Ingredion Inc DEF 14A, filed Apr 3, 2024

About this DEF 14A

Ingredion Inc (INGR)

DEF 14A 2024-04-03 For: 2024-05-15

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Added on June 12, 2026

Number of meetings held during 2023: 10

Report: Page 57

V. J. Reich (Chair)

P. Hanrahan (until his retirement from the board effective October 28, 2023)

C. A. Suever

D. A. Wilson

Ingredion Inc filed this DEF 14A on April 3, 2024.

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May 15, 2024		Virtual Annual Meeting Site:
9:00 a.m., Central Daylight Time		www.virtualshareholdermeeting.com/INGR2024


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, business, and long-term interests of our stockholders.	See page 1 for further information

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 beginning on page 23 and the compensation tables and related narrative disclosures beginning on page 39.	See page 55 for further information

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, 2024 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.	See page 58 for further information

Proposal	4	Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers	Our Board recommends a vote FOR this proposal

		The Board of Directors and the Corporate Governance and Nominating Committee believe that providing for officer exculpation as permitted under Delaware law will assist it to attract and retain qualified and experienced officers.	See page 59 for further information


PROPOSAL 1. ELECTION OF DIRECTORS			1
Directors Nominated for Election at the Annual Meeting			1
The Board and Committees			8
Compensation of Non-employee Directors			17
OWNERSHIP OF OUR STOCK			20
Security Ownership of Certain Beneficial Owners and Management			20
Delinquent Section 16(a) Reports			22
EXECUTIVE COMPENSATION			23
Compensation Discussion and Analysis			23
2023 Summary Compensation Table			39
Grants of Plan-Based Awards			41
Outstanding Equity Awards at Fiscal Year-End			42
Option Exercises and Stock Vested			43
2023 Pension Benefits			44
2023 Nonqualified Deferred Compensation			44
Potential Payments Upon Termination or Change in Control			45
Pay Ratio Disclosure			50
Pay Versus Performance Disclosure			51
COMPENSATION COMMITTEE REPORT			54
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			54


PROPOSAL 2. ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			55
REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS			56
EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2023			57
AUDIT COMMITTEE REPORT			57
PROPOSAL 3. RATIFICATION OF APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			58
PROPOSAL 4. APPROVAL OF AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS			59
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND OUR 2024 ANNUAL MEETING			61
OTHER MATTERS			68
OTHER INFORMATION			68
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURE			A-1
APPENDIX B—FORM OF CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INGREDION INCORPORATED			B-1


	Age		Director Since		Committee Membership
Name and Primary Occupation	Age		Director Since		AC	PCCC	CGNC

David B. Fischer \| Independent Director

Former Chief Executive Officer of Greif, Inc.		61		2013

Rhonda L. Jordan \| Independent Director

Former President, Global Health & Wellness, and Sustainability of Kraft Foods Inc.		66		2013

Gregory B. Kenny \| Independent Director, Chair

Former President and Chief Executive Officer of General Cable Corporation		71		2005

Charles V. Magro \| Independent Director

Chief Executive Officer of Corteva Agriscience		54		2022

Victoria J. Reich \| Independent Director

Former Senior Vice President and Chief Financial Officer of Essendant Inc.		66		2013

Catherine A. Suever \| Independent Director

Former Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation		65		2021

Stephan B. Tanda \| Independent Director

President and Chief Executive Officer of AptarGroup, Inc.		58		2019

Jorge A. Uribe \| Independent Director

Former Global Productivity and Organization Transformation Officer of The Procter & Gamble Company		67		2015

Patricia Verduin \| Independent Director

Former Chief Technology Officer, Global Technology for Colgate-Palmolive Company		64		2023

Dwayne A. Wilson \| Independent Director

Former Senior Vice President of Fluor Corporation		65		2010

James P. Zallie

President and Chief Executive Officer of the Company		62		2017


	David B. Fischer Age: 61 Director since: May 2013 Committees: People, Culture, and Compensation Former Chief Executive Officer of Greif, Inc.		Rhonda L. Jordan Age: 66 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. 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 joint venture between Greif, Inc. and 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.		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 being named President, Health & Wellness, 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, a 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 I and Love and You, a privately held branded manufacturer of grain-free food and healthy chews and treats for pets.

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.


	Gregory B. Kenny Age: 71 Director since: March 2005 Committees: Corporate Governance and Nominating, Chair Former President and Chief Executive Officer of General Cable Corporation		Charles V. Magro Age: 54 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., a 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, a 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.


	Victoria J. Reich Age: 66 Director since: November 2013 Committees: Audit, Chair Former Senior Vice President and Chief Financial Officer of Essendant Inc.		Catherine A. Suever Age: 65 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 for H&R Block and as a member of the audit committee, and former chair, for Ecolab. Ms. Reich also serves as a director of Logan Health Whitefish Hospital and Logan Health Whitefish Hospital Foundation, which are not-for-profit organizations.		Ms. Suever served as Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation, a 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, a 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 for 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.


	Stephan B. Tanda Age: 58 Director since: August 2019 Committees: Corporate Governance and Nominating President and Chief Executive Officer of AptarGroup, Inc.		Jorge A. Uribe Age: 67 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., a NYSE-listed global leader in consumer dispensing, active packaging, and drug delivery solutions, since February 2017. Mr. Tanda’s business career spans over 30 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 a 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., a 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.


	Patricia Verduin Age: 64 Director since: May 2023 Committees: Corporate Governance and Nominating Former Chief Technology Officer, Global Technology for Colgate-Palmolive Company		Dwayne A. Wilson Age: 65 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, a 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, a NYSE-listed global manufacturer of specialized polymer materials. In addition, she currently serves as a director of FMC Corporation, a NYSE-listed global agricultural science company specializing in crop protection. Dr. Verduin was a director of the Monsanto Company, a 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 board of multiple public companies in addition to Ingredion and on the board of a not-for-profit organization.


		James P. Zallie Age: 62 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 as Executive Vice President, Global Specialties and President, North America and EMEA from January 2014 to December 2015. Prior to that service, Mr. Zallie served as Executive Vice President, Global Specialties and President, EMEA and Asia-Pacific from February 2012 to January 2014. Mr. Zallie previously served as Executive Vice President and President, Global Ingredient Solutions from October 2010 to January 2012 and 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, a 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 on the board of a not-for-profit organization.


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 $500,000)

Time to meet requirement		Within five years of election to the board

Shares counted toward ownership		Common stock, including restricted stock, restricted stock units, and phantom stock units


Annual Compensation Elements	Amount ($)

Annual Cash Retainer		100,000

Annual Equity Retainer		150,000

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


Name	Fees Earned or Paid in Cash⁽¹⁾ ($)		Stock Awards⁽²⁾ ($)		All Other Compensation⁽³⁾ ($)		Total ($)

David B. Fischer		100,000		151,841		—		251,841

Paul Hanrahan^(4),(5)		82,609		125,061		—		207,670

Rhonda L. Jordan⁽⁶⁾		120,000		151,841		8,500		280,341

Gregory B. Kenny⁽⁷⁾		275,000		151,841		—		426,841

Charles V. Magro⁽⁵⁾		100,000		151,841		—		251,841

Victoria J. Reich⁽⁸⁾		125,000		151,841		2,000		278,841

Catherine A. Suever		100,000		151,841		2,000		253,841

Stephan B. Tanda		100,000		151,841		—		251,841

Jorge A. Uribe		100,000		151,841		—		251,841

Patricia Verduin⁽⁹⁾		61,813		93,280		6,500		161,594

Dwayne A. Wilson		100,000		151,841		5,000		256,841


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		11.8	%

BlackRock, Inc.⁽²⁾ 50 Hudson Yards New York, NY 10001		6,224,071		9.5	%


	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		13,849		*

Rhonda L. Jordan		—		22,725		*

Gregory B. Kenny		—		60,515		*

Charles V. Magro		—		4,524		*

Victoria J. Reich		—		16,139		*

Catherine A. Suever		1,471		2,379		*

Stephan B. Tanda		7,817		—		*

Jorge A. Uribe		4,127		12,273		*

Patricia Verduin		903		—		*

Dwayne A. Wilson		—		24,263		*

James Zallie		679,974		50,016		1.0	%

James Gray		168,625		17,911		*

Eric Seip		37,895		10,481		*

Nancy Wolfe		8,546		8,007		*

Jeremy Xu		36,931		20,630		*

All Directors and executive officers as a group (21 persons)		1,149,220		288,907		1.8	%




James Zallie President and Chief Executive Officer	James Gray Executive Vice President and Chief Financial Officer	Eric Seip Senior Vice President, Global Operations, and Chief Supply Chain Officer	Nancy Wolfe Senior Vice President and Chief Human Resources Officer	Jeremy Xu Senior Vice President, Chief Innovation Officer and President, Global Healthful Solutions



Executive Summary		23

2023 Business Performance		24

Core Compensation Practices		25

2023 Executive Pay Highlights		26

Consideration of the 2023 Say-on-Pay Advisory Vote		26

Our Executive Compensation Program		26

Elements of Compensation		28

Other Compensation Elements		33

How Compensation Decisions Are Made		35

Compensation Governance		37


		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 96% of the votes cast at our 2023 annual meeting approved the NEO compensation program, as described in our 2023 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.


Name	2022 Base Salary ($)		2023 Base Salary ($)		Increase (%)

James Zallie		1,147,203		1,200,000		4.6%

James Gray		670,000		698,000		4.2%

Eric Seip		504,500		525,000		4.1%

Nancy Wolfe		460,000		485,000		5.4%

Jeremy Xu		550,000		605,000		10.0%


Name	2022 Target opportunity as a % of salary			2023 Target opportunity as a % of salary

James Zallie		130	%		150	%

James Gray		85	%		85	%

Eric Seip		70	%		70	%

Nancy Wolfe		65	%		70	%

Jeremy Xu		65	%		70	%


Financial Metric		Rationale

Adjusted EBITDA⁽¹⁾		Serves as a foundation for our growth and, as a result, shareholder value.

Specialty Net Revenue Growth vs Prior Year		A key objective of our growth strategy; incentivizes global focus on specialty ingredients products to deliver greater 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.


For 2023, the personal objectives for all Ingredion employees, including the CEO and all other NEOs, were aligned with Ingredion’s four strategic pillars (Specialties Growth, Cost Competitiveness, Commercial Excellence and Purpose, Culture, Values and Talent) and the core Company value of “Care First.” In particular, Mr. Zallie’s personal objectives for 2023 focused on employee safety, sustainable sourcing, refreshing the Company’s strategy, delivery of strategic growth, cost competitiveness, commercial excellence, succession planning, and employee engagement.


	Annual Incentive				Plan Achievement							2023 Payout
Name	Target ($)		Maximum ($)		Personal Objectives (%)			Personal Objectives ($)		AIP Financial Metric Payout ($)		Overall % of AIP Target			Amount ($)

James Zallie		1,800,000		3,600,000		150.00	%		540,000		1,823,400		131	%		2,363,400

James Gray		593,300		1,186,600		143.75	%		170,870		601,013		130	%		771,884

Eric Seip		367,500		735,000		147.50	%		108,780		372,278		131	%		481,058

Nancy Wolfe		339,500		679,000		140.00	%		95,060		343,914		129	%		438,974

Jeremy Xu⁽¹⁾		416,538		833,077		100.00	%		83,308		421,953		121	%		505,262


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


	2023 Annual Equity Grants⁽¹⁾
	PSUs				RSUs				Stock Options
Name	(#)⁽²⁾		($)⁽³⁾		(#)⁽²⁾		($)⁽³⁾		(#)⁽²⁾		($)⁽³⁾

James Zallie		31,677		3,200,000		15,838		1,600,000		67,216		1,600,000

James Gray		7,053		712,500		3,527		356,250		14,966		356,250

Eric Seip		3,588		362,500		1,794		181,250		7,614		181,250

Nancy Wolfe		3,465		350,000		1,732		175,000		7,352		175,000

Jeremy Xu		3,465		350,000		1,732		175,000		7,352		175,000


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.



How the Compensation Peer Group Was Chosen	2023 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	• 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 Company (f/k/a Kellogg Company) • Keurig Dr Pepper Inc. • Lamb Weston Holdings, Inc. • McCormick & Company, Inc. • Molson Coors Beverage Company • Post Holdings, Inc. • TreeHouse Foods, Inc.	• Benchmarking: 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 • Assess the competitiveness of total direct compensation awarded to senior executives • Compare pay-for-performance alignment


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	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
	2021	1,101,990	—	5,402,825	1,622,964	1,651,973	356,593	189,738	10,326,083
James Gray EVP and Chief Financial Officer	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
	2021	639,655	—	1,588,429	343,844	592,847	49,712	73,853	3,288,340
Eric Seip SVP, Global Operations and Chief Supply Chain Officer	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
	2021	474,119	250,000	807,877	137,535	312,429	191	138,964	2,121,115
Nancy Wolfe SVP and Chief Human Resources Officer	2023	482,917	122,230	566,842	174,978	438,974	2,490	95,449	1,883,880
Nancy Wolfe SVP and Chief Human Resources Officer	2022	432,282	215,000	673,033	137,486	330,546	29	138,014	1,926,390
Jeremy Xu⁽⁷⁾ SVP, Chief Innovation Officer and President, Global Healthful Solutions	2023	592,917	—	719,021	174,978	505,262	—	98,659	2,090,837
	2022	548,063	500,000	437,655	143,742	423,227	—	103,797	2,156,484
	2021	526,604	700,000	850,521	151,295	370,411	—	120,978	2,719,809


Named Executive Officer	Company Contributions to Qualified and Nonqualified Savings Plans^(a) ($)		Perquisites^(b) ($)		Other^(c) ($)		Total All Other Compensation ($)

James Zallie		179,280		15,535		8,500		203,315

James Gray		78,007		15,000		9,460		102,467

Eric Seip		75,729		20,500		7,571		103,800

Nancy Wolfe		68,982		19,007		7,460		95,449

Jeremy Xu		78,936		18,823		900		98,659