DEF 14A of Ingredion Inc, Apr 3, 2024

DEF 14A of Ingredion Inc

Filed Apr 3, 2024 · FY20230001193125-24-085414

Open on EDGAR

  1. 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.

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

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

  3. DIRECTOR NOMINEE BIOGRAPHIES

    DIRECTOR NOMINEE BIOGRAPHIES

  4. DIRECTOR NOMINEE BIOGRAPHIES

    | | David B. Fischer Age: 61 Director since: May 2013 Committees: People, Culture, and Compensation Former Chief Executive Officer of Greif, Inc. | | Rhonda L. Jordan Age: 66 Director since: November 2013 Committees: People, Culture, and Compensation, Chair Former President, Global Health & Wellness, and Sustainability of Kraft Foods Inc. | | 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. 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 joint venture between Greif, Inc. and 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. | | Ms. Jordan served from September 2009 to March 2012 as President, Global Health & Wellness, and Sustainability of Kraft Foods Inc., one of the largest consumer packaged food and beverage companies in North America and one of the largest worldwide among publicly traded consumer packaged food and beverage companies. Prior to being named President, Health & Wellness, 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, a 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 I and Love and You, a privately held branded manufacturer of grain-free food and healthy chews and treats for pets. | | | 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. | |

  5. DIRECTOR NOMINEE BIOGRAPHIES

    | 2 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  6. DIRECTOR NOMINEE BIOGRAPHIES

    | | Gregory B. Kenny Age: 71 Director since: March 2005 Committees: Corporate Governance and Nominating, Chair Former President and Chief Executive Officer of General Cable Corporation | | Charles V. Magro Age: 54 Director since: May 2022 Committees: People, Culture, and Compensation Chief Executive Officer of Corteva Agriscience | | Mr. Kenny served as President and Chief Executive Officer of General Cable Corporation from August 2001 to June 2015. General Cable Corporation, now part of Prysmian Cables & Systems, is a manufacturer of aluminum, copper and fiber-optic wire and cable products. Mr. Kenny is the non-executive Chairman of Cardinal Health, Inc., a NYSE-listed, Fortune 15 company that improves the cost-effectiveness of healthcare. Previously, Mr. Kenny served as a director of AK Steel Holding Corporation, a formerly NYSE-listed integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its wholly owned subsidiary, AK Steel Corporation, and as a director of the Cincinnati Branch of the Federal Reserve Bank of Cleveland, IDEX Corporation, Xtek Inc. (an employee-owned company) and numerous professional and not-for-profit organizations. | | Mr. Magro currently serves as the Chief Executive Officer and a director of Corteva Agriscience, a NYSE-listed global agriculture company that provides farmers around the world with a balanced and diverse mix of seed, crop protection and digital solutions focused on maximizing productivity to enhance yield and profitability. He has served in this position since November 2021. Prior to assuming his current role, Mr. Magro served 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 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. | | | Qualifications The qualifications and experiences the board considered in determining that Mr. Kenny should serve as a director of the Company include his service as the Chief Executive Officer of a public company, his accounting and financial, operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while living and working outside the U.S., his service as Ingredion’s Chairman of the Board and previously as its lead director, his service as a director on the boards of public companies other than Ingredion, including service as the Chairman and previously as the lead director of a Fortune 15 company, and his service on the boards of not-for-profit organizations. In addition, our board has determined that Mr. Kenny 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. Magro should serve as a director of the Company include his current and prior service as Chief Executive Officer of public companies, his accounting and financial, operating and manufacturing, sales and marketing and general management experience, including extensive experience with mergers and acquisitions and responsibility for international operations while living and working outside the U.S., and his prior service on the boards of privately held companies. 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. | |

  7. DIRECTOR NOMINEE BIOGRAPHIES

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 3 |

  8. DIRECTOR NOMINEE BIOGRAPHIES

    | | Victoria J. Reich Age: 66 Director since: November 2013 Committees: Audit, Chair Former Senior Vice President and Chief Financial Officer of Essendant Inc. | | Catherine A. Suever Age: 65 Director since: August 2021 Committees: Audit Former Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation | | 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 for H&R Block and as a member of the audit committee, and former chair, for Ecolab. Ms. Reich also serves as a director of Logan Health Whitefish Hospital and Logan Health Whitefish Hospital Foundation, which are not-for-profit organizations. | | Ms. Suever served as Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation, a NYSE-listed global leader in motion and control technologies, from April 2017 until her retirement in December 2020. 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 currently serves as a director and member of the audit committee of Hexcel Corporation, a NYSE-listed global leader in advanced composites technology that sells its products in commercial, military, and recreational markets for use in commercial and military aircraft, space launch vehicles and satellites, wind turbine blades, sports equipment, and automotive products. In addition, she is a member of the American Institute of Certified Public Accountants (AICPA). | | | 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 for 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. | | 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. | |

  9. DIRECTOR NOMINEE BIOGRAPHIES

    | 4 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  10. DIRECTOR NOMINEE BIOGRAPHIES

    | | Stephan B. Tanda Age: 58 Director since: August 2019 Committees: Corporate Governance and Nominating President and Chief Executive Officer of AptarGroup, Inc. | | Jorge A. Uribe Age: 67 Director since: July 2015 Committees: Corporate Governance and Nominating Former Global Productivity and Organization Transformation Officer of The Procter & Gamble Company | | Mr. Tanda has served as President and Chief Executive Officer and as a director of AptarGroup, Inc., a NYSE-listed global leader in consumer dispensing, active packaging, and drug delivery solutions, since February 2017. Mr. Tanda’s business career spans over 30 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 a NYSE-listed company that provided pharmaceutical development and manufacturing services, from March 2016 until the company was sold to Thermo Fisher Scientific in August 2017, and Semperit AG Holding, a Vienna Stock Exchange-listed manufacturer of industrial rubber and plastic products, from April 2016 to February 2017. | | Mr. 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., a NYSE-listed leading global food company, where Mr. Uribe serves on its compensation and its public responsibility committees; Grupo Argos, S.A, a Colombian multi-national holding company holding interests in cement, electricity, road and airport concessions, and real estate; and Carvajal S.A., a privately held Colombian multi-national manufacturer of packaging, paper products, and education material and provider of technology and services. | | | 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 boards of public companies in addition to Ingredion, including the compensation committee of another public company, and on the boards of a privately held company, and a not-for-profit organization. | |

  11. DIRECTOR NOMINEE BIOGRAPHIES

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 5 |

  12. DIRECTOR NOMINEE BIOGRAPHIES

    | | Patricia Verduin Age: 64 Director since: May 2023 Committees: Corporate Governance and Nominating Former Chief Technology Officer, Global Technology for Colgate-Palmolive Company | | Dwayne A. Wilson Age: 65 Director since: May 2010 Committees: Audit Former Senior Vice President of Fluor Corporation | | Dr. Verduin served as Chief Technology Officer, Global Technology, for Colgate-Palmolive Company, a 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 currently serves as a director of Avient Corporation, a NYSE-listed global manufacturer of specialized polymer materials. In addition, she currently serves as a director of FMC Corporation, a NYSE-listed global agricultural science company specializing in crop protection. Dr. Verduin was a director of the Monsanto Company, a 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 and chair of the compensation committee 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 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 board of multiple public companies in addition to Ingredion and on the board of a not-for-profit organization. | |

  13. DIRECTOR NOMINEE BIOGRAPHIES

    | 6 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  14. DIRECTOR NOMINEE BIOGRAPHIES

    | | James P. Zallie Age: 62 Director since: September 2017 President and Chief Executive Officer of the Company | | Mr. Zallie has been President and Chief Executive Officer of the Company since January 1, 2018. Before assuming his current position, he served at Ingredion as Executive Vice President, Global Specialties and President, Americas from January 2016 to December 2017. Mr. Zallie previously served as Executive Vice President, Global Specialties and President, North America and EMEA from January 2014 to December 2015. Prior to that service, Mr. Zallie served as Executive Vice President, Global Specialties and President, EMEA and Asia-Pacific from February 2012 to January 2014. Mr. Zallie previously served as Executive Vice President and President, Global Ingredient Solutions from October 2010 to January 2012 and as President and Chief Executive Officer of the National Starch LLC business from January 2007 to September 2010. National Starch was acquired by Ingredion in October 2010. Mr. Zallie serves as a director of Sylvamo Corporation, a 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 President and Chief Executive Officer of Ingredion, his prior service as the Chief Executive Officer of a large business unit of a public company, his operating and manufacturing, sales and marketing and general management experience, including while living and working outside the U.S., and his current service on the board of a public company in addition to Ingredion, his prior service on the board of another public company, and on the board of a not-for-profit organization. | |

  15. DIRECTOR NOMINEE BIOGRAPHIES

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 7 |

  16. Compensation of Non-employee Directors

    Compensation of Non-employee Directors

  17. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION The objective of our compensation program for our non-employee directors, each of whom the board has determined to be an “independent director” under NYSE rules, is to:

  18. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

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

  19. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

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

  20. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | align directors’ interests with the interests of stockholders. |

  21. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    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 35. Generally, the PCC Committee seeks to position pay within a median range relative to the market, which helps ensure that non-employee directors are paid fairly and that we can attract qualified and diverse talent to the board. In addition, we pay a majority portion of non-employee director pay in equity, except for Mr. Kenny who, as the non-executive Chairman of the Board and Chair of the CGN Committee, receives the 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. To support the PCC Committee’s review of non-employee director compensation, at the committee’s request, the independent executive compensation consultant to the PCC Committee benchmarks our non-employee director compensation every other year against our Compensation Peer Group. 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.

  22. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 17 |

  23. SUMMARY OF 2023 NON-EMPLOYEE DIRECTOR COMPENSATION ELEMENTS

    SUMMARY OF 2023 NON-EMPLOYEE DIRECTOR COMPENSATION ELEMENTS The following table sets forth the individual components of our 2023 non-employee director compensation.

  24. SUMMARY OF 2023 NON-EMPLOYEE DIRECTOR COMPENSATION ELEMENTS

    | Annual Compensation Elements | Amount ($) | | Annual Cash Retainer | 100,000 | | Annual Equity Retainer | 150,000 | | Additional Compensation (retainer fees) | | | Chairman of the Board | 160,000 | | Audit Committee Chair | 25,000 | | PCC Committee Chair | 20,000 | | Corporate Governance and Nominating Committee Chair | 15,000 |

  25. SUMMARY OF 2023 NON-EMPLOYEE DIRECTOR COMPENSATION ELEMENTS

    In 2023, all payments of cash and equity, as applicable, were paid in quarterly installments on the last business day of each calendar quarter, with the exception of the fourth quarter, which was paid on the date of the December PCC Committee meeting. In previous years, all payments were made on the first business day of each quarter. In addition, starting in 2023, each of the additional compensation retainer fees was paid 100% in cash, as compared to 50% in cash and 50% in equity in previous years. The equity portion of the annual retainer was issued in shares of common stock calculated by dividing the dollar value of the applicable retainer quarterly installment by the trailing 20-day average closing price of our common stock as reported on the NYSE (the closing price of our common stock as reported on the NYSE on any day is that day’s “Closing Price”). Directors are permitted to defer all or a portion of their respective cash retainers into restricted stock units (“RSUs”) under our Stock Incentive Plan pursuant to which settlement is deferred until a date not less than six months after the director’s termination of service from the board. All directors are reimbursed for board and committee meeting expenses, but no meeting attendance fees are paid. James Zallie, our President and CEO, whose compensation is presented in the “2023 Summary Compensation Table” on page 39, did not receive any additional compensation for serving as a director. We provide our independent directors with liability insurance coverage for their activities as directors. Our certificate of incorporation and bylaws provide that all of our directors are entitled to indemnification and advancement of expenses from us to the fullest extent permitted by Delaware law. We have entered into indemnification agreements with each of our directors to afford them contractual assurances regarding the scope of their indemnification and to provide procedures for the determination of a director’s right to receive indemnification.

  26. SUMMARY OF 2023 NON-EMPLOYEE DIRECTOR COMPENSATION ELEMENTS

    | 18 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  27. SUMMARY OF 2023 NON-EMPLOYEE DIRECTOR COMPENSATION ELEMENTS

    The following table summarizes the compensation earned by our non-employee directors for service during 2023.

  28. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    2023 NON-EMPLOYEE DIRECTOR COMPENSATION

  29. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | David B. Fischer | 100,000 | 151,841 | — | 251,841 | | Paul Hanrahan(4),(5) | 82,609 | 125,061 | — | 207,670 | | Rhonda L. Jordan(6) | 120,000 | 151,841 | 8,500 | 280,341 | | Gregory B. Kenny(7) | 275,000 | 151,841 | — | 426,841 | | Charles V. Magro(5) | 100,000 | 151,841 | — | 251,841 | | Victoria J. Reich(8) | 125,000 | 151,841 | 2,000 | 278,841 | | Catherine A. Suever | 100,000 | 151,841 | 2,000 | 253,841 | | Stephan B. Tanda | 100,000 | 151,841 | — | 251,841 | | Jorge A. Uribe | 100,000 | 151,841 | — | 251,841 | | Patricia Verduin(9) | 61,813 | 93,280 | 6,500 | 161,594 | | Dwayne A. Wilson | 100,000 | 151,841 | 5,000 | 256,841 |

  30. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) Includes all retainer fees earned or deferred pursuant to the Ingredion Incorporated Deferred Compensation Plan for Outside Directors. |

  31. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (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 their equity retainer, they receive 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 2023 were calculated in accordance with Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) of the Financial Accounting Standards Board. See note 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023, for a statement of the assumptions made with respect to the valuation under FASB ASC Topic 718. As of December 31, 2023, 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, 13,751 units; Ms. Jordan, 22,564 units; Mr. Kenny, 60,086 units; Mr. Magro, 4,492 units; Ms. Reich, 16,024 units; Ms. Suever, 2,362 units; Mr. Tanda, 0 units; Mr. Uribe, 12,186 units; Dr. Verduin, 0 units; and Mr. Wilson, 24,091 units. |

  32. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (3) Amounts shown are matching contributions by the Company made under a charitable matching gift program in which non-employee directors may participate and which provides for matching contributions by the Company, consisting of a $2 match for every $1 of the first $1,000 contributed and a $1 match for every $1 of the next $6,500 contributed. |

  33. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (4) Effective October 28, 2023, Mr. Hanrahan retired from the board. |

  34. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (5) Pursuant to the Ingredion Incorporated Deferred Compensation Plan for Outside Directors, Messrs. Hanrahan and Magro deferred their respective cash retainers, which, pursuant to the plan, converted into RSUs. |

  35. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (6) Ms. Jordan serves as Chair of the PCC Committee. |

  36. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (7) Mr. Kenny serves as Chair of the CGN Committee and as non-executive Chairman of the Board. |

  37. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (8) Ms. Reich serves as Chair of the Audit Committee. |

  38. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (9) Dr. Verduin was appointed to the board effective May 19, 2023. |

  39. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 19 |

  40. 2023 BUSINESS PERFORMANCE

    | • | achieved 2023 total shareholder return in the top quartile of our performance peers constituting our Performance Peer Group described below. |

  41. CORE COMPENSATION PRACTICES

    | X What We Don’t Do | | | No automatic or guaranteed annual base salary increases No guaranteed annual or long-term incentive awards No employment agreements for any executive officers No re-pricing of underwater stock options No hedging of Company stock by independent directors and executive officers | No payment of dividends or dividend equivalents to NEOs on unearned performance share awards No tax gross ups for perquisites or in the event of a CIC |

  42. 2023 EXECUTIVE PAY HIGHLIGHTS

    | • | In light of the business environment, and competitive 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 5.4%. |

  43. 2023 EXECUTIVE PAY HIGHLIGHTS

    | • | A substantial majority of 2023 total target compensation (consisting of base salary plus target short- and long-term incentive compensation) for the NEOs was in the form of annual and long-term incentives, providing, as in prior years, a strong incentive to drive Company results and increase shareholder value. Approximately 87% of the CEO’s and 70% of the other NEOs’ target 2023 total direct compensation was performance-based. |

  44. 2023 EXECUTIVE PAY HIGHLIGHTS

    | • | Annual Incentive Plan (“AIP”) awards were based on targets ranging from 70% to 150% of 2023 base salary for the NEOs and were determined based on achievement of financial goals and personal objectives. See “Annual Incentive Plan” beginning on page 28 for additional information. |

  45. 2023 EXECUTIVE PAY HIGHLIGHTS

    | • | Actual payouts to the NEOs under the 2023 AIP varied from a payout of 121% to 131% of target. See “2023 AIP Payouts” on page 31 for details on the AIP payout for each NEO. |

  46. 2023 EXECUTIVE PAY HIGHLIGHTS

    | • | Target grant date value of long-term incentive awards represented 42% to 68% of the 2023 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. |

  47. 2023 EXECUTIVE PAY HIGHLIGHTS

    | • | Performance shares for the 2021 – 2023 performance period paid out at 200% of target as a result of the Company’s relative total shareholder return (“rTSR”) and adjusted return on invested capital (“Adjusted ROIC”) results. See “2021 – 2023 Performance Share Plan Results” on page 32 for details on performance against these metrics. |

  48. OUR EXECUTIVE COMPENSATION PROGRAM

    | • | support business strategies that promote long-term shareholder value, and |

  49. OUR EXECUTIVE COMPENSATION PROGRAM

    | • | 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. |

  50. OUR EXECUTIVE COMPENSATION PROGRAM

    | evaluating and considering internal pay equity. In general, we target base salary, annual cash compensation, and long-term incentive compensation opportunities for the NEOs at median pay based on data for executives with similar responsibilities among a peer group of companies. 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. |

  51. Elements of our 2023 Annual Compensation Program

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

  52. Elements of our 2023 Annual Compensation Program

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

  53. 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 that 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.

  54. 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. The PCC Committee approves the annual incentive targets for the NEOs, other than the CEO, considering both market data and recommendations from the CEO. Target annual incentive opportunities are set within a reasonable range around the median of our Compensation Peer Group. The 2023 AIP target for Mr. Zallie was also established using data from our Compensation Peer Group. The PCC Committee agrees on a recommendation that is provided to, and ultimately approved by, the Board of Directors.

  55. Annual Incentive Plan Target Opportunity

    | 28 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  56. Annual Incentive Plan Target Opportunity

    The annual incentive opportunity for the NEOs is shown in the table below:

  57. Annual Incentive Plan Target Opportunity

    | Name | 2022 Target opportunity as a % of salary | 2023 Target opportunity as a % of salary | | James Zallie | 130% | 150% | | James Gray | 85% | 85% | | Eric Seip | 70% | 70% | | Nancy Wolfe | 65% | 70% | | Jeremy Xu | 65% | 70% |

  58. 2023 AIP Design

    2023 AIP Design The 2023 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. To be eligible to receive an incentive payment for the 2023 performance period, an NEO must:

  59. 2023 AIP Design

    | • | 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 |

  60. 2023 AIP Design

    | • | have been employed by the Company for more than three months of the performance period. |

  61. 2023 AIP Design

    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.

  62. 2023 AIP Payouts

    2023 AIP Payouts After determining the 2023 financial achievement and individual performance achievement against the annual personal objectives for each NEO, the PCC Committee approved the following annual incentive cash payments:

  63. 2023 AIP Payouts

    | | Annual Incentive | | Plan Achievement | | | 2023 Payout | | | Name | Target ($) | Maximum ($) | Personal Objectives (%) | Personal Objectives ($) | AIP Financial Metric Payout ($) | Overall % of AIP Target | Amount ($) | | James Zallie | 1,800,000 | 3,600,000 | 150.00% | 540,000 | 1,823,400 | 131% | 2,363,400 | | James Gray | 593,300 | 1,186,600 | 143.75% | 170,870 | 601,013 | 130% | 771,884 | | Eric Seip | 367,500 | 735,000 | 147.50% | 108,780 | 372,278 | 131% | 481,058 | | Nancy Wolfe | 339,500 | 679,000 | 140.00% | 95,060 | 343,914 | 129% | 438,974 | | Jeremy Xu(1) | 416,538 | 833,077 | 100.00% | 83,308 | 421,953 | 121% | 505,262 |

  64. 2023 AIP Payouts

    | (1) Target AIP reflects pro-ration based on salary change for new role effective May 2, 2023. |

  65. 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 2023, 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.

  66. 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 |

  67. 2023 Annual Equity Grants to NEOs

    2023 Annual Equity Grants to NEOs The table below shows the 2023 annual equity grants to our NEOs. In determining each grant, the executive’s level of responsibility, individual and Company performance, external market positioning, and recommendations from the CEO (for the other NEOs) were all considered by the PCC Committee.

  68. 2023 Annual Equity Grants to NEOs

    | | 2023 Annual Equity Grants(1) | | | | | | | | PSUs | | RSUs | | Stock Options | | | Name | (#)(2) | ($)(3) | (#)(2) | ($)(3) | (#)(2) | ($)(3) | | James Zallie | 31,677 | 3,200,000 | 15,838 | 1,600,000 | 67,216 | 1,600,000 | | James Gray | 7,053 | 712,500 | 3,527 | 356,250 | 14,966 | 356,250 | | Eric Seip | 3,588 | 362,500 | 1,794 | 181,250 | 7,614 | 181,250 | | Nancy Wolfe | 3,465 | 350,000 | 1,732 | 175,000 | 7,352 | 175,000 | | Jeremy Xu | 3,465 | 350,000 | 1,732 | 175,000 | 7,352 | 175,000 |

  69. 2023 Annual Equity Grants to NEOs

    | (1) Grant date for the annual equity grants was February 15, 2023. Grants of PSUs are reflected at target since actual shares earned, if any, will be determined after the three-year performance cycle ending on December 31, 2025. |

  70. 2023 Annual Equity Grants to NEOs

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 31 |

  71. 2023 Annual Equity Grants to NEOs

    | (2) Number of shares is calculated using a trailing 20-day average Closing Price of our common stock. The number of stock options is determined by dividing the target value of the award by the Black-Scholes value on the grant date. |

  72. 2023 Annual Equity Grants to NEOs

    | (3) Represents the dollar amount approved by the PCC Committee. This amount differs from the value in the “Grants of Plan-Based Awards” table on page 41, which represents the accounting value of the award. |

  73. 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. Beginning with the 2023 performance year, dividend equivalents accrue during the performance period and are paid in cash based on the actual number of shares earned. However, if no performance shares are earned for a performance cycle, no dividends are paid. The table below outlines the performance measures, weightings, and performance scale for the February 2023 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.

  74. Performance Share Units

    | | | | Performance Scale | | | | 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. | 8.0% | 10.0% | 11.5% | | Relative Total Shareholder Return (“rTSR”) | 50% | Directly link awards to shareholder value creation and performance versus peers. | 25th percentile | 50th percentile | 75th percentile |

  75. 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. The Company defines adjusted operating income, net of tax, as net income, as calculated in accordance with GAAP, as adjusted for the following items: provision for income taxes; other non-operating expense (income); financing costs; restructuring/impairment charges; acquisition/integration costs; charges primarily related to the impact of a U.S.-based work stoppage; and the income tax effect of the previously identified adjusted items. |

  76. 2021 – 2023 Performance Share Plan Results – Annual Award (February 2021)

    2021 – 2023 Performance Share Plan Results – Annual Award (February 2021) The following chart shows:

  77. 2021 – 2023 Performance Share Plan Results – Annual Award (February 2021)

    | • | the key financial metrics, weighting, and performance goals the PCC Committee set in 2021, |

  78. 2021 – 2023 Performance Share Plan Results – Annual Award (February 2021)

    | • | our actual performance over the 2021 – 2023 performance cycle, and |

  79. 2021 – 2023 Performance Share Plan Results – Annual Award (February 2021)

    | • | the final performance results approved by the PCC Committee at the end of the 2021 – 2023 performance cycle. |

  80. 2021 – 2023 Performance Share Plan Results – Annual Award (February 2021)

    Based on three-year results of maximum performance levels, the 2021 – 2023 PSU awards paid out at 200% of target, our first above-target payout since 2015. Actual results for the 2021 – 2023 performance cycle are shown below:

  81. 2021 – 2023 Performance Share Plan Results – Annual Award (February 2021)

    | | 2021 – 2023 Performance Cycle Results | | | | | | | Performance Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | | Adjusted ROIC (1) | 50% | 8.0% | 10.0% | 11.5% | 11.7% | 200% | | rTSR (percentile rank) | 50% | 25th | Median | 75th | 95th | 200% | | Final Performance Rating | | | | | | 200% |

  82. 2021 – 2023 Performance Share Plan Results – Annual Award (February 2021)

    | (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 Form 10-K for the year ended December 31, 2023. |

  83. 2021 – 2023 Performance Share Plan Results – Off-Cycle Award (March 2021)

    2021 – 2023 Performance Share Plan Results – Off-Cycle Award (March 2021) In March 2021, the PCC Committee approved off-cycle equity grants for certain NEOs (excluding the CEO) and approximately 21 other key employees. These grants were performance-based, using the same Adjusted ROIC goal as the 2021-2023 annual performance share plan cycle. Therefore, the resulting payout for the performance-based portion of the March 2021 off-cycle award was 200% of target, consistent with the Adjusted ROIC results shown above.

  84. 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 appreciates above the exercise price.

  85. Stock Options

    | 32 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  86. 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 2023 cliff vest on the third anniversary of the date of the grant. 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. We make long-term incentive grants at the PCC Committee’s first meeting of each 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.

  87. Cash Balance Plan

    | • | Pay credits are calculated as a percentage (3% to 10%) of a salaried employee’s eligible compensation (defined as base salary, overtime, and earned AIP award). |

  88. Retiree Health Care Spending Account

    Retiree Health Care Spending Account Since Mr. Zallie is retirement eligible, he will be provided with a RHCSA account if his 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.

  89. Supplemental Executive Retirement Plan

    | • | permit certain key executives to defer receipt of a portion of current compensation, including short- and long-term incentive payments, until a later year, |

  90. Change in Control Severance Agreements

    Change in Control Severance Agreements To promote retention in the face of an actual or rumored change in control of the Company, or “CIC,” we maintain executive severance agreements with each of our NEOs. 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 the NEO’s 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,

  91. Change in Control Severance Agreements

    | 34 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  92. Change in Control Severance Agreements

    within two years of a CIC. Disability, Cause, and Good Reason are defined in the severance agreements. Because these agreements are provided to satisfy different objectives than our standard compensation program, decisions made under this program do not affect our standard compensation program. The terms of these agreements 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 these agreements for the NEOs is provided in “Potential Payments Upon Termination or Change in Control” beginning on page 45.

  93. 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.

  94. 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 the 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. After careful review, with input from the independent executive compensation consultant, three peer companies (Pilgrim’s Pride, Sanderson Farms, and Seaboard Corporation) were removed and two new peer companies (Constellation Brands and Darling Ingredients) were added in 2023. In total, the 2023 Compensation Peer Group consists of 18 companies with a median revenue of $8.7 billion. The table below shows our criteria for choosing the Compensation Peer Group and how it is used:

  95. Compensation Peer Group

    | How the Compensation Peer Group Was Chosen | 2023 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 • Global footprint with sales and operations outside of the United States • Similar business structure • Also considered market cap, capital intensity, and EBITDA | • Campbell Soup 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 Company (f/k/a Kellogg Company) • Keurig Dr Pepper Inc. • Lamb Weston Holdings, Inc. • McCormick & Company, Inc. • Molson Coors Beverage Company • Post Holdings, Inc. • TreeHouse Foods, Inc. | • Benchmarking: 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 • Assess the competitiveness of total direct compensation awarded to senior executives • Compare pay-for-performance alignment |

  96. Compensation Peer Group

    We review all elements of compensation annually in order to appropriately 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.

  97. 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

  98. Performance Peer Group

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 35 |

  99. Performance Peer Group

    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. After careful review, the PCC Committee, with input from its independent executive compensation consultant, determined no updates to the Performance Peer Group were necessary for 2023, other than the removal of Koninklijke DSM N.V. after its merger with Firmenich International SA in May 2023. The 2023 Performance Peer Group consists of 19 companies. The table below shows our criteria for choosing the 2023 Performance Peer Group and how it is used.

  100. Performance Peer Group

    | How the Performance Peer Group Was Chosen | 2023 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 • Comparable commodity price sensitivity • Overseas operations | • AAK AB • Archer Daniels-Midland Company • Associated British Foods plc • Celanese Corporation • Danone S.A. • Ecolab Inc. • General Mills, Inc. • Huntsman Corporation • Kellanova Company (f/k/a Kellogg Company) • Kerry Group plc • The Kraft Heinz Company • McCormick & Company, Inc. • Mondelēz International, Inc. • Novozymes A/S • Sealed Air Corporation • Sensient Technologies Corporation • Tate & Lyle plc • Tyson Foods, Inc. • Unilever PLC | • Compare annualized TSR to assess our results against the TSR performance measure for PSUs |

  101. 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. 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 “People, Culture, and Compensation Committee” on page 12. Compensation Consultant Responsibilities:

  102. Role of the Compensation Consultant

    | • | Regularly update the PCC Committee on executive compensation market trends, incentive practices, and legislation pertaining to executive compensation |

  103. Role of the Compensation Consultant

    | • | Attend all PCC Committee meetings, including executive sessions without management present |

  104. Role of the Compensation Consultant

    | • | Provide guidance on executive compensation programs to promote market competitiveness |

  105. Role of the Compensation Consultant

    | • | 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 |

  106. Role of the Compensation Consultant

    | • | Review and recommend compensation of non-employee directors |

  107. Role of the Compensation Consultant

    | • | Conduct a pay-for-performance assessment |

  108. Role of the Compensation Consultant

    | • | Advise the PCC Committee on the appropriate comparator peer groups for compensation and performance |

  109. Role of the Compensation Consultant

    | • | Provide guidance to the PCC Committee on CEO compensation |

  110. Role of the Compensation Consultant

    | • | Provide an independent assessment of the CEO’s recommendations on NEO compensation to the PCC Committee |

  111. Role of the Compensation Consultant

    | 36 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  112. 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 it believes is market-competitive and consistent with our compensation philosophy and objective to attract, retain, and motivate a diverse and 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 and the board do not time such grants in coordination with the Company’s possession or release of material non-public information or other information. Meetings of the PCC Committee are generally scheduled at least one year in advance. 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 regional performance for each program as applicable.

  113. Role of Management

    Role of Management The compensation of every employee, including each NEO, is influenced in large part by the responsibilities of the position and the need to ensure that employees having similar job responsibilities are paid equitably, with consideration for individual performance. The CEO makes compensation recommendations to the PCC Committee for base salary and annual and long-term incentive compensation for the NEOs, other than himself, and considers pay competitiveness as well as both individual and Company performance when making his recommendations. For 2023, based on the NEO’s contributions throughout the year, the CEO provided the PCC Committee with an individual performance assessment and rating recommendation as well a compensation recommendation (including base salary and long-term incentive recommendation) for each NEO. The PCC Committee considers the CEO’s analysis and direct knowledge of each NEO’s performance and contributions when determining the individual performance rating for each NEO and when approving compensation decisions.

  114. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  115. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | James Zallie President and CEO | 2023 | 1,195,600 | — | 5,182,466 | 1,599,741 | 2,363,400 | 557,470 | 203,315 | 11,101,992 | | | 2022 | 1,143,526 | — | 4,756,723 | 1,562,393 | 1,792,396 | 29,572 | 192,256 | 9,476,866 | | | 2021 | 1,101,990 | — | 5,402,825 | 1,622,964 | 1,651,973 | 356,593 | 189,738 | 10,326,083 | | James Gray EVP and Chief Financial Officer | 2023 | 695,667 | — | 1,153,956 | 356,191 | 771,884 | 76,853 | 102,467 | 3,157,018 | | | 2022 | 667,542 | — | 989,446 | 324,976 | 673,064 | 31,518 | 93,258 | 2,779,804 | | | 2021 | 639,655 | — | 1,588,429 | 343,844 | 592,847 | 49,712 | 73,853 | 3,288,340 | | Eric Seip SVP, Global Operations and Chief Supply Chain Officer | 2023 | 523,292 | — | 587,015 | 181,213 | 481,058 | 13,551 | 103,800 | 1,889,929 | | | 2022 | 502,875 | 100,000 | 475,701 | 156,239 | 399,713 | 896 | 116,393 | 1,751,817 | | | 2021 | 474,119 | 250,000 | 807,877 | 137,535 | 312,429 | 191 | 138,964 | 2,121,115 | | Nancy Wolfe SVP and Chief Human Resources Officer | 2023 | 482,917 | 122,230 | 566,842 | 174,978 | 438,974 | 2,490 | 95,449 | 1,883,880 | | | 2022 | 432,282 | 215,000 | 673,033 | 137,486 | 330,546 | 29 | 138,014 | 1,926,390 | | Jeremy Xu(7) SVP, Chief Innovation Officer and President, Global Healthful Solutions | 2023 | 592,917 | — | 719,021 | 174,978 | 505,262 | — | 98,659 | 2,090,837 | | | 2022 | 548,063 | 500,000 | 437,655 | 143,742 | 423,227 | — | 103,797 | 2,156,484 | | | 2021 | 526,604 | 700,000 | 850,521 | 151,295 | 370,411 | — | 120,978 | 2,719,809 |

  116. 2023 Summary Compensation Table

    | (1) For each of Ms. Wolfe and Messrs. Seip and Xu, amount reflects the portion of their respective sign-on award paid in cash in the respective year shown above. For Mr. Seip, amount reflects the portion of his sign-on award paid in cash in 2021 and 2022, for which he would be required to repay 100% of award if he left the Company within six months of the payment date and 50% of the award if he left the Company between six months and one year after the payment date. For Ms. Wolfe and Mr. Xu, amount reflects the portion of their respective sign-on award paid in cash in the years shown above, for which the NEO would be required to repay 100% of the award if the NEO left the Company within one year of the payment date and 50% of the award if the NEO left the Company between years one and two of the payment date. Mr. Xu’s resignation effective April 8, 2024 will not trigger any such repayment obligation. |

  117. 2023 Summary Compensation Table

    | (2) Amounts reflect the aggregate grant date fair value of performance shares 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 “Grants of Plan-Based Awards” table on page 41 and the “Outstanding Equity Awards at Fiscal Year-End” table on page 42. The assumptions used in determining the fair value of the awards are set forth in note 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. The actual amounts ultimately realized from the disclosed performance share awards 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 performance share awards is calculated using a Monte Carlo simulation model, the target value utilized by the PCC Committee to determine the number of performance shares to grant differs from the valuation used for accounting purposes. |

  118. 2023 Summary Compensation Table

    | For performance shares granted in 2023, 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, $7,238,828; Mr. Gray, $1,611,752; Mr. Seip, $819,930; Ms. Wolfe, $791,822; and Mr. Xu, $791,822. |

  119. 2023 Summary Compensation Table

    | (3) 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 “Grants of Plan-Based Awards” table on page 41 and the “Outstanding Equity Awards at Fiscal Year-End” table on page 42. The assumptions used in determining the fair value of the awards are set forth in note 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. 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 2021, 2022, and 2023 vest in three equal installments on the first three anniversaries of their respective grant dates. |

  120. 2023 Summary Compensation Table

    | (4) Amounts reflect awards made under our 2023 AIP that were paid in March 2024. |

  121. 2023 Summary Compensation Table

    | (5) 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. For 2023 for Messrs. Zallie and Gray, the amounts consist of the actuarial increase in the value of the Cash Balance Plan and Cash Balance Make-up Account. Ms. Wolfe and Messrs. Seip and Xu do not participate in the Cash Balance Plan. For Ms.Wolfe and Messrs. Gray, Seip, and Zallie includes actual earnings in the SERP in excess of the 120% applicable federal rate for 2023. |

  122. 2023 Summary Compensation Table

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 39 |

  123. 2023 Summary Compensation Table

    | (6) Amounts shown in the “All Other Compensation” column for 2023 reflect the following: |

  124. 2023 Summary Compensation Table

    | Named Executive Officer | Company Contributions to Qualified and Nonqualified Savings Plans(a) ($) | Perquisites(b) ($) | Other(c) ($) | Total All Other Compensation ($) | | James Zallie | 179,280 | 15,535 | 8,500 | 203,315 | | James Gray | 78,007 | 15,000 | 9,460 | 102,467 | | Eric Seip | 75,729 | 20,500 | 7,571 | 103,800 | | Nancy Wolfe | 68,982 | 19,007 | 7,460 | 95,449 | | Jeremy Xu | 78,936 | 18,823 | 900 | 98,659 |

  125. 2023 Summary Compensation Table

    | (a) Reflects matching contributions by the Company for compensation contributed by participants under our Retirement Savings Plan (with an additional 3% contribution for Ms. Wolfe and Messrs. Seip and Xu, as they do not participate in the Cash Balance Plan) and, if applicable, to Cash Balance Make-up Accounts and Savings Plan Make-up Accounts. |

  126. 2023 Summary Compensation Table

    | (b) Amounts include the costs of providing a leased automobile or the use of a Company automobile or automobile allowance to each of our NEOs, the cost of financial planning/tax preparation services, and the cost of an executive physical. |

  127. 2023 Summary Compensation Table

    | (c) Reports the total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of perquisites and such other benefits. The amounts reported for Mr. Gray and Ms. Wolfe reflect the “Bring Your Own Device” allowance payments received during 2023. The amounts reported also include matching contributions for all of the NEOs by the Company made under a charitable matching gift program, which provides for matching contributions by the Company, consisting of a $2 match for every $1 of the first $1,000 contributed and a $1 match for every $1 of the next $6,500 contributed. |

  128. 2023 Summary Compensation Table

    | (7) Mr. Xu has notified the Company that he will resign from his current position effective April 8, 2024. All of Mr. Xu’s unvested stock awards and stock options will forfeit upon termination of his employment. |

  129. 2023 Summary Compensation Table

    | 40 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  130. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information related to awards paid under our AIP and grants of performance shares, RSUs, and stock options received under our Stock Incentive Plan during 2023.

  131. 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 | 900,000 | 1,800,000 | 3,600,000 | — | — | — | — | — | — | — | | | 2/15/2023 | Stock Options | — | — | — | — | — | — | — | 67,216 | 98.69 | 1,599,741 | | | 2/15/2023 | Performance Share Units | — | — | — | 15,839 | 31,677 | 63,354 | — | — | — | 3,619,414 | | | 2/15/2023 | Restricted Stock Units | — | — | — | — | — | — | 15,838 | — | — | 1,563,052 | | James Gray | — | AIP | 296,650 | 593,300 | 1,186,600 | — | — | — | — | — | — | — | | | 2/15/2023 | Stock Options | — | — | — | — | — | — | — | 14,966 | 98.69 | 356,191 | | | 2/15/2023 | Performance Share Units | — | — | — | 3,527 | 7,053 | 14,106 | — | — | — | 805,876 | | | 2/15/2023 | Restricted Stock Units | — | — | — | — | — | — | 3,527 | — | — | 348,080 | | Eric Seip | — | AIP | 183,750 | 367,500 | 735,000 | — | — | — | — | — | — | — | | | 2/15/2023 | Stock Options | — | — | — | — | — | — | — | 7,614 | 98.69 | 181,213 | | | 2/15/2023 | Performance Share Units | — | — | — | 1,794 | 3,588 | 7,176 | — | — | — | 409,965 | | | 2/15/2023 | Restricted Stock Units | — | — | — | — | — | — | 1,794 | — | — | 177,050 | | Nancy Wolfe | — | AIP | 169,750 | 339,500 | 679,000 | — | — | — | — | — | — | — | | | 2/15/2023 | Stock Options | — | — | — | — | — | — | — | 7,352 | 98.69 | 174,978 | | | 2/15/2023 | Performance Share Units | — | — | — | 1,733 | 3,465 | 6,930 | — | — | — | 395,911 | | | 2/15/2023 | Restricted Stock Units | — | — | — | — | — | — | 1,732 | — | — | 170,931 | | Jeremy Xu | — | AIP | 208,269 | 416,538 | 833,077 | — | — | — | — | — | — | — | | | 2/15/2023 | Stock Options | — | — | — | — | — | — | — | 7,352 | 98.69 | 174,978 | | | 2/15/2023 | Performance Share Units | — | — | — | 1,733 | 3,465 | 6,930 | — | — | — | 395,911 | | | 2/15/2023 | Restricted Stock Units | — | — | — | — | — | — | 1,732 | — | — | 170,931 | | | 5/2/2023 | Restricted Stock Units | — | — | — | — | — | — | 1,440 | — | — | 152,179 |

  132. Grants of Plan-Based Awards

    | (1) Amounts shown reflect the possible range of payouts under our 2023 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 2023, see the “Non-Equity Incentive Plan Compensation” column in the “2023 Summary Compensation Table” on page 39. 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. |

  133. Grants of Plan-Based Awards

    | (2) Amounts reflect the terms of grants of performance shares under our Stock Incentive Plan. The grant date fair value of these shares is included in the “Stock Awards” column in the “2023 Summary Compensation Table” on page 39. |

  134. Grants of Plan-Based Awards

    | (3) Exercise price for these options is the Closing Price of our common stock on the grant date. |

  135. Grants of Plan-Based Awards

    | (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 $23.80 for the grants on February 15, 2023. For additional information on the valuation assumptions, see note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. 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, second and third anniversaries of the grant date. |

  136. Grants of Plan-Based Awards

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 41 |

  137. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information relating to stock options, RSUs, and performance shares held by our NEOs on December 31, 2023.

  138. 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 | 2/3/2015 | 27,500 | — | 82.28 | 2/3/2025 | — | — | — | — | | | 2/2/2016 | 28,831 | — | 99.96 | 2/2/2026 | — | — | — | — | | | 2/7/2017 | 25,043 | — | 118.97 | 2/7/2027 | — | — | — | — | | | 1/1/2018 | 74,858 | — | 139.80 | 1/1/2028 | — | — | — | — | | | 2/8/2019 | 96,316 | — | 91.85 | 2/8/2029 | — | — | — | — | | | 2/4/2020 | 128,522 | — | 88.35 | 2/4/2030 | — | — | — | — | | | 2/9/2021 | 87,913 | 43,956 | 87.12 | 2/9/2031 | 20,171 | 2,189,179 | — | — | | | 2/16/2022 | 34,630 | 69,260 | 88.66 | 2/16/2032 | 18,039 | 1,957,815 | 34,258 | 3,718,021 | | | 2/15/2023 | — | 67,216 | 98.69 | 2/15/2033 | 16,186 | 1,756,623 | 31,677 | 3,437,905 | | James Gray | 2/3/2015 | 4,988 | — | 82.28 | 2/3/2025 | — | — | — | — | | | 2/2/2016 | 4,807 | — | 99.96 | 2/2/2026 | — | — | — | — | | | 2/7/2017 | 12,090 | — | 118.97 | 2/7/2027 | — | — | — | — | | | 2/6/2018 | 18,352 | — | 130.30 | 2/6/2028 | — | — | — | — | | | 2/8/2019 | 19,620 | — | 91.85 | 2/8/2029 | — | — | — | — | | | 2/4/2020 | 26,358 | — | 88.35 | 2/4/2030 | — | — | — | — | | | 2/9/2021 | 18,625 | 9,313 | 87.12 | 2/9/2031 | 4,274 | 463,848 | — | — | | | 3/16/2021 | — | — | — | — | 870 | 94,461 | — | — | | | 2/16/2022 | 7,203 | 14,406 | 88.66 | 2/16/2032 | 3,752 | 407,245 | 7,126 | 773,385 | | | 2/15/2023 | — | 14,966 | 98.69 | 2/15/2033 | 3,604 | 391,186 | 7,053 | 765,462 | | Eric Seip | 1/11/2021 | — | — | — | — | 4,773 | 518,011 | — | — | | | 2/9/2021 | 7,450 | 3,725 | 87.12 | 2/9/2031 | 1,709 | 185,516 | — | — | | | 2/16/2022 | 3,463 | 6,926 | 88.66 | 2/16/2032 | 1,804 | 195,793 | 3,426 | 371,824 | | | 2/15/2023 | — | 7,614 | 98.69 | 2/15/2033 | 1,833 | 198,976 | 3,588 | 389,406 | | Nancy Wolfe | 1/24/2022 | — | — | — | — | 2,777 | 301,405 | — | — | | | 2/16/2022 | 3,047 | 6,095 | 88.66 | 2/16/2032 | 1,587 | 172,247 | 3,015 | 327,218 | | | 2/15/2023 | — | 7,352 | 98.69 | 2/15/2033 | 1,770 | 192,099 | 3,465 | 376,056 | | Jeremy Xu | 2/9/2021 | 8,195 | 4,098 | 87.12 | 2/9/2031 | 1,880 | 204,079 | — | — | | | 3/16/2021 | — | — | — | — | 1,360 | 147,567 | — | — | | | 2/16/2022 | 3,186 | 6,372 | 88.66 | 2/16/2032 | 1,660 | 180,134 | 3,152 | 342,087 | | | 2/15/2023 | — | 7,352 | 98.69 | 2/15/2033 | 1,770 | 192,099 | 3,465 | 376,056 | | | 5/2/2023 | — | — | — | — | 1,462 | 158,628 | — | — |

  139. Outstanding Equity Awards at Fiscal Year-End

    | 42 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (1) The vesting schedule for all outstanding unvested stock and stock options is as follows: |

  141. Outstanding Equity Awards at Fiscal Year-End

    | Grant Date | Grant Type | Vesting Schedule | | 1/11/2021 | RSUs | 100% of the grant vested on 01/11/2024. | | 2/9/2021 | RSUs | 100% of the grant vested on 02/09/2024. | | 2/9/2021 | Stock Options | First tranche (33%) vested on 02/09/2022, second tranche (33%) vested on 02/09/2023 and last tranche (34%) vested on 02/09/2024. | | 3/16/2021 | RSUs | First tranche (33%) vested on 03/16/2022, second tranche (33%) vested on 03/16/2023 and last tranche (34%) vested on 03/16/2024. | | 1/24/2022 | RSUs | 100% of the grant will vest on 01/24/2025. | | 2/16/2022 | PSUs | 100% of the grant vests upon approval of the PCC Committee, subject to the satisfaction of the performance criteria. Distribution of any shares awarded will be no later than 03/15/2025. | | 2/16/2022 | RSUs | 100% of the grant will vest on 02/16/2025. | | 2/16/2022 | Stock Options | First tranche (33%) vested on 02/16/2023, second tranche (33%) vested on 02/16/2024 and last tranche (34%) will vest on 02/16/2025. | | 2/15/2023 | PSUs | 100% of the grant vests upon approval of the PCC Committee, subject to the satisfaction of the performance criteria. Distribution of any shares awarded will be no later than 03/15/2026. | | 2/15/2023 | RSUs | 100% of the grant will vest on 02/15/2026. | | 2/15/2023 | Stock Options | First tranche (33%) vested on 02/15/2024, second tranche (33%) will vest on 02/15/2025 and last tranche (34%) will vest on 02/15/2026. | | 5/2/2023 | RSUs | 100% of the grant will vest on 5/02/2026. |

  142. Outstanding Equity Awards at Fiscal Year-End

    | (2) Value is the number of unvested RSUs multiplied by the Closing Price of our common stock on December 29, 2023 ($108.53). |

  143. Outstanding Equity Awards at Fiscal Year-End

    | (3) Amounts reflect unearned performance shares from the 2022 and 2023 performance share awards (at target performance level). |

  144. Outstanding Equity Awards at Fiscal Year-End

    | (4) Value is the number of unearned performance shares from the 2022 and 2023 performance share awards (at target performance level) multiplied by the Closing Price of our common stock on December 29, 2023 ($108.53). |

  145. Option Exercises and Stock Vested

    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 of the NEOs in 2023.

  146. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2),(3) ($) | | James Zallie | — | — | 92,779 | 9,994,762 | | James Gray | 7,710 | 352,398 | 25,205 | 2,712,599 | | Eric Seip | — | — | 6,316 | 688,886 | | Nancy Wolfe | — | — | — | — | | Jeremy Xu | — | — | 12,052 | 1,257,092 |

  147. 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. |

  148. Option Exercises and Stock Vested

    | (2) Represents the vesting of restricted stock unit awards granted in 2020 that vested in February 2023 and the shares awarded for the 2021 – 2023 performance cycle based on actual performance for the cycle, which ended on December 31, 2023. |

  149. Option Exercises and Stock Vested

    | (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. Performance shares 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 200% (see “2021 – 2023 Performance Share Plan Results” on page 32 for details). |

  150. Option Exercises and Stock Vested

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 43 |

  151. 2023 Pension Benefits

    2023 Pension Benefits We have several pension benefit plans available to U.S. salaried employees.

  152. PENSION BENEFITS

    PENSION BENEFITS

  153. 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 | 40 | 395,521 | — | | | Nonqualified Cash Balance Make-up Account | 40 | 1,800,734 | — | | | National Starch LLC Pension Plan | 27 | 1,188,141 | — | | | National Starch Excess Pension Plan | 27 | 1,787,415 | — | | James Gray | Cash Balance Plan | 10 | 103,338 | — | | | Nonqualified Cash Balance Make-up Account | 10 | 206,819 | — |

  154. 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 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 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions used to determine the present value of accumulated benefits under our pension plans. |

  155. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The Ingredion Incorporated Supplemental Executive Retirement Plan provides participants with an elective deferral opportunity and is designed to satisfy the requirements of Section 409A of the Internal Revenue Code. Under our SERP, NEOs may defer up to: (i) 20% of their annual base salary, (ii) 75% of their AIP award and (iii) 100% of any earned performance shares under our LTIP. Our SERP is an unfunded plan and is not regulated or protected under the Employee Retirement Income Security Act of 1974 (“ERISA”). The SERP is a combination of plans that mirror plans being operated by our former parent company at the time we became an independent public company and SERP participants are general, unsecured creditors of the Company. The SERP 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.

  156. 2023 Nonqualified Deferred Compensation

    | 44 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  157. 2023 Nonqualified Deferred Compensation

    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 performance shares 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. The following table shows contributions, earnings, withdrawals, and distributions during fiscal 2023 and the account balances as of December 31, 2023, for our NEOs.

  158. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023(1) ($) | Company Contributions in 2023(2) ($) | Aggregate Earnings in 2023(3) ($) | Aggregate Withdrawal/ Distributions in 2023 ($) | Aggregate Balance on December 31, 2023(3) ($) | | James Zallie | 179,280 | 168,496 | 285,298 | — | 3,770,827 | | James Gray | 83,732 | 59,662 | 75,144 | — | 797,813 | | Eric Seip | 303,921 | 49,802 | 82,064 | — | 881,898 | | Nancy Wolfe | 29,008 | 40,480 | 4,538 | — | 94,408 | | Jeremy Xu | 406,358 | 49,162 | 148,082 | — | 1,223,181 |

  159. 2023 Nonqualified Deferred Compensation

    | (1) Employee contributions include any deferrals of annual compensation, including earned awards under the AIP and any earned performance shares. These amounts are included in the NEOs’ compensation in the columns captioned “Salary,” “Bonus,” “Stock Awards,” or “Non-Equity Incentive Plan Compensation” in the “2023 Summary Compensation Table” on page 39. |

  160. 2023 Nonqualified Deferred Compensation

    | (2) Amounts represent Company matching contributions for compensation contributed by participants under our SERP (with an additional 3% contribution for eligible earnings over the IRS qualified compensation limit for Ms. Wolfe and Messrs. Seip and Xu, as they do not participate in the Cash Balance Plan) and, if applicable, 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 “2023 Summary Compensation Table” on page 39. |

  161. 2023 Nonqualified Deferred Compensation

    | (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 “2023 Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column on page 39. |

  162. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our NEOs may receive compensation in connection with their termination of employment. Most of our plans and programs, including our executive severance agreements, contain specific provisions detailing how payments are treated upon termination or a change in control. The specific termination and CIC provisions under these plans apply to all participants under each plan. The narrative and tables below describe the potential payments to each NEO upon certain terminations, including following a CIC. In accordance with SEC rules, all information described in this section is presented as if the triggering events occurred on December 31, 2023.

  163. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table shows the potential payments to the NEOs upon termination of employment or a change in control of the Company as of December 31, 2023.

  164. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | Cash | | Equity | | | Benefits and Perquisites | | | | | | | Scenario | Severance Payments ($) | AIP Award(1) ($) | Stock Options(2) ($) | Restricted Stock Units(3) ($) | Performance Share Units(4) ($) | Health and Welfare(5) ($) | Retirement(6) ($) | Perquisites(7) ($) | Outplacement ($) | TOTAL ($) | | James Zallie | Retirement | — | 2,363,400 | 2,317,294 | 4,634,945 | 7,155,926 | 93,533 | — | — | — | 16,565,098 | | | Death | — | 2,363,400 | — | 3,751,951 | 4,863,989 | 46,766 | — | — | — | 11,026,106 | | | Disability | — | 2,363,400 | — | 3,751,951 | 4,863,989 | 93,533 | — | — | — | 11,072,873 | | | Involuntary Termination Without Cause | 1,200,000 | 2,363,400 | — | — | — | — | — | — | 15,000 | 3,578,400 | | | Change in Control | 9,000,000 | 1,800,000 | 2,978,700 | 5,903,617 | 7,199,443 | 149,055 | 1,177,758 | 3,884 | 15,000 | 28,227,457 | | James Gray | Retirement | — | — | — | — | — | — | — | — | — | — | | | Death/Disability | — | 771,884 | — | 882,203 | 1,028,539 | — | — | — | — | 2,682,626 | | | Involuntary Termination Without Cause | 698,000 | 771,884 | — | — | — | — | — | — | 15,000 | 1,484,884 | | | Change in Control | 3,873,900 | 593,300 | 632,904 | 1,356,740 | 1,548,205 | 72,913 | 359,923 | 3,750 | 15,000 | 8,456,635 | | Eric Seip | Retirement | — | — | — | — | — | — | — | — | — | — | | | Death/Disability | — | 481,058 | — | 848,219 | 501,626 | — | — | — | — | 1,830,903 | | | Involuntary Termination Without Cause | 525,000 | 481,058 | — | — | — | — | — | — | 15,000 | 1,021,058 | | | Change in Control | 1,785,000 | 367,500 | 292,294 | 1,098,295 | 765,859 | 36,184 | 151,458 | 5,125 | 15,000 | 4,516,715 | | Nancy Wolfe | Retirement | — | — | — | — | — | — | — | — | — | — | | | Death/Disability | — | 438,974 | — | 351,187 | 452,570 | — | — | — | — | 1,242,731 | | | Involuntary Termination Without Cause | 485,000 | 438,974 | — | — | — | — | — | — | 15,000 | 938,974 | | | Change in Control | 1,649,000 | 339,500 | 193,451 | 665,751 | 707,551 | 16,912 | 137,964 | 4,752 | 15,000 | 3,729,881 | | Jeremy Xu(8) | Retirement | — | — | — | — | — | — | — | — | — | — | | | Death/Disability | — | 505,262 | — | 522,298 | 467,439 | — | — | — | — | 1,494,999 | | | Involuntary Termination Without Cause | 605,000 | 505,262 | — | — | — | — | — | — | 15,000 | 1,125,262 | | | Change in Control | 2,057,000 | 423,500 | 286,694 | 882,507 | 722,510 | 35,423 | 157,872 | 4,706 | 15,000 | 4,585,212 |

  165. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) Amounts reflect the actual 2023 AIP award, paid in March 2024. Amount for CIC reflects a target AIP payment as provided under the executive severance agreements. |

  166. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) Amounts reflect the value of the stock options based on the Closing Price of our common stock on December 29, 2023 ($108.53), minus the applicable exercise price. Stock option treatment varies based on termination scenario. See description in “Potential Payout Upon Other Types of Separations” above. |

  167. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) Amounts reflect the value of unvested RSUs multiplied by the Closing Price of our common stock on December 29, 2023 ($108.53). RSU treatment varies based on termination scenario. See description in “Potential Payout Upon Other Types of Separations” above. |

  168. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) Amounts for retirement, death and disability reflect the value of unvested PSUs multiplied by the Closing Price of our common stock on December 29, 2023 ($108.53). Amounts for CIC reflect the value of unvested PSUs multiplied by the highest Closing Price of our common stock during the 90-day period immediately preceding the date of the CIC ($109.19). PSU treatment varies based on termination scenario. See description in “Potential Payout Upon Other Types of Separations” above. |

  169. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (5) In the event Mr. Zallie terminates due to retirement or disability, amount includes the value of his RHCSA benefit. In the event of a termination due to death, amounts reflect the value of two months of base salary as of December 31, 2023, two months of welfare benefit premiums, and, for Mr. Zallie only, the value of his RHCSA benefit. For amounts upon terminations due to a CIC, see description in “Potential Payout Upon Other Types of Separations” above. |

  170. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (6) Amounts reflect additional employer contributions to the defined contribution plans based on three times (two times for Ms. Wolfe and Messrs. Seip and Xu) the sum of the employer matching contributions made to the executive’s accounts under the qualified and nonqualified plans for the most recent plan year that ended before the date of the CIC, or if higher, for the most recent plan year that ended after the date of the CIC (calculated on an annualized basis), as well as the continuation of vesting over the severance period. Amounts for Messrs. Zallie and Gray also reflect additional amounts earned under the Cash Balance Plan and nonqualified Cash Balance Make-up Accounts upon a CIC, as well as the continuation of vesting over the severance period. |

  171. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (7) Amounts reflect the Company cost related to three months of financial planning services and Company car lease or car allowance payments. |

  172. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (8) Mr. Xu’s resignation effective April 8, 2024 will not trigger any of the above-described payments. |

  173. ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 49 |

  174. 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, 2024, we operate 16 U.S. manufacturing facilities in 14 states and have an additional 29 manufacturing facilities globally. As a global organization, approximately 76% of our employees are located outside of the U.S. To attract, retain, and motivate talent we use local compensation benchmark data to ensure we 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 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 (a full-time employee working in Mexico) on December 31, 2021. For the purposes of preparing this disclosure, we calculated the compensation of each such employee in accordance with Item 402(c)(2)(x) of Regulation S-K, converting the median employee’s compensation paid in Mexican pesos to U.S. dollars using the currency exchange rate as of December 31, 2023. 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 2023 total compensation for Mr. Zallie, as reported in the “Total” column of the “2023 Summary Compensation Table,” was $11,101,992. For the median employee, 2023 total compensation was $30,473. The resulting ratio of total compensation for Mr. Zallie to this median employee’s total compensation was 364 to 1.

  175. Pay Ratio Disclosure

    | 50 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  176. 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 four 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 “Compensation Discussion and Analysis” beginning on page 23 for information about the decisions made by the PCC Committee with respect to our NEO compensation for each such year.

  177. 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) | | 2023 | 11,101,992 | 18,848,353 | 2,255,416 | 3,273,062 | 131.70 | 128.13 | 643 | 1,189 | | 2022 | 9,476,866 | 14,451,217 | 2,416,154 | 3,050,919 | 115.44 | 133.24 | 492 | 1,002 | | 2021 | 10,326,083 | 14,161,465 | 2,715,632 | 2,883,921 | 110.50 | 122.95 | 117 | 896 | | 2020 | 9,648,514 | 5,928,950 | 2,022,705 | 1,538,717 | 87.45 | 106.15 | 348 | 869 |

  178. 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. |

  179. Pay Versus Performance Disclosure

    | (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: |

  180. Pay Versus Performance Disclosure

    | Adjustments to Determine | PEO | | | | Non-PEO NEOs | | | | | Compensation “Actually Paid” | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | -557,470 | -29,572 | -356,593 | -583,455 | -23,224 | -9,063 | -12,655 | -15,301 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | -5,182,466 | -4,756,723 | -5,402,825 | -4,834,371 | -756,709 | -762,884 | -1,090,714 | -731,309 | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | -1,599,741 | -1,562,393 | -1,622,964 | -1,475,313 | -221,840 | -229,671 | -229,691 | -223,170 | | Increase for “Service Cost” for Pension Plans | 130,733 | 147,024 | 159,382 | 120,986 | 7,105 | 8,345 | 6,863 | 6,476 | | Fair value of equity compensation granted in current year | 9,859,572 | 9,980,318 | 10,371,863 | 4,836,982 | 1,406,907 | 1,533,228 | 1,632,198 | 731,700 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 2,737,931 | 1,207,751 | 1,558,116 | -1,614,038 | 348,791 | 127,162 | 142,575 | -226,028 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 2,357,802 | -12,054 | -871,597 | -170,261 | 256,615 | -32,353 | -46,623 | -26,332 | | Fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | — | — | — | -94 | — | — | -233,665 | -24 | | Total Adjustments | 7,746,361 | 4,974,351 | 3,835,382 | -3,719,564 | 1,017,646 | 634,765 | 168,289 | -483,988 |

  181. Pay Versus Performance Disclosure

    | INGREDION INCORPORATED | | 2024 PROXY STATEMENT 51 |

  182. Pay Versus Performance Disclosure

    | 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. Restricted stock unit 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. |

  183. Pay Versus Performance Disclosure

    | (3) Dollar amounts shown represent the average of the total compensation amounts reported in the SCT for the Non-PEO NEOs for the Covered Years. The following executive officers served as the Non-PEO NEOs for the following years: (i) for 2023, James Gray, Eric Seip, Nancy Wolfe, and Jeremy Xu; (ii) for 2022, James Gray, Jorgen Kokke, Nancy Wolfe, and Jeremy Xu; (iii) for 2021, James Gray, Jorgen Kokke, Janet Bawcom, Eric Seip, and Jeremy Xu; and (iv) for 2020, James Gray, Elizabeth Adefioye, Janet Bawcom, and Jorge Kokke. |

  184. Pay Versus Performance Disclosure

    | (4) The cumulative TSR for the Company is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Each of these yearly percentage changes was applied to a deemed fixed investment of $100 at the beginning of the measurement period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021, and 2020. |

  185. Pay Versus Performance Disclosure

    | (5) The cumulative PVP Peer Group TSR utilizes the S&P 1500 Food, Beverage, and Tobacco Index (the “PVP Peer Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K to be included in our annual report for the year ended December 31, 2023. For each Covered Year, our PVP Peer Group TSR was calculated based on a deemed fixed investment of $100 through the measurement period, assuming dividend reinvestment for the peer group, weighted according to the respective companies’ stock market capitalization at the beginning of the measurement period. |

  186. Pay Versus Performance Disclosure

    | (6) Amounts reported represent Net Income attributable to Ingredion as presented in the Company’s audited financial statements for the applicable Covered Year. |

  187. Pay Versus Performance Disclosure

    | (7) We determined Adjusted EBITDA to be the most important performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023. Adjusted EBITDA was the highest-weighted financial metric used to determine NEO performance under our Annual Incentive Plan for 2023, as discussed in “Financial Metrics” on page 29 of the Compensation Discussion and Analysis section of this proxy statement. This performance measure may not have been the most important performance measure for 2021 or 2020. We may determine that a different performance measure will be the most important performance measure for future years. We define Adjusted EBITDA, which is a non-GAAP financial measure, as income before income taxes, adjusted for the following items: depreciation and amortization; financing costs; other non-operating expense (income); restructuring/impairment charges; acquisition/integration costs; and other matters primarily consisting of charges related to a U.S.-based work stoppage. |

  188. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE While we utilize several performance measures to align executive compensation with Company performance, not all incentive measures are presented in the pay versus performance table above. We generally seek to incentivize long-term performance and therefore do not specifically align performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. We provide information below about the relationship between the compensation actually paid to our PEO and Non-PEO NEOs for the Covered Years as shown in the pay versus performance table above and:

  189. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | • | our cumulative TSR; |

  190. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | • | our net income; and |

  191. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | • | our Adjusted EBITDA. |

  192. 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 2023, our TSR exceeded our PVP Peer Group TSR. For 2023, 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 performance shares awarded for the 2021 – 2023 performance period at the maximum performance level of 200%. Our TSR increased 32% from 2019 to 2023, while our PVP Peer Group experienced a 28% increase in TSR over the same period.

  193. Compensation Actually Paid and Company Total Shareholder Return

    | 52 INGREDION INCORPORATED | | 2024 PROXY STATEMENT |

  194. 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. Over the four-year period, we achieved a 56% increase in net income.

  195. 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. Over the four-year period, we increased Adjusted EBITDA by approximately 31%.