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

Ingredion (INGR)

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.

$12,932,234
James Zallie total, FY2025
CEO pay percentile vs peers
226:1
CEO-to-median pay ratio
96.43%
Say-on-pay support, latest vote
Companies that benchmark against INGR
9 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.

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 FY20242025
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.

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
James ZallieOPTION2025-02-2659,647$1,999,964
Tanya JaegerRSU2025-02-261,832239,204
Tanya JaegerOPTION2025-02-267,083237,493
James GrayOPTION2025-02-2613,421450,006
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
James Zallie$0$0$1,999,9640.0%
Tanya Jaeger239,2040237,4930.0%
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
James GrayRSU95,794$10,795,026
James ZallieRSU240,08427,055,066
James GrayRSU103,65911,681,333
Robert RitchieRSU68,1787,682,979
Robert RitchiePSU59,5526,710,915
James GrayRSU9,695135,409
Eric SeipRSU105,33811,870,539
James GrayRSU9,460128,744
James ZallieRSU9,000280,755
Eric SeipRSU8,656138,004
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantMeridian Compensation Partners, LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingTrue
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 · 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)130,000159,690007,500297,190
Rhonda L. JordanIndependent · People, Culture, and Compensation (Chair)125,000159,690008,500293,190
Patricia VerduinIndependent · Audit · Corporate Governance and Nominating105,000159,690008,500273,190
David B. FischerIndependent · People, Culture, and Compensation105,000159,690003,551268,241
Catherine A. SueverIndependent · Audit105,000159,690002,000266,690
Charles V. MagroIndependent · People, Culture, and Compensation105,000159,69000264,690
Stephan B. TandaIndependent · Corporate Governance and Nominating (Chair)105,000159,69000264,690
Dwayne A. WilsonIndependent · Audit105,000159,69000264,690
Jorge A. UribeIndependent · Corporate Governance and Nominating105,000159,69000264,690
James ZallieEmployee director · Board Chair00000
Siobhán TalbotIndependent · Partial-year service · Newly elected000000
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 / 15,000
Stock ownership guideline
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.

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
1Ingredion2025James 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.

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: t163 · 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, 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
7Section 03, Tanya Jaeger 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
8Section 03, Tanya Jaeger 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: t79 · r6 · c8 · span 848052–848059
12Section 08, Victoria J. ReichDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 297,190. Filing ↗machine: t79 · r10 · c8 · span 857161–857168
13Section 08, Rhonda L. JordanDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 293,190. Filing ↗machine: t79 · r4 · c8 · span 843531–843538
14Section 08, Patricia VerduinDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 273,190. Filing ↗machine: t79 · r18 · c8 · span 874388–874395
15Section 08, David B. FischerDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 268,241. Filing ↗machine: t79 · r2 · c8 · span 838920–838927
16Section 08, Catherine A. SueverDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 266,690. Filing ↗machine: t79 · r12 · c8 · span 861501–861508
17Section 08, Charles V. MagroDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 264,690. Filing ↗machine: t79 · r8 · c8 · span 852623–852630
18Section 08, Stephan B. TandaDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 264,690. Filing ↗machine: t79 · r14 · c8 · span 865777–865784
19Section 08, Dwayne A. WilsonDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 264,690. Filing ↗machine: t79 · r20 · c8 · span 878714–878721
20Section 08, Jorge A. UribeDEF 14A2026-04-080001046257-26-000151Section “Director Compensation”. As printed: 264,690. Filing ↗machine: t79 · r16 · c8 · span 870101–870108
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: 0. 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)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
27Section 03b vehicle mix (computed)ComputedcomputedRSU / 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)ComputedcomputedCash 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
29Ingredion (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