Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

May 20, 2022

Virtual Meeting Site:

9:00 A.M. Central Daylight Time

www.virtualshareholdermeeting.com/INGR2022

Physical Meeting Site:

The Westin Chicago Lombard, 70 Yorktown Center, Lombard, Illinois 60148

5 Westbrook Corporate Center

Westchester, Illinois 60154

April 7, 2022

Dear Fellow Stockholders:

It is my pleasure to invite you to Ingredion Incorporated’s 2022 Annual Meeting of Stockholders on May 20,
2022, at 9:00 a.m., Central Daylight Time. Due to the ongoing public health concerns regarding the
coronavirus (COVID-19) pandemic, and in the interest of the health and well-being of our employees,
stockholders, and other meeting participants, we have decided to hold this year’s annual meeting as a
“hybrid” meeting. Under this format, we will host the meeting in person at The Westin Chicago Lombard, 70
Yorktown Center, Lombard, Illinois 60148, and also online to enable remote participation, including voting,
via the Internet. Accordingly, you will be able to attend the 2022 meeting virtually via the Internet by
visiting www.virtualshareholdermeeting.com/INGR2022, where you will be able to listen to the virtual
meeting live, submit questions and vote online. We remain committed to ensuring that our stockholders
participating remotely will have the same rights and opportunities to participate as they would if they
attended in person.

Given the ongoing public health and safety concerns related to COVID-19, we ask that each stockholder weigh
the relative personal benefits of in-person attendance at the annual meeting versus being able to take
advantage of the ability to attend the meeting via the Internet. If you elect to attend the annual meeting in
person, you will need to follow any masking and social distancing requirements of the venue at which the
meeting will be held or you will not be able to attend in person. In addition, we ask that you follow all
recommended guidance, mandates, and applicable executive orders from federal and state authorities,
particularly as they relate to social distancing and attendance at public gatherings. We will monitor any further
developments with COVID-19 and its potential impact on the annual meeting. If we determine that it is not
advisable to hold the in-person option for the annual meeting, we will promptly announce information about
changes to the annual meeting.

This year’s stockholders Q&A session will include questions submitted both live and in advance. You may submit
a question in advance of the virtual meeting at www.proxyvote.com after logging in with the control number
found next to the label for postal mail recipients or within the body of the e-mail sending you the proxy
statement. Live questions may be submitted online in accordance with the instructions provided during the
virtual annual meeting through www.virtualshareholdermeeting.com/INGR2022 and in person in accordance
with the instructions provided at the meeting site. Shortly after the annual meeting, we will post on our Investor
Relations website the questions submitted in accordance with the meeting rules of conduct and procedures and
the associated answers. Similar questions on the same topic may be answered as a group.

As in previous years, we will furnish proxy materials to our stockholders primarily through the Internet. On
April 7, 2022, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials. This
notice contains instructions on how to access our proxy statement and 2021 Annual Report to Stockholders
and how to submit your proxy or voting instructions online. The proxy statement contains instructions on
how you can request a paper or e-mail copy of the proxy statement and annual report, if you received only a
notice by mail, and how you can elect to receive your proxy statement and annual report by e-mail, if you
received them by mail. Stockholders who have previously elected delivery of our proxy materials
electronically will receive an e-mail with instructions on how to access these materials electronically.
Stockholders who have previously elected to receive a paper copy of our proxy materials will receive a full
paper set of these materials by mail.

Your vote is important, whether or not you plan to attend the annual meeting, and we encourage you to vote
promptly. You may submit your proxy or voting instructions on the Internet or via a toll-free telephone number.
Alternatively, if you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card
in the envelope provided. Instructions regarding all three methods of submitting your proxy or voting
instructions are contained in the accompanying proxy statement and the proxy card. If you hold your shares
through a bank, broker, or other holder of record, you may submit your voting instructions in accordance with
your voting instruction form or notice provided by the record holder.

Thank you for your support and continued interest in Ingredion.

Sincerely,

James P. Zallie

President and Chief Executive Officer

INGREDION INCORPORATED

2022 PROXY STATEMENT

Ingredion Incorporated

5 Westbrook Corporate Center

Westchester, Illinois 60154

•

to elect to the Board of Directors the 11 director nominees who are named in the accompanying proxy statement, to each serve as directors for a term of one year;

•

to approve, by advisory vote, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement;

•

to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022; and

•

to transact other business, if any, that is properly brought before the meeting or any adjournment or postponement thereof.

•

If you received in the mail a notice of availability of the proxy materials electronically on the Internet, your 16-digit control number will be contained in your notice.

•

If your Ingredion shares are registered in your name and you received an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website, your 16-digit control number will be contained in your e-mail notification.

•

If your Ingredion shares are held in a bank or brokerage account, your 16-digit control number will be contained on the voting instruction form provided by your bank or broker. If you do not receive a voting instruction form with this control number, please contact your bank or broker.

•

If your Ingredion shares are registered in your name and you received proxy materials by mail, your 16-digit control number will be contained in your proxy card.

•

If you received a notice of availability of the proxy materials in the mail, the notice constitutes your admission ticket.

•

If your Ingredion shares are registered in your name and you received an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website, you may print a copy of the e-mail, which will serve as your admission ticket.

•

If your Ingredion shares are registered in your name and you received proxy materials by mail, an admission ticket is attached to your proxy card.

•

If your Ingredion shares are held in a bank or brokerage account, you may vote the shares you beneficially own if you obtain a written legal proxy from your bank or broker. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares at the meeting, but you can still attend the annual meeting if you bring a recent bank or brokerage statement showing that you owned shares of Ingredion common stock on March 24, 2022.

Proposal

1

Election of Directors

Our Board recommends a vote FOR each director nominee

The Board of Directors and the Corporate Governance and Nominating Committee believe that the 11 director nominees possess the necessary qualifications and experience to effectively oversee our management, business, and long-term interests of our stockholders.

See  page 4 for further information

Proposal

2

Advisory Vote on Compensation of Our Named Executive Officers

Our Board recommends a vote FOR this proposal

The Company seeks a non-binding advisory vote to approve the compensation of its named executive officers as described in the Compensation Discussion and Analysis beginning on page 22 and the Compensation Tables and related narrative disclosures beginning on page 40.

See  page 54 for further information

Proposal

3

Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm

Our Board recommends a vote FOR this proposal

The Board of Directors and the Audit Committee believe that retention of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, is in the best interest of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of KPMG LLP.

See  page 58 for further information

INGREDION INCORPORATED

2022 PROXY STATEMENT    i

Ingredion Incorporated

5 Westbrook Corporate Center

Westchester, Illinois 60154

•

For the 13^th consecutive year Ingredion was recognized as one of the World’s Most Admired Companies by Fortune magazine.

•

Ingredion was named to the 2022 Bloomberg Gender-Equality Index (GEI) for the 5^th consecutive year. The GEI tracks the performance of public companies committed to transparency in gender data reporting.

•

We earned a score of 95 out of 100 on the Human Rights Campaign Foundation’s Corporate Equality Index (“CEI”) for 2021 and 2022. The CEI is the nation’s foremost benchmarking survey and report measuring corporate policies, practices, and benefits related to LGBTQ+ workplace equality.

INGREDION INCORPORATED

2022 PROXY STATEMENT    1

•

Established in 2021

•

Composed of six of our executive officers, including our Chief Executive Officer, as well as the Vice President, Corporate Sustainability

•

Functions as an oversight and decision-making group between the Global Sustainability Council and the Board of Directors

•

Tasked with:

o

Overseeing the Company’s ESG strategic agenda

o

Establishing near-term sustainability deliverables

o

Setting priorities for Capital Committee

o

Evaluating partnerships and external commitments

2    INGREDION INCORPORATED

2022 PROXY STATEMENT

•

In 2021, followed up our establishment of the Global DEI Council in 2019 with the formation of regional DEI councils, with certain members of each regional BRG serving on the Global DEI Council

•

Regional DEI councils composed of business leaders, human resource partners and select BRG leaders

•

In 2022, to advance on our DEI maturity model and strategy, all members of regional DEI councils now serve on the Global DEI Council

•

On behalf of the Global DEI Council, our Vice President, DE&I, Culture, Engagement & Communications reports:

o

Quarterly to our CEO and Chief Human Resources Officer

o

Semi-annually to the People, Culture and Compensation Committee

o

Annually to the Board of Directors

•

Tasked with:

o

Ensuring the Company’s global diversity, equity, and inclusion vision and strategic direction is executed at all levels of the organization

o

Monitoring the Company’s progress against annual goals and objectives

o

Advising our leadership on DEI needs and progress

INGREDION INCORPORATED

2022 PROXY STATEMENT    3

Age

Director
Since

David B. Fischer | Independent Director

Former Chief Executive Officer of Greif, Inc.

59

2013

Paul Hanrahan | Independent Director

Former Chief Executive Officer of Hygo Energy Transitions Ltd.

64

2006

Rhonda L. Jordan | Independent Director

Former President, Global Health & Wellness, and Sustainability of Kraft Foods Inc.

64

2013

Gregory B. Kenny | Independent Director, Chair

Former President and Chief Executive Officer of General Cable Corporation

69

2005

Charles V. Magro| Independent Director, effective May 1

Chief Executive Officer of Corteva Agriscience

53

2022

Victoria J. Reich | Independent Director

Former Senior Vice President and Chief Financial Officer of Essendant Inc.

64

2013

Catherine A. Suever | Independent Director

Former Executive Vice President – Finance and Administration and Chief Financial

63

2021

Officer of Parker-Hannifin Corporation

Stephan B. Tanda | Independent Director

President and Chief Executive Officer of AptarGroup, Inc.

56

2019

Jorge A. Uribe | Independent Director

Former Global Productivity and Organization Transformation Officer of The Procter &

65

2015

Gamble Company

Dwayne A. Wilson | Independent Director

Former Senior Vice President of Fluor Corporation

63

2010

James P. Zallie

President and Chief Executive Officer of the Company

60

2017

4    INGREDION INCORPORATED

2022 PROXY STATEMENT

David B.

Fischer

Age: 59

Director since: May 2013

Committees: People, Culture and Compensation

Former Chief Executive Officer of Greif, Inc.

Paul

Hanrahan

Age: 64

Director since: March 2006

Committees: Audit

Former Chief Executive Officer of Hygo Energy Transitions Ltd.

Mr. Fischer served as Chief Executive Officer and a director of Greif, Inc. from November 2011 to October 2015, and as President of Greif, Inc. from October 2007 to October 2015. Greif, Inc. is a manufacturer and provider of industrial packaging and services, including steel, fiber, flexible, corrugated, intermediate bulk, reconditioned and multiwall containers and containerboard, and filling, packaging, industrial packaging reconditioning and land management consulting services, for a wide range of industries. From 2007 to 2011, Mr. Fischer also served as Chief Operating Officer of Greif, Inc. From 2004 to 2007, Mr. Fischer served as Senior Vice President and Divisional President, Industrial Packaging & Services-Americas, which also included responsibility for Africa. He assumed additional responsibility for Australia in 2005 and Asia in 2006. Mr. Fischer serves as a director of Balchem Corporation, a manufacturer of performance ingredients and products for the food, nutritional, feed, pharmaceutical and medical sterilization industries, and DoMedia Inc., a privately held technology company that operates a market for out-of-home advertising sales. Mr. Fischer is also chairman of the board and co-founder of 10x Engineered Materials LLC, a privately held materials science-based company that manufactures high tech industrial abrasives. He also serves as a board member of Partners for Care, a U.S.-based not-for-profit organization focused on water, health, and nutrition in developing countries, and is a past director of Habitat for Humanity International and The Ohio State University Wexner Medical Center. Mr. Fischer holds a bachelor’s degree in chemistry from Purdue University.

Mr. Hanrahan served as Chief Executive Officer and a director of Hygo Energy Transitions Ltd., a company that develops, owns, and operates integrated LNG-to-Power and Hydrogen-to-Power facilities globally, from October 2020 until its acquisition by New Fortress Energy in April 2021. He served as the Chief Executive Officer of Globeleq Advisors Limited, a leading independent power producer operating and developing power projects in Africa, from September 2017 to December 2019, when he assumed a board position as a nonexecutive director. Previously, Mr. Hanrahan served as the Chief Executive Officer of American Capital Energy & Infrastructure Management, LLC, an investment company formed to raise, invest, and manage funds in the energy and infrastructure industries, from September 2012 until its acquisition by Ares Capital Corporation in December 2016. Mr. Hanrahan served as the President and Chief Executive Officer and as a director of The AES Corporation, one of the world’s leading independent power producers, from June 2002 to September 2011. He was Executive Vice President and Chief Operating Officer of The AES Corporation and President and Chief Executive Officer of AES China Generating Co., Ltd., a public company formerly traded on the Nasdaq Stock Market, from 1993 to June 2002. In 2009, Mr. Hanrahan was appointed by the White House to serve on the U.S.-India CEO forum. He has served as a director of BMR Energy, a renewable energy company, since June 2017, and as a director of Iv3 Aqua, a privately owned global provider of water services, since October 2016. Mr. Hanrahan is expected to begin service as a director of Excelerate Energy, Inc. prior to the effectiveness of its initial public offering registration statement. He previously served as a director of AquaVenture Holdings Limited, a global provider of water services from 2012 to March 2020, Arch Coal, Inc., a global coal producer and marketer, from June 2012 to October 2016, Azura Power Holdings, Ltd, an electric power generation company in Nigeria, and GreatPoint Energy, Inc., a producer of clean, low-cost natural gas, and of other major publicly listed utilities in Brazil, Chile, and Venezuela. Mr. Hanrahan holds a Bachelor of Science degree in mechanical engineering from the U.S. Naval Academy and a Master of Business Administration degree from Harvard Business School.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Fischer should serve as a director of the Company include his service as the Chief Executive Officer of a public company, his operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while based in the U.S. and in Switzerland, his service on the board of a public company in addition to Ingredion, and his current and prior service on the boards of privately held companies and not-for-profit organizations.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Hanrahan should serve as a director of the Company include his former service as the Chief Executive Officer of a public company and current and previous service as a Chief Executive Officer of privately held companies, his accounting and financial experience, operating and manufacturing, sales and marketing and general management experience, including while living and working outside the U.S., his current and prior service on the boards of public companies in addition to Ingredion and on the boards of privately held companies, and his prior service as the lead director of Ingredion and another public company.

INGREDION INCORPORATED

2022 PROXY STATEMENT    5

Rhonda L.

Jordan

Age: 64

Director since: November 2013

Committees: People, Culture and Compensation, Chair

Former President, Global Health & Wellness, and Sustainability of Kraft Foods Inc.

Gregory B.

Kenny

Age: 69

Director since: March 2005

Committees: Corporate Governance and Nominating, Chair

Former President and Chief Executive Officer of General Cable Corporation

Ms. Jordan served from September 2009 to March 2012 as President, Global Health & Wellness, and Sustainability of Kraft Foods Inc., one of the largest consumer packaged food and beverage companies in North America and one of the largest worldwide among publicly traded consumer packaged food and beverage companies. Prior to being named President, Health & Wellness in September 2009, Ms. Jordan was the President of the Cheese and Dairy business unit of Kraft from January 2008 to September 2009. From 2006 to January 2008, she served as the President of the Grocery business unit of Kraft, and from 2004 to 2005 she was the Senior Vice President, Global Marketing of Kraft Cheese and Dairy. Ms. Jordan will serve as a director of ESAB Corporation following its spin-off from Colfax Corporation, expected to be effective April 4, 2022. ESAB is a global manufacturing and engineering company that provides fabrication technology products and services. Ms. Jordan will continue to serve as a director of Colfax Corporation until the effective date of the spin-off. Ms. Jordan is also a director of Bush Brothers & Company, a privately held branded vegetable processor; G&L Holdings, a privately held food ingredient and branded food product company in the U.S.; and I and Love and You, a privately held branded manufacturer of grain-free food and healthy chews and treats for pets. She also serves as a director of IES Abroad, a not-for-profit company providing study abroad programs for a consortium of U.S. colleges and universities. She holds a Bachelor of Arts degree in arts management from Northwestern University and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University.

Mr. Kenny served as President and Chief Executive Officer of General Cable Corporation from August 2001 to June 30, 2015, and a director of General Cable Corporation from 1997 to June 30, 2015. General Cable Corporation, now part of Prysmian Cables & Systems, is a manufacturer of aluminum, copper and fiber-optic wire and cable products. From 1999 to 2001, Mr. Kenny served as President and Chief Operating Officer of General Cable Corporation; from 1997 to 1999, he served as Executive Vice President and Chief Operating Officer; from 1994 to 1997, he served as Executive Vice President, Sales and Marketing; and from 1992 to 1994, he served as President, Consumer Products Group. Mr. Kenny is the non-executive Chairman of Cardinal Health, Inc., a Fortune 15 company that improves the cost-effectiveness of healthcare. Previously, Mr. Kenny served as a director of AK Steel Holding Corporation, an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its wholly owned subsidiary, AK Steel Corporation, and as a director of the Cincinnati Branch of the Federal Reserve Bank of Cleveland, IDEX Corporation, Xtek Inc. (an employee-owned company) and numerous professional and not-for-profit organizations. Mr. Kenny holds a Bachelor of Science degree in business administration from Georgetown University, a Master of Business Administration degree from George Washington University and a Master of Public Administration degree from Harvard University. Mr. Kenny is a member of Industry Week’s manufacturing hall of fame, class of 2013.

Qualifications

The specific qualifications and experiences the board considered in determining that Ms. Jordan should serve as a director of the Company include her 25 years of operating, general management and marketing experience within a large, publicly held, global corporation, her service as a director, chair of the compensation committee and a member of the nominating and corporate governance committee of a public company, and her current and prior service on the boards of privately held companies and of a not-for-profit organization. In addition, our board has determined that Ms. Jordan, who also served on the compensation committees of privately held companies, qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Kenny should serve as a director of the Company include his service as the Chief Executive Officer of a public company, his accounting and financial, operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while living and working outside the U.S., his service as Ingredion’s Chairman of the Board and previously as its lead director, his service as a director on the boards of public companies other than Ingredion, including service as the Chairman and previously as the lead director of a Fortune 15 company, and his service on the boards of not-for-profit organizations.

6    INGREDION INCORPORATED

2022 PROXY STATEMENT

Charles V.

Magro

Age: 53

Director since: Appointed effective May 2022

Committees: Appointed effective May 1, 2022, to People, Culture and Compensation

Chief Executive Officer of Corteva Agriscience

Victoria J.

Reich

Age: 64

Director since: November 2013

Committees: Audit, Chair

Former Senior Vice President and Chief Financial Officer of Essendant Inc.

Mr. Magro currently serves as the Chief Executive Officer and a director of Corteva Agriscience, a NYSE-listed global agriculture company that provides farmers around the world with a balanced and diverse mix of seed, crop protection and digital solutions focused on maximizing productivity to enhance yield and profitability. He has served in this position since November 2021. Prior to assuming his current role, Mr. Magro served from January 2018 to April 2021 as the President and Chief Executive Officer of Nutrien Ltd., a Canadian-based supplier of fertilizer and other crop inputs, services, and solutions that had approximately $20 billion in revenue. From 2014 to 2018, Mr. Magro served as the President and Chief Executive Officer of Agrium Inc., a major supplier of agricultural products and services in North America, South America, and Australia. Prior to this role, he held a variety of other leadership positions with Agrium, including Chief Operating Officer, Executive Vice President of Corporate Development and Strategy and Chief Risk Officer, and Vice President of Operations. He joined Agrium in 2009 following a sixteen-year career with NOVA Chemicals Corporation, a Canadian-based plastics and chemical company, where he served in roles of increasing responsibility across various operating, commercial, and corporate positions, including Vice President of Investor Relations, Director of Marketing, Director of Major Projects, and Plant Manager. Mr. Magro currently serves as a director for the Canada Pension Plan Investment Board, a Canadian state-owned pension plan sponsor that oversees and invests the funds contributed to and held by the Canada Pension Plan. From 2014 to 2019, Mr. Magro was also a director of privately held Canpotex Ltd., one of the world’s largest marketers and exporters of potash. Mr. Magro holds a Bachelor of Science degree from the University of Waterloo and a Master of Business Administration degree from the University of Windsor.

Ms. Reich served as Senior Vice President and Chief Financial Officer of Essendant Inc., formerly, United Stationers Inc., a wholesale distributor of business products, from June 2007 to July 2011. Prior to that service, Ms. Reich spent ten years with Brunswick Corporation, a manufacturer of recreation products, where she most recently was President of Brunswick European Group from 2003 to 2006. She served as Brunswick’s Senior Vice President and Chief Financial Officer from 2000 to 2003 and as Vice President and Controller from 1996 to 2000. Before joining Brunswick, Ms. Reich spent 17 years at General Electric Company, a diversified technology, media, and financial services company, where she held various financial management positions. Ms. Reich is a director of H&R Block, Inc., a provider of tax preparation and related services, and a director of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial and energy markets. Ms. Reich also serves as a director of Logan Health Whitefish Hospital and Logan Health Whitefish Hospital Foundation, which are not-for-profit organizations. Ms. Reich holds a Bachelor of Science degree in applied mathematics and economics from Brown University.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Magro should serve as a director of the Company include his current and prior service as Chief Executive Officer of public companies, his accounting and financial, operating and manufacturing, sales and marketing and general management experience, including extensive experience with mergers and acquisitions and responsibility for international operations while living and working outside the U.S., and his prior service on the boards of privately held companies.

Qualifications

The specific qualifications and experiences the board considered in determining that Ms. Reich should serve as a director of the Company include her 32 years of service in corporate financial and accounting roles, her service as the Chief Financial Officer of public companies and as a controller, her operating and general management experience, including responsibility for international operations while living and working outside the U.S., her service as chair of the audit committee and a member of the finance committee of a public company, and her service as chair of the audit committee and a member of the governance committee of another public company. In addition, our board has determined that Ms. Reich qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

INGREDION INCORPORATED

2022 PROXY STATEMENT    7

Catherine A.

Suever

Age: 63

Director since: August 2021

Committees: Audit

Former Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation

Stephan B.

Tanda

Age: 56

Director since: August 2019

Committees: Corporate Governance and Nominating

President and Chief Executive Officer of AptarGroup, Inc.

Ms. Suever served as Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation, a NYSE-listed global leader in motion and control technologies, from April 2017 until her retirement in December 2020. Ms. Suever joined Parker-Hannifin in 1987 and held roles of increasing responsibility within the finance department in addition to serving as the Business Unit Manager for two business units during her time with the company. Ms. Suever began her career at PricewaterhouseCoopers, an independent registered public accounting firm, where she served in a variety of audit-related roles. Ms. Suever currently serves as a director and member of the audit committee of the board of directors of Hexcel Corporation, a NYSE-listed global leader in advanced composites technology that sells its products in commercial, military, and recreational markets for use in commercial and military aircraft, space launch vehicles and satellites, wind turbine blades, sports equipment, and automotive products. In addition, she is a member of the American Institute of Certified Public Accountants (AICPA). Ms. Suever recently served on the Board of Trustees for the National Multiple Sclerosis Society’s Ohio Chapter and was a member of the CFO Council of the Manufacturers Alliance for Productivity & Innovation (MAPI), and of Financial Executives International (FEI). Ms. Suever holds a Bachelor of Science degree in accounting, magna cum laude, from the University of Dayton.

Mr. Tanda has served as President and Chief Executive Officer and as a director of AptarGroup, Inc., a NYSE-listed global leader in consumer dispensing, active packaging and drug delivery solutions since February 1, 2017. Prior to this role, Mr. Tanda served as an executive managing board director at Royal DSM NV, a leading global supplier of ingredients and material solutions for the food, dietary supplement, personal care, medical device, automotive, paint, electronic and bio-material markets, and oversaw the global nutrition business as well as its pharma joint ventures and business interests in the Americas. Mr. Tanda’s career spans 30 years and includes living in seven countries while working in leadership roles for DuPont, a leading global manufacturer of chemicals, electronic and communication technologies, performance materials, coatings and color technologies, safety and protection materials, and agriculture and nutrition ingredients. Mr. Tanda’s service at DuPont included positions as President and Chief Executive Officer, The Solae Co., DuPont Nutrition and Health, and President, DuPont Protein Technologies, DuPont Nutrition and Health. He also had senior executive roles at Freudenberg Nonwovens Group, a privately held global manufacturer and pioneer in high performance technical textiles for a wide range of industries and applications, and Royal DSM NV. Mr. Tanda is a member of the Executive Education Board of The Wharton School of the University of Pennsylvania. He previously served as a director of Patheon NV, formerly a NYSE-listed company that provided pharmaceutical development and manufacturing services, from March 2016 until the company was sold to Thermo Fisher Scientific in August 2017, and Semperit AG Holding, a Vienna Stock Exchange-listed manufacturer of industrial rubber and plastic products, from April 2016 to February 2017. Mr. Tanda holds a Master of Business Administration from The Wharton School of the University of Pennsylvania and holds a degree in plastics engineering from the University of Leoben, Austria.

Qualifications

The specific qualifications and experiences the board considered in determining that Ms. Suever should serve as a director of the Company include her extensive background in finance and accounting, including her service as the Chief Financial Officer of a public company, her significant experience in compliance, risk management, systems solutions, and investor relations, and her service as a member of the audit committee of another public company. In addition, our board has determined that Ms. Suever qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Tanda should serve as a director of the Company include his current service as the President and Chief Executive Officer of a public company, his operating, manufacturing and general management experience, including while living and working outside the U.S., and his service on the boards of other public companies. In addition, our board has determined that Mr. Tanda qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

8    INGREDION INCORPORATED

2022 PROXY STATEMENT

Jorge A.

Uribe

Age: 65

Director since: July 2015

Committees: Corporate Governance and Nominating

Former Global Productivity and Organization Transformation Officer of The Procter & Gamble Company

Dwayne A.

Wilson

Age: 63

Director since: May 2010

Committees: Audit

Former Senior Vice President of Fluor Corporation

Mr. Uribe served as the Global Productivity and Organization Transformation Officer of The Procter & Gamble Company, the world’s largest maker of consumer packaged goods, from December 2012 to July 2015. Prior to that service, Mr. Uribe spent more than 33 years with Procter & Gamble, where he most recently was Group President, Latin America from July 2004 to November 2012. Before assuming that position, Mr. Uribe was the Marketing and Sales Vice President for Latin America for three years and Vice President for Venezuela and the Andean Region for the previous two and one-half years. He previously held a number of positions of increasing responsibility in Switzerland, Central America and the Caribbean, Cyprus, Malaysia, the United Arab Emirates and the Gulf Countries, Saudi Arabia, and Colombia. Mr. Uribe is a director of General Mills, Inc., a leading global food company, Grupo Argos, S.A, a Colombian multi-national holding company holding interests in cement, electricity, road and airport concessions, and real estate, and Carvajal S.A., a privately held Colombian multi-national manufacturer of packaging, paper products, and education material and provider of technology and services. Mr. Uribe previously served as a director of United Way Worldwide, a not-for-profit, charitable organization. He holds a bachelor’s degree in management engineering from Universidad Nacional de Colombia: Sede Medellin and a Master of Business Administration degree from Xavier University.

Mr. Wilson served as Senior Vice President of Fluor Corporation, reporting to the Chairman and CEO on key initiatives of strategic importance, from June 2014 to June 2016. Fluor is one of the world’s largest publicly owned engineering, procurement, construction, maintenance, and project management companies. Mr. Wilson previously served as President and Chief Executive Officer of Savannah River Nuclear Solutions, LLC, the managing and operating contractor of the U.S. Department of Energy’s Savannah River Site including the Savannah River National Laboratory, from October 2011 to June 2014. Fluor is one of the owners of Savannah River Nuclear Solutions. Mr. Wilson also served as Group President, Industrial of Fluor Corporation (from February 2007 to September 2011), President, Fluor Mining & Minerals (from 2003 to 2007), President, Fluor Commercial and Industrial Institutional (from 2002 to 2003), Vice President & Executive Director, Offices of the Chairman and Chief Operating Officer (from 2001 to 2002), and in a variety of positions of increasing responsibility from 1980 to 2001. Mr. Wilson is a director and member of the audit committee of Crown Holdings, Inc., a leading global supplier of rigid packaging products to consumer marketing companies, and served as a director of AK Steel Holding Corporation, an integrated producer of flat-rolled carbon, stainless and electrical steel and tubular products. He is also a director of South Carolina Hospital Company, a not-for-profit entity. Mr. Wilson was a trustee of the Fluor Foundation and is a past director of the Urban League of Upstate South Carolina. He served as Chairman of the Engineering and Construction Contracting Association from 2002 to 2006. Mr. Wilson is a National Association of Corporate Directors Fellow. Mr. Wilson holds a Bachelor of Science degree in civil engineering from Loyola Marymount University.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Uribe should serve as a director of the Company include his more than 33 years of operating and general management experience and sales and marketing experience, including multi-regional and multi-country responsibility for international operations while living and working outside the U.S. within a larger, publicly held, global corporation, and his service on the boards of public companies in addition to Ingredion, and on the boards of a privately held company, and a not-for-profit organization.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Wilson should serve as a director of the Company include his more than 36 years of project management, operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while based in the U.S., within a large publicly held corporation, his service as President and Chief Executive Officer of the managing and operating contractor of a significant U.S. Department of Energy site, including a National Laboratory, and his service on the board of a public company in addition to Ingredion and on the board of a not-for-profit organization.

INGREDION INCORPORATED

2022 PROXY STATEMENT    9

James P.

Zallie

Age: 60

Director since: September 2017

President and Chief Executive Officer of the Company

Mr. Zallie has been President and Chief Executive Officer of the Company since January 1, 2018. Before assuming his current position, he served at Ingredion as Executive Vice President, Global Specialties and President, Americas from January 2016 to December 2017. Mr. Zallie previously served as Executive Vice President, Global Specialties and President, North America and EMEA from January 2014 to December 2015. Prior to that service, Mr. Zallie served as Executive Vice President, Global Specialties and President, EMEA and Asia-Pacific from February 2012 to January 2014. Mr. Zallie previously served as Executive Vice President and President, Global Ingredient Solutions from October 2010 to January 2012 and as President and Chief Executive Officer of the National Starch LLC business from January 2007 to September 30, 2010. Mr. Zallie worked for National Starch for more than 27 years in various positions of increasing responsibility, first in technical, then marketing and then international business management positions. National Starch was acquired by Ingredion in October 2010. Mr. Zallie serves as a director of Sylvamo Corporation, an NYSE-listed global producer of uncoated papers and as a director of Northwestern Medicine North Region, a not-for-profit organization. Mr. Zallie served as a director of Innophos Holdings, Inc., an international producer of food and beverage ingredients, from September 2014 to April 2018. Mr. Zallie earned a bachelor’s degree in food science from Pennsylvania State University, and both a master’s degree in food science and technology and a master’s degree in finance from Rutgers University.

Qualifications

The specific qualifications and experiences the board considered in determining that Mr. Zallie should serve as a director of the Company include his current service as the President and Chief Executive Officer of Ingredion, his prior service as the Chief Executive Officer of a large business unit of a public company, his operating and manufacturing, sales and marketing and general management experience, including while living and working outside the U.S., and his service on the board of a public company in addition to Ingredion and on the board of a not-for-profit organization.

10    INGREDION INCORPORATED

2022 PROXY STATEMENT

INGREDION INCORPORATED

2022 PROXY STATEMENT    11

assist the board in fulfilling its oversight responsibilities related to the financial reporting process and the systems of financial control,

act as a separately designated standing audit committee established in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE rules,

select the Company’s independent auditors, who are accountable to and meet privately with this committee on a regular basis,

review the scope of the audit to be conducted by the independent auditors and the results of their audit,

oversee the Company’s financial reporting activities and adherence to accounting standards and principles,

12    INGREDION INCORPORATED

2022 PROXY STATEMENT

discuss with management the Company’s risk assessment and risk management practices, including risks relating to the Company’s financial statements, financial reporting processes and the guidelines, policies, and processes for monitoring and managing such risks,

approve audit and non-audit services provided to the Company by the independent auditors,

review the organization, scope, and independence of the Company’s internal audit function and the Company’s disclosure controls and internal control over financial reporting, and

conduct ongoing reviews of potential related-party transactions, including the review and approval of transactions with “related persons,” as defined under SEC rules.

discharge the board’s responsibilities relating to compensation of the Company’s Chief Executive Officer together with the other independent directors,

review and approve the compensation of executive officers of the Company, other than the Chief Executive Officer, employee benefit plans in which the executive officers participate and the compensation of non-employee directors,

meet with the Company’s Chief Executive Officer annually to review the performance of the Company’s executive officers, including an in-depth review of executive officers’ performance and the Company’s succession plan,

administer the Company’s executive compensation programs and assure that compensation programs are implemented according to the Company’s compensation philosophy as established by the PCC Committee and that compensation actions are aligned with the Company’s business strategy, expected financial results and the interests of stockholders,

annually review the design of the Company’s compensation plans,

review and discuss with management the Company’s compensation discussion and analysis to be included in the Company’s annual proxy statement or Annual Report on Form 10-K filed with the SEC,

prepare the PCC Committee Report as required by the rules of the SEC,

review the results of the Company’s stockholders’ advisory vote on named executive officer compensation, determine what, if any, actions or policy recommendations are warranted based on the advisory vote and other feedback from stockholders, and make recommendations on how frequently the Company should provide its stockholders with such an advisory vote,

review the performance of the Company’s executive officers and the developmental actions for the group of managers identified by management as high potential and therefore corporate monitored employees,

administer the Company’s deferred compensation plan for non-employee directors,

review the Company’s progress in attracting, retaining and developing senior management, with a focus on the Company’s commitment to diversity, and

review the results of periodic assessments of the Company’s employees’ engagement, opinions, and internal culture.

INGREDION INCORPORATED

2022 PROXY STATEMENT    13

•

act independently of management and at the direction of the PCC Committee,

•

understand that the firm’s ongoing engagement will be determined by the PCC Committee,

•

keep the PCC Committee informed of trends and regulatory developments,

•

provide compensation comparisons based on information that is derived from comparable businesses of a similar size to us, and

•

provide detailed comparative data regarding executive officer compensation.

•

identify, recruit, and recommend candidates to be nominated for election as directors at the Company’s annual meeting, consistent with criteria approved by the board,

•

develop and periodically review corporate governance principles and related policies for approval by the board,

•

oversee stockholder engagement regarding corporate governance,

•

assess the size and composition of the board and committees, including through developing and reviewing director qualifications for approval by the board,

•

recommend assignments of directors to committees to ensure that committee membership complies with applicable laws and stock exchange corporate governance standards,

•

conduct a preliminary review of director independence and financial literacy and expertise of Audit Committee members and oversee director orientation and continuing education,

•

review proposed changes to the Company’s certificate of incorporation, bylaws, and board committee charters, and assess and make recommendations regarding stockholder protections, as appropriate,

•

conduct ongoing reviews of potential conflicts of interest and review and approve any executive officers standing for election to not-for-profit boards of directors,

•

review stockholder proposals in conjunction with the Chairman of the Board and recommend board responses,

•

oversee the self-evaluation of the board and its committees and management,

•

review requests for indemnification under the Company’s bylaws,

•

review internal and external information to evaluate the operation and effectiveness of the Company’s compliance programs related to product safety and quality, including self-audits and internal compliance assessments, results of product, environmental and other tests, lawsuits, customer complaints and product recalls,

•

oversee procedures for the receipt, retention, and treatment of complaints received by the Company regarding product safety or quality,

•

oversee ESG matters and the Company’s sustainability and social responsibility programs, and

•

oversee the Company’s business conduct and anti-corruption compliance programs and meet with the Company’s corporate compliance officer in executive session as often as the Corporate Governance and Nominating Committee deems appropriate.

14    INGREDION INCORPORATED

2022 PROXY STATEMENT

•

the highest personal and professional ethics, integrity, and values,

•

education, breadth of experience, insight, and knowledge to understand global business problems and evaluate the possible solutions,

•

the ability to think strategically and make decisions with a forward-looking focus, with the ability to assimilate relevant information on a broad range of complex topics,

•

leadership skills,

•

the ability to work effectively with others,

•

respect for the views of others and an open-minded approach to problems,

•

an awareness of the responsibilities of the Company to its employees, its customers, and regulatory authorities,

•

a reasoned and balanced commitment to the social responsibilities of the Company,

•

an interest and availability of time to be engaged with the Company and its employees over a sustained period,

•

stature and experience to represent the Company before the public, stockholders, and other individuals and groups that affect the Company,

•

an ability and willingness to represent the stockholders’ financial interests,

•

the willingness to objectively appraise management performance in the interest of the stockholders,

•

an open mind on all policy issues and areas of activity affecting overall interests of the Company and its stockholders, and

•

no involvement in other activities or interests that create a conflict with the director’s responsibility to the Company and its stockholders.

•

active employment as a chief executive officer, president, chief financial officer, other senior officer, or general manager (or a comparable position of responsibility) of a publicly traded company (or a significant privately held company) with sales and complexity comparable with Ingredion,

•

international business experience,

•

financial responsibility during career, and financial literacy,

•

general management experience,

•

experience on publicly traded or significant privately held company boards,

•

experience with corporate governance issues, and ideally, background in the legal aspects of governance applicable to publicly traded companies,

•

expertise that is useful to the Company and complementary to the background and experience of other board members, so that an appropriate balance of skills and experience of the membership of the board can be achieved and maintained,

INGREDION INCORPORATED

2022 PROXY STATEMENT    15

•

contribution to board diversity in the broadest sense (taking into account characteristics that include gender, race, ethnicity, geographic background, and personal experience), and

•

an understanding of technologies pertinent to the Company’s businesses, production, marketing, finance, regulation, and public policy.

10 of 11

Independent

61.8 yrs

Average Age

8.4 yrs

Average Tenure

3

Women

2

Ethnic Minorities

16    INGREDION INCORPORATED

2022 PROXY STATEMENT

Key Provision

Ownership requirement

• Amount equal to a minimum of five times the value of the annual board cash retainer
(i.e., $500,000)

Time to meet requirement

• Within five years of election to the board

Shares counted toward ownership

• Common Stock, including restricted stock, restricted stock units and phantom stock units

•

provide fair compensation commensurate with the work required to serve on the board of a company with Ingredion’s size, scope, and complexity,

•

attract high-quality and diverse talent to the board, and

•

align directors’ interests with the interests of stockholders.

Annual Compensation Elements

Annual Cash Retainer

100,000

Value of Annual Equity Retainer

130,000

Additional Compensation

Chairman of the Board Retainer

140,000

Audit Committee Chair Retainer

25,000

PCC Committee Chair Retainer

20,000

Corporate Governance and Nominating Committee Chair Retainer

15,000

INGREDION INCORPORATED

2022 PROXY STATEMENT    17

Name

Luis Aranguren-Trellez

100,000

130,000

—

230,000

David B. Fischer

100,000

130,000

—

230,000

Paul Hanrahan⁽⁴⁾

100,000

130,000

2,000

232,000

Rhonda L. Jordan⁽⁵⁾

110,000

140,000

8,500

258,500

Gregory B. Kenny⁽⁶⁾

177,500

207,500

—

385,000

Barbara A. Klein

100,000

130,000

—

230,000

Victoria J. Reich⁽⁷⁾

112,500

142,500

6,000

261,000

Catherine A. Suever⁽⁸⁾

37,228

48,397

—

85,625

Stephan B. Tanda

100,000

130,000

—

230,000

Jorge A. Uribe⁽⁹⁾

100,000

130,000

—

230,000

Dwayne A. Wilson

100,000

130,000

6,000

236,000

Other than Mr. Tanda, all non-employee directors deferred 100% of their respective common stock retainer into RSUs under our Stock Incentive Plan.

RSUs have been valued at the grant date fair value computed in accordance with Accounting Standards Codification Topic 718 (FASB ASC Topic 718 of the Financial Accounting Standards Board). See note 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021, for a statement of the assumptions made with respect to the valuation under FASB ASC Topic 718. Shares of common stock have been valued at the closing price of our common stock as reported on the NYSE on the first day of the applicable quarter, or if that day is not a day on which the NYSE is open for trading, on the immediately preceding day on which the NYSE is open for trading. RSUs are granted in advance on the first business day of each quarter equal to the amount of the retainer deferred divided by the closing price of our common stock as reported on the NYSE on the first day of the quarter, or if that day is not a day on which the NYSE is open for trading, on the immediately preceding day on which the NYSE is open for trading. The RSUs (and phantom stock units issued prior to 2005) earn dividend equivalents. The RSUs and dividends earned thereon are not subject to vesting, but may not be transferred until a date not less than six months after the date of the director’s termination of service from the board, at which time the units will be settled by delivery of shares of common stock. Shares of common stock are granted in advance on the first business day of each quarter in the number calculated by dividing the amount of the retainer paid in stock by the closing price of our common stock as reported on the NYSE on the first day of the quarter, or if that day is not a day on which the NYSE is open for trading, on the immediately preceding day on which the NYSE is open for trading.

As of December 31, 2021, each director had the following aggregate number of RSUs and phantom stock units accumulated in his or her deferral account for all years of service as a director, including additional share units credited as a result of the reinvestment of dividend equivalents: Mr. Aranguren-Trellez, 32,701 units; Mr. Fischer, 9,881 units; Mr. Hanrahan, 52,908 units; Ms. Jordan, 18,081 units; Mr. Kenny, 52,601 units; Ms. Klein, 37,834 units; Ms. Reich, 11,885 units; Ms. Suever, 544 units; Mr. Tanda, 0 units; Mr. Uribe, 11,494 units; and Mr. Wilson, 19,634 units.

Amounts shown are matching contributions by the Company made under a charitable matching gift program in which non-employee directors may participate and which provides for matching contributions by the Company, consisting of a $2 match for every $1 of the first $1,000 contributed and a $1 match for every $1 of the next $6,500 contributed.

Mr. Hanrahan deferred 100% of his cash retainer ($100,000) and his common stock retainer ($130,000) into RSUs under our Stock Incentive Plan.

Ms. Jordan serves as Chair of the PCC Committee.

Mr. Kenny serves as Chair of the Corporate Governance and Nominating Committee and as Non-executive Chairman of the Board.

Ms. Reich serves as Chair of the Audit Committee.

Ms. Suever joined the board effective on August 17, 2021.

Mr. Uribe deferred 100% of his cash retainer ($100,000) and his common stock retainer ($130,000) into RSUs under our Stock Incentive Plan.

18    INGREDION INCORPORATED

2022 PROXY STATEMENT

Name and Address of Beneficial Owner

The Vanguard Group⁽¹⁾

100 Vanguard Blvd.

Malvern, PA 19355

6,849,963

10.3

% 

BlackRock, Inc.⁽²⁾

55 East 52nd Street

New York, NY 10055

5,683,001

8.5

% 

The ownership information disclosed is based solely on a Schedule 13G/A report filed with the SEC on February 10, 2022. The Vanguard Group reports that, as of December 31, 2021, it had shared voting power over 35,913 shares, sole dispositive power over 6,757,510 shares, and shared dispositive power over 92,453 shares.

The ownership information disclosed is based solely on a Schedule 13G/A report filed with the SEC on February 1, 2022. BlackRock reports that, as of December 31, 2021, it had sole voting power over 5,393,683 shares and sole dispositive power over 5,683,001 shares. BlackRock also reports that it is the parent holding company of subsidiaries identified in the Schedule 13G/A that hold shares of the common stock reported in the Schedule 13G/A.

•

each director and director nominee,

•

each executive officer named in the 2021 Summary Compensation Table under “Executive Compensation,” and

•

all executive officers and directors as a group.

INGREDION INCORPORATED

2022 PROXY STATEMENT    19

Beneficial Owner

Shares of
Common
Stock⁽¹⁾

(#)

Shares Underlying
Phantom Stock
Units and Restricted
Stock Units⁽²⁾

(#)

Luis Aranguren-Trellez

1,134

33,315

*

David B. Fischer

1,934

10,341

*

Paul Hanrahan

—  

53,921

*

Rhonda L. Jordan

—  

18,623

*

Gregory B. Kenny

—  

53,579

*

Charles V. Magro

—  

—  

*

Victoria J. Reich

—  

12,392

*

Catherine A. Suever

—  

942

*

Stephan B. Tanda

5,036

—  

*

Jorge A. Uribe

1,613

11,571

*

Dwayne A. Wilson

—  

20,160

*

James Zallie

431,415

53,956

*

James Gray

108,304

16,272

*

Janet Bawcom

—  

—  

*

Jorgen Kokke

90,563

11,690

*

Eric Seip

8,725

10,254

*

Jeremy Xu

6,993

18,229

*

All directors and executive officers as a group (21 persons)

769,013

347,370

*

Includes shares of common stock held individually, jointly with others, in the name of an immediate family member or under trust for the benefit of the named individual and/or one or more children of the named individual. Unless otherwise noted, the beneficial owner has sole voting and investment power. Fractional amounts have been rounded to the nearest whole share.

Includes shares of common stock that may be acquired through the exercise of stock options vested or subject to vesting as of or within 60 days after March 24, 2022, in the following amounts: Mr. Zallie, 382,185; Mr. Gray, 94,452; Mr. Kokke 71,595, Mr. Seip 3,725; Mr. Xu 4,098; and for all directors and executive officers as a group, 645,894.

Includes shares of common stock issuable pursuant to restricted stock awards vested or subject to vesting as of or within 60 days after March 24, 2022, in the following amounts: Mr. Aranguren-Trellez, 888 shares and reinvestment of dividends on those shares. The shares of restricted stock held by Mr. Aranguren-Trellez were granted to him as part of his annual retainer, and reinvested dividends on these shares are vested but are restricted as to transfer until termination of service from the board. Holders of restricted stock are entitled to vote those shares prior to vesting.

Includes 4,766 shares of common stock held in the Ingredion Incorporated Stock Fund of our Retirement Savings Plans by all directors and executive officers as a group.

Fractional amounts have been rounded to the nearest whole share.

Includes shares of common stock represented by deferred phantom stock units and deferred RSUs of the Company credited to the deferred compensation plan accounts of the non-employee directors and certain executive officers. The directors and executive officers have no voting or investment power over the common stock by virtue of their ownership of phantom stock units or RSUs. The phantom stock units and RSUs held by directors and executive officers and included in this column are not vested or subject to vesting as of or within 60 days after March 24, 2022. Fractional amounts have been rounded to the nearest whole share.

Less than one percent. Does not include shares shown in the column headed “Shares Underlying Phantom Stock Units and RSUs.”

20    INGREDION INCORPORATED

2022 PROXY STATEMENT

INGREDION INCORPORATED

2022 PROXY STATEMENT    21

Name

James Zallie

President and Chief Executive Officer

James Gray

Executive Vice President and Chief Financial Officer

Janet Bawcom

Former Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer⁽¹⁾

Jorgen Kokke

Executive Vice President and President Americas

Eric Seip

Senior Vice President, Global Operations

Jeremy Xu

Senior Vice President, Chief Innovation Officer, President Specialty Sweeteners and Chief Executive Officer PureCircle

Ms. Bawcom’s employment with the Company terminated effective on July 1, 2021.

Executive Summary

22

2021 Business Performance

23

Core Compensation Practices

23

2021 Executive Pay Highlights

24

Consideration of the 2021 Say-on-Pay Advisory Vote

24

Our Executive Compensation Program

24

Elements of Compensation

26

Other Compensation Elements

32

How Compensation Decisions Are Made

34

Role of Peer Groups

34

Decision-Making Process

36

Other 2021 Compensation Actions

37

Compensation Governance

38

22    INGREDION INCORPORATED

2022 PROXY STATEMENT

•

Delivery of high teens net sales growth from our specialties ingredients, led by gains in our texturants and sugar reduction platforms, with specialties now representing 33% of the Company’s net sales.

•

Successful completion of our three-year Cost Smart program, delivering $170 million of cumulative savings, exceeding our original $125 million target by 36%. Our Cost Smart program not only delivered against its target, but also developed organizational capabilities to support driving cost competitiveness going forward. We achieved this result through:

o

Rationalization of production assets

o

Expansion of global shared services

o

Redesign of Global HR support

o

Operation of global manufacturing centers of excellence

•

Completion of the KaTech acquisition and the Amyris and Arcor joint ventures.

  Maintain significant stock ownership requirements

  Offer limited perquisites

  Hold an annual Say-on-Pay vote

  Manage a clawback policy applicable to our executive   officers

  Vest equity only upon a “double trigger” in the event of a   change in control (“CIC”)

  Provide a majority of compensation that is based on   objective, quantifiable, pre-established performance goals

  Engage an independent compensation consultant   reporting directly to the PCC Committee

  Use a balance of short- and long-term incentive awards   and establish diverse performance metrics for both

X What We Don’t Do

  No automatic or guaranteed annual base salary increases

  No guaranteed annual or long-term incentive awards

  No hedging of Company stock

  No employment agreements for any executive officers

  No re-pricing of underwater stock options

  No payment of dividends or dividend equivalents to NEOs   on unearned performance share awards

  No tax gross-ups for perquisites or in the event of a CIC

  No ”single trigger” vesting of equity in the event of a CIC

⁽¹⁾ 

Adjusted diluted earnings per common share is not a financial measure calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). See Appendix A for a reconciliation of this non-GAAP financial measure to diluted earnings per common share calculated on a GAAP basis.

INGREDION INCORPORATED

2022 PROXY STATEMENT    23

•

In light of the business environment, the PCC Committee (and, with respect to the CEO, the Board of Directors) approved base salary increases in 2021, including merit and promotional adjustments, for our NEOs that averaged 1.0%.

•

A substantial majority of 2021 total target compensation (consisting of base salary plus target short- and long-term incentive compensation) for the NEOs was in the form of annual and long-term incentives, providing, as in prior years, a strong incentive to drive Company results and increase shareholder value. Approximately 87% of the CEO’s and 67% of the other NEOs’ target 2021 total direct compensation was performance-based.

•

Annual Incentive Plan (“AIP”) awards were based on targets from 60% to 130% of 2021 base salary for the NEOs, based on achievement of financial goals and personal objectives. See “Annual Incentive Plan” on pages 26 – 29 for additional information.

•

Actual payouts to the NEOs from the 2021 AIP varied from target payout up to a payout of 117% of target. See “2021 AIP Payouts” on page 29 for details on the AIP payout for each NEO.

•

Long-term incentive awards had a target grant date value from 39% to 70% of the 2021 total target compensation for the NEOs. These awards were in the form of performance shares, nonqualified stock options, and RSUs granted pursuant to our Stock Incentive Plan.

•

There were no payouts of performance shares from the 2019-2021 performance period as a result of the Company’s relative total shareholder return (“rTSR”) and average return on invested capital (“ROIC”) results. See “2019-2021 Performance Share Plan Results” on page 31 for details on performance against these metrics.

•

The PCC Committee approved off-cycle equity grants for certain NEOs (excluding the CEO), 50% of which are tied to performance objectives. For more details on recipients and grant amounts, see “Other 2021 Compensation Actions” on page 37.

•

align and motivate management to execute our business strategy and enhance shareholder value,

•

attract and retain outstanding talented executives who can execute our strategy and deliver the best business results, and

•

reinforce pay-for-performance by tying earned compensation to results.

•

Align with our business: Incentive designs are aligned with the Company’s strategy and support long-term shareholder value creation while avoiding excessive risk-taking. We provide a balance of fixed and at-risk pay with both short- and long-term performance horizons, using a variety of metrics tied to key drivers of sustainable value creation.

•

Link pay and performance: The percentage of at-risk performance-based pay increases with level of responsibility and pay outcomes are dependent on the achievement of financial and other strategic goals over both the short- and long-term, with the objective of driving shareholder value.

•

Remain competitive: We structure our compensation programs competitively both in amount and type of compensation we offer in order to attract and retain talent. We continually benchmark pay and program design to ensure we are competitive while also evaluating and considering internal pay equity. In general, we target base salary, annual cash compensation and long-term incentive compensation opportunities for the NEOs at median pay based on pay for executives with similar responsibilities among a peer group of companies.

24    INGREDION INCORPORATED

2022 PROXY STATEMENT

•

Drive an owner’s mindset: We think and act like owners and make decisions that are in the best interest of the Company. To facilitate the owner’s mindset, we grant equity-based incentives as an effective method of facilitating stock ownership and further aligning the interests of executives with those of our stockholders. A significant portion of total target compensation for our NEOs consists of equity-based incentives. Additionally, we have robust stock ownership requirements to strengthen the link between the interests of NEOs and stockholders.

INGREDION INCORPORATED

2022 PROXY STATEMENT    25

•

elements we consider essential to be competitive in the marketplace,

•

a pay mix designed to support both the short- and long-term elements of our business strategy, and

•

performance measures that are drivers of and directly linked to shareholder value.

Name

2020
Base
Salary

($)

2021
Base
Salary

($)

James Zallie

1,090,000

1,103,080

1.2%

James Gray

630,360

640,500

1.6%

Janet Bawcom

494,400

502,500

1.6%

Jorgen Kokke

642,000

644,200

0.34%

Eric Seip

N/A

485,000

N/A

Jeremy Xu

525,000

526,750

0.33%

26    INGREDION INCORPORATED

2022 PROXY STATEMENT

Name

James Zallie

130

% 

James Gray

80

% 

Janet Bawcom

65

% 

Jorgen Kokke

80

% 

Eric Seip

60

% 

Jeremy Xu

60

% 

•

be an employee of the Company on the last day of the performance period or have terminated employment during the performance period due to retirement, disability, or death, and

•

have been employed by the Company for more than six months of the performance period.

Financial Metric

Adjusted EBITDA

Serves as a foundation for the Company’s growth and, as a result, shareholder value.

Working Capital (“WC”) as a percentage of net sales

Key financial metric to maximize the efficiency of our working capital, including to incentivize tightening working capital in periods when sales may decline.

Cost Smart Savings

Aligns NEO payouts with the Company’s program to realize sustainable, run-rate savings in selling, general and administrative (“SG&A”) expense and in cost of sales expense.

INGREDION INCORPORATED

2022 PROXY STATEMENT    27

Financial Metric

Adjusted EBITDA^(1),(2)

50

% 

$

796.0

$

904.6

$

1,040.3

$

902.7

99

% 

North America Adjusted EBITDA⁽²⁾

20

% 

$

554.9

$

630.6

$

725.1

$

611.6

106

% 

South America Adjusted EBITDA⁽²⁾

$

119.6

$

135.9

$

156.2

$

162.0

Working Capital as a % of Net Sales⁽³⁾

15

% 

20.1%

18.1%

16.1%

16.5%

178

% 

Cost Smart Savings

15

% 

$

140.8

$

160-$170

$

184.0