INGRNYSESEC EDGAREDGAR

Ingredion Inc

Grain Mill Products·WESTCHESTER, IL·FY end 12/31·CIK 1046257

Board of Directors

11 members · 10 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
David B. FischerDirector13y63People CultureComp$268,241
Rhonda L. JordanDirector13y68People CultureComp$293,190
Charles V. MagroDirector4y56People CultureComp$264,690
Victoria J. ReichLead Independent Director13y68Audit$297,190
Catherine A. SueverDirector5y67Audit$266,690
Siobhán TalbotDirector0y62
Stephan B. TandaDirector7y60NCG$264,690
Jorge A. UribeDirector11y69NCG$264,690
Patricia VerduinDirector3y66NCG$273,190
Dwayne A. WilsonDirector16y67Audit$264,690
James P. ZallieCEO and Director9y64

Risk-factor diff

FY 2025 10-K vs. FY 2024
+227 new238 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

for a discussion of factors that could affect our ability to meet those targets. The objectives reflect our current aspirations in light of our present plans and existing circumstances. We may change these objectives from time to time to address new opportunities or changing circumstances as appropriate to meet our long-term needs and those of our stockholders.

NEW · FY 2025

Income taxes (at adjusted effective rates of 25.8% and 26.4%, respectively)

NEW · FY 2025

In 2025, we recorded $13 million of pre-tax restructuring charges primarily related to accelerated depreciation and decommissioning costs for previously announced plant closures and restructuring activities that occurred during the year. In 2024, we recorded $18 million of pre-tax restructuring and resegmentation charges primarily related to restructuring activities that occurred during the year and the resegmentation of the business that was effective January 1, 2024.

NEW · FY 2025

In 2024, we recorded a pre-tax gain of $90 million on the sale of our South Korea business. There was no such gain in 2025.

NEW · FY 2025

In 2025, we recorded $10 million of pre-tax impairment charges that primarily related impairment charges on our equity investments and equipment impairments due to restructuring activities. This was reduced by $2 million as it was included in Other non-operating expense. In 2024, we recorded $109 million of pre-tax impairment charges that primarily related to our plans to cease operations at our manufacturing facilities in Vanscoy, Canada; Alcantara, Brazil; and Goole, United Kingdom, and impairment charges on our equity method investments.

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.