Fiscal year 2025 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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Robert Ingle | $1,195,000 | $6,085,000 | — | — | — | — | $134,155 | $7,414,155 |
| Chairman of the Board | ||||||||
| James Lanning | 1,120,000 | 1,945,000 | — | — | — | — | 65,472 | 3,130,472 |
| Chief Executive Officer and President | ||||||||
| Patricia Jackson | 475,577 | 300,000 | — | — | 0 | — | 26,488 | 802,065 |
| Vice President Finance, Chief Financial Officer | ||||||||
| Michael Hogan | 340,962 | 65,000 | — | — | 49,950 | — | 19,389 | 475,301 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Robert Ingle | $7,414,155 | $7,422,380 | $7,951,372 | −8,225 |
| James Lanning | 3,130,472 | 3,132,883 | 3,290,980 | −2,411 |
| Patricia Jackson | 802,065 | 802,065 | 802,065 | +0 |
| Michael Hogan | 475,301 | 475,301 | 475,301 | +0 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-30 | 51,861,483 | 5,001,102 | 76,100 | 91.2% | Passed |
| 2025 | 2025-03-03 | 50,789,689 | 3,725,692 | 27,709 | 93.17% | Passed |
| 2024 | 2024-02-13 | 50,989,199 | 3,077,889 | 38,319 | 94.31% | Passed |
| 2023 | 2023-02-14 | 51,843,045 | 2,573,840 | 42,116 | 95.27% | Passed |
| 2022 | 2022-02-15 | 52,773,567 | 2,655,623 | 53,913 | 95.21% | Passed |
| 2017 | 2017-02-14 | 68,666,260 | 93,456 | 75,704 | 99.86% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-04-30 | 91.2%a |
| 2025 | 2025-03-03 | 93.17%b |
| 2024 | 2024-02-13 | 94.31%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.
| Ratio (CEO : median employee) | 132 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $23,748 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Fred D. AyersIndependent · Audit/Compensation | $42,500 | — | — | — | — | $42,500 |
| Ernest E. FergusonIndependent · Audit/Compensation · Not standing for re-election | 37,508 | — | — | — | — | 37,508 |
| Brenda S. TudorIndependent · Audit/Compensation | 37,508 | — | — | — | — | 37,508 |
| Laura Ingle SharpNot independent | 20,000 | — | — | — | — | 20,000 |
| John R. LowdenNot independent · Departed during FY | 17,500 | — | — | — | — | 17,500 |
| Robert P. Ingle IIEmployee director · Board Chair · Executive | — | — | — | — | — | 0 |
| James W. LanningEmployee director · Executive | — | — | — | — | — | 0 |
| Patricia E. JacksonEmployee director · Executive | — | — | — | — | — | 0 |
| Rebekah LoweIndependent · Newly elected | — | — | — | — | — | — |
| Dwight JacobsIndependent · Newly elected | — | — | — | — | — | — |
| 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 | — |
| Component | FY2025 |
|---|---|
| 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.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | The Kroger Co. | 2025 | Ronald L. Sargent | $3,975,806 | $10,000,077 | — | — | $14,037,608 |
| 2 | Weis Markets, Inc. | 2025 | Jonathan Weis | 1,385,567 | — | — | 5,069,575 | 6,756,936 |
| 3 | Ingles Markets | 2025 | James Lanning | 1,120,000 | — | — | — | 3,130,472 |
| — | Village Super Market, Inc | — | — | — | — | — | — | not in coverage universe |
| — | SpartanNash Co. | 2025 | Tony Sarsam | — | — | — | — | 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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Ingles Markets | not disclosed | not disclosed | not disclosed | not disclosed |
| SpartanNash Co. | not disclosed | not disclosed | not disclosed | not disclosed |
| The Kroger Co. | 93.84% | not disclosed | Yes — Value creation (iTSR) | Korn Ferry; Meridian Compensation Partners, LLC |
| Village Super Market, Inc | not disclosed | Restricted Stock 100 | not disclosed | not disclosed |
| Weis Markets, Inc. | not disclosed | Cash LTIP 100 | not disclosed | Willis 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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Robert Ingle | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “SUMMARY COMPENSATION TABLE” · page 15. As printed: 7,414,155. Filing ↗ |
| 2 | Section 01, James Lanning | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “SUMMARY COMPENSATION TABLE” · page 15. As printed: 3,130,472. Filing ↗ |
| 3 | Section 01, Patricia Jackson | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “SUMMARY COMPENSATION TABLE” · page 15. As printed: 802,065. Filing ↗ |
| 4 | Section 01, Michael Hogan | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “SUMMARY COMPENSATION TABLE” · page 15. As printed: 475,301. Filing ↗ |
| 5 | Section 07, pay ratio | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “CEO Pay Ratio”. As printed: 132 : 1. Filing ↗ |
| 6 | Section 08, Fred D. Ayers | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: 42,500. Filing ↗machine: span 165668–165846 |
| 7 | Section 08, Ernest E. Ferguson | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: 37,508. Filing ↗machine: span 166923–167101 |
| 8 | Section 08, Brenda S. Tudor | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: 37,508. Filing ↗machine: span 170985–171162 |
| 9 | Section 08, Laura Ingle Sharp | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: 20,000. Filing ↗machine: span 169617–169795 |
| 10 | Section 08, John R. Lowden | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: 17,500. Filing ↗machine: span 168364–168542 |
| 11 | Section 08, Robert P. Ingle II | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, James W. Lanning | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 08, Patricia E. Jackson | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 08, Rebekah Lowe | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 15 | Section 08, Dwight Jacobs | DEF 14A | 2026-04-01 | 0001140361-26-012518 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-05-05 | 0001437749-26-014872 | Item 5.07 · say-on-pay result. As reported: 91.2% (votes for as printed: 51,861,483). Filing ↗ |
| 17 | Section 06, 2025 vote | Form 8-K | 2025-03-05 | 0001437749-25-006302 | Item 5.07 · say-on-pay result. As reported: 93.17% (votes for as printed: 50,789,689). Filing ↗ |
| 18 | Section 06, 2024 vote | Form 8-K | 2024-02-15 | 0001157523-24-000261 | Item 5.07 · say-on-pay result. As reported: 94.31% (votes for as printed: 50,989,199). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 09b board cost (computed) | Computed | — | computed | Cash 155,016 + equity 0 + all other 0 = 155,016, summed across the director compensation table rows.machine: formula: Σ = 155,016 |
| 21 | The Kroger Co., Section 10b CEO total | DEF 14A | 2026-05-13 | 0001104659-26-060250 | CEO total compensation as printed in The Kroger Co.'s own proxy. As printed: 14,037,608. Filing ↗machine: t229 · r1 · c9 · span 692555–692565 |
| 22 | Weis Markets, Inc., Section 10b CEO total | DEF 14A | 2026-03-12 | 0000105418-26-000025 | CEO total compensation as printed in Weis Markets, Inc.'s own proxy. As printed: 6,756,936. Filing ↗ |
| 23 | Ingles Markets (subject), Section 10b CEO total | DEF 14A | 2026-04-01 | 0001140361-26-012518 | CEO total compensation as printed in Ingles Markets's own proxy. As printed: 3,130,472. Filing ↗ |
| 24 | Section 10a, Weis Markets, Inc. reciprocity | DEF 14A | — | 0000105418-26-000025 | Weis Markets, Inc.'s most recent proxy was read; its disclosed peer group does not include Ingles Markets. Filing ↗ |
| 25 | Section 10a, SpartanNash Co. reciprocity | DEF 14A | — | 0000950170-24-043163 | SpartanNash Co.'s most recent proxy was read; its disclosed peer group does not include Ingles Markets. Filing ↗ |