while living and working outside the U.S., and his
service on the boards of other public companies. In addition,
our board has determined that Mr. Tanda qualifies as an
audit committee financial expert as defined in Item 407(d)(5)
of Regulation S-K.
|
Qualifications
The qualifications and experiences the board considered in
determining that Mr. Uribe should serve as a director of
the Company include his more than 30 years of operating
and general management experience and sales and
marketing experience, including multi-regional and multi-
country responsibility for international operations while
living and working outside the U.S. within a larger, publicly
held, global corporation, and his service on the boards of
public companies in addition to Ingredion, including the
compensation committee of another public company, and
on the boards of a privately held company, and a not-for-
profit organization.
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
7
|
Proposal 1. Election of Directors
|
||
![]() |
Patricia
Verduin
Age:
65
Director since:
May 2023
Committees:
Corporate Governance
and Nominating
Former Chief Technology Officer,
Global Technology for Colgate-
Palmolive Company
|
![]() |
Dwayne A.
Wilson
Age:
66
Director since:
May 2010
Committees:
Audit
Former Senior Vice President of
Fluor Corporation
|
||
Dr. Verduin served as Chief Technology Officer, Global
Technology, for Colgate-Palmolive Company, an NYSE-listed
multinational consumer products company that specializes in
the production, distribution, and provision of household,
health care, personal care, and veterinary products, from
February 2009 to January 2023. Dr. Verduin currently serves
as a director of Avient Corporation, an NYSE-listed global
manufacturer of specialized polymer materials. In addition,
she currently serves as a director of FMC Corporation, an
NYSE-listed global agricultural science company specializing
in crop protection. Dr. Verduin was a director of the
Monsanto Company, an NYSE-listed agrochemical and
agricultural biotechnology corporation, prior to its acquisition
by Bayer AG.
|
Mr. Wilson served as Senior Vice President of Fluor
Corporation, reporting to the Chairman and CEO on key
initiatives of strategic importance, from June 2014 to
June 2016. Fluor is one of the world’s largest publicly
owned engineering, procurement, construction,
maintenance, and project management companies.
Mr. Wilson previously served as President and Chief
Executive Officer of Savannah River Nuclear Solutions, LLC,
the managing and operating contractor of the U.S.
Department of Energy’s Savannah River Site including the
Savannah River National Laboratory, from October 2011 to
June 2014. Mr. Wilson is a director and member of the audit
committee of NYSE-listed Crown Holdings, Inc., a leading
global supplier of rigid packaging products to consumer
marketing companies; a director and chair of the
compensation committee of NYSE-listed DT Midstream, Inc.,
an owner, operator and developer of natural gas midstream
interstate and intrastate pipelines, storage, and gathering
systems, and compression, treatment and surface facilities;
and a director of publicly traded Sterling Construction
Company, Inc., a leading infrastructure services provider of e-
infrastructure solutions, building solutions, and
transportation solutions. Mr. Wilson is a National Association
of Corporate Directors Fellow.
|
||||
Qualifications
The qualifications and experiences the board considered in
determining that Dr. Verduin should serve as a director of
the Company include her four decades of leadership in the
consumer- packaged goods industry and significant
contributions in innovation, operations, scientific policy, and
communications, including her service as Chief Technology
Officer, Global Technology, of a public company, her
extensive experience with leading new product launches
(encompassing both regulatory and product quality aspects),
her leadership of a public company’s sustainability
programs, and her service as a director of other public
companies.
|
Qualifications
The qualifications and experiences the board considered
in determining that Mr. Wilson should serve as a director
of the Company include his more than 35 years of project
management, operating and manufacturing, sales and
marketing and general management experience,
including responsibility for international operations while
based in the U.S., within a large publicly held corporation,
his service as President and Chief Executive Officer of the
managing and operating contractor of a significant U.S.
Department of Energy site, including a National
Laboratory, and his current and past service on the
boards of multiple public companies in addition to
Ingredion and on the board of a not-for-profit
organization.
|
8
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
![]() |
James P.
Zallie
Age:
63
Director since:
September 2017
President and Chief Executive Officer
of the Company
|
||||
Mr. Zallie has been President and Chief Executive Officer of
the Company since January 1, 2018. Before assuming his
current position, he served at Ingredion as Executive Vice
President, Global Specialties and President, Americas from
January 2016 to December 2017. Mr. Zallie previously served
at Ingredion as Executive Vice President, Global Specialties
and President, North America and EMEA from January 2014
to December 2015; as Executive Vice President, Global
Specialties and President, EMEA and Asia-Pacific from
February 2012 to January 2014; and as Executive Vice
President and President, Global Ingredient Solutions from
October 2010 to January 2012. Mr. Zallie served as President
and Chief Executive Officer of the National Starch LLC
business from January 2007 to September 2010. National
Starch was acquired by Ingredion in October 2010.
Mr. Zallie serves as a director of Sylvamo Corporation, an
NYSE-listed global producer of uncoated papers, and as a
director of Northwestern Medicine North Region, a not-for-
profit organization. Mr. Zallie served as a director of
Innophos Holdings, Inc., a formerly publicly traded
international producer of food and beverage ingredients,
from September 2014 to April 2018.
|
|||||
Qualifications
The qualifications and experiences the board considered in
determining that Mr. Zallie should serve as a director of the
Company include his current service as the President and
Chief Executive Officer of Ingredion, his prior service as the
Chief Executive Officer of a large business unit of a public
company, his operating and manufacturing, sales and
marketing and general management experience, including
while living and working outside the U.S., and his current
service on the board of a public company in addition to
Ingredion, his prior service on the board of another public
company, and his current service on the board of a not-for-
profit organization.
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
9
|
Proposal 1. Election of Directors
|
||
10
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
•
Number and structure of committees
|
•
Board membership criteria and selection
|
•
Assignment and rotation of committee members
|
•
Continuing education for directors
|
•
Frequency, length, and agendas for meetings
|
•
Term limits for directors
|
•
Director responsibilities
|
•
Evaluation of the CEO and succession planning
|
•
Board oversight of risk management processes
|
•
Board interaction with investors, the press, customers, and
others
|
•
Access to management
|
•
Membership on other boards
|
•
Size of the board
|
•
Engagement of independent advisors
|
•
Board independence
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
11
|
Proposal 1. Election of Directors
|
||
Board of Directors
|
|||||
•
Active oversight over the Company’s strategy, risk management, and overall performance
•
Strategic oversight includes integration of responsible business and sustainability-related matters in the
Company’s overall strategy
•
Review of relevant Company reports prior to external publication
|
![]() |
||||
Audit Committee
|
CGN Committee
|
PCC Committee
|
|||
•
Governance over financial
reporting process and controls
•
Oversight over enterprise risk
management, including
cybersecurity
•
Governance over the
sustainability-related reporting
process and controls, as
required by applicable laws and
regulations
|
•
Corporate governance and
stockholders’ rights
•
Ensuring the board has the right
mix of skills and experience to
be effective, including the
evaluation of the board and its
committees
•
Oversight over:
◦
Environmental impact and
sustainability, including
emissions, water usage, and
climate-related risk
◦
People and food safety/
quality
◦
Corporate compliance
program
|
•
Oversight over human capital
management strategies linked
to recruitment, talent
development, retention,
inclusion & belonging, and
overall Company culture
•
Aligning executive
compensation to the Company
strategy and best interests of
stockholders
•
Monitoring management
initiatives related to the
Company’s ongoing
commitment to pay equity
|
|||
Company Management
|
|||||
•
Development and execution of Company strategy and capital investment plan
•
Day-to-day responsibility for Company performance
•
Oversight and decision-making via Sustainability Executive Advisory Committee (six executive leadership team
members and the Vice President, Corporate Sustainability) and other relevant executive forums
|
12
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
Membership
|
||
Number of meetings held during 2024: 10
|
Report: page
70
|
|
![]() |
![]() |
![]() |
V. J. Reich (Chair)
|
C. A. Suever
|
D. A. Wilson
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
13
|
Proposal 1. Election of Directors
|
||
Membership
|
||
Number of meetings held during 2024: 7
|
Report: page
66
|
|
![]() |
![]() |
![]() |
R. L. Jordan (Chair)
|
D. B. Fischer
|
C. V. Magro
|
14
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
Membership
|
|||
Number of meetings held during 2024: 4
|
|||
![]() |
![]() |
![]() |
![]() |
G. B. Kenny (Chair)
|
S. B. Tanda
|
J. A. Uribe
|
P. Verduin
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
15
|
Proposal 1. Election of Directors
|
||
16
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
17
|
Proposal 1. Election of Directors
|
||
Executive leadership:
CEO, CFO, or senior
executive at a
comparable company
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|||||||||||
Financial literacy
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|||||||||||
International business
experience
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|||||||||||
Corporate governance
experience
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|||||||||||
Technology
experience pertinent
to the Company's
business
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|||||||||||||||
Food industry
experience
|
l
|
l
|
l
|
l
|
l
|
|||||||||||||||||
Qualified audit
committee financial
expert
|
l
|
l
|
l
|
l
|
l
|
l
|
||||||||||||||||
Gender, race, ethnic,
or geographic diversity
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
18
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
10 of 11
|
64.5 yrs
|
9.2 yrs
|
4
|
2
|
||||||
Independent
|
Average Age
|
Average Tenure
|
Women
|
Ethnic Minorities
|
||||||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
19
|
Proposal 1. Election of Directors
|
||
Key Provision
|
Explanation of Key Provision
|
|
Ownership requirement
|
Amount equal to a minimum of five times the value of the annual board cash retainer
(i.e., currently $525,000)
|
|
Time to meet
requirement
|
Within five years of election to the board
|
|
Shares counted toward
ownership
|
Common stock owned outright and vested and unvested restricted stock, restricted stock units,
and phantom stock units
|
|
20
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal 1. Election of Directors
|
||
Annual Compensation Elements
|
Amount ($)
|
||
Annual Cash Retainer
|
105,000
|
||
Annual Equity Retainer
|
160,000
|
||
Additional Compensation (retainer fees)
|
|||
Chairman of the Board
|
160,000
|
||
Audit Committee Chair
|
25,000
|
||
PCC Committee Chair
|
20,000
|
||
Corporate Governance and Nominating Committee Chair
|
15,000
|
||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
21
|
Proposal 1. Election of Directors
|
||
Name
|
Fees Earned or
Paid in Cash
(1)
($)
|
Stock Awards
(2)
|
All Other
Compensation
(3)
|
Total
($)
|
|||||
David B. Fischer
|
105,000
|
159,863
|
—
|
264,863
|
|||||
Rhonda L. Jordan
(4)
|
125,000
|
159,863
|
8,500
|
293,363
|
|||||
Gregory B. Kenny
(5)
|
280,000
|
159,863
|
—
|
439,863
|
|||||
Charles V. Magro
(6)
|
105,000
|
159,863
|
—
|
264,863
|
|||||
Victoria J. Reich
(7)
|
130,000
|
159,863
|
7,000
|
296,863
|
|||||
Catherine A. Suever
|
105,000
|
159,863
|
2,000
|
266,863
|
|||||
Stephan B. Tanda
|
105,000
|
159,863
|
—
|
264,863
|
|||||
Jorge A. Uribe
|
105,000
|
159,863
|
—
|
264,863
|
|||||
Patricia Verduin
|
105,000
|
159,863
|
8,500
|
273,363
|
|||||
Dwayne A. Wilson
|
105,000
|
159,863
|
5,000
|
269,863
|
|||||
22
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Ownership of Our Stock
|
||
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of
Class
|
||
The Vanguard Group
(1)
100 Vanguard Blvd.
Malvern, PA 19355
|
7,773,126
|
12.1%
|
||
BlackRock, Inc.
(2)
50 Hudson Yards
New York, NY 10001
|
6,566,730
|
10.2%
|
||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
23
|
Ownership of Our Stock
|
||
Amount and Nature of
Beneficial Ownership
|
|||||||
Beneficial Owner
|
Shares of
Common
Stock
(1)
(#)
|
Shares Underlying
Phantom Stock
Units and Restricted
Stock Units
(2)
(#)
|
Percent
of
Class
(3)
|
||||
David B. Fischer
|
1,935
|
15,482
|
*
|
||||
Rhonda L. Jordan
|
—
|
24,584
|
*
|
||||
Gregory B. Kenny
|
—
|
63,338
|
*
|
||||
Charles V. Magro
|
—
|
6,759
|
*
|
||||
Victoria J. Reich
|
—
|
17,830
|
*
|
||||
Catherine A. Suever
|
2,728
|
2,440
|
*
|
||||
Stephan B. Tanda
|
9,074
|
—
|
*
|
||||
Jorge A. Uribe
|
5,150
|
12,586
|
*
|
||||
Patricia Verduin
|
2,160
|
—
|
*
|
||||
Dwayne A. Wilson
|
—
|
26,161
|
*
|
||||
James Zallie
|
702,202
|
47,710
|
1.2
%
|
||||
James Gray
|
135,002
|
17,871
|
*
|
||||
Tanya Jaeger de Foras
|
25,513
|
5,967
|
*
|
||||
Robert Ritchie
|
45,847
|
7,857
|
*
|
||||
Eric Seip
|
49,903
|
14,243
|
*
|
||||
All directors and executive officers as a group (21 persons)
|
1,175,104
|
285,692
|
2.3
%
|
||||
24
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Ownership of Our Stock
|
||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
25
|
Executive Compensation
|
||
![]() |
![]() |
![]() |
![]() |
![]() |
||||
James Zallie
|
James Gray
|
Tanya Jaeger de Foras
|
Robert Ritchie
|
Eric Seip
|
||||
President and Chief
Executive Officer
|
Executive Vice President
and Chief Financial Officer
|
Senior Vice President,
Chief Legal Officer,
Corporate Secretary and
Chief Compliance Officer
|
Senior Vice President,
Food & Industrial
Ingredients, US/Canada &
Latin America
|
Senior Vice President,
Global Operations, and
Chief Supply Chain Officer
|
26
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
27
|
Executive Compensation
|
||
✓ What We Do
|
||||||||
![]() |
Maintain significant stock ownership requirements
|
![]() |
Provide a majority of compensation based on
objective, quantifiable, pre-established
performance goals
|
|||||
![]() |
Offer limited perquisites
|
![]() |
Engage an independent compensation
consultant reporting directly to the PCC
Committee
|
|||||
![]() |
Hold an annual Say-on-Pay vote and engage with
stockholders throughout the year to address any
pay-related questions, among other topics
|
![]() |
Use a balance of short- and long-term incentive
awards and establish diverse performance
metrics for both programs
|
|||||
![]() |
Manage a clawback policy applicable to our
executive officers
|
![]() |
Benchmark executive compensation and our
performance against relevant comparators
|
|||||
![]() |
Vest equity only upon a “double trigger” in the
event of a change in control (“CIC”)
|
![]() |
Conduct an annual risk assessment of our
executive compensation program
|
|||||
X What We Don’t Do
|
||||||||
![]() |
No automatic or guaranteed annual base salary
increases
|
![]() |
No payment of dividends or dividend
equivalents to NEOs on unearned performance
share awards
|
|||||
![]() |
No guaranteed annual or long-term incentive
awards
|
![]() |
No tax gross-ups for perquisites or in the event
of a CIC
|
|||||
![]() |
No employment agreements for any executive
officers
|
![]() |
No incentives to produce short-term results to
the detriment of long-term goals and results
|
|||||
![]() |
No re-pricing of underwater stock options
|
|||||||
![]() |
No authorization of hedging of Company stock by
independent directors and executive officers
|
|||||||
28
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
CONSIDERATION OF THE 2024 SAY-ON-PAY ADVISORY VOTE
|
|
![]() |
When making decisions regarding our executive compensation program, including the
compensation of our NEOs, the PCC Committee considers the results from the say-on-pay
advisory vote. Approximately 93% of the votes cast at our 2024 annual meeting approved the
NEO compensation program, as described in our 2024 proxy statement. We believe this result
continues to demonstrate our stockholders’ support of our executive compensation program
and the PCC Committee’s decisions and policies. The PCC Committee will continue to consider
results from future stockholder advisory votes, which will continue to be held annually unless
stockholders select a different frequency for future votes on executive compensation, when
making decisions on the Company’s executive compensation programs, including NEO
compensation.
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
29
|
Executive Compensation
|
||
30
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Pay Element
|
Pay Mix
|
Description
|
Objective
|
|||||
Fixed cash compensation based on size and scope
of role, responsibilities, experience, and individual
performance.
|
•
Attract and retain talented
executives
•
Drive performance through
individual contributions
|
|||||||
FIXED
|
Base
Salary
|
![]() |
||||||
ANNUAL CASH
COMPENSATION
|
![]() |
|||||||
Annual
Incentive
|
![]() |
Annual cash incentive with a target award for each
NEO based on a percentage of base salary. Actual
awards may be higher or lower than target based
on Company, business and individual performance.
Awards range from 0% - 200% of target based on
performance.
|
•
Motivate achievement of
annual financial, operational,
and individual goals
•
Encourage individual
contributions that support our
strategic initiatives
|
|||||
![]() |
||||||||
Performance-based, overlapping 3-year
performance cycles. Actual awards are determined
at the end of the performance cycle by evaluating
financial performance against predetermined
metrics and targets. Awards range from 0% - 200%
of target based on performance. Awards are
delivered in common stock.
|
•
Drive long-term performance
•
Align executive interests with
those of stockholders and
encourage an owner’s mindset
•
Actual payouts determined by
performance
|
|||||||
Performance
Share Units
(50%)
|
![]() |
|||||||
LONG-TERM INCENTIVE COMPENSATION
|
||||||||
VARIABLE
|
||||||||
Restricted Stock
Units
(25%)
|
Time-based equity awards that cliff vest after 3
years. Awards are delivered in common stock.
|
•
Align executive interests with
those of stockholders and
encourage an owner’s mindset
•
Cliff vesting provides retention
value
|
||||||
![]() |
||||||||
Stock
Options
(25%)
|
An appreciation-based vehicle that pro-rata vests
over a three-year period. Intended to provide
performance-based compensation tied specifically
to increases in the price of common stock.
|
•
Align executive interests with
those of stockholders and
encourage an owner’s mindset
•
Create value through stock price
appreciation
|
||||||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
31
|
Executive Compensation
|
||
Name
|
2023
Base
Salary
($)
|
2024
Base
Salary
($)
|
Increase
(%)
|
||
James Zallie
|
1,200,000
|
1,245,600
|
3.8%
|
||
James Gray
|
698,000
|
732,900
|
5.0%
|
||
Tanya Jaeger de Foras
|
495,000
|
520,245
|
5.1%
|
||
Robert Ritchie
|
500,000
|
520,000
|
4.0%
|
||
Eric Seip
|
525,000
|
543,375
|
3.5%
|
32
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Base Salary as of
December 31, 2024
|
X
|
Target AIP
Opportunity
(% of Base Salary)
|
=
|
Target AIP
Amount
|
||||||
Name
|
2023
Target
opportunity
as a % of salary
|
2024
Target
opportunity
as a % of salary
|
|
James Zallie
|
150%
|
150%
|
|
James Gray
|
85%
|
95%
|
|
Tanya Jaeger de Foras
|
70%
|
70%
|
|
Robert Ritchie
|
70%
|
75%
|
|
Eric Seip
|
70%
|
70%
|
80%
|
20%
|
|||||||||||||||
70%
|
15%
|
15%
|
+
|
Personal
Objectives
|
||||||||||||
Adjusted
EBITDA
|
Working
Capital as a
% of Net Sales
|
Cost /
Productivity
|
||||||||||||||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
33
|
Executive Compensation
|
||
Financial Metric
|
Rationale
|
|
Adjusted EBITDA
(1)
|
Serves as a foundation for our growth and, as a result, shareholder value.
|
|
Working Capital (“WC”) as a
Percentage of Net Sales
(2)
|
A key financial metric to maximize the efficiency of our working capital; incentivizes
tightening working capital in periods when sales may decline.
|
|
Cost/Productivity
(3)
|
Focus and simplify to better execute, increase effectiveness/productivity and lower
costs.
|
Performance
Measure
|
Weight
|
![]() |
2024
Achievement
|
|||||||||||
Threshold
|
Target
|
Maximum
|
||||||||||||
Adjusted
EBITDA
|
80%
|
70%
|
128.7%
|
|||||||||||
![]() |
||||||||||||||
$1,014.9
|
$1,194.0
|
$1,313.4
|
||||||||||||
Working Capital
as a % of Net
Sales
|
15%
|
180.5%
|
||||||||||||
![]() |
||||||||||||||
26.2%
|
22.8%
|
19.4%
|
||||||||||||
Cost/
Productivity
(in millions)
|
15%
|
191.7%
|
||||||||||||
![]() |
||||||||||||||
$15.3
|
$18.0
|
$24.0
|
34
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Performance Scale
|
Results
|
||||||
Financial Metric
|
Weighting
|
Threshold
|
Target
|
Maximum
|
Final Result
|
Payout
|
|
F&II US / Canada Adjusted EBITDA
|
15%
|
$351.4
|
$413.4
|
$454.7
|
$413.1
|
131.7%
|
|
F&II LATAM Adjusted EBITDA
|
15%
|
$424.1
|
$499.0
|
$548.9
|
$530.7
|
For 2024, the personal objectives for all Ingredion employees, including the CEO and
all other NEOs, were aligned with Ingredion’s four strategic pillars (Business Growth,
Cost Competitiveness, Commercial Excellence and Strategy Execution, and Talent
Development, Belonging and Inclusion and Growth Culture) and the core Company
value of “Care First.” Mr. Zallie’s personal objectives for 2024 focused on employee
safety, sustainability reporting, sourcing, refreshing the Company’s strategy, delivery
of strategic business growth, cost competitiveness, business resegmentation, and
succession planning.
|
![]() |
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
35
|
Executive Compensation
|
||
Financial Factors (80%)
|
Personal Objectives (20%)
|
2024 Aggregate
Payout
|
|||||||||||
Name
|
Target
($)
|
Earned
Payout
(%)
|
Earned
Payout
($)
|
Earned Payout
(%)
|
Earned Payout
($)
|
Earned
Payout
(%)
|
Earned
Payout
($)
|
||||||
James Zallie
|
1,868,400
|
145.9%
|
2,181,095
|
140.00%
|
523,152
|
144.7%
|
2,704,247
|
||||||
James Gray
|
696,255
|
145.9%
|
812,781
|
133.75%
|
186,248
|
143.5%
|
999,029
|
||||||
Tanya Jaeger de Foras
|
364,172
|
145.9%
|
425,120
|
125.00%
|
91,043
|
141.7%
|
516,163
|
||||||
Robert Ritchie
|
390,000
|
146.8%
|
458,088
|
150.00%
|
117,000
|
147.5%
|
575,088
|
||||||
Eric Seip
|
380,363
|
145.9%
|
444,021
|
115.00%
|
87,483
|
139.7%
|
531,504
|
Vehicle
|
Weight
|
Structure
|
Purpose
|
|||
PSUs
|
50%
|
•
Number of shares earned may range from
0%- 200% of the target number of PSUs
granted based on the business performance
rating for the performance cycle
•
3-year performance cycle
|
•
Strengthens retention
•
Promotes focus on specific performance
goals critical to the success of the business
•
Facilitates stock ownership when earned
•
Aligns long-term interests with those of
stockholders
|
|||
RSUs
|
25%
|
•
Value of award depends on our stock price at
time of vesting
•
3-year cliff vesting from date of grant
|
•
Strengthens retention
•
Facilitates stock ownership
|
|||
Stock
Options
|
25%
|
•
3-year ratable vesting
•
10-year term
|
•
Requires stock price appreciation for value
creation
•
Facilitates stock ownership
•
Aligns long-term interests with those of
stockholders
|
36
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
2024 Annual Equity Grants
(1),(2)
|
||||||||
Name
|
PSUs ($)
|
RSUs ($)
|
Stock Options ($)
|
Total Equity Grant ($)
|
||||
James Zallie
|
3,400,000
|
1,700,000
|
1,700,000
|
6,800,000
|
||||
James Gray
|
825,000
|
412,500
|
412,500
|
1,650,000
|
||||
Tanya Jaeger de Foras
|
450,000
|
225,000
|
225,000
|
900,000
|
||||
Robert Ritchie
|
400,000
|
200,000
|
200,000
|
800,000
|
||||
Eric Seip
|
400,000
|
200,000
|
200,000
|
800,000
|
Performance Scale (2024 - 2026)
|
||||||||||
Metric
|
Weighting
|
Rationale
|
Threshold
|
Target
|
Maximum
|
|||||
Adjusted Return on
Invested Capital
(“Adjusted ROIC”)
(1)
|
50%
|
Focuses on profitability and value-
creating potential while also taking
into account the amount of capital
invested.
|
<8%
|
10.0%
|
≥12%
|
|||||
Relative Total
Shareholder Return
(“rTSR”)
(2)
|
50%
|
Directly link awards to shareholder
value creation and performance
versus peers.
|
<25
th
percentile
|
50
th
percentile
|
≥75
th
percentile
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
37
|
Executive Compensation
|
||
2022 – 2024 Performance Cycle Results
|
||||||||||||
Performance Metric
|
Weighting
|
Threshold
|
Target
|
Maximum
|
Actual
|
Payout
|
||||||
Adjusted ROIC
(1)
|
50%
|
<8%
|
10.0%
|
≥11.5%
|
13.0%
|
200%
|
||||||
rTSR (percentile rank)
(2)
|
50%
|
<25
th
|
Median
|
≥75
th
|
95
th
|
200%
|
||||||
Final Performance Rating
|
200%
|
38
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Category
|
Business Rationale
|
|
Choice of Car Allowance or
Automobile Lease
|
To allow the NEO the convenience of using a vehicle for business purposes without having
to track and submit expenses or, in the case of a lease, take time for maintenance of a
vehicle, ultimately saving time and allowing the NEO to be more productive.
|
|
Financial Planning and Tax
Preparation
|
To address complex tax and financial situations and assist in compliance with local state
and country tax laws for our executives with dual nationalities or work histories in multiple
states and countries.
|
|
Executive Physical
|
To provide the NEO with the convenience of being able to obtain a complete physical
examination while only having to schedule a single appointment, ultimately saving time.
|
Retirement and Separation Benefits
|
Our U.S.-based NEOs are eligible for broad-based U.S. employee benefit plans on the same terms and conditions as U.S.
salaried employees, including medical, dental, and life insurance as well as disability and accidental death and
dismemberment coverage.
•
All eligible employees in the U.S., including the NEOs, may purchase additional life, dependent life, and accidental
death and dismemberment coverage as part of their active employee benefit plans.
•
All salaried employees in the U.S. are eligible to participate in our salaried Retirement Savings Plan.
•
In the past, all salaried employees in the U.S., subject to certain service requirements, were also eligible to participate
in the Cash Balance Plan Component of the Ingredion Pension Plan (the “Cash Balance Plan”) and our Master Retiree
Welfare Plan (also known as Retiree Health Care Spending Accounts or “RHCSA”). Both of these plans were closed to
new participants as of December 31, 2014.
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
39
|
Executive Compensation
|
||
Cash Balance Plan
|
|
Messrs. Zallie, Gray, and Ritchie participate in the Cash Balance Plan. The Cash Balance Plan is a defined benefit qualified
pension plan which was available to all U.S. salaried employees hired before January 1, 2015.
•
Participant accounts accrue pay credits based on years of service and monthly interest credits using a rate equal to
a specified amount above the interest rate on short-term U.S. Treasury notes.
•
Pay credits are calculated as a percentage (3% to 10%) of a salaried employee’s eligible compensation (defined as
base salary, overtime, and earned AIP award).
•
Pay credit percentage is determined by the employee’s years of service and reaches and remains at 10% after 35
years of service (with the plan frozen at 2017 levels for purposes of calculating the pay credit percentage).
•
The value of a participant’s account at retirement is paid out either as a life or a joint and survivor annuity or in an
optional form, such as a lump sum, if certain funding conditions are met.
•
The Cash Balance Plan provides for a three-year vesting period, with all eligible participants currently vested in their
accounts.
|
40
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Supplemental Executive Retirement Plan
|
|
Certain of our U.S.-based eligible employees, including all NEOs, are entitled to participate in our Supplemental Executive
Retirement Plan (“SERP”). The purpose of this nonqualified, unfunded plan is to:
•
permit certain key executives to defer receipt of a portion of current compensation, including short- and long-term
incentive payments, until a later year,
•
provide participants and their beneficiaries with the amount of retirement income that is not provided under the
Cash Balance Plan or the Retirement Savings Plan by reason of statutory limits on eligible compensation under
tax-qualified plans, and
•
preserve the opportunity for executives to continue to defer compensation that was deferred under previously
maintained plans.
To the extent that an employee’s annual retirement income benefit under the Cash Balance Plan exceeds the limitations
imposed by the U.S. Internal Revenue Code, additional benefits are provided through our nonqualified SERP via an
account referred to as a Cash Balance Make-up Account to which we contribute the amounts that we would have
contributed to the Cash Balance Plan absent those statutory limitations. Messrs. Zallie, Gray, and Ritchie are the only
NEOs who have Cash Balance Make-up Accounts.
Participants are entitled to participate in annual deferral accounts and accounts referred to as Savings Plan Make-up
Accounts under the nonqualified SERP. To the extent that benefits are limited under the Retirement Savings Plan due to
statutory limits on compensation and deferral under tax-qualified plans, participants are permitted to defer
compensation through the SERP. In addition, we make matching contributions on voluntary contributions to the Savings
Plan Make-up Accounts in the amount that we would have contributed to the Retirement Savings Plan absent those
statutory limitations. A participant is vested in his or her Savings Plan Make-up Account to the extent that the participant
is vested in the Retirement Savings Plan matching contributions. SERP participants are general, unsecured creditors of the
Company.
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
41
|
Executive Compensation
|
||
How the Compensation
Peer Group Was Chosen
|
2024 Compensation
Peer Group
|
How We Use the Compensation
Peer Group
|
||
•
Revenue size: 1/3x – 3x Ingredion
revenue
•
Strong focus in the food product and
beverage industry
•
Global footprint with sales and
operations outside of the United
States
•
Similar business structure
•
Also considered market cap, capital
intensity, and EBITDA measures
|
•
Campbell Soup Company
•
The Clorox Company
•
Conagra Brands, Inc.
•
Constellation Brands Inc.
•
Darling Ingredients Inc.
•
Eastman Chemical Company
•
Flowers Foods, Inc.
•
Fresh Del Monte Produce Inc.
•
The Hershey Company
•
Hormel Foods Corporation
•
The J.M. Smucker Company
•
Kellanova
•
Keurig Dr Pepper Inc.
•
Lamb Weston Holdings, Inc.
•
McCormick & Company, Inc.
•
Molson Coors Beverage Company
•
Post Holdings, Inc.
•
TreeHouse Foods, Inc.
|
•
For benchmarking the following:
i.
Annual and long-term incentive
plan design
ii.
Total direct compensation (at
target levels), including base
salary, and annual and long-term
incentive awards
iii.
Stock ownership requirements
iv.
Perquisites
v.
Severance benefits
vi.
Non-employee director
compensation
•
Compare pay-for-performance
alignment
|
42
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
How the Performance
Peer Group Was Chosen
|
2024 Performance
Peer Group
|
How We Use the Performance
Peer Group
|
||
•
Focused on basic ingredient, food
additives, and midstream
manufacturing
•
Market capitalization between $1
billion and $50 billion
•
Correlation in stock price
•
Comparable commodity price
sensitivity
•
Overseas operations
|
•
AAK AB
•
Archer Daniels-Midland Company
•
Associated British Foods plc
•
Celanese Corporation
•
Danone S.A.
•
DSM-Firmenich AG
•
Ecolab Inc.
•
General Mills, Inc.
•
Huntsman Corporation
•
Kellanova
•
Kerry Group plc
•
The Kraft Heinz Company
•
McCormick & Company, Inc.
•
Mondelēz International, Inc.
•
Novonesis A/S (f/k/a Novozymes
A/S)
•
Sealed Air Corporation
•
Sensient Technologies Corporation
•
Tate & Lyle plc
•
Tyson Foods, Inc.
•
Unilever PLC
|
•
Compare annualized TSR to assess
our results against the TSR
performance measure for PSUs
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
43
|
Executive Compensation
|
||
Compensation Consultant Responsibilities:
•
Regularly update the PCC Committee on executive compensation market trends, incentive practices, and legislation
pertaining to executive compensation
•
Attend all PCC Committee meetings, including executive sessions without management present
•
Provide guidance on executive compensation programs to promote market competitiveness
•
Provide research, data, survey information and design expertise in support of the development of compensation
programs for executives and the design of incentive programs for all eligible employees
•
Review and recommend compensation of non-employee directors
•
Conduct a pay-for-performance assessment
•
Annual compensation program risk assessment
•
Advise the PCC Committee on the appropriate comparator peer groups for compensation and performance
•
Provide guidance to the PCC Committee on CEO compensation
•
Provide an independent assessment of the CEO’s recommendations on NEO compensation to the PCC Committee
|
Role of Management
The compensation of every employee, including each NEO, is influenced in large part by the responsibilities of the position
and the need to ensure that employees having similar job responsibilities are paid equitably, with consideration for individual
performance. The CEO makes compensation recommendations to the PCC Committee for base salary and annual and long-
term incentive compensation for the NEOs, other than himself, and considers pay competitiveness as well as both individual
and Company performance when making his recommendations. For 2024, based on the NEO’s contributions throughout the
year, the CEO provided the PCC Committee with an individual performance assessment and rating recommendation as well a
compensation recommendation (including base salary and long-term incentive recommendation) for each NEO.
The PCC Committee considers the CEO’s analysis and direct knowledge of each NEO’s performance and contributions when
determining the individual performance rating for each NEO and when approving compensation decisions.
|
44
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Key Provision
|
Explanation of Key Provision
|
||
Ownership Requirement
|
•
CEO: 6 times salary
•
Other NEOs: 3 times salary
|
||
Time to Meet Requirement
|
•
5 years from the date the ownership requirement becomes applicable whether
through new hire or promotion
|
||
Shares Counted Toward Ownership
|
•
Includes direct and indirect ownership of common stock, including shares
owned outright, unvested RSUs, shares held through the Ingredion 401(k) plan,
and phantom stock units held in the SERP
•
Excludes unexercised stock options and unvested PSUs
|
||
Additional Requirements
|
•
Prior to attaining their ownership requirement, NEOs are not permitted to sell
shares of common stock, other than to fund the payment of the exercise price
of stock options or to fund the payment of taxes upon the exercise of stock
options or vesting of performance shares or RSUs
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
45
|
Executive Compensation
|
||
Timing of Equity Grants
|
The PCC Committee’s practice is to grant annual equity awards, including stock options, to employees, including NEOs, in
earnings have been announced. The timing of grants is in accordance with the Company’s compensation cycle, to incentivize
the executives to deliver on the Company’s strategic objectives for the new year. The PCC Committee has delegated limited
authority to the CEO to grant equity awards outside of our annual cycle for new hires, promotions, recognition, retention, or
other purposes. These awards are only granted in the form of RSUs.
|
The PCC Committee
not time the release of material nonpublic information based on equity award grant dates or vesting events. The Company has
no program, plan or practice to
|
46
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Insider Trading Policy, Including the Hedging and Pledging of
Company Stock
The Company has adopted and maintains an insider trading policy governing the purchase, sale or other disposition of its
common stock and other securities by its directors, officers, employees and other designated persons. We believe our insider
trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing
standards applicable to the Company. We filed a copy of the insider trading policy as Exhibit 19.1 to our Annual Report on
Form 10-K for the year ended December 31, 2024. It is the Company’s policy to engage in transactions in its own securities in
compliance with insider trading laws, rules and regulations.
In addition to directors, officers, and employees, the insider trading policy also applies to family members who reside with
any director or employee, any other person who lives in the director’s or employee’s household, and any other family
members whose transactions in securities are directed by, or subject to the influence or control of, the director or employee,
as well as entities, such as a corporation, partnership, or trust, controlled by the director or employee.
The policy prohibits directors and executive officers, and strongly discourages other employees, from engaging in hedging
and monetization transactions that would permit any such person to continue to own the securities without the full risks and
rewards of ownership, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and
exchange funds.
The policy also generally prohibits directors and executive officers from holding Company securities in a margin account or
otherwise lending or pledging Company securities as collateral for a loan. An exception to the prohibition on pledging may be
granted where a director or officer wishes to pledge Company securities for a loan (not involving margin debt) and clearly
demonstrates the financial capacity to repay the loan without recourse to the pledged securities.
The provisions of the policy apply to transactions in all equity and other securities, including awards granted under equity
compensation plans, issued by the Company that are held by any person covered by the policy. Securities subject to the
policy also include derivative securities that are not issued by the Company, such as exchange-traded put or call options or
swaps relating to Company securities.
The administrator of the policy has the discretion, on a case-by-case basis and in appropriate circumstances, to waive or
modify the restrictions and prohibitions on the hedging and other transactions described above.
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
47
|
Executive Compensation
|
||
Name and
Principal Position
|
Year
|
Salary ($)
|
Bonus
(1)
($)
|
Stock
Awards
(2)
($)
|
Option
Awards
(3)
($)
|
Non-Equity
Incentive Plan
Compensation
(4)
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(5)
($)
|
All Other
Compensation
(6)
($)
|
Total ($)
|
||||||||
James Zallie
President and CEO
|
2024
|
1,241,800
|
—
|
5,663,846
|
1,699,996
|
2,704,247
|
365,233
|
228,559
|
11,903,681
|
||||||||
2023
|
1,195,600
|
—
|
5,182,466
|
1,599,741
|
2,363,400
|
557,470
|
203,315
|
11,101,992
|
|||||||||
2022
|
1,143,526
|
—
|
4,756,723
|
1,562,393
|
1,792,396
|
29,572
|
192,256
|
9,476,866
|
|||||||||
James Gray
EVP and Chief Financial
Officer
|
2024
|
729,992
|
—
|
1,374,343
|
412,512
|
999,029
|
86,363
|
114,505
|
3,716,744
|
||||||||
2023
|
695,667
|
—
|
1,153,956
|
356,191
|
771,884
|
76,853
|
102,467
|
3,157,018
|
|||||||||
2022
|
667,542
|
—
|
989,446
|
324,976
|
673,064
|
31,518
|
93,258
|
2,779,804
|
|||||||||
Tanya Jaeger de Foras
SVP and Chief Legal
Officer, Corporate
Secretary and Chief
Compliance Officer
|
2024
|
518,141
|
—
|
749,643
|
224,990
|
516,163
|
4,480
|
115,494
|
2,128,911
|
||||||||
Robert Ritchie
SVP, Food and Industrial
Ingredients Americas
|
2024
|
518,333
|
—
|
666,341
|
200,003
|
575,088
|
96,987
|
109,321
|
2,166,073
|
||||||||
Eric Seip
SVP Global Operations
and Chief Supply Chain
Officer
|
2024
|
541,844
|
—
|
666,341
|
200,003
|
531,504
|
19,283
|
111,907
|
2,070,882
|
||||||||
2023
|
523,292
|
—
|
587,015
|
181,213
|
481,058
|
13,551
|
103,800
|
1,889,929
|
|||||||||
2022
|
502,875
|
100,000
|
475,701
|
156,239
|
399,713
|
896
|
116,393
|
1,751,817
|
48
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Named
Executive Officer
|
Company
Contributions
to Qualified and
Nonqualified
Savings Plans
(a)
($)
|
Perquisites
(b)
($)
|
Tax Equalization
(c)
($)
|
Other
(d)
($)
|
Total All
Other
Compensation
($)
|
||||
James Zallie
|
214,888
|
13,171
|
—
|
500
|
228,559
|
||||
James Gray
|
90,710
|
14,375
|
—
|
9,420
|
114,505
|
||||
Tanya Jaeger de Foras
|
84,654
|
25,170
|
—
|
5,670
|
115,494
|
||||
Robert Ritchie
|
54,124
|
21,431
|
32,846
|
920
|
109,321
|
||||
Eric Seip
|
84,569
|
18,670
|
—
|
8,668
|
111,907
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
49
|
Executive Compensation
|
||
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2)
|
||||||||||||||||||||||
Name
|
Grant
Date
|
Grant
Type
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
|
Exercise
or Base
Price
of Stock
Option
Awards
(3)
($/Sh)
|
Grant
Date Fair
Value of
Stock and
Option
Awards
(4)
($)
|
|||||||||||
James
Zallie
|
—
|
AIP
|
934,200
|
1,868,400
|
3,736,800
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
2/13/2024
|
Stock Options
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
64,565
|
108.38
|
1,699,996
|
||||||||||||
2/13/2024
|
Performance Share
Units
|
—
|
—
|
—
|
15,547
|
31,093
|
62,186
|
—
|
—
|
—
|
3,978,971
|
||||||||||||
2/13/2024
|
Restricted Stock Units
|
—
|
—
|
—
|
—
|
—
|
—
|
15,546
|
—
|
—
|
1,684,875
|
||||||||||||
James
Gray
|
—
|
AIP
|
348,128
|
696,255
|
1,392,510
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
2/13/2024
|
Stock Options
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
15,667
|
108.38
|
412,512
|
||||||||||||
2/13/2024
|
Performance Share
Units
|
—
|
—
|
—
|
3,773
|
7,545
|
15,090
|
—
|
—
|
—
|
965,534
|
||||||||||||
2/13/2024
|
Restricted Stock Units
|
—
|
—
|
—
|
—
|
—
|
—
|
3,772
|
—
|
—
|
408,809
|
||||||||||||
Tanya
Jaeger de
Foras
|
—
|
AIP
|
182,086
|
364,172
|
728,343
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
2/13/2024
|
Stock Options
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
8,545
|
108.38
|
224,990
|
||||||||||||
2/13/2024
|
Performance Share
Units
|
—
|
—
|
—
|
2,058
|
4,115
|
8,230
|
—
|
—
|
—
|
526,597
|
||||||||||||
2/13/2024
|
Restricted Stock Units
|
—
|
—
|
—
|
—
|
—
|
—
|
2,058
|
—
|
—
|
223,046
|
||||||||||||
Robert
Ritchie
|
—
|
AIP
|
195,000
|
390,000
|
780,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
2/13/2024
|
Stock Options
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
7,596
|
108.38
|
200,003
|
||||||||||||
2/13/2024
|
Performance Share
Units
|
—
|
—
|
—
|
1,829
|
3,658
|
7,316
|
—
|
—
|
—
|
468,114
|
||||||||||||
2/13/2024
|
Restricted Stock Units
|
—
|
—
|
—
|
—
|
—
|
—
|
1,829
|
—
|
—
|
198,227
|
||||||||||||
Eric
Seip
|
—
|
AIP
|
190,181
|
380,363
|
760,725
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
2/13/2024
|
Stock Options
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
7,596
|
108.38
|
200,003
|
||||||||||||
2/13/2024
|
Performance Share
Units
|
—
|
—
|
—
|
1,829
|
3,658
|
7,316
|
—
|
—
|
—
|
468,114
|
||||||||||||
2/13/2024
|
Restricted Stock Units
|
—
|
—
|
—
|
—
|
—
|
—
|
1,829
|
—
|
—
|
198,227
|
50
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Option Awards
|
Stock Awards
|
||||||||||||||||||
Number of Securities
Underlying Unexercised Options
|
Shares or Units of Stock
That Have Not Vested
|
Equity Incentive Plan
Awards:
Unearned Shares, Units
or Other
Rights That Have Not
Vested
|
|||||||||||||||||
Name
|
Grant Date
|
Exercisable
(#)
|
Unexercisable
(1)
(#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
(#)
(1)
|
Market
Value
(2)
|
(#)
(1),(3)
|
Market or
Payout
Value
(4)
|
||||||||||
James Zallie
|
2/7/2017
|
25,043
|
—
|
118.97
|
2/7/2027
|
—
|
—
|
—
|
—
|
||||||||||
1/1/2018
|
74,858
|
—
|
139.80
|
1/1/2028
|
—
|
—
|
—
|
—
|
|||||||||||
2/8/2019
|
96,316
|
—
|
91.85
|
2/8/2029
|
—
|
—
|
—
|
—
|
|||||||||||
2/4/2020
|
128,522
|
—
|
88.35
|
2/4/2030
|
—
|
—
|
—
|
—
|
|||||||||||
2/9/2021
|
131,869
|
—
|
87.12
|
2/9/2031
|
—
|
—
|
—
|
—
|
|||||||||||
2/16/2022
|
69,260
|
34,630
|
88.66
|
2/16/2032
|
18,523
|
2,548,020
|
—
|
—
|
|||||||||||
2/15/2023
|
22,405
|
44,811
|
98.69
|
2/15/2033
|
16,619
|
2,286,176
|
31,677
|
4,357,488
|
|||||||||||
2/13/2024
|
—
|
64,565
|
108.38
|
2/13/2034
|
15,478
|
2,129,214
|
31,093
|
4,277,153
|
|||||||||||
James Gray
|
2/4/2020
|
26,358
|
—
|
88.35
|
2/4/2030
|
—
|
—
|
—
|
—
|
||||||||||
2/9/2021
|
27,938
|
—
|
87.12
|
2/9/2031
|
—
|
—
|
—
|
—
|
|||||||||||
2/16/2022
|
14,406
|
7,203
|
88.66
|
2/16/2032
|
3,853
|
530,013
|
—
|
—
|
|||||||||||
2/15/2023
|
4,989
|
9,977
|
98.69
|
2/15/2033
|
3,701
|
509,114
|
7,053
|
970,211
|
|||||||||||
2/13/2024
|
—
|
15,667
|
108.38
|
2/13/2034
|
3,756
|
516,624
|
7,545
|
1,037,890
|
|||||||||||
Tanya Jaeger de Foras
|
2/16/2022
|
7,203
|
3,602
|
88.66
|
2/16/2032
|
1,926
|
264,932
|
—
|
—
|
||||||||||
2/15/2023
|
2,713
|
5,426
|
98.69
|
2/15/2033
|
2,013
|
276,858
|
3,836
|
527,680
|
|||||||||||
2/13/2024
|
—
|
8,545
|
108.38
|
2/13/2034
|
2,098
|
288,624
|
4,115
|
566,059
|
|||||||||||
Robert Ritchie
|
2/2/2016
|
2,849
|
—
|
99.96
|
2/2/2026
|
—
|
—
|
—
|
—
|
||||||||||
2/7/2017
|
3,454
|
—
|
118.97
|
2/7/2027
|
—
|
—
|
—
|
—
|
|||||||||||
2/6/2018
|
4,484
|
—
|
130.30
|
2/6/2028
|
—
|
—
|
—
|
—
|
|||||||||||
2/8/2019
|
3,835
|
—
|
91.85
|
2/8/2029
|
—
|
—
|
—
|
—
|
|||||||||||
2/4/2020
|
5,010
|
—
|
88.35
|
2/4/2030
|
—
|
—
|
—
|
—
|
|||||||||||
2/9/2021
|
5,588
|
—
|
87.12
|
2/9/2031
|
—
|
—
|
—
|
—
|
|||||||||||
2/16/2022
|
2,771
|
1,385
|
88.66
|
2/16/2032
|
741
|
101,897
|
—
|
—
|
|||||||||||
2/15/2023
|
928
|
1,855
|
98.69
|
2/15/2033
|
688
|
94,692
|
1,312
|
180,479
|
|||||||||||
5/2/2023
|
—
|
—
|
—
|
5/2/2033
|
3,002
|
412,897
|
—
|
—
|
|||||||||||
2/13/2024
|
—
|
7,596
|
108.38
|
2/13/2034
|
1,821
|
250,455
|
3,658
|
503,194
|
|||||||||||
Eric Seip
|
2/9/2021
|
11,175
|
—
|
87.12
|
2/9/2031
|
—
|
—
|
—
|
—
|
||||||||||
2/16/2022
|
6,926
|
3,463
|
88.66
|
2/16/2032
|
1,852
|
254,817
|
—
|
—
|
|||||||||||
2/15/2023
|
2,538
|
5,076
|
98.69
|
2/15/2033
|
1,883
|
258,959
|
3,588
|
493,565
|
|||||||||||
2/13/2024
|
—
|
7,596
|
108.38
|
2/13/2034
|
1,865
|
256,508
|
3,658
|
503,194
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
51
|
Executive Compensation
|
||
Grant Date
|
Grant Type
|
Vesting Schedule
|
2/16/2022
|
PSUs
|
100% of the grant vests upon approval of the PCC Committee, subject to the satisfaction
of the performance criteria. Distribution of shares occurred on 02/18/2025.
|
2/16/2022
|
RSUs
|
100% of the grant vested on 02/16/2025.
|
2/16/2022
|
Stock Options
|
First tranche (33%) vested on 02/16/2023, second tranche (33%) vested on 02/16/2024
and last tranche (34%) vested on 02/16/2025.
|
2/15/2023
|
PSUs
|
100% of the grant vests upon approval of the PCC Committee, subject to the satisfaction
of the performance criteria.
|
Distribution of any shares awarded will be no later than 03/15/2026.
|
||
2/15/2023
|
RSUs
|
100% of the grant will vest on 02/15/2026.
|
2/15/2023
|
Stock Options
|
First tranche (33%) vested on 02/15/2024, second tranche (33%) vested on 02/15/2025
and last tranche (34%) will vest on 02/15/2026.
|
5/2/2023
|
RSUs
|
100% of the grant will vest on 5/02/2026.
|
2/13/2024
|
PSUs
|
100% of the grant vests upon approval of the PCC Committee, subject to the satisfaction
of the performance criteria.
|
Distribution of any shares awarded will be no later than 03/15/2027.
|
||
2/13/2024
|
RSUs
|
100% of the grant will vest on 02/13/2027.
|
2/13/2024
|
Stock Options
|
First tranche (33%) vested on 02/13/2025, second tranche (33%) will vest on 02/13/2026
and last tranche (34%) will vest on 02/13/2027.
|
Option Awards
|
Stock Awards
|
||||||||
Number of
Shares
Acquired
on Exercise
|
Value Realized
on Exercise
(1)
|
Number of
Shares
Acquired
on Vesting
|
Value Realized
on Vesting
(2),(3)
|
||||||
Name
|
(#)
|
($)
|
(#)
|
($)
|
|||||
James Zallie
|
56,331
|
1,484,366
|
94,847
|
10,326,517
|
|||||
James Gray
|
59,857
|
1,275,134
|
25,793
|
2,814,311
|
|||||
Tanya Jaeger de Foras
|
—
|
—
|
—
|
—
|
|||||
Robert Ritchie
|
1,195
|
51,050
|
5,133
|
559,991
|
|||||
Eric Seip
|
—
|
—
|
12,845
|
1,400,166
|
|||||
52
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Name
|
Plan Name
|
Number of
Years
Credited
Service
|
Present
Value of
Accumulated
Benefit
(1)
($)
|
Payments
During
Last Fiscal Year
|
|||
James Zallie
|
Cash Balance Plan
|
33
|
447,398
|
—
|
|||
Nonqualified Cash Balance Make-up Account
|
33
|
2,210,313
|
—
|
||||
National Starch LLC Pension Plan
|
27
|
1,095,942
|
—
|
||||
National Starch Excess Pension Plan
|
27
|
1,650,492
|
—
|
||||
James Gray
|
Cash Balance Plan
|
3
|
119,872
|
—
|
|||
Nonqualified Cash Balance Make-up Account
|
3
|
257,154
|
—
|
||||
Robert Ritchie
|
Cash Balance Plan
|
20
|
455,676
|
—
|
|||
Nonqualified Cash Balance Make-up Account
|
20
|
187,966
|
—
|
||||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
53
|
Executive Compensation
|
||
Name
|
Executive
Contributions
in
2024
(1)
($)
|
Company
Contributions
in
2024
(2)
($)
|
Aggregate
Earnings
in 2024
(3)
($)
|
Aggregate
Withdrawal/
Distributions
in 2024
($)
|
Aggregate
Balance
on December 31,
2024
(3)
($)
|
|||||
James Zallie
|
216,084
|
195,598
|
351,350
|
—
|
4,533,859
|
|||||
James Gray
|
545,426
|
70,010
|
266,146
|
—
|
1,679,395
|
|||||
Tanya Jaeger de Foras
|
56,804
|
54,186
|
11,897
|
—
|
198,742
|
|||||
Robert Ritchie
|
90,403
|
33,632
|
43,250
|
—
|
595,532
|
|||||
Eric Seip
|
294,560
|
54,980
|
209,721
|
—
|
1,441,158
|
|||||
54
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
55
|
Executive Compensation
|
||
Grant Year
|
Treatment
|
|
2022 and 2023
|
•
Unvested Stock Options: after 1 year from grant date; continue to vest
|
|
•
RSUs after 1 year from grant date: continue to vest
|
||
•
RSUs less than 1 year from grant date: pro-rata accelerated vesting based on number of full months
active during vesting period
|
||
•
PSUs if actively employed for the first year of the performance period: pro-rata vest at time of event
based on target performance and number of full months active during performance period
|
||
•
PSUs if not actively employed for the first year of the performance period: forfeit
|
||
2024
|
•
Unvested Stock Options: continue to vest
|
|
•
Vested Stock Options: exercisable for 3 years from date of event
|
||
•
RSUs: pro-rata accelerated vesting based on number of full months active during vesting period
|
||
•
PSUs: pro-rata accelerated vesting based on target (100%) performance and the number of full
months active during vesting period
|
56
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
AIP
|
Eligible for a prorated award under AIP.
|
|
Unvested Performance Shares
|
For the 2023 outstanding performance cycle, provided the NEO has been
actively employed for at least one year following grant date, shares will vest
pro rata based on the number of full months actively employed during the
applicable performance period, subject to actual Company performance.
2024 performance shares will vest pro-rata based on the number of full
months actively employed during the applicable performance period, subject
to actual Company performance.
|
|
Unvested RSUs
|
Shares from the 2023 RSU grant will continue to vest per the original vesting
schedule provided the NEO has been actively employed for at least one year
following grant date. If an NEO retires less than one year from the grant date,
awards will vest pro rata based on the number of full months actively
employed during the vesting period.
2024 RSU awards will continue to vest per the original vesting schedule.
|
|
Unvested Stock Options
|
Unvested options from the 2023 stock option grant will continue to vest per
the original vesting schedule if the NEO has been actively employed for at
least one year following grant date. If an NEO retires less than one year
following grant date, unvested stock options forfeit.
Unvested stock options granted in 2024 will continue to vest per the original
vesting schedule.
|
|
Plan Element
|
Description
|
|
Definition of “CIC”
|
As defined in the Agreements, results from any of the following:
|
|
•
Acquisition by an individual, entity, or group of persons of beneficial ownership of 20% or
more of our common stock,
•
Change in composition of the board such that the individuals who, as of the effective
date of the CIC Plan, constitute the board cease for any reason to constitute at least a
majority of the board during any 12-month period, provided, however, that any
individual who becomes a member of the board subsequent to the effective date of the
CIC Plan and was approved by a majority vote of the board shall be considered as though
such individual were a member of the board,
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
57
|
Executive Compensation
|
||
•
A merger or sale of substantially all of our assets except where owners of our shares own
a majority of the voting shares of the surviving corporation or purchaser of the assets,
and no person other than us or our benefits plans who owned 15% of our stock before
the transaction owns 25% or more of the stock of the survivor or purchaser, and the
directors who must be a majority under the preceding provision are a majority of the
directors of the surviving corporation or purchaser, or
•
The consummation of a plan of our complete liquidation or dissolution.
|
||
As defined in the CIC Plan, results from any of the following:
|
||
•
Acquisition by any one person, or more than one person acting as a group, of ownership
of equity of the Company possessing more than 30% of the total voting power of the
equity of the Company,
|
||
•
Acquisition by any one person, or more than one person acting as a group, of ownership
of equity of the Company that, together with equity held by such person or group,
constitutes more than 50% of the total fair market value or total voting power of the
equity of the Company,
|
||
•
Acquisition by any one person, or more than one person acting as a group, of all or
substantially all of the assets of the Company, or
|
||
•
Change in composition of the board such that the individuals who, as of the effective
date of the CIC Plan, constitute the board cease for any reason to constitute at least a
majority of the board during any 12-month period, provided, however, that any
individual who becomes a member of the board subsequent to the effective date of the
CIC Plan and was approved by a majority vote of the board shall be considered as though
such individual were a member of the board.
|
||
Definition of “Cause”
|
Under the Agreements, the occurrence of one of the conditions below with respect to the NEO:
•
Willful engagement in conduct which involves dishonesty or moral turpitude which
either:
|
|
(i)
results in substantial personal enrichment of the NEO at our expense, or
(ii)
is demonstrably and materially injurious to our financial condition or reputation,
|
||
•
Willful violation of the provisions of the confidentiality or non-competition agreement
entered into between the Company or any of its subsidiaries and the NEO, or
•
Commitment of a felony.
|
||
Under the CIC Plan, the occurrence of one of the conditions below with respect to the NEO:
•
Willful engagement in conduct which involves dishonesty or moral turpitude which
either:
|
||
(i)
results in substantial personal enrichment of the NEO at our expense,
(ii)
is demonstrably and materially injurious to our financial condition or reputation, or
(iii)
is a material violation of the Company’s Code of Conduct,
|
||
•
Willful violation of the provisions of the confidentiality, non-competition or other
material agreement entered into between the Company or any of its subsidiaries and the
NEO,
•
Commitment of a felony, or
•
the NEO’s failure or refusal to perform the duties or responsibilities of their position or as
otherwise assigned within ten days after written notice.
|
||
Definition of “Good
Reason”
|
Under the Agreements:
•
Material reduction in base salary,
•
Relocation beyond 35 miles from office location immediately prior to the CIC,
•
Material reduction in job title, job authorities, or responsibilities immediately prior to the
CIC, or
•
Taking of certain other actions as specified in the definition.
|
|
58
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Definition of “Good
Reason” (continued)
|
Under the CIC Plan:
•
Material reduction in base salary,
•
Change in the geographic location of more than a 50 mile radius from the participant’s
designated office location, and that also substantially increases the commute time to the
new geographic location,
•
Material reduction in the participant’s duties or responsibilities, excluding any change in
title, or
•
Taking of certain other actions as specified in the definition.
|
|
Severance and Benefits
(1)
|
Under the terms of their respective agreements, Messrs. Zallie and Gray are eligible to receive:
|
|
(i)
Three times the sum of (a) highest base salary in effect during any consecutive 12-
month period within the 36 months immediately preceding the date of termination
plus (b) target AIP payment for the year in which the termination occurs, paid in a
lump sum, and
(ii)
Continued health and welfare benefit coverage at the same cost and coverage level
as in effect as of the date of termination of employment for 36 months.
|
||
Under the terms of his agreement, Mr. Seip is eligible to receive:
|
||
(i)
Two times the sum of (a) highest base salary in effect during any consecutive 12-
month period within the 36 months immediately preceding the date of termination
plus (b) target AIP payment for the year in which the termination occurs, paid in a
lump sum, and
(ii)
Continued health and welfare benefit coverage at the same cost and coverage level
as in effect as of the date of termination of employment for 24 months.
|
||
Under the terms of their respective agreements, Messrs. Zallie, Gray, and Seip are eligible to
receive:
•
Outplacement services for twelve months following termination,
•
Lump sum amount equivalent to the same level of personal allowances for the period of
three months, and
•
Continued payment of lease payments for three months for any NEO participating in the
car lease programs.
|
||
Under the terms of the CIC Plan, Ms. Jaeger de Foras and Mr. Ritchie are eligible to receive:
|
||
(i)
Two times annual base salary and target annual bonus paid in a lump sum,
(ii)
Full cost of COBRA coverage for 18 months or if earlier, until the NEO ceases to be
eligible for COBRA, and
(iii)
Outplacement services for twelve months following termination.
|
||
Treatment of AIP awards
and Equity Grants
(2)
|
All NEOs would receive:
•
Target annual bonus under the AIP reduced pro-rata for any portion of the plan year in
which the NEO is not employed with the Company; assumes target performance level
was achieved, and
•
All outstanding stock options and stock appreciation rights immediately become
exercisable in full, all other awards immediately vest, all performance periods will lapse,
each performance period will be deemed satisfied at the target level and each option,
stock appreciation right, and other award will represent a right to acquire the
appropriate number of shares of common stock received in the merger or similar
transaction.
|
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
59
|
Executive Compensation
|
||
60
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Cash
|
Equity
|
Benefits and Perquisites
|
|||||||||||
Scenario
|
Severance
Payments
($)
|
AIP Award
(1)
($)
|
Stock
Options
(2)
($)
|
Restricted
Stock
Units
(3)
($)
|
Performance
Share Units
(4)
($)
|
Health and
Welfare
(5)
($)
|
Retirement
(6)
($)
|
Perquisites
(7)
($)
|
Outplacement
($)
|
TOTAL
($)
|
|||
James Zallie
|
Retirement
|
—
|
2,704,247
|
5,319,217
|
5,439,820
|
4,330,710
|
102,189
|
—
|
—
|
—
|
17,896,183
|
||
Death
|
—
|
2,704,247
|
3,625,810
|
4,409,195
|
4,330,710
|
102,189
|
—
|
—
|
—
|
15,172,151
|
|||
Disability
|
—
|
2,704,247
|
3,625,810
|
4,409,195
|
4,330,710
|
102,189
|
—
|
—
|
—
|
15,172,151
|
|||
Involuntary
Termination
Without
Cause
|
1,245,600
|
2,704,247
|
5,319,217
|
5,439,820
|
4,330,710
|
—
|
—
|
—
|
—
|
19,039,594
|
|||
Change in
Control
|
9,342,000
|
1,868,400
|
5,319,217
|
7,014,444
|
8,634,641
|
157,376
|
1,020,854
|
2,219
|
15,000
|
33,374,151
|
|||
James Gray
|
Retirement
|
—
|
999,029
|
1,197,196
|
1,186,073
|
992,771
|
—
|
—
|
—
|
—
|
4,375,069
|
||
Death/
Disability
|
—
|
999,029
|
844,969
|
958,639
|
992,771
|
—
|
—
|
—
|
—
|
3,795,408
|
|||
Involuntary
Termination
Without
Cause
|
732,900
|
999,029
|
1,197,196
|
1,186,073
|
992,771
|
—
|
—
|
—
|
—
|
5,107,969
|
|||
Change in
Control
|
4,287,465
|
696,255
|
1,197,196
|
1,568,131
|
2,008,101
|
72,554
|
411,473
|
3,594
|
15,000
|
10,259,769
|
|||
Tanya
Jaeger de
Foras
|
Retirement
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
Death/
Disability
|
—
|
516,163
|
460,252
|
499,578
|
540,473
|
—
|
—
|
—
|
—
|
2,016,466
|
|||
Involuntary
Termination
Without
Cause
|
884,417
|
516,163
|
—
|
—
|
—
|
37,026
|
—
|
—
|
15,000
|
1,452,606
|
|||
Change in
Control
|
1,768,833
|
364,172
|
636,390
|
830,415
|
1,093,740
|
37,026
|
—
|
—
|
15,000
|
4,745,576
|
|||
Robert
Ritchie
|
Retirement
|
—
|
575,088
|
361,482
|
680,738
|
288,051
|
44,854
|
—
|
—
|
—
|
1,950,213
|
||
Death/
Disability
|
—
|
575,088
|
293,755
|
443,273
|
288,051
|
44,854
|
—
|
—
|
—
|
1,645,021
|
|||
Involuntary
Termination
Without
Cause
|
910,000
|
575,088
|
361,482
|
680,738
|
288,051
|
81,879
|
—
|
—
|
15,000
|
2,912,238
|
|||
Change in
Control
|
1,820,000
|
390,000
|
361,482
|
865,994
|
683,673
|
81,879
|
109,200
|
—
|
15,000
|
4,327,228
|
|||
Eric Seip
|
Retirement
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||
Death/
Disability
|
—
|
531,504
|
418,955
|
470,166
|
496,775
|
—
|
—
|
—
|
—
|
1,917,400
|
|||
Involuntary
Termination
Without
Cause
|
543,375
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
543,375
|
|||
Change in
Control
|
1,847,475
|
380,363
|
588,296
|
770,284
|
996,760
|
36,246
|
169,138
|
3,594
|
15,000
|
4,807,156
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
61
|
Executive Compensation
|
||
62
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
Value of Initial Fixed $100
Investment Based On:
|
|||||||||
Year
(a)
|
Summary
Compensation
Table Total
for
PEO
(1)
($)
(b)
|
Compensation
Actually Paid
to PEO
(2)
($)
(c)
|
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
(3)
($)
(d)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(2)
($)
(e)
|
Total
Shareholder
Return
(4)
($)
(f)
|
PvP Peer
Group
Total
Shareholder
Return
(5)
($)
(g)
|
Net Income
(6)
(in millions)
(h)
|
Adjusted
EBITDA
(7)
(in millions)
(i)
|
|
2024
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
Adjustments to
Determine
Compensation
“Actually Paid”
|
PEO
|
Non-PEO NEOs
|
||||||||
2024
($)
|
2023
($)
|
2022
($)
|
2021
($)
|
2020
($)
|
2024
($)
|
2023
($)
|
2022
($)
|
2021
($)
|
2020
($)
|
|
Deduction for
Change in the
Actuarial
Present Values
reported under
the “Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings”
Column in the
SCT
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Deduction for
Amounts
Reported
under the
“Stock Awards”
Column in the
SCT
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
63
|
Executive Compensation
|
||
Adjustments to
Determine
Compensation
“Actually Paid”
|
PEO
|
Non-PEO NEOs
|
||||||||
2024
($)
|
2023
($)
|
2022
($)
|
2021
($)
|
2020
($)
|
2024
($)
|
2023
($)
|
2022
($)
|
2021
($)
|
2020
($)
|
|
Deduction for
Amounts
Reported
under the
“Option
Awards”
Column in the
SCT
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Increase for
“Service Cost”
for Pension
Plans
|
|
|
|
|
|
|
|
|
|
|
Fair value of
equity
compensation
granted in
current year
|
|
|
|
|
|
|
|
|
|
|
Change in fair
value from end
of prior fiscal
year to end of
current fiscal
year for awards
made in prior
fiscal years that
were unvested
at end of
current fiscal
year
|
|
|
|
|
-
|
|
|
|
|
-
|
Change in fair
value from end
of prior fiscal
year to vesting
date for
awards made
in prior fiscal
years that
vested during
current fiscal
year
|
|
|
-
|
-
|
-
|
|
|
-
|
-
|
-
|
Fair value of
forfeited
awards
determined at
end of prior
year for awards
made in prior
fiscal years that
were forfeited
during current
fiscal year
|
|
|
|
|
-
|
|
|
|
-
|
-
|
Total
Adjustments
|
|
|
|
|
-
|
|
|
|
|
-
|
64
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Executive Compensation
|
||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
65
|
Executive Compensation
|
||
|
|
|
|
|
66
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Compensation Committee Report; Compensation Committee Interlocks and Insider Participation
|
||
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
67
|
Proposal 2. Advisory Vote on Compensation of Our Named Executive Officers
|
||
The Board of Directors unanimously recommends that you vote
FOR
the following
proposal:
|
68
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Review and Approval of Transactions with Related Persons
|
||
Policy
Transactions with related persons must be approved by the Audit Committee of the Board of Directors or if a related person
involved is a member of the Board of Directors or a nominee to become a director, by all of the disinterested and
independent members of the board. In considering the transaction, the Audit Committee or disinterested and independent
directors will consider all relevant factors, including, as applicable:
•
the size of the transaction and the amount payable, directly or indirectly, to a related person,
•
the nature of the interest or involvement of the related person in the transaction,
•
whether the transaction creates an appearance of a conflict of interest or unfair dealing,
•
whether the rates or charges and other key terms involved in the transaction were determined by competitive bids,
•
whether the transaction involves the provision of goods or services to the Company that are available from
unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at
least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third
parties, and
•
the impact of the transaction on the Company and its stockholders.
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
69
|
Review and Approval of Transactions with Related Persons
|
||
70
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Equity Compensation Plan Information as of December 31, 2024; Audit Committee Report
|
Plan Category
|
Number of
securities
to be issued
upon exercise of
outstanding
options,
warrants and
rights
|
Weighted-
average
exercise price of
outstanding
options,
warrants and
rights
|
Number of securities
remaining available
for
future issuance
under
equity compensation
plans (excluding
securities reflected
in the first column)
|
||
Equity compensation plans approved by security holders
|
2,352,446
(1)
|
$100.04
(2)
|
5,090,676
|
||
Equity compensation plans not approved by security
holders
|
33,737
(3)
|
N/A
|
N/A
|
||
Total
|
2,386,183
|
$100.04
(4)
|
5,090,676
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
71
|
Proposal 3.
Ratification
of
Appointment
of
KPMG
as
Our
Independent
Registered Public Accounting Firm
|
The Board of Directors unanimously recommends that you vote
FOR
the
ratification of the appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2025.
|
2024
|
2023
|
||
Audit Fees
|
$
4,900,000
|
$
4,294,000
|
|
Audit-Related Fees
|
$
7,000
|
$
31,700
|
|
Tax Fees
|
$
16,000
|
$
36,850
|
|
All Other Fees
|
$
—
|
$
1,500,000
|
|
Total
|
$
4,923,000
|
$
5,862,550
|
|
72
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Proposal
3.
Ratification
of
Appointment
of KPMG
as
Our
Independent
Registered Public Accounting Firm
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
73
|
Questions and Answers About this Proxy Statement and Our 2025 Annual Meeting
|
74
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Questions and Answers About this Proxy Statement and Our 2025 Annual Meeting
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
75
|
Questions and Answers About this Proxy Statement and Our 2025 Annual Meeting
|
Proposal
|
Voting Options
|
Vote Required for Approval
|
Effect of an
Abstention
|
|||
Election of Directors
|
FOR,
AGAINST,
ABSTAIN
|
Majority of the votes cast
|
None: Does not count as a vote cast
on this proposal
|
|||
Approval of Named Executive
Officer Compensation
|
FOR,
AGAINST,
ABSTAIN
|
Majority of voting power of
shares present at the meeting
and entitled to vote thereat
|
Treated as a vote AGAINST
|
|||
Ratification of Appointment of
KPMG as Our Independent
Registered Public Accounting Firm
|
FOR,
AGAINST,
ABSTAIN
|
Majority of voting power of
shares present at the meeting
and entitled to vote thereat
|
Treated as a vote AGAINST
|
|||
76
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Questions and Answers About this Proxy Statement and Our 2025 Annual Meeting
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
77
|
Questions and Answers About this Proxy Statement and Our 2025 Annual Meeting
|
78
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Questions and Answers About this Proxy Statement and Our 2025 Annual Meeting
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
79
|
Questions and Answers About this Proxy Statement and Our 2025 Annual Meeting
|
80
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
Questions and Answers About this Proxy Statement and Our 2025 Annual Meeting
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
81
|
Other Matters; Other Information
|
INGREDION INCORPORATED
|
2025 PROXY STATEMENT
|
A-1
|
Appendix A
|
Year Ended
|
Year Ended
|
||||||
December 31, 2024
|
December 31, 2023
|
||||||
(in millions)
|
Diluted EPS
|
(in millions)
|
Diluted EPS
|
||||
Net income attributable to Ingredion
|
$647
|
$9.71
|
$643
|
$9.60
|
|||
Adjustments:
|
|||||||
Restructuring and resegmentation costs (i)
|
13
|
0.20
|
1
|
0.02
|
|||
Net gain on sale of business (ii)
|
(86)
|
(1.29)
|
—
|
—
|
|||
Impairment charges (iii)
|
109
|
1.63
|
7
|
0.10
|
|||
Other matters (iv)
|
5
|
0.07
|
1
|
0.01
|
|||
Tax item—Mexico (v)
|
18
|
0.27
|
(15)
|
(0.22)
|
|||
Other tax matters (vi)
|
4
|
0.06
|
(6)
|
(0.09)
|
|||
Non-GAAP adjusted net income attributable to
Ingredion
|
$710
|
$10.65
|
$631
|
$9.42
|
|||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Performance Food Group Company | PFGC |
Sysco Corporation | SYY |
ProShares Ultra 7-10 Year Treasury | UST |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|