Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-13

Ingles Markets (IMKTA)

CEO James Lanning was paid $3,130,472 in fiscal year 2025, ↓ down 0.1% from fiscal year 2024, the 25th percentile of its disclosed peer group (SEC filing 0001140361-26-012518 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$7,414,155
Robert Ingle total, FY2025
Chairman of the Board — highest-paid officer; CEO James Lanning: $3,130,472
25th
CEO (James Lanning) pay percentile vs peers
132:1
CEO-to-median pay ratio
91.2%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- James Lanning (Chief Executive Officer and President), FY2025 total compensation $3,130,472 (base salary $1,120,000) [exec_comp, SEC accession 0001140361-26-012518, filed 2026-04-01]

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IMKTA's next annual pay disclosure, estimated April 1, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Robert Ingle$1,195,000$6,085,000————$134,155$7,414,155
Chairman of the Board
James Lanning1,120,0001,945,000————65,4723,130,472
Chief Executive Officer and President
Patricia Jackson475,577300,000——0—26,488802,065
Vice President Finance, Chief Financial Officer
Michael Hogan340,96265,000——49,950—19,389475,301
President, Milkco, Inc.

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Robert Ingle$7,414,155$7,422,380$7,951,372↓ −8,225
James Lanning3,130,4723,132,8833,290,980↓ −2,411
Patricia Jackson802,065743,669745,600↑ +58,396
Michael Hogan475,301435,451438,970↑ +39,850

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against IMKTA
1 company names IMKTA as a compensation peer

Each company listed discloses IMKTA in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named IMKTA in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Brenda S. TudorIndependent Director$37,508
Ernest E. FergusonIndependent Director$37,508
Fred D. AyersIndependent Director$42,500
John R. LowdenFormer director (through FY2025)$17,500
Laura Ingle SharpDirector$20,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-3051,861,4835,001,10276,10091.2%Passed
20252025-03-0350,789,6893,725,69227,70993.17%Passed
20242024-02-1350,989,1993,077,88938,31994.31%Passed
20232023-02-1451,843,0452,573,84042,11695.27%Passed
20222022-02-1552,773,5672,655,62353,91395.21%Passed
20172017-02-1468,666,26093,45675,70499.86%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-04-3091.2%a
20252025-03-0393.17%b
20242024-02-1394.31%c

a. Approved under the standard stated in the filing — “Abstentions with respect to a proposal and broker non-votes are counted for purposes of establishing a quorum, but they will not be counted as votes cast for or against any proposal, and they will not have any effect on the outcome of any proposal.”.

b. Approved under the standard stated in the filing — “Abstentions with respect to a proposal and broker non-votes are counted for purposes of establishing a quorum, but they will not be counted as votes cast for or against any proposal, and they will not have any effect on the outcome of any proposal.”.

c. Approved under the standard stated in the filing — “Abstentions with respect to a proposal and broker non-votes are counted for purposes of establishing a quorum, but they will not be counted as votes cast for or against any proposal, and they will not have any effect on the outcome of any proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)132 : 1
CEO total compensation—
Median employee compensation$23,748
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Fred D. AyersIndependent · Audit/Compensation$42,500————$42,500
Ernest E. FergusonIndependent · Audit/Compensation · Not standing for re-election37,508————37,508
Brenda S. TudorIndependent · Audit/Compensation37,508————37,508
Laura Ingle SharpNot independent20,000————20,000
John R. LowdenNot independent · Departed during FY17,500————17,500
Robert P. Ingle IIEmployee director · Board Chair · Executive—————0
Patricia E. JacksonEmployee director · Executive—————0
James W. LanningEmployee director · Executive—————0
Rebekah LoweIndependent · Newly elected——————
Dwight JacobsIndependent · Newly elected——————
09

Board fee structure and ownership guideline

Annual cash retainer$15,000
Annual equity retainer—
Per board meeting fee$1,250
Committee chair fees (audit / comp / nom-gov)15,000 / 15,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$155,016
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$155,016

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies Ingles Markets names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Ingles Markets.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1The Kroger Co.2025Ronald L. Sargent$3,975,806$10,000,077——$14,037,608
2Weis Markets, Inc.2025Jonathan Weis1,385,567——5,069,5756,756,936
3Ingles Markets2025James Lanning1,120,000———3,130,472
4Village Super Market, Inc2025John Sumas818,2120001,528,607
—SpartanNash Co.——————not in coverage universe

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Ingles Marketsnot disclosednot disclosednot disclosednot disclosed
SpartanNash Co.not disclosednot disclosednot disclosednot disclosed
The Kroger Co.93.84%not disclosedYes — Value creation (iTSR)Korn Ferry; Meridian Compensation Partners, LLC
Village Super Market, Incnot disclosedRestricted Stock 100not disclosednot disclosed
Weis Markets, Inc.not disclosedCash LTIP 100not disclosedWillis Towers Watson (WTW)

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

10d

Frequently asked questions

Who was the highest-paid executive at Ingles Markets in fiscal 2025?
As disclosed, Robert Ingle (Chairman of the Board) was the highest-paid executive at Ingles Markets in fiscal 2025, with total compensation of $7,414,155.
How does Ingles Markets's chief executive pay compare to its disclosed peer group?
As disclosed, James Lanning's total compensation ranked at the 25th percentile of Ingles Markets's disclosed peer group.
What is Ingles Markets's CEO-to-median employee pay ratio?
As disclosed, Ingles Markets's CEO-to-median employee pay ratio was 132:1.
How did shareholders vote on Ingles Markets's executive compensation?
As disclosed, 91.2% of shareholders supported Ingles Markets's executive compensation in the latest say-on-pay vote.
How much does Ingles Markets spend in total on board compensation for fiscal 2025?
As disclosed, Ingles Markets reported total board compensation of $155,016 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Robert IngleDEF 14A2026-04-010001140361-26-012518Section “SUMMARY COMPENSATION TABLE” · page 15. As printed: 7,414,155. Filing ↗
2Section 01, James LanningDEF 14A2026-04-010001140361-26-012518Section “SUMMARY COMPENSATION TABLE” · page 15. As printed: 3,130,472. Filing ↗
3Section 01, Patricia JacksonDEF 14A2026-04-010001140361-26-012518Section “SUMMARY COMPENSATION TABLE” · page 15. As printed: 802,065. Filing ↗
4Section 01, Michael HoganDEF 14A2026-04-010001140361-26-012518Section “SUMMARY COMPENSATION TABLE” · page 15. As printed: 475,301. Filing ↗
5Section 07, pay ratioDEF 14A2026-04-010001140361-26-012518Section “CEO Pay Ratio”. As printed: 132 : 1. Filing ↗
6Section 08, Fred D. AyersDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: 42,500. Filing ↗machine: span 165668–165846
7Section 08, Ernest E. FergusonDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: 37,508. Filing ↗machine: span 166923–167101
8Section 08, Brenda S. TudorDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: 37,508. Filing ↗machine: span 170985–171162
9Section 08, Laura Ingle SharpDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: 20,000. Filing ↗machine: span 169617–169795
10Section 08, John R. LowdenDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: 17,500. Filing ↗machine: span 168364–168542
11Section 08, Robert P. Ingle IIDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: 0. Filing ↗
12Section 08, Patricia E. JacksonDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: 0. Filing ↗
13Section 08, James W. LanningDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: 0. Filing ↗
14Section 08, Rebekah LoweDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: —. Filing ↗
15Section 08, Dwight JacobsDEF 14A2026-04-010001140361-26-012518Section “Director Compensation”. As printed: —. Filing ↗
16Section 06, 2026 voteForm 8-K2026-05-050001437749-26-014872Item 5.07 · say-on-pay result. As reported: 91.2% (votes for as printed: 51,861,483). Filing ↗
17Section 06, 2025 voteForm 8-K2025-03-050001437749-25-006302Item 5.07 · say-on-pay result. As reported: 93.17% (votes for as printed: 50,789,689). Filing ↗
18Section 06, 2024 voteForm 8-K2024-02-150001157523-24-000261Item 5.07 · say-on-pay result. As reported: 94.31% (votes for as printed: 50,989,199). Filing ↗
19Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
20Section 09b board cost (computed)Computed——Cash 155,016 + equity 0 + all other 0 = 155,016, summed across the director compensation table rows.machine: formula: Σ = 155,016
21The Kroger Co., Section 10b CEO totalDEF 14A2026-05-130001104659-26-060250CEO total compensation as printed in The Kroger Co.'s own proxy. As printed: 14,037,608. Filing ↗machine: t229 · r1 · c9 · span 692555–692565
22Weis Markets, Inc., Section 10b CEO totalDEF 14A2026-03-120000105418-26-000025CEO total compensation as printed in Weis Markets, Inc.'s own proxy. As printed: 6,756,936. Filing ↗
23Ingles Markets (subject), Section 10b CEO totalDEF 14A2026-04-010001140361-26-012518CEO total compensation as printed in Ingles Markets's own proxy. As printed: 3,130,472. Filing ↗
24Village Super Market, Inc, Section 10b CEO totalDEF 14A2025-10-270001140361-25-039481CEO total compensation as printed in Village Super Market, Inc's own proxy. As printed: 1,528,607. Filing ↗machine: r2 · c27 · span 180541–180551
25Section 10a, SpartanNash Co. reciprocityDEF 14A—0000950170-25-048042SpartanNash Co.'s most recent proxy was read; its disclosed peer group does not include Ingles Markets. Filing ↗
26Section 10a, Weis Markets, Inc. reciprocityDEF 14A—0000105418-26-000025Weis Markets, Inc.'s most recent proxy was read; its disclosed peer group does not include Ingles Markets. Filing ↗