DEF 14A of Ingredion Inc, Apr 8, 2026

DEF 14A of Ingredion Inc

Filed Apr 8, 2026 · FY20250001046257-26-000151

Open on EDGAR

  1. Stockholders, and the deadlines to submit stockholder proposals and director nominees for the 2027 Annual Meeting of

    Stockholders, and the deadlines to submit stockholder proposals and director nominees for the 2027 Annual Meeting of Stockholders.

  2. Stockholders, and the deadlines to submit stockholder proposals and director nominees for the 2027 Annual Meeting of

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | i |

  3. Proposal 1. Election of Directors

    Proposal 1. Election of Directors In this Proposal 1, the Board of Directors is asking stockholders to elect to the Board of Directors the 11 director nominees who are named in this proxy statement, each to serve for a term of one year.

  4. Proposal 1. Election of Directors

    | The Board of Directors unanimously recommends that you vote FOR the nominees for election as directors. |

  5. Directors Nominated for Election at the Annual

    Directors Nominated for Election at the Annual

  6. Meeting

    Meeting The Company is engaged in ongoing efforts to refresh the board to ensure that it includes a mix of directors who will meet both the current and long-term needs of the board, the Company, and our stockholders. As part of these efforts, the board has proposed for election at this annual meeting one nominee who has joined the board since the 2025 annual meeting of stockholders. Ms. Siobhán Talbot joined the board on April 1, 2026. Mr. Gregory Kenny retired from the board on March 23, 2026. The board has conveyed its gratitude to Mr. Kenny for his distinguished service as a director and many contributions to the Company. The terms of all 11 of our incumbent directors, including Ms. Talbot, will expire at the 2026 annual meeting. All of our current board members serving as of the date of this proxy statement have been nominated for re-election as directors. If elected, each nominee will hold office for a one-year term expiring at our 2027 annual meeting. Each director who is elected by our stockholders will serve until his or her successor has been elected and qualified or until his or her earlier death, resignation, or removal. All of the nominees for election, who are listed below, have consented to being named in this proxy statement and to serve if elected. If, for any reason, any nominee ceases to be a candidate for election at the annual meeting, the proxies will be voted for a substitute nominee designated by the board unless the board chooses to reduce the number of authorized directors or to leave the vacancy unfilled. The information in the table below and in the following director biographies is presented as of April 1, 2026.

  7. Meeting

    | | | Director Since | Committee Membership | | | | Name and Primary Occupation | Age | | AC | PCCC | CGNC | | David B. Fischer | Independent Director | | | | | | | Former Chief Executive Officer of Greif, Inc. | 63 | 2013 | | ✓ | | | Rhonda L. Jordan | Independent Director | | | | | | | Former President, Global Health & Wellness, and Sustainability of Kraft Foods Inc. | 68 | 2013 | | | | | Charles V. Magro | Independent Director | | | | | | | Chief Executive Officer of Corteva, Inc. | 56 | 2022 | | ✓ | | | Victoria J. Reich | Independent Director, Lead Director | | | | | | | Former Senior Vice President and Chief Financial Officer of Essendant Inc. | 68 | 2013 | ✓ | | |

  8. Meeting

    | 2 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  9. DIRECTOR NOMINEE BIOGRAPHIES

    DIRECTOR NOMINEE BIOGRAPHIES

  10. DIRECTOR NOMINEE BIOGRAPHIES

    | David B. Fischer Independent Director | | Rhonda L. Jordan Independent Director | | | | Former Chief Executive Officer of Greif, Inc. Age: 63 Director since: May 2013 Committees: People, Culture, and Compensation Other Current Public Company Boards: Balchem Corporation | | Former President, Global Health & Wellness, and Sustainability of Kraft Foods Inc Age: 68 Director since: November 2013 Committees: People, Culture, and Compensation, Chair Other Current Public Company Boards: ESAB Corporation | | 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 for a wide range of industries. Mr. Fischer serves as a director of Balchem Corporation, a publicly traded 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. | | 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 that service, she held positions as President of Kraft’s Cheese and Dairy business unit and its Grocery business unit. Ms. Jordan serves as a director of ESAB Corporation, an NYSE-listed global manufacturing and engineering company that provides fabrication technology products and services. Ms. Jordan is also lead director of Bush Brothers & Company, a privately held branded vegetable processor, and a director of I and Love and You, a privately held branded manufacturer of grain-free food and healthy chews and treats for pets. | | | 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 is the chairman of the board of Flexible Products and Services, a wholly-owned subsidiary of National Scientific Company Limited. Mr. Fischer 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. | | | | | Qualifications The 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, including his service as a member of its compensation committee, and his current and prior service on the boards of privately held companies and not- for-profit organizations. | | Qualifications The 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 another public company, and her current and prior service on the boards of privately held companies. In addition, our board has determined that Ms. Jordan qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K of the Securities and Exchange Commission. | |

  11. DIRECTOR NOMINEE BIOGRAPHIES

    | 4 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  12. Table of Contents

    | Charles V. Magro Independent Director | | Victoria J. Reich Independent Director, Lead Director | | | | Chief Executive Officer of Corteva, Inc. Age: 56 Director since: May 2022 Committees: People, Culture, and Compensation Other Current Public Company Boards: Corteva, Inc. | | Former Senior Vice President and Chief Financial Officer of Essendant Inc. Age: 68 Director since: November 2013 Committees: Audit Other Current Public Company Boards: Ecolab, Inc., H&R Block, Inc. | | Mr. Magro currently serves as the Chief Executive Officer and a director of Corteva, Inc., an 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 as a self-employed consultant from April 2021 to November 2021. From January 2018 to April 2021, he served 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. Mr. Magro previously served as a director of 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, and Canpotex Ltd., one of the world’s largest marketers and exporters of potash. | | 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. Ms. Reich is a director of NYSE-listed H&R Block, Inc., a provider of tax preparation and related services, and a director of NYSE-listed Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial and energy markets. She serves as the chair of the audit committee of H&R Block and is a member of the audit committee of Ecolab. Ms. Reich also serves as a director of Logan Health Whitefish Hospital, a not-for-profit organization. | | | Qualifications The 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., his service on the boards of public companies in addition to Ingredion, and his prior service on the boards of privately held companies. In addition, our board has determined that Mr. Magro qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K. | | Qualifications The qualifications and experiences the board considered in determining that Ms. Reich should serve as a director of the Company include her more than 30 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 a member of the finance committee of a public company, as chair of the audit committee of two other public companies and as 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. | |

  13. Table of Contents

    | Catherine A. Suever Independent Director | | Siobhán Talbot Independent Director | | | | Former Executive Vice President – Finance and Administration and Chief Financial Officer of Parker- Hannifin Corporation Age: 67 Director since: August 2021 Committees: Audit, Chair Other Current Public Company Boards: Hexcel Corporation | | Former Group Managing Director and Chief Executive Officer of Glanbia plc Age: 62 Director since: April 2026 Other Current Public Company Boards: CRH plc | | Ms. Suever served as Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation, an NYSE-listed global leader in motion and control technologies, from April 2017 until her retirement in December 2020. Prior to that service, Ms. Suever held roles of increasing responsibility with Parker-Hannifin within the finance department in addition to serving as the Business Unit Manager for two of the company’s business units. Ms. Suever serves as a director and member of the audit committee of Hexcel Corporation, an 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. Talbot served as Group Managing Director and Chief Executive Officer of Glanbia plc, a Euronext Dublin and London-listed multinational nutrition company, from November 2013 to December 2023. She served in roles of increasing responsibility with that company over the course of 31 years of service. She currently serves as a director of CRH plc, a NYSE-listed multinational building materials and solutions provider, and is a member of its audit committee. | | | Qualifications The 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 qualifications and experiences the board considered in determining that Ms. Talbot should serve as a director of the Company include her prior service as a Chief Executive Officer of a public company, her extensive strategic, accounting, financial, commercial, operating and manufacturing experience, her responsibility for international operations while living and working outside of the U.S., and her service on the board and the audit committee of another public company. In addition, our board has determined that Ms. Talbot qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K. | |

  14. Table of Contents

    | Stephan B. Tanda Independent Director | | Jorge A. Uribe Independent Director | | | | President and Chief Executive Officer of AptarGroup, Inc. Age: 60 Director since: August 2019 Committees: Corporate Governance and Nominating, Chair Other Current Public Company Boards: AptarGroup, Inc. | | Former Global Productivity and Organization Transformation Officer of The Procter & Gamble Company Age: 69 Director since: July 2015 Committees: Corporate Governance and Nominating Other Current Public Company Boards: General Mills, Inc. | | Mr. Tanda has served as President and Chief Executive Officer and as a director of AptarGroup, Inc., an NYSE-listed global leader in consumer dispensing, active packaging, and drug delivery solutions, since February 2017. He has announced his intention to retire as Chief Executive Officer of AptarGroup, Inc. on September 1, 2026 and as a director of AptarGroup, Inc. by the end of 2026. Mr. Tanda’s business career spans over 34 years and includes living in seven countries while working in leadership roles for various public companies. 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 an NYSE-listed company that provided pharmaceutical development and manufacturing services, and Semperit AG Holding, a Vienna Stock Exchange-listed manufacturer of industrial rubber and plastic products. | | 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 his various roles included responsibility over operations in Latin America, 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., an NYSE-listed leading global food company. | | | Qualifications The 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. | | Qualifications The qualifications and experiences the board considered in determining that Mr. Uribe should serve as a director of the Company include his more than 30 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 board of a public company in addition to Ingredion, including the compensation committee of another public company, and his prior service on the boards of other private and public companies and a not-for-profit organization. | |

  15. Table of Contents

    | Patricia Verduin Independent Director | | Dwayne A. Wilson Independent Director | | | | Former Chief Technology Officer, Global Technology for Colgate- Palmolive Company Age: 66 Director since: May 2023 Committees: Corporate Governance and Nominating Other Current Public Company Boards: Avient Corporation, FMC Corporation | | Former Senior Vice President of Fluor Corporation Age: 67 Director since: May 2010 Committees: Audit Other Current Public Company Boards: Crown Holdings, Inc., DT Midstream, Inc., Sterling Construction Company, Inc. | | Dr. Verduin served as Chief Technology Officer, Global Technology, for Colgate-Palmolive Company, an NYSE-listed multinational consumer products company that specializes in the production, distribution, and provision of household, health care, personal care, and veterinary products, from February 2009 to January 2023. Dr. Verduin serves as a director of Avient Corporation, an NYSE-listed global manufacturer of specialized polymer materials; FMC Corporation, an NYSE-listed global agricultural science company specializing in crop protection; and Reckitt Benckiser Group PLC, a FTSE-listed global consumer products company. Dr. Verduin was a director of the Monsanto Company, an NYSE-listed agrochemical and agricultural biotechnology corporation, prior to its acquisition by Bayer AG. | | 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. Mr. Wilson is a director and member of the audit committee of NYSE-listed Crown Holdings, Inc., a leading global supplier of rigid packaging products to consumer marketing companies; a director of NYSE-listed DT Midstream, Inc., an owner, operator and developer of natural gas midstream interstate and intrastate pipelines, storage, and gathering systems, and compression, treatment and surface facilities; and a director and member of the audit committee of publicly traded Sterling Construction Company, Inc., a leading infrastructure services provider of e- infrastructure solutions, building solutions, and transportation solutions. Mr. Wilson is a National Association of Corporate Directors Fellow. | | | Qualifications The qualifications and experiences the board considered in determining that Dr. Verduin should serve as a director of the Company include her four decades of leadership in the consumer- packaged goods industry and significant contributions in innovation, operations, scientific policy, and communications, including her service as Chief Technology Officer, Global Technology, of a public company, her extensive experience with leading new product launches (encompassing both regulatory and product quality aspects), her leadership of a public company’s sustainability programs, and her service as a director of other public companies. | | Qualifications The qualifications and experiences the board considered in determining that Mr. Wilson should serve as a director of the Company include his more than 35 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 current and past service on the boards of multiple public companies in addition to Ingredion and on the board of a not-for-profit organization. | |

  16. Table of Contents

    | James P. Zallie Director | | | | Chairman of the Board, President and Chief Executive Officer of the Company Age: 64 Director since: September 2017 Other Current Public Company Boards: Sylvamo Corporation | | Mr. Zallie has been President and Chief Executive Officer of the Company since January 1, 2018 and Chairman since February 9, 2026. 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 at Ingredion as Executive Vice President, Global Specialties and President, North America and EMEA from January 2014 to December 2015; as Executive Vice President, Global Specialties and President, EMEA and Asia-Pacific from February 2012 to January 2014; and as Executive Vice President and President, Global Ingredient Solutions from October 2010 to January 2012. Mr. Zallie served as President and Chief Executive Officer of the National Starch LLC business from January 2007 to September 2010. National Starch was acquired by Ingredion in October 2010. Mr. Zallie serves as a director and member of the audit committee 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., a formerly publicly traded international producer of food and beverage ingredients, from September 2014 to April 2018. | | | Qualifications The 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 Chairman of the Board, President and Chief Executive Officer of Ingredion, his prior service as the President 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 current service on the board of a public company in addition to Ingredion, his prior service on the board of another public company, and his current service on the board of a not-for- profit organization. | |

  17. Additional Information Regarding Nominees

    Additional Information Regarding Nominees

  18. Additional Information Regarding Nominees

    | 10 of 11 | 64.5 yrs | 8.3 yrs | 5 | 2 | | Independent | Average Age | Average Tenure | Women | Ethnic Minorities |

  19. Additional Information Regarding Nominees

    The CGN Committee will consider qualified candidates for director nominees recommended by our stockholders. Stockholders may recommend qualified candidates for nomination by writing to the Corporate Governance and Nominating Committee, c/o Corporate Secretary, Ingredion Incorporated, 5 Westbrook Corporate Center, Westchester, Illinois 60154. The CGN Committee intends to evaluate candidates proposed by stockholders in the same manner and according to the same criteria as other candidates. For information about how stockholders may nominate directors for election, see “Questions and Answers About This Proxy Statement and Our 2026 Annual Meeting – ‘How can I submit a stockholder proposal for the 2027 annual meeting?”.

  20. Compensation of Non-employee Directors

    Compensation of Non-employee Directors

  21. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION The objective of the compensation program for our non-employee directors, each of whom the board has determined to be an “independent director” under NYSE rules, is to: •provide fair compensation commensurate with the work required to serve on the board and board committees of a company with Ingredion’s size, scope, and complexity, •attract and retain high-quality talent for the board, and •align directors’ interests with the interests of stockholders. To determine the appropriate non-employee director compensation level, the PCC Committee reviews non-employee director compensation every other year using the same peer group of companies, referred to as the Compensation Peer Group, used in determining executive officer compensation, as described beginning on page 41. At the committee’s request, this benchmarking review was most recently led by Meridian and performed during 2025 for the 2026 fiscal year’s compensation. Considering this assessment and other relevant factors, the PCC Committee recommends to the board, and the board approves, the compensation for the non-employee directors. Generally, the PCC Committee seeks to position pay within a median range relative to the market as determined by reference to the Compensation Peer Group. In addition, we generally pay a majority portion of non-employee director compensation in equity, except that we paid Mr. Kenny, who in 2025 served as the non- executive Chairman of the Board and Chair of the CGN Committee, retainers for these additional roles in cash. The PCC Committee believes the combination of equity-weighted compensation and share ownership requirements further aligns the interests of our non-employee directors with the interests of our stockholders.

  22. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | 21 |

  23. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    2025 NON-EMPLOYEE DIRECTOR COMPENSATION

  24. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | David B. Fischer | 105,000 | 159,690 | 3,551 | 268,241 | | Rhonda L. Jordan(4) | 125,000 | 159,690 | 8,500 | 293,190 | | Gregory B. Kenny(5) | 280,000 | 159,690 | — | 439,690 | | Charles V. Magro(6) | 105,000 | 159,690 | — | 264,690 | | Victoria J. Reich(7) | 130,000 | 159,690 | 7,500 | 297,190 | | Catherine A. Suever | 105,000 | 159,690 | 2,000 | 266,690 | | Stephan B. Tanda | 105,000 | 159,690 | — | 264,690 | | Jorge A. Uribe | 105,000 | 159,690 | — | 264,690 | | Patricia Verduin | 105,000 | 159,690 | 8,500 | 273,190 | | Dwayne A. Wilson | 105,000 | 159,690 | — | 264,690 |

  25. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Includes all retainer fees earned or deferred pursuant to the Director Deferred Compensation Plan. (2)The equity retainer is granted in quarterly increments on the last business day of each calendar quarter, with the exception of the fourth quarter, which is granted on the date of the December PCC Committee meeting, in an amount determined by dividing the equity retainer value by the trailing 20-day average Closing Price of our common stock. Equity retainers are immediately vested and delivered as common stock. If a director elects to defer the equity retainer, the director receives RSUs and receipt of shares is deferred until a date not less than six months after the director no longer serves on the board. The grant date fair value of RSU grants in 2025 was calculated in accordance with Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) of the Financial Accounting Standards Board. See note 11 (Equity) to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, for a statement of the assumptions made with respect to the valuation under FASB ASC Topic 718. As of December 31, 2025, each director had the following aggregate number of RSUs 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. Fischer, 17,073 units; Ms. Jordan, 26,349 units; Mr. Kenny, 65,840 units; Mr. Magro, 9,035 units; Ms. Reich, 19,466 units; Ms. Suever, 2,486 units; Mr. Tanda, 0 units; Mr. Uribe, 12,826 units; Dr. Verduin, 0 units; and Mr. Wilson, 27,956 units. (3)Amounts shown are matching contributions by the Company made under a charitable matching gift program in which non-employee directors may participate. Matching contributions by the Company consisted 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. (4)Ms. Jordan serves as Chair of the PCC Committee. (5)In 2025, Mr. Kenny served as Chair of the CGN Committee and as non-executive Chairman of the Board. (6)Pursuant to the Director Deferred Compensation Plan, Mr. Magro deferred his cash retainer into RSUs. (7)In 2025, Ms. Reich served as Chair of the Audit Committee.

  26. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | 23 |

  27. 2025 EXECUTIVE PAY HIGHLIGHTS

    2025 EXECUTIVE PAY HIGHLIGHTS •In light of the business environment, Company performance, individual contributions, internal equity, and competitive compensation positioning relative to peer market data, the PCC Committee (and, with respect to the CEO, the Board of Directors) approved base salary increases for our NEOs that averaged 5.1%. The average increase excluding the increase awarded to Robert Ritchie, who received a market-based adjustment to account for additional responsibilities in 2025, was 3.7%. •A substantial majority of 2025 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 88% of the CEO’s and 74% of the other NEOs’ target 2025 total direct compensation was performance-based. •Annual Incentive Plan (“AIP”) awards were based on targets ranging from 75% to 150% of 2025 base salary for the NEOs and were determined based on achievement of financial goals and personal objectives. See “Annual Incentive Plan” beginning on page 31 for additional information. •Actual payouts to the NEOs under the 2025 AIP varied from 106.4% to 114.3% of target. See “2025 AIP Payouts” on page 35 for details on the AIP payout for each NEO. •Target grant date value of long-term incentive awards represented 46% to 71% of the 2025 total target compensation for the NEOs. These awards were in the form of performance shares, nonqualified stock options, and restricted stock units granted pursuant to our Stock Incentive Plan.

  28. OUR EXECUTIVE COMPENSATION PROGRAM

    OUR EXECUTIVE COMPENSATION PROGRAM Core Principles and Philosophy. 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. The objectives of our compensation programs are to: •attract, retain, and motivate executives to drive business results, •support business strategies that promote long-term shareholder value, and •align pay and performance by making a significant portion of executive compensation dependent on achieving financial and other critical strategic and individual goals. Our executive compensation guiding principles must be flexible enough to tailor compensation programs to the needs of our global workforce while, at the same time, also seeking to ensure that our compensation programs are equitable and competitive. To achieve our objectives, we structure compensation programs that: •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 an appropriate 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 the 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 the amount and type of compensation we offer in order to attract, retain, and motivate talent. We regularly 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 within a reasonable range around median pay based on data for executives with similar responsibilities among a peer group of companies, as well as across the broader market. Actual pay opportunities may vary from this market reference based on factors such as experience, performance, retention impacts, and overall expertise in a role, among other factors. •drive an owner’s mindset: We think and act like owners and make decisions that we believe are in the best interests 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 our 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. Our compensation programs are intended to balance these principles, and we believe our compensation programs and corresponding pay opportunities allow us to achieve these principles in a practical and effective way. Our executive compensation structure is straightforward and market-competitive with a strong emphasis on performance.

  29. Elements of our 2025 Annual Compensation Program

    | Pay Element | | | Pay Mix | Description | Objective | | | | | | Fixed cash compensation based on size and scope of role, responsibilities, experience, and individual performance. | •Attract and retain talented executives •Drive performance through individual contributions •Provide a consistent and stable source of compensation that allows executives to focus on long-term strategic initiatives and operational excellence without being distracted by short-term fluctuations in performance-based pay | | FIXED | | Base Salary | | | | | | ANNUAL CASH COMPENSATION | | | | | | | | Annual Incentive | | Annual cash incentive with a target award for each NEO based on a percentage of base salary. Actual awards may be higher or lower than target based on Company, business and individual performance. Awards range from 0% - 200% of target based on performance. | •Motivate achievement of annual financial, operational, and individual goals •Encourage individual contributions that support our strategic initiatives | | | | | | | | | | | | | Performance-based, overlapping three-year performance cycles. Actual awards are determined at the end of the performance cycle by evaluating financial performance against predetermined metrics and targets. Awards range from 0% - 200% of target based on performance. Awards are delivered in common stock. | •Drive long-term performance •Align executive interests with those of stockholders and encourage an owner’s mindset •Actual payouts determined by performance | | | | Performance Share Units (50%) | | | | | | LONG-TERM INCENTIVE COMPENSATION | | | | | | VARIABLE | | | | | | | | | Restricted Stock Units (25%) | | Time-based equity awards that cliff vest after three years. Awards are delivered in common stock. | •Align executive interests with those of stockholders and encourage an owner’s mindset •Cliff vesting provides retention value | | | | | | | | | | | Stock Options (25%) | | An appreciation-based vehicle that pro rata vests over a three-year period. Intended to provide performance-based compensation tied specifically to increases in the price of common stock. | •Align executive interests with those of stockholders and encourage an owner’s mindset •Create value through stock price appreciation |

  30. Annual Incentive Plan

    Annual Incentive Plan We design our AIP to motivate our NEOs to achieve or exceed our annual financial, strategic, and individual goals. The PCC Committee sets the formula and establishes target, threshold, and maximum annual incentive opportunities at the beginning of each year. Target goals are based on the financial goals for the Company. The financial goals are recommended by Company management and, after review and discussion, approved by our Board of Directors. The PCC Committee determines the actual awards earned by each NEO based on Company annual financial results and individual performance against the pre-defined strategic objectives for each executive, with the award for the CEO recommended by the PCC Committee to the board for approval. Annual incentive award payouts can vary greatly from year to year based on actual financial performance relative to the target goals.

  31. Annual Incentive Plan Target Opportunity

    Annual Incentive Plan Target Opportunity The PCC Committee approves the cash, short-term incentive target opportunity for each NEO, other than the CEO, expressed as a percentage of base salary. The Board of Directors approves the cash, short-term incentive target opportunity for the CEO, which is also expressed as a percentage of base salary.

  32. Annual Incentive Plan Target Opportunity

    | Base Salary as of December 31, 2025X | Target AIP Opportunity (% of Base Salary) | = | Target AIP Amount |

  33. Annual Incentive Plan Target Opportunity

    | 32 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  34. 2025 AIP Design

    2025 AIP Design The 2025 AIP design consists of three financial metrics that constitute 80% of the plan, with the remaining 20% consisting of personal objectives. The PCC Committee approves the individual personal objectives for the NEOs, other than the CEO. The Board of Directors reviews and approves the individual personal goals and objectives for our CEO in light of the Company’s corporate financial goals and objectives.

  35. 2025 AIP Design

    | | | 80% | | | 20% | | 70% | 15% | | 15% | + | Personal Objectives | | AIP Adjusted EBITDA | Working Capital as a % of Net Sales | | Cost/ Productivity | | |

  36. 2025 AIP Design

    To be eligible to receive an incentive payment for the 2025 performance period, an NEO must: •be an employee of the Company on the date the annual incentive is paid or have terminated employment during the performance period due to retirement, disability, or death, and •have been employed by the Company for more than three months of the performance period. An NEO who is eligible to receive an incentive payment for the performance period, but who was not actively employed during the entire performance period due to such NEO’s retirement, disability, or death, will receive a pro rata payment determined in accordance with rules approved by the PCC Committee.

  37. Table of Contents

    | Financial Metric | Rationale | | AIP Adjusted EBITDA(1) | Serves as a foundation for our growth and, as a result, shareholder value. | | Working Capital (“WC”) as a Percentage of Net Sales(2) | A key financial metric to maximize the efficiency of our working capital; incentivizes tightening working capital in periods when sales may decline. | | Cost/Productivity(3) | Focus and simplify to better execute, increase effectiveness/productivity and lower costs. |

  38. 2025 Financial Metrics, Targets, and Results

    | Performance Measure | Weight | | | | | 2025 Achievement | | | | | Threshold | Target | Maximum | | | AIP Adjusted EBITDA | 80% | 70% | | | | 93.1% | | | | | | | | | | | | | $1,084.5 | $1,275.9 | $1,403.5 | | | Working Capital as a % of Net Sales | | 15% | | | | 123.7% | | | | | 22.7% | 19.7% | 16.7% | | | Cost/ Productivity (in millions) | | 15% | | | | 190.0% | | | | | | | | | | | | | $42.5 | $50.0 | $60.0 | |

  39. 2025 Segment Targets and Financial Results

    | | | Performance Scale | | | Results | | | Financial Metric | Weighting | Threshold | Target | Maximum | Final Result | Payout | | F&II US/Canada Adjusted EBITDA | 15% | $347.7 | $400.9 - $409.1 | $450 | $359.5 | 74% | | F&II LATAM Adjusted EBITDA | 15% | $477.3 | $561.5 | $617.6 | $541.8 | |

  40. 2025 AIP Payouts

    2025 AIP Payouts After determining the 2025 financial achievement and individual performance achievement against the annual personal objectives for each NEO, the PCC Committee approved the following annual incentive cash payments:

  41. 2025 AIP Payouts

    | | | Financial Factors (80%) | | Personal Objectives (20%) | | 2025 Aggregate Payout | | | Name | Target ($) | Earned Payout (%) | Earned Payout ($) | Earned Payout (%) | Earned Payout ($) | Earned Payout (%) | Earned Payout ($) | | James Zallie | 1,942,575 | 112.2% | 1,744,044 | 113.75% | 441,936 | 112.5% | 2,185,980 | | James Gray | 762,216 | 112.2% | 684,317 | 122.50% | 186,743 | 114.3% | 871,060 | | Tanya Jaeger de Foras | 403,841 | 112.2% | 362,569 | 116.25% | 93,893 | 113.0% | 456,462 | | Robert Ritchie(1) | 458,434 | 106.5% | 390,513 | 106.25% | 97,417 | 106.4% | 487,930 | | Eric Seip | 420,980 | 112.2% | 377,955 | 101.25% | 85,248 | 110.0% | 463,203 |

  42. 2025 AIP Payouts

    (1)AIP target and payout for Mr. Ritchie reflect proration based on his salary and AIP target from January 1 through August 15, 2025 and, following his promotion, his increased salary and AIP target from August 16, 2025 through December 31, 2025.

  43. Long-term Incentive Compensation

    Long-term Incentive Compensation We design our annual long-term incentive program (“LTIP”) to provide variable compensation in the form of equity that rewards executives when we achieve long-term results that align with stockholder interests. Our LTIP incentivizes our NEOs to focus on important performance objectives that we believe will translate into sustainable stockholder returns over the long term. For 2025, we continued with the same mix of awards used in prior years, as shown in the table below, to provide a balance of performance- and retention-based compensation to support our long-term strategy. This mix of awards, consisting of performance share units (“PSUs”), restricted stock units (“RSUs”), and stock options, is designed to tie executive compensation to TSR, balance performance focus with the ability to retain executives, and mitigate the risk of over-focusing on a single metric.

  44. Long-term Incentive Compensation

    | Vehicle | Weight | Structure | Purpose | | PSUs | 50% | •Number of shares earned may range from 0%- 200% of the target number of PSUs granted based on the business performance rating for the performance cycle •3-year performance cycle | •Strengthens retention •Promotes focus on specific performance goals critical to the success of the business •Facilitates stock ownership when earned •Aligns long-term interests with those of stockholders | | RSUs | 25% | •Value of award depends on our stock price at time of vesting •3-year cliff vesting from date of grant | •Strengthens retention •Facilitates stock ownership | | Stock Options | 25% | •3-year ratable vesting •10-year term | •Requires stock price appreciation for value creation •Facilitates stock ownership •Aligns long-term interests with those of stockholders |

  45. Long-term Incentive Compensation

    | 36 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  46. 2025 Annual Equity Grants to NEOs

    2025 Annual Equity Grants to NEOs The table below shows the 2025 annual equity grants to our NEOs. In determining each grant, the PCC Committee considered the executive’s level of responsibility, individual and Company performance, external market positioning, and recommendations from the CEO (for the other NEOs). We approve long-term incentive grants at the PCC Committee’s first meeting of each fiscal year, typically in February, at the same time other elements of compensation are determined so that we can consider all elements of compensation simultaneously when making decisions.

  47. 2025 Annual Equity Grants to NEOs

    | | 2025 Annual Equity Grants(1),(2) | | | | | Name | PSUs ($) | RSUs ($) | Stock Options ($) | Total Equity Grant ($) | | James Zallie | 4,000,000 | 2,000,000 | 2,000,000 | 8,000,000 | | James Gray | 900,000 | 450,000 | 450,000 | 1,800,000 | | Tanya Jaeger de Foras | 475,000 | 237,500 | 237,500 | 950,000 | | Robert Ritchie | 600,000 | 300,000 | 300,000 | 1,200,000 | | Eric Seip | 412,500 | 206,250 | 206,250 | 825,000 |

  48. 2025 Annual Equity Grants to NEOs

    (1)Grant date for the annual equity grants was February 26, 2025. Value of PSUs is reflected at target (100% achievement) since actual value of grant/shares earned, if any, will be determined after the three-year performance cycle ending on December 31, 2027. (2)Represents the dollar amount approved by the PCC Committee. This amount differs from the value in the “2025 Grants of Plan-Based Awards” table on page 49, which represents the accounting value of the award.

  49. Performance Share Units

    Performance Share Units The PCC Committee approves performance targets for a three-year performance cycle when it grants PSUs. At the end of the three-year performance cycle, grants will vest only if the PCC Committee certifies that Company results meet or exceed the applicable performance thresholds set at the beginning of the cycle. Vested PSUs are settled in shares of common stock in the first quarter following the end of the performance cycle. Dividend equivalents accrue during the performance period and are paid in cash based on the actual number of shares earned. However, if no PSUs are earned for a performance cycle, no dividends are paid on those PSUs. The table below outlines the performance measures, weightings, and performance scale for the February 2025 annual PSU grant and outlines the rationale for selecting each metric. In selecting the metrics, the PCC Committee sought to incentivize behavior consistent with achieving our long-term growth objectives and to align the interests of our executives with the interests of our stockholders.

  50. Performance Share Units

    | | | | Performance Scale (2025 - 2027) | | | | Metric | Weighting | Rationale | Threshold | Target | Maximum | | Adjusted Return on Invested Capital (“Adjusted ROIC”)(1) | 50% | Focuses on profitability and value- creating potential while also taking into account the amount of capital invested. | <8.5% | 11.5% | ≥14.75% | | Relative Total Shareholder Return (“rTSR”)(2) | 50% | Directly link awards to shareholder value creation and performance versus peers. | <25th percentile | 50th percentile | ≥75th percentile |

  51. Performance Share Units

    (1)Adjusted ROIC is a financial performance ratio not defined under GAAP. The Company defines Adjusted ROIC as adjusted operating income, net of tax, divided by average end-of-year balances for the current year and prior year total net debt and equity. Adjusted operating income, net of tax, is a non-GAAP financial measure under SEC rules. The Company defines adjusted operating income, net of tax, as net income, calculated in accordance with GAAP, as adjusted to exclude acquisition and integration costs, impairment and restructuring costs, and certain other matters outside the normal course of business that may occur during the applicable year. (2)rTSR measures our stock performance relative to a 23-company performance peer group that was selected prior to the start of the performance period. This metric measures how well our stock has performed compared to the Performance Peer Group over the performance period.

  52. Performance Share Units

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | 37 |

  53. 2023 – 2025 Performance Share Plan Results

    2023 – 2025 Performance Share Plan Results The following chart shows: •the key financial metrics, weighting, and performance goals the PCC Committee set in 2023, •our actual performance over the 2023 – 2025 performance cycle, and •the final performance results approved by the PCC Committee at the end of the 2023 – 2025 performance cycle. Based on three-year results that exceeded the pre-established maximum performance levels, the 2023 – 2025 PSU awards paid out at 183.4% of target. Actual results for the 2023 – 2025 performance cycle are shown below:

  54. 2023 – 2025 Performance Share Plan Results

    | | 2023 – 2025 Performance Cycle Results | | | | | | | Performance Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | | Adjusted ROIC(1) | 50% | <8% | 10.0% | ≥11.5% | 14.5% | 200.0% | | rTSR (percentile rank)(2) | 50% | <25th | 50th | ≥75th | 67th | 166.7% | | Final Performance Rating | | | | | | 183.4% |

  55. 2023 – 2025 Performance Share Plan Results

    (1)Adjusted ROIC, which is a financial performance ratio not defined under GAAP, is defined by the Company in the manner specified in footnote 1 to the table presented under “Performance Share Units” above and is reported in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)rTSR measured our stock performance relative to a 20-company performance peer group that was selected prior to the start of the performance period (per the terms of the award agreement, two companies were removed before the end of the performance period due to acquisition so ultimately ended with 18 peers). This metric measures how well our stock has performed compared to the Performance Peer Group over the performance period.

  56. Stock Options

    Stock Options Of our NEOs’ long-term incentive, 25% is delivered in the form of nonqualified stock options that vest ratably over three years and have a term of ten years. The exercise price of stock options is the Closing Price of our common stock on the grant date. Stock options have no realizable value at the time of grant. NEOs will realize value from stock options only if the Company’s share price has appreciated above the exercise price as of the option exercise date.

  57. Restricted Stock Units

    Restricted Stock Units We grant RSUs to align the interests of our NEOs with the interests of our stockholders and to promote retention of critical talent. These awards also help to balance the long-term incentive compensation mix for our NEOs to minimize risk-taking. RSUs granted to the NEOs in February 2025 cliff vest on the third anniversary of the grant date. As of each dividend payable date, additional RSUs equivalent to the value of the dividend are credited to the award. The additional RSUs credited are subject to the same terms and conditions as the underlying award.

  58. Restricted Stock Units

    | 38 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  59. Retiree Health Care Spending Account

    Retiree Health Care Spending Account Messrs. Zallie and Ritchie are both retirement-eligible and will each be provided with a Retiree Health Care Spending Account (“RHCSA”) account when their respective employment with the Company terminates. The RHCSA account aids in purchasing pre-age 65 retiree medical and dental coverage from the Company and in reimbursing for a Medicare supplement policy for coverage at age 65 or older. At termination, qualified employees have access to a RHCSA account for themselves and a RHCSA account in an equal amount for their then-qualified dependents. The balances in these accounts may be used by the pre-age 65 retiree and dependents to purchase from the Company, at the full cost, medical and dental benefits that mirror those provided by the Company to active employees. Balances in these notional accounts are forfeited if the eligible employee terminates employment prior to age 55 with ten years of service at the time of termination. The accounts otherwise terminate on the death of the employee for the employee’s RHCSA and upon the death of the qualified dependent in the case of the dependent’s RHCSA or when the balance in the account is depleted. Although Mr. Gray is retirement-eligible, the RHCSA plan was frozen as of December 31, 2014, and he did not meet the age and service requirements to be grandfathered into the program.

  60. Retiree Health Care Spending Account

    | 40 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  61. Table of Contents

    | Non-Qualified Deferred Compensation Plan | | Certain of our U.S.-based eligible employees, including all NEOs, are entitled to participate in our Non-Qualified Deferred Compensation Plan (formerly called the Supplemental Executive Retirement Plan (“SERP”)). The purpose of this nonqualified, unfunded plan is to: •permit certain key executives to defer receipt of a portion of current compensation, including short- and long-term incentive payments, until a later year, •provide participants and their beneficiaries with the amount of retirement income that is not provided under the Cash Balance Plan or the Retirement Savings Plan by reason of statutory limits on eligible compensation under tax-qualified plans, and •preserve the opportunity for executives to continue to defer compensation that was deferred under previously maintained plans. To the extent that an employee’s annual retirement income benefit under the Cash Balance Plan exceeds the limitations imposed by the U.S. Internal Revenue Code, additional benefits are provided through our Non-Qualified Deferred Compensation Plan (“NQDCP”) via an account referred to as a Cash Balance Make-up Account to which we contribute the amounts that we would have contributed to the Cash Balance Plan absent those statutory limitations. Messrs. Zallie, Gray, and Ritchie are the only NEOs who have Cash Balance Make-up Accounts. Participants are entitled to participate in annual deferral accounts and accounts referred to as Savings Plan Make-up Accounts under the NQDCP. To the extent that benefits are limited under the Retirement Savings Plan due to statutory limits on compensation and deferral under tax-qualified plans, participants are permitted to defer compensation through the NQDCP. In addition, we make matching contributions on voluntary contributions to the Savings Plan Make-up Accounts in the amount that we would have contributed to the Retirement Savings Plan absent those statutory limitations. A participant is vested in his or her Savings Plan Make-up Account to the extent that the participant is vested in the Retirement Savings Plan matching contributions. NQDCP participants are general, unsecured creditors of the Company. |

  62. Post-Termination Compensation

    Post-Termination Compensation The NEOs are covered by arrangements, under either an executive severance agreement or certain plans that specify payments in the event the executive’s employment is terminated. These severance benefits are payable if and only if the executive’s employment is terminated by the Company under certain circumstances, including termination without cause. Severance plans, consisting of the Ingredion Executive Severance Pay Plan and the Executive Change In Control Severance Pay Plan, have been created to attract and retain talented and experienced executives and further motivate them to contribute to our short- and long-term success. Messrs. Zallie, Gray, and Seip are covered by individual executive severance agreements that provide for benefits in the event of a change in control of the Company (“CIC”). These agreements are intended to align executive and stockholder interests by enabling executives to consider corporate transactions that are in the best interests of stockholders and other stakeholders of the Company without undue concern over whether the transactions may jeopardize the NEO’s own employment. The agreements require us or a successor company to make certain payments and provide certain benefits if employment is terminated by us or a successor company other than because of death, “Disability” or “Cause,” or by the NEO for “Good Reason,” in each case, within two years of a CIC. Disability, Cause, and Good Reason are defined in the executive severance agreements. Ms. Jaeger de Foras and Mr. Ritchie are covered by the executive severance plans, which provide for cash severance payable in a multiple of current annual base salary and current target annual incentive award based on the executive’s position in Ingredion and whether termination involves a CIC event. The terms of the executive severance plans are similar to those provided by other companies, and we offer them in part to provide a competitive compensation package. Information regarding potential payments under the individual executive severance agreements or the executive severance plans is provided under “Potential Payments Upon Termination or Change in Control” beginning on page 54.

  63. Role of Peer Groups

    Role of Peer Groups The PCC Committee uses two different groups of companies to (i) benchmark executive compensation, market practices, and compensation design and (ii) assess relative performance.

  64. Compensation Peer Group

    Compensation Peer Group The PCC Committee annually reviews compensation data from a comparator group of companies as one reference point when making compensation decisions for all executive pay, including CEO pay, and when benchmarking compensation plan designs. With the assistance of its independent executive compensation consultant, the PCC Committee reviewed peer group market data from public filings and proprietary survey sources to determine the competitiveness of target pay levels. Other factors considered in NEO compensation decisions include individual performance, job responsibilities, leadership, years of experience, Company performance, and long-term growth potential. We routinely review the selection criteria and companies in our Compensation Peer Group to ensure all companies are still meeting the original criteria for selection. The PCC Committee, with input from the independent executive compensation consultant, determined that no updates to the Compensation Peer Group were necessary for 2025. In total, the 2025 Compensation Peer Group consists of 18 companies with a median revenue of $8.8 billion. The table below shows our criteria for choosing the Compensation Peer Group and how it is used:

  65. Compensation Peer Group

    | How the Compensation Peer Group Was Chosen | 2025 Compensation Peer Group | How We Use the Compensation Peer Group | | •Revenue size: 1/3x – 3x Ingredion revenue •Strong focus in the food product and beverage industry •U.S. publicly traded companies •Global footprint with sales and operations outside of the United States •Similar business structure •Also considered market cap, gross margin and capital intensity, as well as peers identified by proxy advisory firms | •The Campbell’s Company •The Clorox Company •Conagra Brands, Inc. •Constellation Brands Inc. •Darling Ingredients Inc. •Eastman Chemical Company •Flowers Foods, Inc. •Fresh Del Monte Produce Inc. •The Hershey Company •Hormel Foods Corporation •The J.M. Smucker Company •Kellanova •Keurig Dr Pepper Inc. •Lamb Weston Holdings, Inc. •McCormick & Company, Inc. •Molson Coors Beverage Company •Post Holdings, Inc. •TreeHouse Foods, Inc. | •For benchmarking the following: i.Annual and long-term incentive plan design ii.Total direct compensation (at target levels), including base salary, and annual and long-term incentive awards iii. Stock ownership requirements iv. Perquisites v.Severance benefits vi.Non-employee director compensation •Compare pay-for-performance alignment |

  66. Compensation Peer Group

    We review all elements of compensation annually to consider the relationships between all compensation elements as well as to assess the appropriateness of the total compensation package for each NEO. We also consider the strength of our financial performance, the NEO’s position and level of responsibility, internal comparisons, individual performance, and competitive market data for the Compensation Peer Group. In addition, we supplement data collected from the Compensation Peer group with broader, general industry data from nationally recognized survey providers.

  67. Compensation Peer Group

    | 42 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  68. Performance Peer Group

    Performance Peer Group We compare our TSR performance against our Performance Peer Group, which allows us to structure long-term incentive compensation linked directly to the performance of our peers. This group of companies is less relevant as a comparator for compensation levels for executive positions because of differences in company size, market capitalization, scope, business structure, and geographic footprint. We consider these companies industry competitors, so we believe that comparing our performance against this peer group provides a valuable measure of our performance. We also believe investors are more likely to consider the stocks of the Performance Peer Group as alternatives to an investment in our stock than the companies in the Compensation Peer Group, in part because their business operations are more similar to ours. We also routinely review the selection criteria and companies in our Performance Peer Group to ensure all companies are still meeting the original criteria for selection. The PCC Committee, with input from its independent executive compensation consultant, made several changes to the Performance Peer Group for 2025 to enhance the comparability of the companies to Ingredion for purposes of the rTSR assessment. The committee removed Associated British Foods PLC, Tyson Foods, Inc., and Unilever PLC and added Ashland, Inc., Bunge Global SA, Corteva, Inc., Eastman Chemical Company, FMC Corporation, and International Flavors and Fragrances, Inc. The 2025 Performance Peer Group consists of 23 companies. The table below shows our criteria for choosing the Performance Peer Group and how it is used.

  69. Performance Peer Group

    | How the Performance Peer Group Was Chosen | 2025 Performance Peer Group | How We Use the Performance Peer Group | | •Focused on basic ingredient, food additives, and midstream manufacturing •Market capitalization between $1 billion and $50 billion •Correlation in stock price and volatility •Business cyclicality and comparable commodity price sensitivity •Overseas operations | •AAK AB •Archer Daniels-Midland Company •Ashland Inc. •Bunge Global SA •Celanese Corporation •Corteva, Inc. •Danone S.A. •DSM-Firmenich AG •Eastman Chemical Company •Ecolab Inc. •FMC Corporation •General Mills, Inc. •Huntsman Corporation •International Flavors and Fragrances, Inc. •Kellanova(1) •Kerry Group plc •The Kraft Heinz Company •McCormick & Company, Inc. •Mondelēz International, Inc. •Novonesis A/S •Sealed Air Corporation •Sensient Technologies Corporation •Tate & Lyle plc | •Compare annualized TSR to assess our results against the TSR performance measure for PSUs |

  70. Performance Peer Group

    (1)Included through December 11, 2025 when it was acquired by Mars, Inc.

  71. Performance Peer Group

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | 43 |

  72. Role of the Compensation Consultant

    Role of the Compensation Consultant The PCC Committee retains an independent executive compensation consultant to assist in evaluating executive compensation programs. The consultant advises the PCC Committee regarding the amount and form of executive and director compensation, pay-for-performance alignments, and plan design to support the strategic and financial goals of the Company. The committee believes that conferring with a consultant provides additional assurance that our executive and director compensation programs are reasonable, market-competitive, and aligned with our objectives. The PCC Committee has engaged Meridian as its independent executive compensation consultant. For additional information regarding the PCC Committee’s use of an independent executive compensation consultant, see “Proposal 1. Election of Directors—The Board and Committees—People, Culture, and Compensation Committee” on page 14.

  73. Role of the Compensation Consultant

    | Compensation Consultant Responsibilities: •Regularly update the PCC Committee on executive compensation market trends, incentive practices, and legislation pertaining to executive compensation •Attend all PCC Committee meetings, including executive sessions without management present •Provide guidance on executive compensation programs to promote market competitiveness •Provide research, data, survey information and design expertise in support of the development of compensation programs for executives and the design of incentive programs for all eligible employees •Review and recommend compensation of non-employee directors •Conduct a pay-for-performance assessment •Perform an annual compensation program risk assessment •Advise the PCC Committee on the appropriate comparator peer groups for compensation and performance •Provide guidance to the PCC Committee on CEO compensation •Provide an independent assessment of the CEO’s recommendations on NEO compensation to the PCC Committee |

  74. Role of the PCC Committee

    Role of the PCC Committee The PCC Committee is accountable for ensuring executive compensation decisions are made in the best long-term interests of our stockholders and for administering the compensation program for Ingredion’s executive officers, including the NEOs, accordingly. Annually, the PCC Committee reviews and approves each element of compensation and, if warranted, the PCC Committee recommends adjustments to individual elements of compensation to achieve an overall total targeted compensation that it believes is market-competitive and consistent with our compensation philosophy and objective to attract, retain, and motivate a talented workforce. In its deliberations, the PCC Committee reviews data prepared by the independent consultant on pay levels in our Compensation Peer Group (as described above) and reviews NEO, other than the CEO, performance based on the evaluations presented by the CEO. Additionally, the PCC Committee reviews and approves management’s recommendations for equity grants made annually under our Stock Incentive Plan during its first meeting of the fiscal year, which is typically held in February. The PCC Committee approves grants of equity awards to NEOs, other than the CEO, at the same time it approves grants of equity awards to all other eligible employees. In addition, the PCC Committee approves grants of equity awards to the CEO, subject to approval by the non-employee directors of the board. The PCC Committee approves performance measures and payout ranges for both AIP and LTIP metrics and, at year end, certifies levels of achievement of Company and segment performance for each program, as applicable.

  75. How the PCC Committee Manages Compensation-Related Risk

    How the PCC Committee Manages Compensation-Related Risk We believe that the design and objectives of our executive compensation programs provide an appropriate balance of incentives for our executive officers and discourage our executive officers and other employees from taking excessive risks for short-term benefits that may harm the Company and our stockholders in the long term. As described throughout this CD&A section, we design our compensation program to incentivize executive officers and other employees to achieve the Company’s financial and strategic goals as well as individual performance goals that promote long-term stockholder returns. Specifically, the compensation program includes, among other features, several risk-mitigating elements, including: •a balanced pay mix with: (i) a mix of short-term and long-term incentives, (ii) variable compensation based on a variety of performance goals, including Company, segment, and individual performance goals, and (iii) the use of multiple relevant performance measures in our incentive plan designs, so executives do not place undue importance on one measure, which could distort the results we are looking to incentivize, •payout caps on incentive plans, •weighting of executive compensation heavily toward long-term incentives to encourage sustainable stockholder value creation and accountability for long-term results, and •requiring our executive officers to hold a significant multiple of their compensation in the Company’s common stock and prohibiting them from hedging or pledging their common stock. In 2025, consistent with its annual practice, the PCC Committee evaluated whether our compensation designs and practices operate to discourage our executive officers and other employees from taking unnecessary or excessive risks. Based upon the information provided by management and Meridian, the PCC Committee concluded that our compensation programs and processes do not incentivize risk-taking that is likely to have a material adverse effect on the Company.

  76. Table of Contents

    | Shares Counted Toward Ownership | •Includes direct and indirect ownership of common stock, including shares owned outright, unvested RSUs, shares held through the Ingredion 401(k) plan, and phantom stock units held in the NQDCP •Excludes unexercised stock options and unvested PSUs | | Additional Requirements | •Prior to attaining their ownership requirement, NEOs are not permitted to sell shares of common stock, other than to fund the payment of the exercise price of stock options or to fund the payment of taxes upon the exercise of stock options or vesting of PSU or RSU awards |

  77. Table of Contents

    | Timing of Equity Grants | | The PCC Committee’s practice is to grant annual equity awards, including stock options, to employees, including NEOs, in February each year based on a schedule set at least one year in advance on a date that occurs after our year-end earnings have been announced. The timing of grants is in accordance with the Company’s compensation cycle, to incentivize the executives to deliver on the Company’s strategic objectives for the new year. The PCC Committee has delegated limited authority to the CEO to grant equity awards outside of our annual cycle for new hires, promotions, recognition, retention, or other purposes. These awards are only granted in the form of RSUs. | | The PCC Committee does not grant equity awards in anticipation of the release of material nonpublic information and does not time the release of material nonpublic information based on equity award grant dates or vesting events. The Company has no program, plan, or practice to time the grant of equity awards for the purpose of affecting the value of executive compensation. | | Equity grants are made annually on the fourth Wednesday of February after they have been approved by the PCC Committee, a meeting that generally occurs in mid-February. |

  78. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents information about the total compensation paid or granted for the fiscal years indicated by the Company to the 2025 named executive officers.

  79. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | James Zallie President and CEO | 2025 | 1,290,929 | — | 6,509,237 | 1,999,964 | 2,185,980 | 665,369 | 280,755 | 12,932,234 | | | 2024 | 1,241,800 | — | 5,663,846 | 1,699,996 | 2,704,247 | 365,233 | 228,559 | 11,903,681 | | | 2023 | 1,195,600 | — | 5,182,466 | 1,599,741 | 2,363,400 | 557,470 | 203,315 | 11,101,992 | | James Gray EVP and Chief Financial Officer | 2025 | 759,773 | — | 1,464,555 | 450,006 | 871,060 | 102,616 | 128,744 | 3,776,754 | | | 2024 | 729,992 | — | 1,374,343 | 412,512 | 999,029 | 86,363 | 114,505 | 3,716,744 | | | 2023 | 695,667 | — | 1,153,956 | 356,191 | 771,884 | 76,853 | 102,467 | 3,157,018 | | Tanya Jaeger de Foras SVP and Chief Legal Officer, Corporate Secretary and Chief Compliance Officer | 2025 | 536,937 | — | 772,995 | 237,493 | 456,462 | 5,228 | 135,409 | 2,144,524 | | | 2024 | 518,141 | — | 749,643 | 224,990 | 516,163 | 4,480 | 115,494 | 2,128,911 | | Robert Ritchie SVP, Food and Industrial Ingredients Americas | 2025 | 556,877 | — | 976,409 | 299,993 | 487,930 | 125,776 | 160,106 | 2,607,091 | | | 2024 | 518,333 | — | 666,341 | 200,003 | 575,088 | 96,987 | 109,321 | 2,166,073 | | Eric Seip SVP Global Operations and Chief Supply Chain Officer | 2025 | 559,812 | — | 671,288 | 206,243 | 463,203 | 15,646 | 138,004 | 2,054,196 | | | 2024 | 541,844 | — | 666,341 | 200,003 | 531,504 | 19,283 | 111,907 | 2,070,882 | | | 2023 | 523,292 | — | 587,015 | 181,213 | 481,058 | 13,551 | 103,800 | 1,889,929 |

  80. 2025 Summary Compensation Table

    (1)Amounts reflect the aggregate grant date fair value of PSUs and RSUs granted in the current and prior years, computed in accordance with Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) of the Financial Accounting Standards Board. Additional information regarding the awards is set forth in the “2025 Grants of Plan-Based Awards” table on page 49 and the “2025 Outstanding Equity Awards at Fiscal Year-End” table on page 50. The assumptions used in determining the fair value of the awards are set forth in note 11 (Equity) to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The actual amounts ultimately realized from the disclosed PSUs and RSUs will likely vary from the disclosed amounts based on a number of factors, including the amounts of the actual awards, our actual operating performance, stock price fluctuations, differences from the valuation assumptions used, and the timing of exercise or vesting of the awards. The actual value an NEO receives will depend on the number of shares earned and the Closing Price of our common stock on the vesting date. Because the accounting valuation for the PSUs is calculated using a Monte Carlo simulation model, the target value utilized by the PCC Committee to determine the number of PSUs to grant differs from the valuation used for accounting purposes. For PSUs granted in 2025, the table above includes the grant date fair value based on the probable outcome of the performance conditions. Assuming that the highest level of performance conditions will be achieved, the maximum grant date value would be as follows: Mr. Zallie, $8,990,650; Mr. Gray, $2,022,954; Ms. Jaeger de Foras, $1,067,581; Mr. Ritchie, $1,348,539; and Mr. Seip, $927,102. (2)This column represents the grant date fair value of stock option awards granted in the current and prior years, computed in accordance with FASB ASC Topic 718. Additional information regarding the awards is set forth in the “2025 Grants of Plan-Based Awards” table on page 49 and the “2025 Outstanding Equity Awards at Fiscal Year-End” table on page 50. The assumptions used in determining the fair value of the awards are set forth in note 11 (Equity) to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The actual amounts ultimately realized by the NEOs from the disclosed option awards will likely vary based on a number of factors, including our actual operating performance, stock price fluctuations, differences from the valuation assumptions used and the timing of exercise or vesting of the awards. Because we consider vesting restrictions and forfeiture assumptions to determine the grant date fair value of stock option awards, the target value utilized by the PCC Committee to determine the number of stock options to grant differs from the valuation used for accounting purposes and disclosed in this column. Stock options granted in 2023, 2024, and 2025 vest in three equal installments on the first three anniversaries of their respective grant dates. (3)Amounts reflect awards made under our 2025 AIP that were paid in March 2026. (4)Amounts reflect the aggregate actuarial increase in the present value of benefits under all our pension plans. Amounts were determined by using interest rate and mortality rate assumptions consistent with those used in our consolidated financial statements. In 2025, for Messrs. Zallie, Gray, and Ritchie, the amounts consist of the actuarial increase in the value of the Cash Balance Plan and respective nonqualified Cash Balance Make-up Accounts. Ms. Jaeger de Foras and Mr. Seip do not participate in the Cash Balance Plan. Amounts include actual earnings in the NQDCP in excess of the 120% applicable federal rate for 2025.

  81. 2025 Summary Compensation Table

    | 48 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  82. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table presents information related to awards paid under our AIP and grants of PSUs, RSUs, and stock options received under our Stock Incentive Plan during 2025.

  83. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Stock Option Awards(3) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | James Zallie | — | AIP | 971,288 | 1,942,575 | 3,885,150 | — | — | — | — | — | — | — | | | 2/26/2025 | Stock Options | — | — | — | — | — | — | — | 59,647 | 130.57 | 1,999,964 | | | 2/26/2025 | Restricted Stock Units | — | — | — | — | — | — | 15,424 | — | — | 2,013,912 | | | 2/26/2025 | Performance Share Units | — | — | — | 15,424 | 30,848 | 61,696 | — | — | — | 4,495,325 | | James Gray | — | AIP | 381,108 | 762,216 | 1,524,432 | — | — | — | — | — | — | — | | | 2/26/2025 | Stock Options | — | — | — | — | — | — | — | 13,421 | 130.57 | 450,006 | | | 2/26/2025 | Restricted Stock Units | — | — | — | — | — | — | 3,470 | — | — | 453,078 | | | 2/26/2025 | Performance Share Units | — | — | — | 3,471 | 6,941 | 13,882 | — | — | — | 1,011,477 | | Tanya Jaeger de Foras | — | AIP | 201,921 | 403,841 | 807,682 | — | — | — | — | — | — | — | | | 2/26/2025 | Stock Options | — | — | — | — | — | — | — | 7,083 | 130.57 | 237,493 | | | 2/26/2025 | Restricted Stock Units | — | — | — | — | — | — | 1,832 | — | — | 239,204 | | | 2/26/2025 | Performance Share Units | — | — | — | 1,832 | 3,663 | 7,326 | — | — | — | 533,791 | | Robert Ritchie | — | AIP | 229,217 | 458,434 | 916,868 | — | — | — | — | — | — | — | | | 2/26/2025 | Stock Options | — | — | — | — | — | — | — | 8,947 | 130.57 | 299,993 | | | 2/26/2025 | Restricted Stock Units | — | — | — | — | — | — | 2,314 | — | — | 302,139 | | | 2/26/2025 | Performance Share Units | — | — | — | 2,314 | 4,627 | 9,254 | — | — | — | 674,270 | | Eric Seip | — | AIP | 210,490 | 420,980 | 841,960 | — | — | — | — | — | — | — | | | 2/26/2025 | Stock Options | — | — | — | — | — | — | — | 6,151 | 130.57 | 206,243 | | | 2/26/2025 | Restricted Stock Units | — | — | — | — | — | — | 1,591 | — | — | 207,737 | | | 2/26/2025 | Performance Share Units | — | — | — | 1,591 | 3,181 | 6,362 | — | — | — | 463,551 |

  84. 2025 Grants of Plan-Based Awards

    (1)Amounts shown reflect the possible range of payouts under our 2025 AIP, which are payable in cash. The AIP is the Company’s annual bonus plan that is based on achievement of financial performance and strategic objectives. For the actual amounts earned pursuant to the AIP for 2025, see the “Non-Equity Incentive Plan Compensation” column in the “2025 Summary Compensation Table” on page 47. For a detailed discussion of the AIP, including targets and plan mechanics, see “Elements of Compensation – Annual Incentive Plan” in the Compensation Discussion and Analysis section of this proxy statement. Payouts can range from 0% -200%. Awards under the AIP for NEOs are determined using their annual base salary and individual incentive target percentage for the plan year. (2)Amounts reflect the terms of grants of PSUs under our Stock Incentive Plan. The grant date fair value of these shares is included in the “Stock Awards” column in the “2025 Summary Compensation Table” on page 47. (3)Exercise price for these options is the Closing Price of our common stock on the grant date. (4)Column shows the grant date fair value of stock awards and option awards under FASB ASC Topic 718. Generally, the full grant date fair value is the amount the Company would expense in its financial statements over the award’s vesting schedule. For stock options, fair value is calculated based on the grant date fair value estimated using the Black-Scholes option pricing model for financial reporting purposes, which was $33.53 for the grants on February 26, 2025. For additional information on the valuation assumptions, see note 11 (Equity) to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. Actual amounts ultimately realized by the NEOs from the disclosed stock and option awards will likely vary based on a number of factors, including the amounts of the actual awards, our actual operating performance, stock price fluctuations, differences from the valuation assumptions used, and the timing of exercise of the awards. Stock options vest in three equal installments on the first three anniversaries of their respective grant dates.

  85. 2025 Grants of Plan-Based Awards

    | 50 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  86. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table presents information relating to stock options, RSUs, and PSUs held by our NEOs on December 31, 2025.

  87. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | | | Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested | | | Name | Grant Date | Exercisable (#) | Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | (#)(1) | Market Value(2) | (#)(1),(3) | Market or Payout Value(4) | | James Zallie | 2/7/2017 | 25,043 | — | 118.97 | 2/7/2027 | — | — | — | — | | | 1/1/2018 | 74,858 | — | 139.80 | 1/1/2028 | — | — | — | — | | | 2/9/2021 | 131,869 | — | 87.12 | 2/9/2031 | — | — | — | — | | | 2/16/2022 | 103,890 | — | 88.66 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 44,811 | 22,405 | 98.69 | 2/15/2033 | 17,035 | 1,878,277 | — | — | | | 2/13/2024 | 21,522 | 43,043 | 108.38 | 2/13/2034 | 15,865 | 1,749,319 | 31,093 | 3,428,314 | | | 2/26/2025 | — | 59,647 | 130.57 | 2/26/2035 | 15,083 | 1,663,106 | 30,848 | 3,401,300 | | James Gray | 2/4/2020 | 26,358 | — | 88.35 | 2/4/2030 | — | — | — | — | | | 2/9/2021 | 27,938 | — | 87.12 | 2/9/2031 | — | — | — | — | | | 2/16/2022 | 21,609 | — | 88.66 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 9,977 | 4,989 | 98.69 | 2/15/2033 | 3,794 | 418,278 | — | — | | | 2/13/2024 | 5,222 | 10,445 | 108.38 | 2/13/2034 | 3,850 | 424,448 | 7,545 | 831,912 | | | 2/26/2025 | — | 13,421 | 130.57 | 2/26/2035 | 3,390 | 373,785 | 6,941 | 765,315 | | Tanya Jaeger de Foras | 2/16/2022 | 10,805 | — | 88.66 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 5,426 | 2,713 | 98.69 | 2/15/2033 | 2,063 | 227,462 | — | — | | | 2/13/2024 | 2,848 | 5,697 | 108.38 | 2/13/2034 | 2,151 | 237,128 | 4,115 | 453,720 | | | 2/26/2025 | — | 7,083 | 130.57 | 2/26/2035 | 1,867 | 205,840 | 3,663 | 403,882 | | Robert Ritchie | 2/7/2017 | 3,454 | — | 118.97 | 2/7/2027 | — | — | — | — | | | 2/6/2018 | 4,484 | — | 130.30 | 2/6/2028 | — | — | — | — | | | 2/4/2020 | 5,010 | — | 88.35 | 2/4/2030 | — | — | — | — | | | 2/9/2021 | 5,588 | — | 87.12 | 2/9/2031 | — | — | — | — | | | 2/16/2022 | 4,156 | — | 88.66 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 1,855 | 928 | 98.69 | 2/15/2033 | 706 | 77,797 | — | — | | | 5/2/2023 | — | — | — | 5/2/2033 | 3,077 | 339,228 | — | — | | | 2/13/2024 | 2,532 | 5,064 | 108.38 | 2/13/2034 | 1,866 | 205,769 | 3,658 | 403,331 | | | 2/26/2025 | — | 8,947 | 130.57 | 2/26/2035 | 2,280 | 251,396 | 4,627 | 510,173 | | Eric Seip | 2/9/2021 | 11,175 | — | 87.12 | 2/9/2031 | — | — | — | — | | | 2/16/2022 | 10,389 | — | 88.66 | 2/16/2032 | — | — | — | — | | | 2/15/2023 | 5,076 | 2,538 | 98.69 | 2/15/2033 | 1,930 | 212,756 | — | — | | | 2/13/2024 | 2,532 | 5,064 | 108.38 | 2/13/2034 | 1,911 | 210,742 | 3,658 | 403,331 | | | 2/26/2025 | — | 6,151 | 130.57 | 2/26/2035 | 1,621 | 178,762 | 3,181 | 350,737 |

  88. 2025 Outstanding Equity Awards at Fiscal Year-End

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | 51 |

  89. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table presents information regarding stock options that were exercised by our NEOs and shares of stock acquired upon vesting of PSU and RSU awards by each NEO in 2025.

  90. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2),(3) | | Name | (#) | ($) | (#) | ($) | | James Zallie | 224,838 | 8,241,752 | 76,728 | 9,831,300 | | James Gray | — | — | 16,811 | 2,154,342 | | Tanya Jaeger de Foras | — | — | 8,972 | 1,150,060 | | Robert Ritchie | 6,684 | 284,361 | 3,151 | 403,793 | | Eric Seip | — | — | 8,443 | 1,082,186 |

  91. 2025 Option Exercises and Stock Vested

    (1)The value realized on exercise of option awards is equal to the number of stock options exercised multiplied by the difference between the price at which the option is exercised and the Closing Price of our common stock on the grant date of the applicable stock option. (2)Represents the vesting of RSU awards granted in 2022 that vested in February 2025 and the PSUs awarded for the 2023 – 2025 performance cycle based on actual performance for the cycle, which ended on December 31, 2025. (3)Amounts shown are calculated based on the Closing Price of our common stock on the date of vesting. The amounts also include earned dividend equivalents for RSUs. PSUs are earned based on achievement against pre-defined performance metrics, targets, and ranges set for the performance period. Performance against rTSR and Adjusted ROIC was above target, resulting in a performance achievement level of 183.4% (see “2023 – 2025 Performance Share Plan Results” on page 37 for details).

  92. 2025 Option Exercises and Stock Vested

    | 52 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  93. 2025 Pension Benefits

    2025 Pension Benefits We have several pension benefit plans available to U.S. salaried employees.

  94. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS

  95. 2025 PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year | | James Zallie | Cash Balance Plan | 33 | 512,971 | — | | | Nonqualified Cash Balance Make-up Account | 33 | 2,709,397 | — | | | National Starch LLC Pension Plan | 27 | 1,096,143 | — | | | National Starch Excess Pension Plan | 27 | 1,656,087 | — | | James Gray | Cash Balance Plan | 3 | 140,344 | — | | | Nonqualified Cash Balance Make-up Account | 3 | 322,003 | — | | Robert Ritchie | Cash Balance Plan | 20 | 507,135 | — | | | Nonqualified Cash Balance Make-up Account | 20 | 248,705 | — |

  96. 2025 PENSION BENEFITS

    (1)The present value of the accumulated benefit reflects current vested balances in the Cash Balance Plan, which will be distributed upon termination, regardless of the age of the participant at termination, and balances in the nonqualified Cash Balance Make-up Accounts, which will be distributed in accordance with individual elections. For Mr. Zallie, the present value includes the accumulated benefits in the National Starch LLC Pension Plan and the National Starch Excess Pension Plan. See note 10 (Pension and Other Postretirement Benefits) to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions used to determine the present value of accumulated benefits under our pension plans.

  97. 2025 PENSION BENEFITS

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | 53 |

  98. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The Ingredion Incorporated NQDCP provides participants with an elective deferral opportunity and is designed to satisfy the requirements of Section 409A of the Internal Revenue Code. Under our NQDCP, NEOs may defer up to (i) 20% of their annual base salary, (ii) 75% of their AIP award, and (iii) 75% of any earned PSUs under our LTIP. Our NQDCP is an unfunded plan and is not regulated or protected under the Employee Retirement Income Security Act of 1974 (“ERISA”). The NQDCP is a combination of plans that mirror plans being operated by our former parent company at the time we became an independent public company. NQDCP participants are general, unsecured creditors of the Company. The NQDCP is designed to provide participants with the benefit of the Company non-elective contributions that could not be made to their accounts under the 401(k) plan due to Internal Revenue Code limitations. Such contributions are made on behalf of all eligible participants, including our NEOs, and are equal to the amount of the non-elective contributions that a participant would have otherwise received under the 401(k) plan and the Cash Balance Plan on the portion of their salary that exceeded the applicable Internal Revenue Code limits. Amounts deferred are, at the election of each NEO, deemed to be invested in a cash account at a prime interest rate or in phantom units of our common stock, provided that, if deferred, earned PSUs must be deferred into phantom units of our common stock. Deemed investment earnings are credited at the monthly compound equivalent of the prime rate, which is adjusted quarterly based upon the published prime rate, or the increase or decrease of the fair market value of the applicable number of shares of our common stock. When dividends are paid on our common stock, deemed investments in common stock are credited with the amount of the dividends, which are deemed to be invested in additional phantom stock units at the fair market value of a share of our common stock on the dividend payment date. Phantom stock units are paid through the issuance of shares of common stock at the time of distribution equal to the number of phantom stock units owned at that time.

  99. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION The following table shows contributions, earnings, withdrawals, and distributions during fiscal 2025 and the account balances as of December 31, 2025, for our NEOs.

  100. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2025(1) ($) | Company Contributions in 2025(2) ($) | Aggregate Earnings in 2025(3) ($) | Aggregate Withdrawal/ Distributions in 2025 ($) | Aggregate Balance on December 31, 2025(3) ($) | | James Zallie | 239,711 | 222,632 | 371,238 | — | 5,367,440 | | James Gray | 144,366 | 84,528 | (100,669) | — | 1,807,619 | | Tanya Jaeger de Foras | 57,892 | 63,279 | 20,502 | — | 340,415 | | Robert Ritchie | 113,196 | 48,758 | 53,160 | — | 810,646 | | Eric Seip | 551,483 | 69,298 | (129,765) | — | 1,932,174 |

  101. 2025 NONQUALIFIED DEFERRED COMPENSATION

    (1)Employee contributions include any deferrals of annual compensation, including earned awards under the AIP and any earned PSUs. These amounts are included in the NEOs’ compensation in the columns captioned “Salary,” “Bonus,” “Stock Awards,” or “Non-Equity Incentive Plan Compensation” in the “2025 Summary Compensation Table” on page 47. (2)Amounts represent Company matching contributions for compensation contributed by participants under our NQDCP (with an additional 3% contribution for eligible earnings over the IRS qualified compensation limit for Ms. Jaeger de Foras and Mr. Seip, as they do not participate in the Cash Balance Plan) and, if applicable, nonqualified Cash Balance Make-up Accounts and Savings Plan Make-up Accounts. These amounts are also included in each NEO’s compensation in the “All Other Compensation” column in the “2025 Summary Compensation Table” on page 47. (3)Deemed investment earnings are credited at the monthly compound equivalent of the prime rate, which is adjusted quarterly based upon the published prime rate, or the increase or decrease of the fair market value of the applicable number of shares of our common stock. Amounts calculated using rates in excess of 120% of the prime rate appear in the “2025 Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column on page 47.

  102. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | 54 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  103. Potential Payments Upon Termination or Change

    Potential Payments Upon Termination or Change

  104. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR

    ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR

  105. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules adopted thereunder, we are providing the following disclosure regarding the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Zallie, our CEO. To understand this disclosure, we believe it is important to give context to our operations. Our corporate headquarters are in Westchester, Illinois, and, as of March 1, 2026, we operate 15 U.S. manufacturing facilities in 13 states and have an additional 26 manufacturing facilities globally. As a global organization, we maintain a workforce with approximately 76% of our employees located outside of the U.S. To attract, retain, and motivate talent, we use local compensation benchmark data to maintain a competitive level of compensation for our employees. Accordingly, our pay structures vary based on position and geographic location. There has been no change in our employee population or employee compensation arrangements in 2025 that we believe would significantly impact the pay ratio disclosure. As a result, we are using the same individual we identified as our median employee last year, a full-time employee working in Pakistan. For the purposes of preparing this disclosure, in accordance with Item 402(c)(2)(x) of Regulation S-K, we converted the median employee’s compensation paid in Pakistan rupees to U.S. dollars using the currency exchange rate as of December 31, 2025. This calculation is the same calculation used to determine total compensation for purposes of the Summary Compensation Table with respect to each of the NEOs. The 2025 total compensation for Mr. Zallie, as reported in the “Total” column of the “2025 Summary Compensation Table,” was $12,932,234. For the median employee, 2025 total compensation was $57,174. The resulting ratio of total compensation for Mr. Zallie to this median employee’s total compensation was 226 to 1.

  106. Pay Ratio Disclosure

    | 62 | INGREDION INCORPORATED | 2026 PROXY STATEMENT |

  107. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for our five most recent fiscal years. The PCC Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years presented. See the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 26 for information about the decisions made by the PCC Committee with respect to our NEO compensation for 2025.

  108. Pay Versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) (e) | Total Shareholder Return(4) ($) (f) | PvP Peer Group Total Shareholder Return(5) ($) (g) | Net Income(6) ($ in millions) (h) | Adjusted EBITDA(7) ($ in millions) (i) | | 2025 | 12,932,234 | 5,262,717 | 2,645,641 | 1,399,068 | 159.83 | 133.94 | 729 | 1,244 | | 2024 | 11,903,681 | 26,604,006 | 2,520,653 | 4,499,692 | 194.60 | 124.65 | 647 | 1,230 | | 2023 | 11,101,992 | 19,410,647 | 2,255,416 | 3,342,377 | 150.60 | 120.71 | 643 | 1,189 | | 2022 | 9,476,866 | 14,451,217 | 2,416,154 | 3,050,919 | 132.01 | 125.53 | 492 | 1,002 | | 2021 | 10,326,083 | 14,161,465 | 2,715,632 | 2,883,921 | 126.35 | 115.83 | 117 | 896 |

  109. Pay Versus Performance Disclosure

    (1)Dollar amounts shown are the amounts reported for the PEO under the “Total” column of the Summary Compensation Table (“SCT”) for the years presented (the “Covered Years”). James Zallie was our PEO for each Covered Year. (2)Dollar amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the actual compensation earned by or paid to the applicable NEO for any Covered Year. The table below reflects adjustments to our calculation for all years covered by the disclosure. Compensation Actually Paid reflects the following adjustments to the SCT amounts for equity awards and pension benefits reported for the PEO and the Non-PEO NEOs. Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date. Adjustments have been made to the inputs in the Black-Scholes option pricing model to determine the fair value as of each measurement date. Performance stock unit grant date fair values are calculated using a Monte Carlo simulation model for the TSR-based potion of the award (where applicable) and Adjusted ROIC for the Adjusted ROIC-based portion of the award. Adjustments have been made to the inputs into the Monte Carlo simulation and Adjusted ROIC calculation as of the measurement date. In 2022, the PCC Committee approved the payment of dividends in cash on PSUs at the time of vesting based on actual performance achieved for performance cycles including calendar year 2023 and subsequent years, and this is reflected in the applicable Compensation Actually Paid amounts. RSU grant date fair values are calculated using the Closing Price of the Company’s common stock as of the grant date. Adjustments have been made using the Closing Price of the Company’s common stock as of the measurement date.

  110. Pay Versus Performance Disclosure

    | Adjustments to Determine Compensation “Actually Paid” | PEO | | | | | Non-PEO NEOs | | | | | | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column in the SCT | -665,369 | -365,233 | -557,470 | -29,572 | -356,593 | -62,317 | -51,778 | -23,224 | -9,063 | -12,655 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | -6,509,237 | -5,663,846 | -5,182,466 | -4,756,723 | -5,402,825 | -971,312 | -864,167 | -756,709 | -762,884 | -1,090,714 |

  111. Pay Versus Performance Disclosure

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | 63 |

  112. Compensation Actually Paid and Company Total Shareholder Return

    Compensation Actually Paid and Company Total Shareholder Return The chart below illustrates for the Covered Years the Compensation Actually Paid to our PEO and Non-PEO NEOs in relation to our TSR, as well as our TSR compared to our PVP Peer Group TSR over the same period. In 2025, our TSR exceeded our PVP Peer Group TSR. For 2025, based on our relative percentile ranking with respect to TSR and our performance against our Adjusted ROIC metric, our PEO and non-PEO NEOs earned PSUs awarded for the 2023 – 2025 performance period at a performance level of 166.7%.

  113. Compensation Actually Paid and Company Total Shareholder Return

    | INGREDION INCORPORATED | 2026 PROXY STATEMENT | 65 |

  114. Compensation Actually Paid and Company Net Income

    Compensation Actually Paid and Company Net Income The chart below illustrates for the Covered Years the Compensation Actually Paid to our PEO and Non-PEO NEOs in relation to Company net income. Our 2021 net income was negatively impacted by an impairment of $340 million related to net assets contributed to a joint venture in South America.

  115. Compensation Actually Paid and Company Adjusted EBITDA

    Compensation Actually Paid and Company Adjusted EBITDA The chart below illustrates for the Covered Years the Compensation Actually Paid to our PEO and Non-PEO NEOs in relation to our Adjusted EBITDA.

  116. director nominees other than the Company’s nominees?

    director nominees other than the Company’s nominees? In addition to satisfying the advance notice requirements under our bylaws described in the response to the prior question, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in connection with the 2027 annual meeting in support of director nominees other than the Company’s nominees must provide the Company no later than March 19, 2027 with a notice that contains the information specified in Rule 14a-19 under the Exchange Act.