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 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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| 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 Gray | 759,773 | 0 | 1,464,555 | 450,006 | 871,060 | 102,616 | 128,744 | 3,776,754 |
| Executive Vice President and Chief Financial Officer | ||||||||
| Robert Ritchie | 556,877 | 0 | 976,409 | 299,993 | 487,930 | 125,776 | 160,106 | 2,607,091 |
| Executive Vice President, Food & Industrial Ingredients, US/Canada & Latin America and Sugar Reduction | ||||||||
| Tanya Jaeger de Foras | 536,937 | 0 | 772,995 | 237,493 | 456,462 | 5,228 | 135,409 | 2,144,524 |
| Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer | ||||||||
| Eric Seip | 559,812 | 0 | 671,288 | 206,243 | 463,203 | 15,646 | 138,004 | 2,054,196 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| James Zallie | $12,932,234 | $11,903,681 | $11,101,992 | +1,028,553 |
| James Gray | 3,776,754 | 3,716,744 | 3,157,018 | +60,010 |
| Robert Ritchie | 2,607,091 | 2,166,073 | — | +441,018 |
| Tanya Jaeger de Foras | 2,144,524 | 2,128,911 | — | +15,613 |
| Eric Seip | 2,054,196 | 2,070,882 | — | −16,686 |
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.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| James Zallie | OPTION | 2025-02-26 | — | — | 59,647 | — | $1,999,964 |
| Tanya Jaeger | RSU | 2025-02-26 | — | — | 1,832 | — | 239,204 |
| Tanya Jaeger | OPTION | 2025-02-26 | — | — | 7,083 | — | 237,493 |
| James Gray | OPTION | 2025-02-26 | — | — | 13,421 | — | 450,006 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| James Zallie | $0 | $0 | $1,999,964 | 0.0% |
| Tanya Jaeger | 239,204 | 0 | 237,493 | 0.0% |
| James Gray | 0 | 0 | 450,006 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| James Gray | RSU | 95,794 | — | $10,795,026 |
| James Zallie | RSU | 240,084 | — | 27,055,066 |
| James Gray | RSU | 103,659 | — | 11,681,333 |
| Robert Ritchie | RSU | 68,178 | — | 7,682,979 |
| Robert Ritchie | PSU | 59,552 | — | 6,710,915 |
| James Gray | RSU | 9,695 | — | 135,409 |
| Eric Seip | RSU | 105,338 | — | 11,870,539 |
| James Gray | RSU | 9,460 | — | 128,744 |
| James Zallie | RSU | 9,000 | — | 280,755 |
| Eric Seip | RSU | 8,656 | — | 138,004 |
Our compensation philosophy is designed to align the interests of stockholders and executives through compensation programs that incentivize and reward executives for performance that builds long-term shareholder value.
| CEO STI target (% of salary) | 150% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian Compensation Partners, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-20 | 49,179,038 | 1,822,987 | 100,036 | 96.43% | Passed |
| 2025 | 2025-05-21 | 50,840,164 | 2,679,283 | 323,240 | 94.99% | Passed |
| 2024 | 2024-05-15 | 50,326,751 | 3,376,308 | 327,876 | 93.71% | Passed |
| 2023 | 2023-05-19 | 52,112,372 | 2,328,169 | 135,378 | 95.72% | Passed |
| 2022 | 2022-05-20 | 52,852,044 | 2,273,252 | 143,158 | 95.88% | Passed |
| 2021 | 2021-05-19 | 52,239,241 | 2,828,680 | 137,215 | 94.86% | 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 | 2026-05-20 | 96.43%a |
| 2025 | 2025-05-21 | 94.99%b |
| 2024 | 2024-05-15 | 93.71%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.
| Ratio (CEO : median employee) | 226 : 1 |
|---|---|
| CEO total compensation | $12,932,234 |
| Median employee compensation | $57,174 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Gregory B. KennyIndependent · Corporate Governance and Nominating (Chair) · Not standing for re-election · Departed during FY | $280,000 | $159,690 | $0 | $0 | — | $439,690 |
| Victoria J. ReichIndependent · Lead Independent Director · Audit (Chair) | 130,000 | 159,690 | 0 | 0 | 7,500 | 297,190 |
| Rhonda L. JordanIndependent · People, Culture, and Compensation (Chair) | 125,000 | 159,690 | 0 | 0 | 8,500 | 293,190 |
| Patricia VerduinIndependent · Audit · Corporate Governance and Nominating | 105,000 | 159,690 | 0 | 0 | 8,500 | 273,190 |
| David B. FischerIndependent · People, Culture, and Compensation | 105,000 | 159,690 | 0 | 0 | 3,551 | 268,241 |
| Catherine A. SueverIndependent · Audit | 105,000 | 159,690 | 0 | 0 | 2,000 | 266,690 |
| Charles V. MagroIndependent · People, Culture, and Compensation | 105,000 | 159,690 | 0 | 0 | — | 264,690 |
| Stephan B. TandaIndependent · Corporate Governance and Nominating (Chair) | 105,000 | 159,690 | 0 | 0 | — | 264,690 |
| Dwayne A. WilsonIndependent · Audit | 105,000 | 159,690 | 0 | 0 | — | 264,690 |
| Jorge A. UribeIndependent · Corporate Governance and Nominating | 105,000 | 159,690 | 0 | 0 | — | 264,690 |
| James ZallieEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Siobhán TalbotIndependent · Partial-year service · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| Annual cash retainer | $105,000 |
|---|---|
| Annual equity retainer | $160,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 15,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| 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.
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 | Ingredion | 2025 | James Zallie | $1,290,929 | $6,509,237 | $1,999,964 | $2,185,980 | $12,932,234 |
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.
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, James Zallie | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Summary Compensation Table” · page 47. As printed: 12,932,234. Filing ↗machine: r2 · c17 · span 1721497–1721507 |
| 2 | Section 01, James Gray | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Summary Compensation Table” · page 47. As printed: 3,776,754. Filing ↗machine: r5 · c17 · span 1741961–1741970 |
| 3 | Section 01, Robert Ritchie | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Summary Compensation Table” · page 47. As printed: 2,607,091. Filing ↗machine: r11 · c17 · span 1778262–1778271 |
| 4 | Section 01, Tanya Jaeger de Foras | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Summary Compensation Table” · page 47. As printed: 2,144,524. Filing ↗machine: t163 · r8 · c17 · span 1762814–1762823 |
| 5 | Section 01, Eric Seip | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Summary Compensation Table” · page 47. As printed: 2,054,196. Filing ↗machine: r14 · c17 · span 1793646–1793655 |
| 6 | Section 03, James Zallie OPTION | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r4 · c18 · span 1899778–1899784 |
| 7 | Section 03, Tanya Jaeger RSU | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r13 · c16 · span 1977580–1977585 |
| 8 | Section 03, Tanya Jaeger OPTION | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r12 · c18 · span 1969774–1969779 |
| 9 | Section 03, James Gray OPTION | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “2025 Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t169 · r8 · c18 · span 1934598–1934604 |
| 10 | Section 07, pay ratio | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “CEO Pay Ratio”. As printed: 226 : 1. Filing ↗machine: span 2771391–2771399 |
| 11 | Section 08, Gregory B. Kenny | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 439,690. Filing ↗machine: t79 · r6 · c8 · span 848052–848059 |
| 12 | Section 08, Victoria J. Reich | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 297,190. Filing ↗machine: t79 · r10 · c8 · span 857161–857168 |
| 13 | Section 08, Rhonda L. Jordan | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 293,190. Filing ↗machine: t79 · r4 · c8 · span 843531–843538 |
| 14 | Section 08, Patricia Verduin | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 273,190. Filing ↗machine: t79 · r18 · c8 · span 874388–874395 |
| 15 | Section 08, David B. Fischer | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 268,241. Filing ↗machine: t79 · r2 · c8 · span 838920–838927 |
| 16 | Section 08, Catherine A. Suever | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 266,690. Filing ↗machine: t79 · r12 · c8 · span 861501–861508 |
| 17 | Section 08, Charles V. Magro | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 264,690. Filing ↗machine: t79 · r8 · c8 · span 852623–852630 |
| 18 | Section 08, Stephan B. Tanda | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 264,690. Filing ↗machine: t79 · r14 · c8 · span 865777–865784 |
| 19 | Section 08, Dwayne A. Wilson | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 264,690. Filing ↗machine: t79 · r20 · c8 · span 878714–878721 |
| 20 | Section 08, Jorge A. Uribe | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 264,690. Filing ↗machine: t79 · r16 · c8 · span 870101–870108 |
| 21 | Section 08, James Zallie | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 22 | Section 08, Siobhán Talbot | DEF 14A | 2026-04-08 | 0001046257-26-000151 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 23 | Section 06, 2026 vote | Form 8-K | 2026-05-21 | 0001046257-26-000177 | Item 5.07 · say-on-pay result. As reported: 96.43% (votes for as printed: 49,179,038). Filing ↗ |
| 24 | Section 06, 2025 vote | Form 8-K | 2025-05-23 | 0001046257-25-000040 | Item 5.07 · say-on-pay result. As reported: 94.99% (votes for as printed: 50,840,164). Filing ↗ |
| 25 | Section 06, 2024 vote | Form 8-K | 2024-05-16 | 0001046257-24-000023 | Item 5.07 · say-on-pay result. As reported: 93.71% (votes for as printed: 50,326,751). Filing ↗ |
| 26 | 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) |
| 27 | Section 03b vehicle mix (computed) | 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 |
| 28 | Section 09b board cost (computed) | 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 |
| 29 | Ingredion (subject), Section 10b CEO total | DEF 14A | 2026-04-08 | 0001046257-26-000151 | CEO total compensation as printed in Ingredion's own proxy. As printed: 12,932,234. Filing ↗machine: r2 · c17 · span 1721497–1721507 |