Ingredion (INGR) PRE 14A24 Mar 23Preliminary proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2022
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Ingredion Incorporated
Entity Central Index Key	0001046257

Pay vs Performance Disclosure

Pay vs Performance Disclosure	12 Months Ended			36 Months Ended
Pay vs Performance Disclosure	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]	Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for o ur princ Non-PEO Value of Initial Fixed $100 Year Summary Compensation Table Total for PEO (1) Compensation Actually Paid to PEO (2) Average Summary Compensation Table Total for Non-PEO NEOs (3) (d) Average Compensation to Non-PEO NEOs (2) (e) Total Shareholder (4) (f) Peer Group (5) (g) Net Income (6) (in millions) Adjusted EBITDA (7) (in millions) (i) 2022 9,476,866 14,480,789 2,416,154 3,052,569 115.44 133.24 492 1,002 2021 10,326,083 14,358,676 2,716,821 2,890,902 110.50 122.95 117 896 2020 9,648,514 6,391,419 2,022,705 1,547,542 87.45 106.15 348 869 (1) Dollar amounts shown are the amounts reported for the PEO under the “Total” column of the Summary Compensation Table (“SCT”) for the years presented (the “Covered Years”). James Zallie was our PEO for each Covered Year. (2) Dollar amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K Non-PEO Adjustments to Determine PEO Non-PEO NEOs Compensation “Actually Paid” 2022 2021 2020 2022 2021 2020 ($) ($) ($) ($) ($) ($) Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT — -329,290 -540,730 -7,414 -11,548 -12,350 Deduction for Amounts Reported under the “Stock Awards” Column in the SCT -4,756,723 -5,402,825 -4,834,371 -762,884 -1,090,714 -731,309 Deduction for Amounts Reported under the “Option Awards” Column in the SCT -1,562,393 -1,622,964 -1,475,313 -229,671 -229,691 -223,170 Increase for “Service Cost” for Pension Plans 147,024 159,382 120,986 16,689 34,313 25,905 Increase for “Other Cost” for Pension Plans — 169,908 419,744 — 11,713 11,747 Fair value of equity compensation granted in current year 9,980,318 10,371,863 4,836,982 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 1,207,751 1,558,116 -1,614,038 127,162 142,575 -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 -12,054 -871,597 -170,261 -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 5,003,923 4,032,593 -3,257,095 644,759 208,559 -449,861 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 (3) Dollar amounts shown represent the average of the total compensation amounts reported in the SCT for the Non-PEO Non-PEO (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 (5) The cumulative Peer Group TSR utilizes the S&P 1500 Food, Beverage and Tobacco Index (the “Peer Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K (6) Amounts reported represent Net Income attributable to Ingredion as presented in the Company’s audited financial statements for the applicable Covered Year. (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 non-GAAP non-operating
Company Selected Measure Name	Adjusted EBITDA
Named Executive Officers, Footnote [Text Block]	Dollar amounts shown represent the average of the total compensation amounts reported in the SCT for the Non-PEO Non-PEO
Peer Group Issuers, Footnote [Text Block]	The cumulative Peer Group TSR utilizes the S&P 1500 Food, Beverage and Tobacco Index (the “Peer Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K
PEO Total Compensation Amount	$ 9,476,866	$ 10,326,083	$ 9,648,514
PEO Actually Paid Compensation Amount	$ 14,480,789	14,358,676	6,391,419
Adjustment To PEO Compensation, Footnote [Text Block]	(2) Dollar amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K Non-PEO Adjustments to Determine PEO Non-PEO NEOs Compensation “Actually Paid” 2022 2021 2020 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 — -329,290 -540,730 -7,414 -11,548 -12,350 Deduction for Amounts Reported under the “Stock Awards” Column in the SCT -4,756,723 -5,402,825 -4,834,371 -762,884 -1,090,714 -731,309 Deduction for Amounts Reported under the “Option Awards” Column in the SCT -1,562,393 -1,622,964 -1,475,313 -229,671 -229,691 -223,170 Increase for “Service Cost” for Pension Plans 147,024 159,382 120,986 16,689 34,313 25,905 Increase for “Other Cost” for Pension Plans — 169,908 419,744 — 11,713 11,747 Fair value of equity compensation granted in current year 9,980,318 10,371,863 4,836,982 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 1,207,751 1,558,116 -1,614,038 127,162 142,575 -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 -12,054 -871,597 -170,261 -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 5,003,923 4,032,593 -3,257,095 644,759 208,559 -449,861
Non-PEO NEO Average Total Compensation Amount	$ 2,416,154	2,716,821	2,022,705
Non-PEO NEO Average Compensation Actually Paid Amount	$ 3,052,569	2,890,902	1,547,542
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]	(2) Dollar amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K Non-PEO Adjustments to Determine PEO Non-PEO NEOs Compensation “Actually Paid” 2022 2021 2020 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 — -329,290 -540,730 -7,414 -11,548 -12,350 Deduction for Amounts Reported under the “Stock Awards” Column in the SCT -4,756,723 -5,402,825 -4,834,371 -762,884 -1,090,714 -731,309 Deduction for Amounts Reported under the “Option Awards” Column in the SCT -1,562,393 -1,622,964 -1,475,313 -229,671 -229,691 -223,170 Increase for “Service Cost” for Pension Plans 147,024 159,382 120,986 16,689 34,313 25,905 Increase for “Other Cost” for Pension Plans — 169,908 419,744 — 11,713 11,747 Fair value of equity compensation granted in current year 9,980,318 10,371,863 4,836,982 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 1,207,751 1,558,116 -1,614,038 127,162 142,575 -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 -12,054 -871,597 -170,261 -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 5,003,923 4,032,593 -3,257,095 644,759 208,559 -449,861
Compensation Actually Paid vs. Total Shareholder Return [Text Block]	Compensation Actually Paid, Company Total Shareholder Return and Peer Group Total Shareholder Return. The chart below illustrates for the Covered Years the Compensation Actually Paid to our PEO and Non-PEO Non-PEO
Compensation Actually Paid vs. Net Income [Text Block]	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
Compensation Actually Paid vs. Company Selected Measure [Text Block]	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
Total Shareholder Return Vs Peer Group [Text Block]	Compensation Actually Paid, Company Total Shareholder Return and Peer Group Total Shareholder Return. The chart below illustrates for the Covered Years the Compensation Actually Paid to our PEO and Non-PEO Non-PEO
Tabular List [Table Text Block]	Most Important Financial Performance Measures We set forth below the four performance measures that represented the most important measures used to link Compensation Actually Paid to our PEO and Non-PEO S-K) ce fo Adjusted EBITDA Adjusted ROIC Relative Total Shareholder Return versus Peer Group Net Sales Growth
Total Shareholder Return Amount	$ 115.44	110.5	87.45
Peer Group Total Shareholder Return Amount	133.24	122.95	106.15
Net Income (Loss)	$ 492,000,000	$ 117,000,000	$ 348,000,000
Company Selected Measure Amount	1,002,000,000	896,000,000	869,000,000
PEO Name	James Zallie
Increased In TSR				15%
Increased In Peer Group				33%
Impairment Impact Of Net Income		$ (340,000,000)
Increase In Net Income				19%
Increase In Company Selected Measure				10%
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted EBITDA
Non-GAAP Measure Description [Text Block]	We define Adjusted EBITDA, which is a non-GAAP non-operating
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted ROIC
Measure [Axis]: 3
Pay vs Performance Disclosure [Table]
Measure Name	Relative Total Shareholder Return versus Peer Group
Measure [Axis]: 4
Pay vs Performance Disclosure [Table]
Measure Name	Net Sales Growth
PEO [Member] \| Change in the Actuarial Present Values reported under the Change in Pension Value and Nonqualified Deferred Compensation Earnings Column of the SCT [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 0	(329,290)	$ (540,730)
PEO [Member] \| Amounts Reported under the Stock Awards Column in the SCT [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(4,756,723)	(5,402,825)	(4,834,371)
PEO [Member] \| Amounts Reported under the Option Awards Column in the SCT [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(1,562,393)	(1,622,964)	(1,475,313)
PEO [Member] \| Service Cost for Pension Plans [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	147,024	159,382	120,986
PEO [Member] \| Other Cost for Pension Plans [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	169,908	419,744
PEO [Member] \| Fair value of equity compensation granted in current year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	9,980,318	10,371,863	4,836,982
PEO [Member] \| 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 [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	1,207,751	1,558,116	(1,614,038)
PEO [Member] \| Fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(12,054)	(871,597)	(170,261)
PEO [Member] \| 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 [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	(94)
PEO [Member] \| Total Adjustments [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	5,003,923	4,032,593	(3,257,095)
Non-PEO NEO [Member] \| Change in the Actuarial Present Values reported under the Change in Pension Value and Nonqualified Deferred Compensation Earnings Column of the SCT [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(7,414)	(11,548)	(12,350)
Non-PEO NEO [Member] \| Amounts Reported under the Stock Awards Column in the SCT [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(762,884)	(1,090,714)	(731,309)
Non-PEO NEO [Member] \| Amounts Reported under the Option Awards Column in the SCT [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(229,671)	(229,691)	(223,170)
Non-PEO NEO [Member] \| Service Cost for Pension Plans [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	16,689	34,313	25,905
Non-PEO NEO [Member] \| Other Cost for Pension Plans [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	11,713	11,747
Non-PEO NEO [Member] \| Fair value of equity compensation granted in current year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	1,533,228	1,632,198	731,700
Non-PEO NEO [Member] \| 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 [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	127,162	142,575	(226,028)
Non-PEO NEO [Member] \| Fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(32,353)	(46,623)	(26,332)
Non-PEO NEO [Member] \| 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 [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	(233,665)	(24)
Non-PEO NEO [Member] \| Total Adjustments [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 644,759	$ 208,559	$ (449,861)