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 Officers
Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Action with respect to Certain Compensatory Plans.

On February6, 2018 the Compensation Committee (the Committee”) of the Board of Directors of the Company took certain actions relating to compensatory plans in which the Company’s “named executive officers” participate. The actions relating to compensation of James P. Zallie, the Company’s principal executive officer, were recommended by the Committee to the Company’s independent, outside, non-employee directors who approved those actions on February6, 2018. For purposes of this Report on Form 8-K such “named executive officers” consist of the Company’s principal executive officer, principal financial officer, and the other executive officers for whom disclosure was required in the Company’s most recent filing with the Securities and Exchange Commission that required disclosure to Item 402(c) of Regulation S-K. No compensation actions were taken with respect to named executive officer Ilene Gordon, the Company’s Executive Chairman, who will retire in July 2018, or with respect to Jack P. Fortnum, the Company’s former Chief Financial Officer, who retired on June30, 2017 other than determining performance shares earned from the 2015 grant and payment of a cash bonus under the Annual Incentive Plan. As previously reported, effective January1, 2018 the Committee increased the base salary, of James P. Zallie, the Company’s principle executive officer, to $950,000 from $630,000, approved a 2018 target bonus for him under the annual incentive plan of $1,140,000, and awarded to him performance shares, stock options and restricted stock units with a target value of approximately $4,500,000

Base Salaries

The Committee approved an increase in the base salary for Christine M. Castellano to $452,907 from $431,340. The base salaries for James P. Zallie and Jorgen Kokke were increased in connection with their recent promotions, as previously reported. The salary of Ilene S. Gordon, the Company’s Executive Chairman, who will retire in July 2018, was not increased. Jack C. Fortnum, our former Chief Financial Officer, retired as employee of the Company effective June30, 2017

Approval of Cash Incentive Bonuses for 2017 under Annual Incentive Plan

The Committee approved annual cash bonuses earned in 2017 for the Company’s named executive officers (the “2017 AIP Bonuses”). The 2017 AIP Bonuses were earned based upon the achievement of performance goals established by the Committee in early 2017, as adjusted for certain unusual events.

The 2017 AIP Bonuses approved for the named executive officers were as follow:

Setting of Performance Criteria for Cash Bonuses for 2018 under Annual Incentive Plan

The Committee established the performance criteria applicable for cash incentives that certain employees are eligible to earn for 2018 under the Company’s Annual Incentive Plan (“2018 AIP Bonuses”). Participants are eligible to earn bonuses for 2018 ranging from 0% to 200% of target depending on whether and to what extent the goals established by the Committee are attained.

2018 AIP Bonus for James P. Zallie and Christine M. Castellano will be determined on the basis of goals for total Company operating income plus depreciation and amortization (“EBITDA”) (60%), cash conversion cycle (15%) and personal objectives (25%), in each case as approved by the Committee. The 2018 AIP Bonus for Jorgen Kokke will be determined on the basis of goals for total Company EBITDA (35%), EBITDA for the region for which he serves as President (25%), cash conversion cycle (15%) and personal objectives (25%), in each case as approved by the Committee.

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The 2018 AIP Target Bonuses approved for the named executive officers were as follow:

Approval of Common Stock Earned with Respect to 2015 Performance Shares

The Committee also approved the number of shares of the Company’s common stock (“Common Stock”) earned with respect to performance shares awarded under the Stock Incentive Plan in February 2015 (“2015 Performance Shares”). The 2015 Performance Shares were earned based upon goals established by the Committee for a three-year cycle beginning on January1, 2015 and ending on December31, 2017.

The shares of Common Stock approved as earned with respect to 2015 Performance Shares for the named executive officers were as follow:

Award of Performance Shares under Stock Incentive Plan

The Committee also approved the award of target performance shares (“2018 Performance Shares”) to certain executive officers, including the named executive officers, under the Company’s Stock Incentive Plan. The Performance Shares may be settled only in shares of the Company’s common stock (“Common Stock”). The number of shares of Common Stock, if any, that recipients of 2018 Performance Share awards will receive in relation to such awards will be based upon the extent to which the Company attains the total shareholder return (“TSR”) goal (as measured against a peer-group of 24 companies) for the three-year cycle beginning on January1, 2018 and ending on December31, 2020, as approved by the Committee. Incentives will be earned based upon the following table:

The target awards to the named executive officers were as follow:

A form of the Performance Share Award Agreement used to document Performance Share awards made to named executive officers under the Company’s Stock Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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Ilene S. Gordon, who is retiring, was not awarded 2018 Performance Shares.

Award of Stock Options under Stock Incentive Plan

The Committee also approved the award of stock options to certain executive officers, including the named executive officers. The stock options have an exercise price of $130.30 per share (the closing price on February6, 2018), will vest in three equal installments on February6, 2019, 2020 and 2021 and will remain exercisable until February5, 2028. The stock option awards to the named executive officers were as follow:

A form of the Stock Option Award Agreement used to document grants of stock options to named executive officers under the Company’s Stock Incentive Plan is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Ilene S. Gordon, who is retiring, was not awarded stock options.

Award of Restricted Stock Units under Stock Incentive Plan

The Committee also approved the award of restricted stock units (“RSUs”) to certain executive officers, including the named executive officers, under the Company’s Stock Incentive Plan. The RSUs may be settled only in shares of Common Stock (one share per RSU) and will vest on February6, 2021. In the event of termination of employment due to death, disability or retirement (defined as age 55 and 10 years of service or age 62 and 5 years of service or age 65), the RSUs will vest on a pro-rata basis using the number of full months employed during the thirty-six month vesting period, or in the event of such retirement on or after February6, 2019 they will vest on February6, 2021. The RSU awards to the named executive officers were as follow:

A form of the Restricted Stock Units Award Agreement used to document grants of restricted stock units to named executive officers under the Company’s Stock Incentive Plan is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Ilene S. Gordon, who is retiring, was not awarded RSUs.

(d) Exhibits

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Ingredion Inc Exhibit
EX-10.1 2 d539806dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Ingredion Incorporated Stock Incentive Plan 2018 Performance Share Award Agreement Ingredion Incorporated (the “Company”) has granted you an award of Performance Shares (the “Award”) under the Ingredion Incorporated Stock Incentive Plan (the “Plan”). This Award represents the right to receive shares of Company Common Stock in the future. The grant date of the Award and the number of Performance Shares covered by this Award are set forth in the document you have received entitled “Notice of Grant of Performance Shares.” The Notice of Grant of Performance Shares and this Performance Shares Award Agreement collectively constitute the Agreement relating to the Award. This Award Agreement and the Plan together govern your rights under the Award and the Plan and set forth all of the conditions and limitations affecting such rights. Capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan or in this Award Agreement. If there is any inconsistency between the terms of this Agreement and the terms of the Plan,…
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About INGREDION INCORPORATED (NYSE:INGR)

Ingredion Incorporated (Ingredion) is a global ingredients solutions provider. The Company is engaged in the production and sale of starches and sweeteners for a range of industries. Its operations are classified into four segments: North America, South America, Asia Pacific, and Europe, Middle East and Africa (EMEA). The Company’s North America segment includes businesses in the United States, Canada and Mexico. The South America segment includes businesses in Brazil, Colombia, Ecuador and the Southern Cone of South America, which includes Argentina, Chile, Peru and Uruguay. Ingredion’s Asia Pacific segment includes businesses in South Korea, Thailand, Malaysia, China, Japan, Indonesia, the Philippines, Singapore, India, Australia and New Zealand. Its EMEA segment includes businesses in the United Kingdom, Germany, South Africa, Pakistan and Kenya. The Company’s product line includes starches and sweeteners, animal feed products and edible corn oil.