Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-21

Ingredion (INGR)

CEO James Zallie was paid $12,932,234 in fiscal year 2025, ↑ up 8.6% from fiscal year 2024, the 17th percentile of its disclosed peer group (SEC filing 0001046257-26-000151 ↗): 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.

$12,932,234 ↑
James Zallie total, FY2025
17th
CEO pay percentile vs peers
226:1
CEO-to-median pay ratio
96.43%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- James Zallie (Chairman of the Board, President and Chief Executive Officer), FY2025 total compensation $12,932,234 (base salary $1,290,929) [exec_comp, SEC accession 0001046257-26-000151, filed 2026-04-08]

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INGR's next annual pay disclosure, estimated April 7, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
James Zallie$1,290,929$0$6,509,237$1,999,964$2,185,980$665,369$280,755$12,932,234
Chairman of the Board, President and Chief Executive Officer
James Gray759,77301,464,555450,006871,060102,616128,7443,776,754
Executive Vice President and Chief Financial Officer
Robert Ritchie556,8770976,409299,993487,930125,776160,1062,607,091
Executive Vice President, Food & Industrial Ingredients, US/Canada & Latin America and Sugar Reduction
Tanya Jaeger de Foras536,9370772,995237,493456,4625,228135,4092,144,524
Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer
Eric Seip559,8120671,288206,243463,20315,646138,0042,054,196
Senior Vice President, Global Operations, and Chief Supply Chain Officer

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
James Zallie$12,932,234$11,903,681$11,101,992↑ +1,028,553
James Gray3,776,7543,716,7443,157,018↑ +60,010
Robert Ritchie2,607,0912,166,073—↑ +441,018
Tanya Jaeger de Foras2,144,5242,128,911—↑ +15,613
Eric Seip2,054,1962,070,882—↓ −16,686

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 INGR
12 companies name INGR as a compensation peer

Each company listed discloses INGR 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 INGR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
James GrayCFO$3,776,754
James ZallieCEO$12,932,234
Robert RitchieEVP$2,607,091
Tanya Jaeger de ForasGeneral Counsel$2,144,524
Eric SeipSVP$2,054,196
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
Catherine A. SueverIndependent Director$266,690
Charles V. MagroIndependent Director$264,690
David B. FischerIndependent Director$268,241
Dwayne A. WilsonIndependent Director$264,690
Gregory B. KennyFormer director (through FY2025)$439,690
Jorge A. UribeIndependent Director$264,690
Patricia VerduinIndependent Director$273,190
Rhonda L. JordanIndependent Director$293,190
Stephan B. TandaIndependent Director$264,690
Victoria J. ReichLead Independent Director$297,190
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Tanya Jaeger de ForasRSU2025-02-26——1,832—$239,204
James ZallieOPTION2025-02-26——59,647—1,999,964
Tanya Jaeger de ForasOPTION2025-02-26——7,083—237,493
James GrayOPTION2025-02-26——13,421—450,006
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Tanya Jaeger de Foras$239,204$0$237,4930.0%
James Zallie001,999,9640.0%
James Gray00450,0060.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Tanya Jaeger de ForasRSU4,115—$453,720
James GrayRSU3,794—418,278
James ZallieRSU17,035—1,878,277
James GrayOption4,98998.69—
Robert RitchieRSU3,658—403,331
James ZallieRSU31,093—3,428,314
James ZallieRSU30,848—3,401,300
James ZallieRSU15,865—1,749,319
James ZallieRSU15,083—1,663,106
James GrayRSU7,545—831,912
James GrayRSU6,941—765,315
Robert RitchieOption5,064108.38—
Robert RitchieRSU4,627—510,173
James GrayRSU3,850—424,448
Tanya Jaeger de ForasRSU3,663—403,882
Eric SeipRSU3,658—403,331
James GrayRSU3,390—373,785
Eric SeipRSU3,181—350,737
James GrayOption13,421130.57—
Robert RitchieRSU3,077—339,228
Robert RitchieRSU2,280—251,396
Tanya Jaeger de ForasRSU2,151—237,128
Tanya Jaeger de ForasRSU2,063—227,462
Eric SeipRSU1,930—212,756
Eric SeipRSU1,911—210,742
Tanya Jaeger de ForasRSU1,867—205,840
Robert RitchieRSU1,866—205,769
Eric SeipRSU1,621—178,762
Robert RitchieRSU706—77,797
James ZallieOption22,40598.69—
James ZallieOption43,043108.38—
James ZallieOption59,647130.57—
James GrayOption10,445108.38—
Tanya Jaeger de ForasOption2,71398.69—
Tanya Jaeger de ForasOption5,697108.38—
Tanya Jaeger de ForasOption7,083130.57—
Robert RitchieOption92898.69—
Robert RitchieOption8,947130.57—
Eric SeipOption2,53898.69—
Eric SeipOption5,064108.38—
Eric SeipOption6,151130.57—
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation program is designed to attract and retain high-quality talent, provide fair compensation commensurate with the work required, and align directors' and executives' interests with the interests of stockholders.

CEO STI target (% of salary)150%
CEO LTI target (% of salary)—
Independent consultantMeridian
Clawback policytrue
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-2049,179,0381,822,987100,03696.43%Passed
20252025-05-2150,840,1642,679,283323,24094.99%Passed
20242024-05-1550,326,7513,376,308327,87693.71%Passed
20232023-05-1952,112,3722,328,169135,37895.72%Passed
20222022-05-2052,852,0442,273,252143,15895.88%Passed
20212021-05-1952,239,2412,828,680137,21594.86%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
20262026-05-2096.43%a
20252025-05-2194.99%b
20242024-05-1593.71%c

a. Approved under the standard stated in the filing — “How many votes are required for the approval of each proposal and what is the effect of abstentions? A summary of our 2026 annual meeting proposals and applicable vote standards is as follows: 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 What is the effect of broker non-votes? Under NYSE rules, if you hold your shares through a record holder such as a broker, the broker will not be able to vote your shares on Proposal 1 (election of directors) or Proposal 2 (advisory vote to approve named executive officer compensation as described in this proxy statement) unless it receives specific instructions from you.”.

b. Approved under the standard stated in the filing — “How many votes are required for the approval of each proposal and what is the effect of abstentions? A summary of our 2025 annual meeting proposals and applicable vote standards is as follows: 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 What is the effect of broker non-votes? Under NYSE rules, if you hold your shares through a record holder of your shares such as a broker, the broker will not be able to vote your shares on Proposal 1 (election of directors) or Proposal 2 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement) unless it receives specific instructions from you.”.

c. Voting standard not stated in the filing.

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)226 : 1
CEO total compensation$12,932,234
Median employee compensation$57,174
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Gregory B. KennyIndependent · CGN (Chair) · Departed during FY$280,000$159,690——$0$439,690
Victoria J. ReichIndependent · Lead Independent Director · Audit130,000159,690——7,500297,190
Rhonda L. JordanIndependent · Compensation (Chair) · PCC (Chair) · CGN125,000159,690——8,500293,190
Patricia VerduinIndependent · Corporate Governance · Nominating105,000159,690——8,500273,190
David B. FischerIndependent · Compensation105,000159,690——3,551268,241
Catherine A. SueverIndependent · Audit105,000159,690——2,000266,690
Jorge A. UribeIndependent · Corporate Governance and Nominating105,000159,690——0264,690
Charles V. MagroIndependent · Compensation105,000159,690——0264,690
Stephan B. TandaIndependent · Corporate Governance and Nominating (Chair)105,000159,690——0264,690
Dwayne A. WilsonIndependent · Audit105,000159,690——0264,690
James ZallieEmployee director · Board Chair—————0
Siobhán TalbotIndependent · Partial-year service · Newly elected——————
09

Board fee structure and ownership guideline

Annual cash retainer$105,000
Annual equity retainer$160,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)25,000 / 20,000 / 15,000
Stock ownership guideline$525,000
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$1,270,000
Equity awards (grant-date value)$1,596,900
All other compensation$30,051
Total cost of the board$2,896,951

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 Ingredion 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 Ingredion.

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
1Tyson Foods, Inc.2025Donnie King$1,662,000$19,684,637$2,943,752$9,401,385$34,469,569
2Eastman Chemical Company2025Mark Costa1,406,95812,682,2003,278,151987,00019,498,966
3Bunge Global SA2025Gregory Heckman1,400,00012,767,72204,112,64018,945,479
4Corteva, Inc.2025Charles Magro1,405,3859,320,0782,330,0233,990,00017,499,399
5International Flavors2025J. Erik Fyrwald1,026,25011,656,76402,047,23015,002,866
6Ingredion2025James Zallie1,290,9296,509,2371,999,9642,185,98012,932,234
7FMC Corporation2025Pierre Brondeau1,334,1256,257,9192,373,4201,798,26112,038,391

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
Ingredion112.5%PSU 50 · RSU 25 · Options 25Yes — Relative Total Shareholder Return (rTSR)Meridian
Bunge Global SAnot disclosedPBRSU 60 · TBRSU 40Yes — 3-Year RTSRSemler Brossy
Corteva, Inc.190.0%not disclosedNoCook
Eastman Chemical Company47%PSA 60 · Option 20 · RSU 20Yes — Relative total shareholder return (rTSR)Aon plc
FMC Corporationnot disclosednot disclosedYesAon
International Flavors98.9%PSU 60 · RSU 40Yes — Relative TSR vs. S&P 500 - ChemicalsFW Cook
Tyson Foods, Inc.197.8%PSU 50 · RSU 25 · Options 25NoAon

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 Ingredion in fiscal 2025?
As disclosed, James Zallie (Chairman of the Board, President and Chief Executive Officer) was the highest-paid executive at Ingredion in fiscal 2025, with total compensation of $12,932,234.
How does Ingredion's chief executive pay compare to its disclosed peer group?
As disclosed, James Zallie's total compensation ranked at the 17th percentile of Ingredion's disclosed peer group.
What is Ingredion's CEO-to-median employee pay ratio?
As disclosed, Ingredion's CEO-to-median employee pay ratio was 226:1.
How did shareholders vote on Ingredion's executive compensation?
As disclosed, 96.43% of shareholders supported Ingredion's executive compensation in the latest say-on-pay vote.
How much does Ingredion spend in total on board compensation for fiscal 2025?
As disclosed, Ingredion reported total board compensation of $2,896,951 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, James ZallieDEF 14A2026-04-080001046257-26-000151Section “2025 Summary Compensation Table” · page 47. As printed: 12,932,234. Filing ↗machine: r2 · c17 · span 1721497–1721507
2Section 01, James GrayDEF 14A2026-04-080001046257-26-000151Section “2025 Summary Compensation Table” · page 47. As printed: 3,776,754. Filing ↗machine: r5 · c17 · span 1741961–1741970
3Section 01, Robert RitchieDEF 14A2026-04-080001046257-26-000151Section “2025 Summary Compensation Table” · page 47. As printed: 2,607,091. Filing ↗machine: r11 · c17 · span 1778262–1778271
4Section 01, Tanya Jaeger de ForasDEF 14A2026-04-080001046257-26-000151Section “2025 Summary Compensation Table” · page 47. As printed: 2,144,524. Filing ↗machine: r8 · c17 · span 1762814–1762823
5Section 01, Eric SeipDEF 14A2026-04-080001046257-26-000151Section “2025 Summary Compensation Table” · page 47. As printed: 2,054,196. Filing ↗machine: r14 · c17 · span 1793646–1793655
6Section 03, Tanya Jaeger de Foras RSUDEF 14A2026-04-080001046257-26-000151Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r13 · c16 · span 1977580–1977585
7Section 03, James Zallie OPTIONDEF 14A2026-04-080001046257-26-000151Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r4 · c18 · span 1899778–1899784
8Section 03, Tanya Jaeger de Foras OPTIONDEF 14A2026-04-080001046257-26-000151Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r12 · c18 · span 1969774–1969779
9Section 03, James Gray OPTIONDEF 14A2026-04-080001046257-26-000151Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r8 · c18 · span 1934598–1934604
10Section 07, pay ratioDEF 14A2026-04-080001046257-26-000151Section “CEO Pay Ratio”. As printed: 226 : 1. Filing ↗machine: span 2771391–2771399
11Section 08, Gregory B. KennyDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 439,690. Filing ↗machine: span 847478–848160
12Section 08, Victoria J. ReichDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 297,190. Filing ↗machine: span 856586–857269
13Section 08, Rhonda L. JordanDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 293,190. Filing ↗machine: span 842982–843639
14Section 08, Patricia VerduinDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 273,190. Filing ↗machine: span 873813–874496
15Section 08, David B. FischerDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 268,241. Filing ↗machine: span 838317–839028
16Section 08, Catherine A. SueverDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 266,690. Filing ↗machine: span 860951–861609
17Section 08, Jorge A. UribeDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 264,690. Filing ↗machine: span 869551–870209
18Section 08, Charles V. MagroDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 264,690. Filing ↗machine: span 852074–852731
19Section 08, Stephan B. TandaDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 264,690. Filing ↗machine: span 865202–865885
20Section 08, Dwayne A. WilsonDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 264,690. Filing ↗machine: span 878164–878822
21Section 08, James ZallieDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 0. Filing ↗
22Section 08, Siobhán TalbotDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: —. Filing ↗
23Section 06, 2026 voteForm 8-K2026-05-210001046257-26-000177Item 5.07 · say-on-pay result. As reported: 96.43% (votes for as printed: 49,179,038). Filing ↗
24Section 06, 2025 voteForm 8-K2025-05-230001046257-25-000040Item 5.07 · say-on-pay result. As reported: 94.99% (votes for as printed: 50,840,164). Filing ↗
25Section 06, 2024 voteForm 8-K2024-05-160001046257-24-000023Item 5.07 · say-on-pay result. As reported: 93.71% (votes for as printed: 50,326,751). Filing ↗
26Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
27Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
28Section 09b board cost (computed)Computed——Cash 1,270,000 + equity 1,596,900 + all other 30,051 = 2,896,951, summed across the director compensation table rows.machine: formula: Σ = 2,896,951
29Tyson Foods, Inc., Section 10b CEO totalDEF 14A2025-12-170000100493-25-000114CEO total compensation as printed in Tyson Foods, Inc.'s own proxy. As printed: 34,469,569. Filing ↗machine: r6 · c54 · span 884354–884364
30Eastman Chemical Company, Section 10b CEO totalDEF 14A2026-03-240000915389-26-000074CEO total compensation as printed in Eastman Chemical Company's own proxy. As printed: 19,498,966. Filing ↗machine: r2 · c27 · span 1263333–1263343
31Bunge Global SA, Section 10b CEO totalDEF 14A2026-04-100001628280-26-024588CEO total compensation as printed in Bunge Global SA's own proxy. As printed: 18,945,479. Filing ↗
32Corteva, Inc., Section 10b CEO totalDEF 14A2026-03-190001193125-26-116069CEO total compensation as printed in Corteva, Inc.'s own proxy. As printed: 17,499,399. Filing ↗machine: r3 · c27 · span 2882967–2882977
33International Flavors, Section 10b CEO totalDEF 14A2026-03-180001140361-26-009960CEO total compensation as printed in International Flavors's own proxy. As printed: 15,002,866. Filing ↗machine: t297 · r2 · c25 · span 1428753–1428763
34Ingredion (subject), Section 10b CEO totalDEF 14A2026-04-080001046257-26-000151CEO total compensation as printed in Ingredion's own proxy. As printed: 12,932,234. Filing ↗machine: r2 · c17 · span 1721497–1721507
35FMC Corporation, Section 10b CEO totalDEF 14A2026-03-130001308179-26-000056CEO total compensation as printed in FMC Corporation's own proxy. As printed: 12,038,391. Filing ↗machine: r1 · c18 · span 737212–737222
36Section 10a, Eastman Chemical Company reciprocityDEF 14A—0000915389-26-000074Eastman Chemical Company's most recent proxy was read; its disclosed peer group does not include Ingredion. Filing ↗
37Section 10a, FMC Corporation reciprocityDEF 14A—0001308179-26-000056FMC Corporation names Ingredion in its own disclosed peer group (read from its most recent proxy). Filing ↗
38Section 10a, Corteva, Inc. reciprocityDEF 14A—0001193125-26-116069Corteva, Inc.'s most recent proxy was read; its disclosed peer group does not include Ingredion. Filing ↗
39Section 10a, International Flavors reciprocityDEF 14A—0001140361-26-009960International Flavors names Ingredion in its own disclosed peer group (read from its most recent proxy). Filing ↗
40Section 10a, Bunge Global SA reciprocityDEF 14A—0001628280-26-024588Bunge Global SA's most recent proxy was read; its disclosed peer group does not include Ingredion. Filing ↗
41Section 10a, Tyson Foods, Inc. reciprocityDEF 14A—0000100493-25-000114Tyson Foods, Inc.'s most recent proxy was read; its disclosed peer group does not include Ingredion. Filing ↗

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