Ingredion Inc
For the period ended Apr 9, 2025. Filed Apr 9, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 9, 2025 · Filed Apr 9, 2025
Contents
Elements of Compensation
Base Salary
Base salary is the primary element of compensation that is fixed. In setting base salaries for each NEO, the PCC Committee uses
the same approach the Company uses to determine compensation for the broader employee population, including pay
competitiveness, which generally targets base salaries within a reasonable range around the median of comparable roles within
our Compensation Peer Group and the broader market. Specific NEO salaries vary based on level of job responsibility, years of
experience, time in position, internal equity considerations, and individual performance.
2024 Compensation Actions
In 2024, the CEO recommended base salary increases for the other NEOs, all of which were approved by the PCC Committee.
The PCC Committee recommended the base salary increase for the CEO, and the Board of Directors, without the participation
of the CEO, discussed and approved the final salary increase. Base salaries for the NEOs and 2024 increases are shown in the
table below:
| Name | 2023BaseSalary($) | 2024BaseSalary($) | 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% |
Annual Incentive Plan
We design our AIP to motivate our NEOs to achieve or exceed our annual financial, strategic, and individual goals. The PCC
Committee sets the formula and establishes target, threshold, and maximum annual incentive opportunities at the beginning of
each year. Target goals are based on the financial goals for the Company. The financial goals are recommended by Company
management and, after review and discussion, approved by our Board of Directors. The PCC Committee determines the actual
awards earned by each NEO based on Company annual financial results and individual performance against the pre-defined
strategic objectives for each executive, with the award for the CEO recommended by the PCC Committee to the board for
approval. Annual incentive award payouts can vary greatly from year to year based on actual financial performance relative to
the target goals.
| 32 | INGREDION INCORPORATED | 2025 PROXY STATEMENT |
Executive Compensation
Annual Incentive Plan Target Opportunity
The PCC Committee approves the cash, short-term incentive target opportunity for each NEO, other than the CEO, expressed as
a percentage of base salary. The Board of Directors approves the cash, short-term incentive target opportunity for the CEO,
which is also expressed as a percentage ofbase salary.
| Base Salary as of December 31, 2024 | X | Target AIP Opportunity (% of Base Salary) | = | Target AIP Amount |
The PCC Committee approves the annual incentive targets for the NEOs, other than the CEO, considering both market data and
recommendations from the CEO. Target annual incentive opportunities are set within a reasonable range around the median of
our Compensation Peer Group and the broader market. The target award percentage was increased in 2024 for Messrs. Gray
and Ritchie after considering a number of factors, including total cash compensation positioning and internal equity. The PCC
Committee agreed on a recommendation for the CEO’s 2024 AIP target that was approved by the Board of Directors.
The annual incentive opportunity for the NEOs is shown in the table below.
| Name | 2023Target opportunityas a % of salary | 2024Target opportunityas 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% |
2024 AIP Design
The 2024 AIP design consists of three financial metrics that constitute 80% of the plan, with the remaining 20% consisting of
personal objectives. The PCC Committee approves the individual personal objectives for the NEOs other than the CEO. The
Board of Directors reviews and approves the individual personal goals and objectives for our CEO in light of the Company’s
corporate financial goals and objectives.
| 80% | 20% | ||||
| 70% | 15% | 15% | + | Personal Objectives | |
| Adjusted EBITDA · WorkingCapital as a % of Net Sales · Cost /Productivity | |||||
|---|---|---|---|---|---|
To be eligible to receive an incentive payment for the 2024 performance period, an NEO must:
be an employee of the Company on the date the annual incentive is paid or have terminated employment during the
performance period due to retirement, disability, or death, and
have been employed by the Company for more than three months of the performance period.
| INGREDION INCORPORATED | 2025 PROXY STATEMENT | 33 |
|---|
Executive Compensation
An NEO who is eligible to receive an incentive payment for the performance period, but who was not actively employed during
the entire performance period due to such NEO’s retirement, disability, or death, will receive a pro-rata payment determined in
accordance with rules approved by the PCC Committee.
Financial Metrics
The metrics used to determine the financial performance components and the rationale for choosing these metrics is described
below. In selecting metrics, the PCC Committee seeks to incentivize execution against our strategy. The PCC Committee
determined that each of the metrics described below incentivized a key component of our strategy and that our executives
have the ability to influence the Company’s performance on each metric. Payouts for each metric can range from 0% to 200%.
| 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. |
(1)Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company for these purposes as income before income taxes,
calculated in accordance with GAAP, adjusted for the following items: depreciation and amortization; financing costs; other non-operating
expense; restructuring and resegmentation costs; net gain on sale of business; impairment charges; and certain other matters outside the
normal course of business that may occur during the applicable year.
(2)Working capital as a percentage of net sales is defined as the 12-month average of trade accounts receivable plus inventory less trade
accounts payable and accrued expenses, divided by average monthly netsales.
(3) Cost/productivity is a cost-savings metric defined by SG&A and COGS targets, inclusive of procurement savings.
2024 Financial Metrics, Targets, and Results
The PCC Committee recognizes the importance of establishing realistic yet rigorous targets that continue to motivate and retain
executives. The AIP targets for each year are set, together with the Company budget, at the beginning of the current year,
taking into consideration prior year results, growth targets, and potential risks to achieving the target during the performance
period. The targets and performance scale for each metric are approved after thorough review and discussion at both the PCC
Committee and Board of Directors. The range of performance from threshold to maximum is intended to reflect the expected
variance of operating results. Details on the metrics, weightings, performance scale, and results for the 2024 AIPare shown
below:
| 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 | |||
$1,228.3
$23.5
20.1%
| 34 | INGREDION INCORPORATED | 2025 PROXY STATEMENT |
Executive Compensation
2024 Segment Targets and Financial Results
To determine the Adjusted EBITDA portion of the AIP award for Mr. Ritchie, the 70% weight for his Adjusted EBITDA was
allocated 15% to each of the two Food and Industrial Ingredients segments (US/Canada and LATAM) and the remaining 40%
was based upon the total Company Adjusted EBITDA asshown above.
| 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 | |
Personal Objectives
At the beginning of each year, based on the annual financial and strategic plan, our CEO and the other NEOs develop annual
quantitative and qualitative personal objectives. The personal objectives for the CEO are recommended by the PCC Committee
to the Board of Directors and, after review and discussion, are approved by the Board of Directors. The personal objectives for
the NEOs, other than the CEO, are recommended by the CEO to the PCC Committee and, after review and discussion, approved
by the PCC Committee.
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.
The personal objectives of the other NEOs were aligned with and supported Mr. Zallie’s personal objectives and focused on the
same strategic categories with varying levels of emphasis and weighting. A maximum 200% payout on the personal objective
component is possible for exceptional performance, while a payout of 0% on the personal objectives is possible for poor
performance.
At the conclusion of the annual performance period:
Our CEO provides a detailed self-appraisal of his performance relative to the achievement of his annual personal
objectives and the quality of work performed, which is shared with the Board of Directors. Following a thorough review
and discussion of all information provided, the PCC Committee recommends a personal objective rating for the CEO to
the board, and the Board of Directors makes the final decision on the personal objective rating for the CEO.
For each of the other NEOs, the CEO provides the PCC Committee with an individual performance assessment and rating
recommendation based on each NEO’s contributions and achievements during the year. The PCC Committee reviews
and discusses the recommendations made by the CEO before approving the individual performance rating for each NEO.
The PCC Committee retains discretion to adjust earned AIP awards up or down in extraordinary circumstances. No such
adjustments were made to earned AIP awards for 2024.
| INGREDION INCORPORATED | 2025 PROXY STATEMENT | 35 |
|---|
Executive Compensation
2024 AIP Payouts
After determining the 2024 financial achievement and individual performance achievement against the annual personal
objectives for each NEO, the PCC Committee approved the following annual incentive cash payments:
| Financial Factors (80%) · Personal Objectives (20%) · 2024 AggregatePayout | |||||||
|---|---|---|---|---|---|---|---|
| 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 |
Long-term Incentive Compensation
We design our annual long-term incentive program (“LTIP”) to provide variable compensation in the form of equity that
rewards executives when we achieve long-term results that align with stockholder interests. Our LTIP incentivizes our NEOs to
focus on important performance objectives that we believe will translate into sustainable stockholder returns over the long
term. For 2024, we continued with the same mix of awards used in prior years, as shown in the table below, to provide a
balance of performance- and retention-based compensation to support our long-term strategy. This mix of awards, consisting
of performance share units (“PSUs”), restricted stock units (“RSUs”), and stock options, is designed to tie executive
compensation to TSR, balance performance focus with the ability to retain executives, and mitigate the risk of over-focusing on
a single metric.
| 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 to NEOs
The table below shows the 2024 annual equity grants to our NEOs. In determining each grant, the PCC Committee considered
the executive’s level of responsibility, individual and Company performance, external market positioning, and
recommendations from the CEO (for the other NEOs). We approve long-term incentive grants at the PCC Committee’s first
meeting of each fiscal year, typically in February, at the same time other elements of compensation are determined so that we
can consider all elements of compensation simultaneously when making decisions.
| 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 |
(1)Grant date for the annual equity grants was February 13, 2024. Value of PSUs is reflectedat target (100% achievement)since actual
value of grant/shares earned, if any, will be determined after the three-year performance cycle ending on December 31, 2026.
(2)Represents the dollar amount approved by the PCC Committee. This amount differs from the value in the “2024 Grants of Plan-Based
Awards” table on page 49, which represents the accounting value of the award.
Performance Share Units
The PCC Committee approves performance targets for a three-year performance cycle when it grants PSUs. At the end of the
three-year performance cycle, grants will vest only if the PCC Committee certifies that Company results meet or exceed the
applicable performance thresholds set at the beginning of the cycle. Vested PSUs are settled in shares of common stock in the
first quarter following the end of the performance cycle. Beginning with the 2023 performance year, dividend equivalents
accrue during the performance period and are paid in cash based on the actual number of shares earned. However, if no
performance shares are earned for a performance cycle, no dividends are paid.
The table below outlines the performance measures, weightings, and performance scale for the February 2024 annual PSU
grant and outlines the rationale for selecting each metric. In selecting the metrics, the PCC Committee sought to incentivize
behavior consistent with achieving our long-term growth objectives and to align the interests of our executives with the
interests of our stockholders.
| 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. | <25thpercentile | 50thpercentile | ≥75thpercentile |
(1)Adjusted ROIC is a financial performance ratio not defined under GAAP. The Company defines Adjusted ROIC as adjusted operating
income, net of tax, divided by average end-of-year balances for the current year and prior year total net debt and equity. Adjusted
operating income, net of tax, is a non-GAAP financial measure. The Company defines adjusted operating income, net of tax, as net income,
calculated in accordance with GAAP, as adjusted for amounts such as acquisition and integration costs, impairment and restructuring
costs, and certain other matters outside the normal course of business that may occur during the applicable year.
(2)rTSR measures our stock performance relative to a 20-company performance peer group that was selected prior to the start of the
performance period. This metric measures how well our stock has performed compared to the Performance Peer Group over the
performance period.
| INGREDION INCORPORATED | 2025 PROXY STATEMENT | 37 |
|---|
Executive Compensation
2022 – 2024 Performance Share Plan Results
The following chart shows:
the key financial metrics, weighting, and performance goals the PCC Committee set in 2022,
our actual performance over the 2022 – 2024 performance cycle, and
the final performance results approved by the PCC Committee at the end of the 2022 – 2024 performance cycle.
Based on three-year results that exceeded the pre-established maximum performance levels, the 2022 – 2024 PSU awards paid
out at 200% of target. Actual results for the 2022 – 2024 performance cycle are shown below:
| 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% | <25th | Median | ≥75th | 95th | 200% |
| Final Performance Rating | 200% | |||||
(1)Adjusted ROIC, which is a financial performance ratio not defined under GAAP, is defined by the Company in the manner specified in
footnote 1 to the table presented under “Performance Share Units” above and is reported in our Annual Report on Form 10-K for the year
ended December 31, 2024.
(2)rTSR measures our stock performance relative to a 19-company performance peer group that was selected prior to the start of the
performance period. This metric measures how well our stock has performed compared to the Performance Peer Group over the
performance period.
Stock Options
Of our NEOs’ long-term incentive, 25% is delivered in the form of nonqualified stock options that vest ratably over three years
and have a term of ten years. The exercise price of stock options is the Closing Price of our common stock on the grant date.
Stock options have no realizable value at the time of grant. NEOs will realize value from stock options only if the Company’s
share price has appreciated above the exercise price as of the option exercise date.
Restricted Stock Units
We grant RSUs to align the interests of our NEOs with the interests of our stockholders and to promote retention of critical
talent. These awards also help to balance the long-term incentive compensation mix for our NEOs to minimize risk-taking.
RSUs granted to the NEOs in February 2024 cliff vest on the third anniversary of the grant date. As of each dividend payable
date, additional RSUs equivalent to the value of the dividend are credited to the award. The additional RSUs credited are
subject to the same terms and conditions as the underlying award.
| 38 | INGREDION INCORPORATED | 2025 PROXY STATEMENT |
Executive Compensation
OTHER COMPENSATION ELEMENTS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.