INGREDION INCORPORATED (NYSE:INGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At its meeting on September15, 2017, the Board of Directors (the “Board”) of Ingredion Incorporated (the “Company”) elected James P. Zallie, currently Executive Vice President, Global Specialties and President, Americas of the Company, as President and Chief Executive Officer of the Company effective January1, 2018, to succeed Ilene S. Gordon, currently Chairman of the Board, President and Chief Executive Officer of the Company. Ms.Gordon will continue to serve as Chairman of the Board of the Company with the title Executive Chairman of the Board until her retirement from the Company as an employee, which is expected to occur in July2018 when Ms.Gordon reaches age 65, to Board policy.
In addition, the Board increased the size of the Board from 10 directors to 11 directors and elected Mr.Zallie to fill the vacancy created by the increase in the size of the Board, effective immediately. It is anticipated that Mr.Zallie will not sit as a member of any of the committees of the Board.
Mr.Zallie, age 56, has served as Executive Vice President, Global Specialties and President, Americas of the Company since January 1, 2016. Mr.Zallie previously served as Executive Vice President, Global Specialties and President, North America and EMEA from January6, 2014 to December31, 2015. Prior to that Mr.Zallie served as Executive Vice President, Global Specialties and President, EMEA and Asia-Pacific from February1, 2012 to January5, 2014. Mr.Zallie previously served as Executive Vice President and President, Global Ingredient Solutions from October1, 2010 to January31, 2012. Prior thereto Mr.Zallie served as President and Chief Executive Officer of the National Starch business from January2007 to September30, 2010. Mr.Zallie worked for National Starch for more than 27 years in various positions of increasing responsibility, first in technical, then marketing and then international business management positions. National Starch LLC was acquired by the Company in October2010. Mr.Zallie also serves as a director of Innophos Holdings,Inc., a leading international producer of performance-critical and nutritional specialty ingredients with applications in food, beverage, dietary supplements, pharmaceutical, oral care and industrial end markets. He is a director of Northwestern Medicine North Region, a not-for-profit organization.
In connection with Mr.Zallie’s election as President and Chief Executive Officer of the Company, it is expected that effective January1, 2018, compensation arrangements with Mr.Zallie will include:
· a long-term equity incentive award for 2018, with a target value of approximately $4,500,000; and
· other benefits generally applicable to senior executives of the Company, which Mr.Zallie currently receives.
In connection with Ms.Gordon’s continuation as Executive Chairman of the Board effective January1, 2018 and until her retirement from the Company which is expected to occur in July2018, it is expected that there will be no changes to Ms.Gordon’s annual salary, her target annual incentive bonus, which will be paid pro rata at target upon her retirement from the Company, or her executive severance agreement with the Company. Ms.Gordon will not, however, receive any awards under the Company’s long-term incentive program when such awards are granted in 2018.
